ex101schuhamendmentandre






                      AMENDMENT AND RESTATEMENT AGREEMENT                                 dated                        2020                                            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\EH8407053.4





 






THIS  AGREEMENT    is dated                             2020 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, on 29 October 2019 and  as amended and restated          on 15  November  2019  and  as amended  on  31 January  2020 (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)      the Borrowers have repaid the balance of the term loans and the Lenders have agreed to           extend the maturity of the Facilities; 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    EH8407053.4                                                                                 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 20 March 2020, 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           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).   EH8407053.4                                                                                 2





 






4.2.     The Parent shall pay to the Arranger an arrangement fee of £114,000 (being 0.6 per cent.           of the Total Facility C Commitments on the date of this Agreement) as follows:           (a)      £22,988 on 21 February 2020, payment of which has been acknowledged;           (b)      £45,506 on the Effective Date; and           (c)      thereafter in Monthly instalments of £7,584.33 (with the exception of the last                    payment which shall be £7,584.35), to be paid on the first Business Day of each                    Month, with the first payment being due on 1 April 2020 and the last payment on                    1 September 2020  provided that if at any time the Facilities are cancelled in full                    and  the Working  Capital Facility and Existing Retail Facilities have been                    terminated and no amount  remains outstanding thereunder, no fee is payable                    thereafter.  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 21                     (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 21 (Guarantee and Indemnity) of the Facilities Agreement will                    continue to be legal, valid, binding and enforceable in accordance with their                    respective terms.  6.       GENERAL  6.1.     The provisions of Clauses 38 (Remedies and Waivers), 37 (Partial Invalidity), 35 (Notices)           and 46 (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.  6.2.     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.  6.3.     This Agreement is designated by the Parent and the Agent as a Finance Document.  6.4.     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.   EH8407053.4                                                                                 3





 






6.5.     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.  6.6.     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.  7.       COUNTERPARTS           This Agreement may be executed   in any number of counterparts, and this has the same           effect as if the signatures on the counterparts were on a single copy of this Agreement.  8.       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.   EH8407053.4                                                                                 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)   EH8407053.4                                                                                 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.  2.       Finance Documents           (a)      An English law deed of confirmation in favour of the Security Trustee granted by                    Genesco  in respect of the existing Genesco Guarantee and  signed by a duly                    authorised officer of Genesco.           (b)      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.  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; and           (b)      Matheson, legal adviser to the Agent as to Irish law, addressed to the Finance                    Parties.   EH8407053.4                                                                                 6





 






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                   25.36 (Guarantors) of the Amended and Restated Facilities Agreement as at the                    Effective Date.           (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.   EH8407053.4                                                                                 7





 






                                        SCHEDULE 3                                    FORM OF AMENDED AND                             RESTATED FACILITIES AGREEMENT                                           £19,000,000                                    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   EH8407053.4                                                                                 8





 






                                         CONTENTS  1.      DEFINITIONS AND INTERPRETATION.................................................................... 12  2.      THE FACILITIES......................................................................................................... 51  3.      PURPOSE   .................................................................................................................. 52  4.      CONDITIONS OF UTILISATION................................................................................ 53  5.      UTILISATION –  LOANS.............................................................................................. 55  6.      OPTIONAL CURRENCIES......................................................................................... 57  7.      ANCILLARY FACILITIES............................................................................................ 58  8.      REPAYMENT.............................................................................................................. 63  9.      ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION             ........................ 65  10.     MANDATORY PREPAYMENT        ................................................................................... 66  11.     RESTRICTIONS    ......................................................................................................... 70  12.     INTEREST  .................................................................................................................. 72  13.     INTEREST PERIODS................................................................................................. 73  14.     CHANGES TO THE CALCULATION OF INTEREST................................................. 74  15.     FEES........................................................................................................................... 75  16.     TAX GROSS UP AND INDEMNITIES........................................................................ 77  17.     INCREASED COSTS.................................................................................................. 89  18.     OTHER INDEMNITIES    ............................................................................................... 90  19.     MITIGATION BY THE LENDERS............................................................................... 93  20.     COSTS AND EXPENSES      .......................................................................................... 93  21.     GUARANTEE AND INDEMNITY       ................................................................................ 95  22.     REPRESENTATIONS................................................................................................. 99  23.     INFORMATION UNDERTAKINGS        ........................................................................... 108  24.     FINANCIAL COVENANTS........................................................................................ 114  25.     GENERAL UNDERTAKINGS       ................................................................................... 120  26.     EVENTS OF DEFAULT     ............................................................................................ 132  27.     CHANGES TO THE LENDERS................................................................................ 138  28.     CHANGES TO THE OBLIGORS       .............................................................................. 145  29.     ROLE OF THE AGENT, THE ARRANGER AND OTHERS..................................... 150  EH8407053.4                                                                                 9





 






30.     ROLE OF THE SECURITY TRUSTEE..................................................................... 161  31.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES          ....................................... 170  32.     SHARING AMONG THE FINANCE PARTIES         ......................................................... 170  33.     PAYMENT MECHANICS.......................................................................................... 173  34.     SET-OFF................................................................................................................... 177  35.     NOTICES  .................................................................................................................. 178  36.     CALCULATIONS AND     CERTIFICATES................................................................... 180  37.     PARTIAL INVALIDITY   .............................................................................................. 180  38.     REMEDIES AND WAIVERS..................................................................................... 181  39.     AMENDMENTS AND WAIVERS        .............................................................................. 181  40.     CONFIDENTIALITY.................................................................................................. 189  41.     DISCLOSURE OF LENDER DETAILS BY AGENT          ................................................. 193  42.     CONFIDENTIALITY OF FUNDING RATES        ............................................................. 195  43.     COUNTERPARTS     .................................................................................................... 196  44.     CONTRACTUAL RECOGNITION OF BAIL-IN......................................................... 197  45.     GOVERNING LAW     ................................................................................................... 198  46.     ENFORCEMENT     ...................................................................................................... 198  SCHEDULE 1  THE ORIGINAL PARTIES       ............................................................................ 200  SCHEDULE 2  CONDITIONS PRECEDENT         ........................................................................ 202  SCHEDULE 3  REQUEST..................................................................................................... 205  SCHEDULE 4  [Not restated]................................................................................................. 208  SCHEDULE 5  FORM OF TRANSFER CERTIFICATE           ........................................................ 209  SCHEDULE 6  FORM OF ASSIGNMENT AGREEMENT..................................................... 213  SCHEDULE 7  FORM OF ACCESSION LETTER          ................................................................ 217  SCHEDULE 8  FORM OF RESIGNATION LETTER............................................................. 218  SCHEDULE 9  FORM OF COMPLIANCE CERTIFICATE.................................................... 219  SCHEDULE 10  FORM OF INCREASE CONFIRMATION            ................................................... 220  SIGNATURES TO SEVENTH AMENDMENT AND RESTATEMENT AGREEMENT...........               225   EH8407053.4                                                                                10





 






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, 29  October 2019  and as  amended  and  restated on 15 November 2019  and as amended 31 January 2020   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:   EH8407053.4                                                                                11





 






                                         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 28 (Changes to the Obligors).           "Additional Guarantor"  means  a company  which  becomes  a Guarantor in accordance           with Clause 28 (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    EH8407053.4                                                                                12





 






         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 the Base Currency 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,  EH8407053.4                                                                                13





 






         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 23.1 (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 Seventh 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 Base Currency  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 Base Currency  Amount  of  its                    participation in any other Utilisations that are due to be made under that Facility                    on or before the proposed  Utilisation Date and 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    EH8407053.4                                                                                14





 






         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  7.2                   (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.           "Base Rate"  means the official bank rate of the Bank of England from time to time. Base           Rate may be varied (either up or down) at any time. If Base Rate changes, the change will           be immediately reflected in the rate of interest charged or calculated on the Loans.  Notice           of changes is currently displayed in United Kingdom branches of the Lender and on the           Lender's website.           "Blocking Law" means:   EH8407053.4                                                                                15





 






         (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.           "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 28          (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" means any budget delivered by the Parent to the Agent pursuant to Clause 23.4          (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).   EH8407053.4                                                                                16





 






         "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 24.1 (Financial definitions).           "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    EH8407053.4                                                                                17





 






                          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                    (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.           "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.           "Commitment"   means  a Facility A Commitment,  a Facility B Commitment, a Facility C           Commitment or a Facility D Commitment.           "Compliance  Certificate" means a certificate substantially in the form set out in Schedule           9 (Form of Compliance Certificate).           "Compounded    SONIA"  means   the compounded   average of SONIA   for a term having           approximately the  same  tenor  (disregarding any business  day  adjustment) as  the           applicable Interest Period(s) under the Loans, with the rate, or methodology for the rate,           and  conventions for the rate (which may include  compounding  in arrear with a pre-          determined lag over an  observation period as a mechanism   to determine the interest   EH8407053.4                                                                                18





 






         amount  payable prior to the end of each Interest Period) as determined by the Agent. In           making such determination, the Agent may (but is not obliged to) take into account terms           that (a) are generally accepted in the international or domestic lending market for loans           that use Compounded   SONIA  and/or (b) are consistent with similar loan facilities using           Compounded   SONIA   originated by the Agent (or other members of the LBG  Group) to           similar borrowers. The Agent may rely on  any screen rate or index of a compounded           average of SONIA that is administered by an administrator of that rate or index and is (or           becomes)  publicly available or displayed by such administrator or other information service           from time to time.           "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:                    (i)     is or becomes public information other than as a direct or indirect result                            of any breach by that Finance Party of Clause 40 (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.   EH8407053.4                                                                                19





 






         "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 26          (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:           (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 9.1 (Illegality);                    (iv)    the failure to make that payment is caused by the negligence or wilful                            default of a third party beyond its control;  EH8407053.4                                                                                20





 






                  (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,           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.   EH8407053.4                                                                                21





 






         "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           (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;   EH8407053.4                                                                                22





 






         (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                    24.2 (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                    24.4(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 24.2                   (Financial condition) on each of the two Quarter Dates falling after the Quarter                    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 14.1 (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 26          (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.   EH8407053.4                                                                                23





 






         "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 8.1          (Repayment of Term Loans).           "Facility A Repayment Instalment" means each of the repayment instalments set out in           paragraph (a) of Clause 8.1 (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 8.1          (Repayment of Term Loans).           "Facility B Repayment Instalment" means each of the repayment instalments set out in           paragraph (b) of Clause 8.1 (Repayment of Term Loans)  opposite the relevant Facility B           Repayment Date.   EH8407053.4                                                                                24





 






         "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 in the Base Currency 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).           "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;   EH8407053.4                                                                                25





 






         (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.           "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 15 (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, the Intercreditor 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 Seventh Amendment   and Restatement  Agreement, the letters amending           this Agreement dated  25 September  2019,  9 October 2019, 29  October 2019  and 31    EH8407053.4                                                                                26





 






         January 2020, 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);           (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;   EH8407053.4                                                                                27





 






         (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 24.1  (Financial           definitions).           "Financial Year" has the meaning given to that term in Clause 24.1 (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           (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 14.3 (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 10 March 2020 provided to the Agent by Genesco.   EH8407053.4                                                                                28





 






         "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           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 28 (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).   EH8407053.4                                                                                29





 






         "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.            "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    EH8407053.4                                                                                30





 






                  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).           "Intercreditor Agreement" means the intercreditor agreement, in the agreed form, made           between the Parent, Genesco (Jersey) Limited and the Security Trustee.           "Interest Period" means, in relation to a Loan, each period determined in accordance with           Clause 13 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in           accordance with Clause 12.3 (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,           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;    EH8407053.4                                                                                31





 






         (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 27 (Changes to the Lenders),           which in each case has not ceased  to be a Lender in accordance with the terms of this           Agreement.           "LIBOR" means, in relation to any Loan:           (a)      the applicable Screen Rate  as of 11.00 a.m.  on the Quotation Day for  the                    currency of that Loan and for a period equal in length to the Interest Period of                    that Loan; or           (b)      as otherwise determined pursuant to Clause 14.1 (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.   EH8407053.4                                                                                32





 






         "LMA" means the Loan Market Association.           "Loan" means a Term Loan or a Revolving Loan.           "Loan Note Instrument" means the instrument, in the agreed form, pursuant to which the           Loan Notes are, or are to be, constituted.           "Loan  Notes" means   the £50,000,000 fixed rate secured loan notes due 2025  of the           Parent.           "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).           "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  24 (Financial Covenants) is                    continuing each of the rates referred to in (a) to (f) (inclusive) above will increase    EH8407053.4                                                                                33





 






                  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 24.2 (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           (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 23.1 (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  39.4          (Replacement of Lender).   EH8407053.4                                                                                34





 






         "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).           "Optional Currency"  means  a currency (other than the Base Currency) which complies           with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).           "Original Financial Statements" means:           (a)   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 28 (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 25.30 (Capital Expenditure);           (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:   EH8407053.4                                                                                35





 






         (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                    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 25.31 (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   EH8407053.4                                                                                36





 






                  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 25.19 (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.           "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   EH8407053.4                                                                                37





 






         (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.            "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   EH8407053.4                                                                                38





 






                  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                    (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)      the floating charge, in the agreed form, in favour of Genesco (Jersey) Ltd granted                    by the Parent in connection with the Loan Note Instrument, provided that the    EH8407053.4                                                                                39





 






                  relevant parties have entered into the Intercreditor Agreement and the Agent has                    confirmed to the Parent that it has received such  legal opinions and other                    documents as it requires in relation to the transactions referred to in the Genesco                    Debt Structuring Paper; 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           (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   EH8407053.4                                                                                40





 






         (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 16 (Tax gross-up and           indemnities).           "Quarter Date" has the meaning given to that term in Clause 24.1 (Financial Definitions).           "Quasi-Security" has the meaning given to that term in Clause 25.13 (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;           (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  Period" has  the  meaning  given to  that term in Clause  24.1  (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 22.2          (Status) to Clause 22.7 (Governing law and enforcement) (inclusive), Clause 22.11 (No           default), paragraphs (f) and (g) of Clause 22.13 (Original Financial Statements), Clause    EH8407053.4                                                                                41





 






         22.19 (Ranking) to Clause  22.21 (Legal and  beneficial ownership) (inclusive), Clause           22.28 (Centre of main interests and establishments) and Clause 22.30 (Sanctions and Anti           Corruption Law) and Clause 22.31 (PSC Register).           "Reports" means the Financial Due Diligence Report and the Tax Letter.           "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;            (c)      in the same currency as the maturing Loan; and           (d)      made  or to be made to the same  Borrower for the purpose of refinancing that                    maturing 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:    EH8407053.4                                                                                42





 






         (a)      in relation to LIBOR, the London interbank offered rate administered by ICE                    Benchmark  Administration Limited (or any other person which takes over the                    administration of that rate) for the relevant currency and period displayed (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) or on the appropriate page of such other information                    service which publishes that rate from time to time in place of Reuters. If such                    page or service ceases to be available, the Lender may specify another page or                    service displaying the relevant rate after consultation with the Borrower; and            (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.           "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 13  (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.  EH8407053.4                                                                                43





 






         "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 Seventh 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.           "Seventh  Amendment   and  Restatement  Date" means   the Effective Date as defined in           the Seventh Amendment and Restatement Agreement.           "Seventh  Amendment     and  Restatement   Agreement"   means  the  amendment   and           restatement agreement in respect of this Agreement dated on or around                     2020.           "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 15 November          2019.           "Sixth Amendment   and  Restatement  Date" means the  Effective Date as defined in the           Sixth Amendment and Restatement Agreement.           "SONIA" means the Sterling overnight index average reference rate currently administered           and published by Bank of England and displayed on the relevant screen of any authorised           distributor of that reference rate.           "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.   EH8407053.4                                                                                44





 






         "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.           "Term Facilities" means Facility A and Facility B and "Term Facility" means any of them           as the context may require.           "Termination Date" means:           (a)      in relation to Facility A, 29 April 2017;            (b)      in relation to Facility B, 13 December 2019; and           (c)      in relation to Facility C, 30 September 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.  EH8407053.4                                                                                45





 






         "Third Restatement  Date" means 19 June 2014.           "Total Commitments"   means   the aggregate of the Total Facility A Commitments, the           Total Facility B Commitments, the Total Facility C Commitments and the Total Facility D           Commitments,  being £19,000,000 at the Seventh Amendment and Restatement Date.           "Total Facility A Commitments"   means  the aggregate of the Facility A Commitments,           being nil at the Seventh Amendment and Restatement Date.           "Total Facility B Commitments"   means  the aggregate of the Facility B Commitments,           being nil at the Seventh Amendment and Restatement Date.           "Total Facility C Commitments"   means  the aggregate of the Facility C Commitments,           being £19,000,000 at the Seventh Amendment and Restatement Date.           "Total Facility D Commitments"   means  the aggregate of the Facility D Commitments,           being nil at the Seventh 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           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   EH8407053.4                                                                                46





 






         (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.           "Working  Capital Facility Letter" means the working capital facility letter between the           Parent and Lloyds Bank plc dated 15 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:  EH8407053.4                                                                                47





 






                  (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;                    (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   21  (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   EH8407053.4                                                                                48





 






                          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.           (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   EH8407053.4                                                                                49





 






                  (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.   EH8407053.4                                                                                50





 






                                         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 multicurrency revolving loan facility in an aggregate amount equal to                            the Total Facility C Commitments which shall be made available to the                            Borrowers; 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 Borrowers 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 fully repaid on 13 December 2019 and no amounts remain available to be drawn  under Facility B.  Facility D was been cancelled as at 31 January 2020.  EH8407053.4                                                                                51





 






         (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.  3.       PURPOSE  3.1.     Purpose           (a)      Not restated.           (b)      Not restated.   EH8407053.4                                                                                52





 






         (c)      The Parent shall apply all amounts borrowed by it under Facility C towards the                    general corporate purposes of the Parent  and Schuh  Ireland (excluding any                    Business Acquisition).           (d)      Not restated.  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           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  22  (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.     Conditions relating to Optional Currencies  A currency will constitute an Optional Currency in relation to a Loan if:           (a)      it is readily available in the amount required and freely convertible into the Base                    Currency in the wholesale market for that currency on the Quotation Day and the                    Utilisation Date for that Loan; and           (b)      it is Euros.   EH8407053.4                                                                                53





 






4.4.     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.           (b)      Any Loan made under Clause 6.2 (Unavailability of a currency) shall not be taken                    into account in this Clause 4.4.           (c)      Not restated.           (d)      Not restated.   EH8407053.4                                                                                54





 






                                         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  13  (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 the Base Currency or an                    Optional Currency in respect of Facility C.           (b)      The amount of the proposed Utilisation must be:                    (i)     Not restated2;                     (ii)    Not restated;                    (iii)   Not restated3;                    (iv)    in respect of Facility C:                                                         2 Facility A is fully repaid at the Sixth Amendment and Restatement Date. 3 Facility B is fully repaid at the Seventh Amendment and Restatement Date.  EH8407053.4                                                                                55





 






                           (A)      if the currency selected is the Base Currency, a minimum                                      amount of £500,000 (or, if less, the Available Facility); or                             (B)      if the currency selected is Euros, a minimum of €500,000 (or,                                      if less, the Available Facility),                             during the Availability Period in respect of Facility C; or                    (v)     Not restated.4  5.4.     Lenders' participation           (a)      If the conditions set out in this Agreement have been met and subject to Clause                    8.2 (Repayment of Facility C 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 determine the Base Currency Amount of each Loan which is to                    be made  in an Optional Currency and shall notify each Lender of the amount,                    currency and  Base   Currency  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 33.1                   (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 may only be utilised in accordance with the terms of this Agreement.  5.6.     Cancellation of Commitment           (a)      Not restated.           (b)      Not restated.           (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)      Not restated.  5.7.     Clean down           The Parent shall ensure that:                                                          4 Facility D was cancelled as at 31 January 2020.  EH8407053.4                                                                                56





 






         (a)      the amount outstanding under the Revolving Facilities in excess of £19,000,000                   (calculated by notionally converting any amounts drawn under Facility C in an                    Optional Currency into the Base Currency 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           (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.       OPTIONAL CURRENCIES  6.1.     Selection of currency           A Borrower (or the Parent) shall select the currency of each Loan in a Utilisation Request.  6.2.     Unavailability of a currency           If before 11.00 a.m. on any Quotation Day:           (a)      a Lender notifies the Agent that the Optional Currency requested is not readily                    available to it in the amount required; or           (b)      a Lender notifies the Agent that compliance with its obligation to participate in a                    Loan in the proposed Optional Currency would contravene  a law or regulation                    applicable to it,           the Agent will give notice to the relevant Borrower to that effect by 11.00 a.m. on that day.            In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to           participate in the Loan in the Base  Currency (in an  amount  equal to that Lender's           proportion of the Base Currency Amount  or, in respect of a Rollover Loan, an amount           equal to that Lender's proportion of the Base Currency Amount of the Rollover Loan that is           due to be made)  and its participation will be treated as a separate Loan denominated in           the Base Currency during that Interest Period.  6.3.     Participation in a Loan           Each Lender's participation in a Loan will be determined in accordance with paragraph (b)           of Clause 5.3 (Lenders' participation).   EH8407053.4                                                                                57





 






7.       ANCILLARY FACILITIES  7.1.     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.  7.2.     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  7.2(b) above the Ancillary Facility will be                    available with effect from the date agreed by the Parent and the relevant Lender.  7.3.     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);   EH8407053.4                                                                                58





 






                  (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  36.3 (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 15.4                   (Interest, commission and fees on Ancillary Facilities).  7.4.     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.           (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;   EH8407053.4                                                                                59





 






                  (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.  7.5.     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.  7.6.     Adjustment for Ancillary Facilities upon acceleration           (a)      In this Clause 7.6:                    (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                    (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 26.22(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   EH8407053.4                                                                                60





 






                  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 26.22                   (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 7.6 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 27.10 (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 7.6 shall be made by the                    Agent based upon information provided to it by the Lenders and the Agent's Spot                    Rate of Exchange.  7.7.     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.  7.8.     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.  7.9.     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    EH8407053.4                                                                                61





 






         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 39 (Amendments and Waivers) will apply.   EH8407053.4                                                                                62





 






                                         SECTION 4                       REPAYMENT, PREPAYMENT AND CANCELLATION  8.       REPAYMENT  8.1.     Repayment of Term Loans           (a)      Not restated.           (b)      Not restated.           (c)      The Borrowers may not reborrow any part of a Term Facility which is repaid.  8.2.     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;                              (B)      in the same currency as the maturing Facility C Loan; and                             (C)      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 33.1 (Payments to the Agent)                                              in an amount in the relevant currency equal to that                                              excess; and   EH8407053.4                                                                                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  33.1                                             (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  33.1  (Payments  to  the                                              Agent); and                                     (2)      each Lender  will be required to make a  payment                                              under  Clause  33.1 (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.  8.3.     Repayment of Facility D Loans           Not restated.  8.4.     Effect of cancellation and prepayment on scheduled repayments and reductions of           Term Loans           (a)      Not restated.           (b)      Not restated.           (c)      Not restated.           (d)      Not restated.           (e)      Not restated.           (f)      Not restated.           (g)      Not restated.   EH8407053.4                                                                                64





 






9.       ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION  9.1.     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).  9.2.     Voluntary cancellation           (a)      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 the Available Facility. Any cancellation under this Clause 9.2 shall                    reduce the Commitments of the Lenders rateably under that Facility.           (b)      Not restated.  9.3.     Voluntary prepayment of Term Loans           (a)      Not restated.           (b)      Not restated.           (c)      Not restated.  9.4.     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 Base Currency Amount   of a Facility C Loan by a minimum amount  of           £250,000).  9.5.     Right of cancellation and repayment in relation to a single Lender           (a)      If:   EH8407053.4                                                                                65





 






                  (i)     any  sum  payable  to any  Lender by an   Obligor is required to be                            increased under paragraph (i) of Clause 16.2 (Tax gross-up); or                    (ii)    any Lender claims indemnification from the Parent or an Obligor under                            Clause 16.3 (Tax indemnity) or Clause 17.1 (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.  9.6.     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.           (c)      The Agent  shall as soon as practicable after receipt of a notice referred to in                    paragraph (a) above, notify all the Lenders.  10.      MANDATORY PREPAYMENT  10.1.    Exit           Upon the occurrence of:           (a)      any Flotation;            (b)      a Change of Control;            (c)      a Trade Sale; or           (d)      a Senior Management Event,   EH8407053.4                                                                                66





 






         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.   10.2.    Disposal and Insurance Proceeds           (a)      For the purposes of this Clause 10.2, Clause 10.3 (Application of mandatory                    prepayments) and  Clause 10.4 (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                            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   EH8407053.4                                                                                67





 






                  (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 10.3                   (Application of mandatory prepayments):                    (i)     the amount of Disposal Proceeds; and                    (ii)    the amount of Insurance Proceeds.   10.3.    Application of mandatory prepayments           (a)      A prepayment made under Clause 10.2  (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.           (c)      A prepayment  under  Clause 10.2  (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 8.4 (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 8.4 (Effect of cancellation and prepayment on scheduled                            repayments and reductions of Term Loans);    EH8407053.4                                                                                68





 






                  (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 10.2 (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).  10.4.    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  10.3                           (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                            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  10.3 (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    EH8407053.4                                                                                69





 






                  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.  10.5.    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.  11.      RESTRICTIONS  11.1.    Notices of Cancellation or Prepayment           Any notice of cancellation, prepayment, authorisation or other election given by any Party           under Clause 9 (Illegality, voluntary prepayment and cancellation), paragraph (d) of Clause           10.3 (Application of mandatory prepayments)  or Clause  10.4 (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.  11.2.    Interest and other amounts           Any prepayment under this Agreement shall be made together with accrued interest on the           amount prepaid and Break Costs.  11.3.    No reborrowing of Term Facilities           No Borrower may reborrow any part of a Term Facility which is prepaid.   EH8407053.4                                                                                70





 






11.4.    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.  11.5.    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.  11.6.    No reinstatement of Commitments           No  amount   of the  Total Commitments    cancelled under  this Agreement   may  be           subsequently reinstated.  11.7.    Agent's receipt of Notices           If the Agent receives a  notice under Clause  9 (Illegality, voluntary prepayment and           cancellation) or an election under paragraph (d) of Clause 10.3 (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.  11.8.    Prepayment elections           The Agent  shall notify the Lenders as soon as possible of any proposed prepayment of           any Loan under Clause 9.3 (Voluntary prepayment of Term Loans), Clause 9.4 (Voluntary           Prepayment of Revolving Loans) or Clause 10.2 (Disposal and Insurance Proceeds).     EH8407053.4                                                                                71





 






                                         SECTION 5                                    COSTS OF UTILISATION  12.      INTEREST  12.1.    Calculation of interest           The  rate of interest on each Loan for each Interest Period is the percentage rate per           annum which is the aggregate of the applicable:           (a)      Margin; and           (b)      LIBOR or, in relation to any Loan in Euro, EURIBOR.  12.2.    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).  12.3.    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 12.3 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.   EH8407053.4                                                                                72





 






12.4.    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.  13.      INTEREST PERIODS  13.1.    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 13.2 (Changes to Interest Periods), be one Month.           (d)      Subject to this Clause 13, 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.  13.2.    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   EH8407053.4                                                                                73





 






                  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 13.2 it shall promptly notify the Parent and the Lenders.  13.3.    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).  13.4.    Consolidation and division of Facility A Loans            (a)      Not restated.           (b)      Not restated.  14.      CHANGES TO THE CALCULATION OF INTEREST  14.1.    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 14.3                   (Cost of funds) shall apply to that Loan for that Interest Period.  14.2.    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 14.3 (Cost of funds) shall apply to that Loan for the relevant           Interest Period.  14.3.    Cost of funds           (a)      If this Clause 14.3 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   EH8407053.4                                                                                74





 






                  (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 14.3 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 14.3 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.  14.4.    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.  15.      FEES  15.1.    Arrangement fee           The Parent shall pay to the Arranger an arrangement fee in the amount and at the times           agreed in the Fee Letter.  15.2.    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.  15.3.    Commitment fee           (a)      The Parent shall pay to the Agent (for the account of each Lender) a fee in the                    Base Currency 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.   EH8407053.4                                                                                75





 






         (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.   15.4.    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.   EH8407053.4                                                                                76





 






                                         SECTION 6                             ADDITIONAL PAYMENT OBLIGATIONS  16.      TAX GROSS UP AND INDEMNITIES  16.1.    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;   EH8407053.4                                                                                77





 






                          (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.  EH8407053.4                                                                                78





 






                  "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 16.2 (Tax gross-up) or a payment under Clause 16.3                   (Tax indemnity).                    "Treaty Lender" means  an Irish Treaty Lender or a UK Treaty Lender, as the                    case may be.                    "UK Qualifying Lender" means:   EH8407053.4                                                                                79





 






                  (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    EH8407053.4                                                                                80





 






                                            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  16  a  reference to                    "determines" or "determined"  means   a determination made  in the absolute                    discretion of the person making the determination.  16.2.    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.   EH8407053.4                                                                                81





 






         (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:   EH8407053.4                                                                                82





 






                  (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 16.6 (HMRC    DT  Treaty Passport                                      scheme confirmation),    EH8407053.4                                                                                83





 






                          and  the  Obligor making  that payment  has  not  complied  with its                            obligations under paragraph (i) below or paragraph (b) of Clause 16.6                           (HMRC DT Treaty Passport scheme confirmation).  16.3.    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                                      16.2 (Tax gross-up); or                              (B)      would have been compensated for by an increased payment                                      under  Clause   16.2  (Tax  gross-up)  but  was   not  so                                      compensated   solely because  one   of the  exclusions in                                      paragraph (d) or (e) of Clause 16.2 (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 16.3, notify the Agent.   EH8407053.4                                                                                84





 






16.4.    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.  16.5.    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 16.5 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 16.5.           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    EH8407053.4                                                                                85





 






         with the provisions of sections 891A, 891E, 891F and 891G of the Irish Taxes Act (and any           regulations made thereunder).  16.6.    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.  16.7.    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.   EH8407053.4                                                                                86





 






16.8.    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.  16.9.    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.    EH8407053.4                                                                                87





 






         (d)      Any reference in this Clause 16.9 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.  16.10.   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;   EH8407053.4                                                                                88





 






                  (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.   16.11.   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.  17.      INCREASED COSTS  17.1.    Increased costs           (a)      Subject to Clause 17.3 (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   EH8407053.4                                                                                89





 






                  Commitment   or  funding or performing  its obligations under any Finance                    Document.  17.2.    Increased cost claims           (a)      A Finance Party intending to make a claim pursuant to Clause 17.1 (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.  17.3.    Exceptions           (a)      Clause 17.1 (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 16.3  (Tax indemnity) (or would have been                            compensated   for under Clause 16.3 (Tax indemnity) but was  not so                            compensated solely because any of the exclusions in paragraph (b) of                            Clause 16.3 (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 17.3 reference to a "Tax Deduction" has the same meaning given                    to the term in Clause 16.1 (Definitions).  18.      OTHER INDEMNITIES  18.1.    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    EH8407053.4                                                                                90





 






                  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.  18.2.    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 32 (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 18.2.  18.3.    Indemnity to the Agent           The Parent shall promptly indemnify the Agent against:   EH8407053.4                                                                                91





 






         (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 33.10 (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.  18.4.    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 20                           (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);   EH8407053.4                                                                                92





 






         (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 18.4 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.  19.      MITIGATION BY THE LENDERS  19.1.    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 9.1 (Illegality), Clause 16 (Tax gross-up and indemnities) or Clause 17                   (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.  19.2.    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 19.1 (Mitigation).           (b)      A Finance Party is not obliged to take any steps under Clause 19.1 (Mitigation) if,                    in the opinion of that Finance Party (acting reasonably), to do so might be                    prejudicial to it.  20.      COSTS AND EXPENSES  20.1.    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.  20.2.    Amendment costs           If (a) an Obligor requests an amendment,  waiver or consent or (b) an amendment   is           required pursuant to Clause 33.10 (Change  of currency), the Parent shall, within three   EH8407053.4                                                                                93





 






         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.  20.3.    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.  20.4.    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.   EH8407053.4                                                                                94





 






                                         SECTION 7                                          GUARANTEE  21.      GUARANTEE AND INDEMNITY  21.1.    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 21 if the amount claimed had                    been recoverable on this basis of a guarantee.    21.2.    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.  21.3.    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 21 will continue or be           reinstated as if the discharge, release or arrangement had not occurred.  21.4.    Waiver of defences           The obligations of each Guarantor under this Clause 21 will not be affected by an act,           omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice    EH8407053.4                                                                                95





 






         any of its obligations under this Clause 21 (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.  21.5.    Guarantor Intent           Without prejudice to the generality of Clause 21.4 (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.  21.6.    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    EH8407053.4                                                                                96





 






         claim payment from any person before claiming from that Guarantor under this Clause 21.            This waiver applies irrespective of any law or any provision of a Finance Document to the           contrary.  21.7.    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 21.  21.8.    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 21:           (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  21.1 (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   EH8407053.4                                                                                97





 






         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 33 (Payment mechanics) of this Agreement.   21.9.    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.  21.10.   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.  21.11.   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).   EH8407053.4                                                                                98





 






                                         SECTION 8               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT  22.      REPRESENTATIONS  22.1.    General           (a)      Each Obligor makes the representations and warranties set out in this Clause 22                   to each Finance Party.  22.2.    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.  22.3.    Binding obligations           Subject to the Legal Reservations and to any of the matters specified in paragraphs (a) to           (d) inclusive of Clause 22.9:           (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.  22.4.    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.   EH8407053.4                                                                                99





 






22.5.    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.  22.6.    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.  22.7.    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.  22.8.    Insolvency           No:           (a)      corporate action, legal proceeding or other procedure or  step described in                    paragraph (a) of Clause 26.7 (Insolvency proceedings); or            (b)      creditors' process described in Clause 26.8 (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 26.6 (Insolvency) applies to           a member of the Group.   EH8407053.4                                                                               100





 






22.9.    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.  22.10.   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.  22.11.   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.   EH8407053.4                                                                               101





 






22.12.   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.  EH8407053.4                                                                               102





 






22.13.   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 23.1 (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 23.1 (Financial Statements) there has been no material adverse change                    in the assets, business or financial condition of the Group.    22.14.   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.   EH8407053.4                                                                               103





 






22.15.   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.  22.16.   Environmental laws           (a)      Each member   of the Group is in compliance with Clause 25.3 (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.  22.17.   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.  22.18.   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.  22.19.   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.   EH8407053.4                                                                               104





 






22.20.   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.  22.21.   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.  22.22.   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).  22.23.   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.    22.24.   Not restated  22.25.   Obligors           The  Parent has no Subsidiaries other than the Obligors where to do so would breach           Clause 25.36 (Guarantors).  22.26.   Accounting reference date           The Accounting Reference Date of each member of the Group is 31 January.   EH8407053.4                                                                               105





 






22.27.   Equity Documents           Not restated.   22.28.   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.  22.29.   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.  22.30.   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  EH8407053.4                                                                               106





 






                  (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   22.30 (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 22.30  (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.   22.31.   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.  22.32.   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.  22.33.   Times when representations made           (a)      All the representations and warranties in this Clause 22 are made  by each                    Obligor on the date of this Agreement.   EH8407053.4                                                                               107





 






         (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 22.13 (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 22 except Clause 22.12 (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.  23.      INFORMATION UNDERTAKINGS           The undertakings in this Clause 23 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.  23.1.    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   EH8407053.4                                                                               108





 






         (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).  23.2.    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 24 (Financial Covenants).           (c)      Each Compliance  Certificate shall be signed by one director of the Parent (as                    applicable).  23.3.    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 23.1 (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    EH8407053.4                                                                               109





 






                          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 24 (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.    23.4.    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    EH8407053.4                                                                               110





 






                          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 23.1 (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.  23.5.    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.  23.6.    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.    23.7.    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);   EH8407053.4                                                                               111





 






         (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 10.2                   (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.  23.8.    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).  23.9.    "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;   EH8407053.4                                                                               112





 






                  (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 28 (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.   EH8407053.4                                                                               113





 






24.      FINANCIAL COVENANTS  24.1.    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 25.30(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 24.4 (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;  EH8407053.4                                                                               114





 






         (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;    EH8407053.4                                                                               115





 






         (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;   EH8407053.4                                                                               116





 






         (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;           (d)      excluding, at any time after the Loan Note Instrument has been entered into,                   any accrued interest payable under the Loan Note Instrument, at any time when                    the Loan Notes  are subordinated to all amounts due  to the Finance Parties                    under, and in terms of, the Intercreditor Agreement,           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 10.2 (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;    EH8407053.4                                                                               117





 






         (d)      deducting the aggregate amount of Cash held by any member of the  Group at                    that time; and           (e)      excluding, at any time after the Loan Note Instrument has been entered into, the                    amount outstanding under the Loan Note Instrument, at any time when the Loan                    Notes are subordinated to all amounts due to the Finance Parties under, and in                    terms of, the Intercreditor Agreement,            and so that no amount shall be included or excluded more than once.           "Working Capital" means, on any date, Current Assets less Current Liabilities.    24.2.    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.  24.3.    Financial testing           The financial covenants set out in Clause 24.2 (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 23.1 (Financial Statements) and/or each Compliance           Certificate delivered pursuant to Clause 23.2 (Provision and contents of Compliance           Certificate).   24.4.    Equity Cure           (a)      In the event of any breach of any of the financial covenants in Clause 24.2                   (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):  EH8407053.4                                                                               118





 






                          (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                                     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 10.3(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 9.3 (Voluntary Prepayment of Term Loans)                    or Clause 9.4 (Voluntary Prepayment of Revolving Loans).     EH8407053.4                                                                               119





 






         (f)      Any recalculation made under this Clause 24.4 will be solely for the purpose of                    curing a Financial Covenant breach  and not for any other purpose  such  as                    calculation of Margin.  25.      GENERAL UNDERTAKINGS           The undertakings in this Clause 25 remain in force from the date of this Agreement  for so           long as any amount is outstanding under the Finance Documents or any Commitment is in           force.  25.1.    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.  25.2.    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.  25.3.    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.   EH8407053.4                                                                               120





 






25.4.    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,           where  the claim, if determined against that member of the Group, has or is reasonably           likely to have a Material Adverse Effect.  25.5.    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   23.1                           (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.   25.6.    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.  25.7.    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.    EH8407053.4                                                                               121





 






25.8.    Acquisitions           (a)      Except  as permitted  under  either Clause  25.30  (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:                    (i)     a Permitted Acquisition; or                    (ii)    a Permitted Transaction.  25.9.    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.  25.10.   Dormant subsidiaries           Not restated.  25.11.   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.   EH8407053.4                                                                               122





 






25.12.   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.  25.13.   Negative pledge           In this Clause 25.13, "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.           (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.  25.14.   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    EH8407053.4                                                                               123





 






                  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.  25.15.   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 25.15:                    (i)     intra-Group loans permitted under Clause 25.16 (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.  25.16.   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.  25.17.   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.  EH8407053.4                                                                               124





 






25.18.   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).                    (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   EH8407053.4                                                                               125





 






                           (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.  25.19.   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:                    (i)     is Permitted Financial Indebtedness;                     (ii)    is a Permitted Transaction; or                    (iii)   arises under the Loan Note Instrument, provided that on or prior to the                            entry into of the Loan Note Instrument:                             (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  (acting reasonably) has  approved  in  writing any                                      changes to such documents; and                             (C)      the relevant parties have  entered  into the  Intercreditor                                      Agreement, in the agreed form, subordinating such loan to                                      the amounts  due  under the  Finance Documents   and  the                                      Agent has confirmed to the Parent that it has received such                                      legal opinions and other documents as it requires in relation                                      to the  transactions referred to  in the  Genesco   Debt                                      Structuring Paper.  25.20.   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   EH8407053.4                                                                               126





 






         (b)      a Permitted Transaction.  25.21.   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.  25.22.   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.  25.23.   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.  25.24.   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.   EH8407053.4                                                                               127





 






25.25.   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.    25.26.   Intellectual Property           Each Obligor shall and the Parent shall procure that each member of the Group will:           (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.  25.27.   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 28 (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:   EH8407053.4                                                                               128





 






         (a)      in accordance with the provisions of Clause 39 (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.  25.28.   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.  25.29.   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.  25.30.   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.  25.31.   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   EH8407053.4                                                                               129





 






                  (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.  25.32.   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)):                    (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.  25.33.   Payment of Loan Notes           Not restated.  25.34.   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.    EH8407053.4                                                                               130





 






25.35.   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.            (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 25.35 (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   EH8407053.4                                                                               131





 






                  of any doubt, nothing in this Clause 25.35 (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.   25.36.   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.  26.      EVENTS OF DEFAULT           Each of the events or circumstances set out in this Clause 26 is an Event of Default (save           for Clause 26.22 (Acceleration)).  26.1.    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.  26.2.    Financial covenants and other obligations           (a)      Any requirement of Clause 24 (Financial covenants) is not satisfied or an Obligor                    does  not comply with   the provisions of  any of  Clauses  23.1  (Financial                    Statements), 23.2 (Provision and contents of Compliance   Certificate), 25.13                   (Negative Pledge), 25.14  (Disposals), 25.16 (Loans  or  credit), 25.17 (No                    Guarantees  or indemnities), 25.18  (Corporate Fees,  Dividends  and  share                    redemption), 25.19 (Financial Indebtedness) and 25.27 (Amendments).           (b)      An Obligor does  not comply with  any provision of any Transaction Security                    Document.   EH8407053.4                                                                               132





 






26.3.    Other obligations           (a)      An Obligor does not comply with any provision of the Finance Documents (other                    than those referred to in Clause 26.1 (Non-payment) and Clause 26.2 (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.  26.4.    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                    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.  26.5.    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 26.5 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.   EH8407053.4                                                                               133





 






26.6.    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.  26.7.    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.    EH8407053.4                                                                               134





 






26.8.    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.  26.9.    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.           (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.  26.10.   Intercreditor Agreement           (a)      Any party to the Intercreditor Agreement (other than a Finance Party or an                    Obligor) fails to comply with the provisions of, or does not perform its obligations                    under, the Intercreditor Agreement; or           (b)      a representation or warranty given by that party in the Intercreditor Agreement is                    incorrect in any material respect when made.           This Clause 26.10 shall have no effect until the Intercreditor Agreement is entered into,           and executed by, all parties thereto.   26.11.   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.  26.12.   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   EH8407053.4                                                                               135





 






         (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.  26.13.   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.  26.14.   Change of management           Not restated.  26.15.   Change of Key Personnel           Not restated.  26.16.   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.  26.17.   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.  26.18.   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.  26.19.   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    EH8407053.4                                                                               136





 






         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.  26.20.   Material adverse change           Any event or circumstance occurs which is reasonably likely to have a Material Adverse           Effect.  26.21.   Employee Benefit Trust           Not restated.  26.22.   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;           (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.   EH8407053.4                                                                               137





 






                                         SECTION 9                                     CHANGES TO PARTIES  27.      CHANGES TO THE LENDERS    27.1.    Assignments and transfers by the Lenders           Subject to this Clause 27 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").  27.2.    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  27.1                   (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 (if relevant); 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.   EH8407053.4                                                                               138





 






         (c)      A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure                    for transfer) is complied with and, if relevant, the New Lender enters into the                    documentation required for it to accede as a party to the Intercreditor Agreement.           (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 16  (Tax gross-up and indemnities) or Clause 17                           (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.  27.3.    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.  27.4.    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;   EH8407053.4                                                                               139





 






                  (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 27; 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.  27.5.    Procedure for transfer           (a)      Subject to the conditions set out in Clause 27.2 (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    EH8407053.4                                                                               140





 






                  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".  27.6.    Procedure for assignment           (a)      Subject to the conditions set out in Clause 27.2 (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   EH8407053.4                                                                               141





 






                  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 27.6 to                    assign their rights under the Finance Documents provided that they comply with                    the conditions set out in Clause 27.2 (Conditions of assignment or transfer).  27.7.    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.  27.8.    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 27.9 (Security over Lenders'                            rights); and   EH8407053.4                                                                               142





 






         (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 27.8 shall supersede any prior confidentiality undertaking signed by such                    Finance Party for the benefit of any member of the Group.  27.9.    Security over Lenders' rights           In addition to the other rights provided to Lenders under this Clause 27, 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.  27.10.   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 27.5 (Procedure for transfer) or any assignment                    pursuant to Clause 27.6 (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):   EH8407053.4                                                                               143





 






                  (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                                     27.10, have  been  payable  to  it on that date, but  after                                     deduction of the Accrued Amounts.           (b)      In this Clause 27.10 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 27.10 but which does not have a Commitment shall be deemed not to                    be a Lender  for the purposes of ascertaining whether the agreement of any,                    specified group of Lenders has been  obtained to approve  any request for a                    consent waiver, amendment    or other  vote of Lenders  under  the Finance                    Documents.  27.11.   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,    EH8407053.4                                                                               144





 






                          waiver, amendment   or other vote under the Finance Documents such                            Commitment shall be deemed to be zero; and                    (ii)    for the purposes of Clause 39.2 (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.   28.      CHANGES TO THE OBLIGORS  28.1.    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.  28.2.    Additional Borrowers           (a)      Subject to compliance with the provisions of paragraphs (c) and (d) of Clause                    23.9 ("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:   EH8407053.4                                                                               145





 






                  (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 16.2                   (Tax gross-up) and paragraph (b) of Clause 16.6 (HMRC   DT  Treaty Passport                    scheme confirmation) in accordance with those paragraphs.  28.3.    Resignation of a Borrower           (a)      In this Clause 28.3, Clause 28.5 (Resignation of a Guarantor) and Clause 28.7                   (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 25.14 (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.   EH8407053.4                                                                               146





 






         (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 28.5 (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 10.3 (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.   28.4.    Additional Guarantors           (a)      Subject to compliance with the provisions of paragraphs (b) and (c) of Clause                    23.9 ("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 25.36 (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.   EH8407053.4                                                                               147





 






         (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.  28.5.    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 28.3 (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 21.1 (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 28.3 (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  10.3 (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.  28.6.    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 22.33 (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.  EH8407053.4                                                                               148





 






28.7.    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.   EH8407053.4                                                                               149





 






                                        SECTION 10                                     THE FINANCE PARTIES  29.      ROLE OF THE AGENT, THE ARRANGER AND OTHERS  29.1.    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.  29.2.    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   EH8407053.4                                                                               150





 






                  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.  29.3.    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).  29.4.    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.  29.5.    No fiduciary duties           (a)      Nothing in this Agreement constitutes the Agent and/or the Arranger as a trustee                    or fiduciary of any other person.  EH8407053.4                                                                               151





 






         (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.  29.6.    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.  29.7.    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 26.1 (Non-payment));   EH8407053.4                                                                               152





 






                  (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                    14.2 (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.   EH8407053.4                                                                               153





 






29.8.    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.  29.9.    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   EH8407053.4                                                                               154





 






         (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.   29.10.   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.  29.11.   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   EH8407053.4                                                                               155





 






                          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.  29.12.   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   EH8407053.4                                                                               156





 






         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).  29.13.   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 29 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 29.  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.   EH8407053.4                                                                               157





 






         (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 16.10 (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 16.10 (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.  29.14.   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 29.14                   (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.   EH8407053.4                                                                               158





 






29.15.   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.  29.16.   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  35.6   (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 35.2 (Addresses)  and paragraph  (a)(ii) of Clause 35.6 (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   EH8407053.4                                                                               159





 






                  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.  29.17.   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.  29.18.   Role of Reference Banks           Not restated.  29.19.   Third party Reference Banks           Not restated.  29.20.   Agent's management time           Any amount payable to the Agent under Clause 18.3 (Indemnity to the Agent), Clause 20          (Costs and expenses)  and Clause 29.12 (Lenders' indemnity to the Agent) shall include   EH8407053.4                                                                               160





 






         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           15 (Fees).  29.21.   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.  29.22.   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.  30.      ROLE OF THE SECURITY TRUSTEE  30.1.    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).  30.2.    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.  30.3.    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    EH8407053.4                                                                               161





 






                  (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.  30.4.    Security Trustee's actions           Subject to the provisions of this Clause 30:           (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.  30.5.    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;   EH8407053.4                                                                               162





 






         (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.  30.6.    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.  30.7.    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.   EH8407053.4                                                                               163





 






30.8.    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.  30.9.    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    EH8407053.4                                                                               164





 






                  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.  30.10.   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.  30.11.   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.   EH8407053.4                                                                               165





 






         (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.  30.12.   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.  30.13.   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.  30.14.   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.  30.15.   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.  30.16.   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    EH8407053.4                                                                               166





 






         over that asset and to issue any certificates of non-crystallisation of floating charges that           may be required or desirable.  30.17.   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.  30.18.   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.  30.19.   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.  30.20.   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.  30.21.   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.  30.22.   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).   EH8407053.4                                                                               167





 






         (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 29 (Role of the Agent, the Arranger                    and others) and this Clause 30 (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.  30.23.   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.  30.24.   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    EH8407053.4                                                                               168





 






                  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.  30.25.   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 30.25,                    (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.   EH8407053.4                                                                               169





 






         (d)      For the purpose of this Clause 30.25, 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                    30.25, 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 30.25 or under any other provision of the                    Finance Documents), each Obligor acknowledges that:                    (i)     nothing in this Clause 30.25 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 30.25 (Parallel debt) shall apply only to the extent permitted by the                    applicable law.  31.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES  31.1.    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.  32.      SHARING AMONG THE FINANCE PARTIES  32.1.    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 33 (Payment mechanics) and applies that           amount to a payment due under the Finance Documents then:   EH8407053.4                                                                               170





 






         (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 33 (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 33.6 (Partial payments).  32.2.    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 33.6 (Partial payments).  32.3.    Recovering Finance Party's rights           (a)      On a distribution by the Agent under Clause 32.2 (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.  32.4.    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 32.2 (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.   EH8407053.4                                                                               171





 






32.5.    Exceptions           (a)      This Clause 32 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.   EH8407053.4                                                                               172





 






                                        SECTION 11                                       ADMINISTRATION  33.      PAYMENT MECHANICS  33.1.    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.  33.2.    Distributions by the Agent           Each  payment  received by the Agent under the Finance  Documents  for another Party           shall, subject to Clause 33.3 (Distributions to an Obligor) and Clause 33.4 (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.  33.3.    Distributions to an Obligor           The Agent may (with the consent of the Obligor or in accordance with Clause 34 (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.  33.4.    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   EH8407053.4                                                                               173





 






                  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.  33.5.    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 33.1 (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 33.5 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                    29.14 (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   EH8407053.4                                                                               174





 






                  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 33.2 (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.  33.6.    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.  33.7.    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.   EH8407053.4                                                                               175





 






33.8.    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.  33.9.    Currency of account           (a)      Subject to paragraphs (b) to (e) below, the Base Currency is the currency of                    account and  payment  for any sum due   from an Obligor under  any Finance                    Document.           (b)      A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid                    Sum shall be made  in the currency in which that Utilisation or Unpaid Sum is                    denominated, 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 the Base                    Currency shall be paid in that other currency.      33.10.   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   EH8407053.4                                                                               176





 






                  and market practice in the relevant interbank market and otherwise to reflect the                    change in currency.  33.11.   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 39 (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                    33.11; and           (f)      the Agent shall notify the Finance Parties of all changes agreed pursuant to                    paragraph (d) above.  34.      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.   EH8407053.4                                                                               177





 






35.      NOTICES  35.1.    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.  35.2.    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.  35.3.    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  35.2 (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.   EH8407053.4                                                                               178





 






         (d)      Any communication or document made or delivered to the Parent in accordance                    with this Clause 35.3 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.  35.4.    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 35.2 (Addresses) or changing its own address or fax           number, the Agent shall notify the other Parties.  35.5.    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.  35.6.    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.   EH8407053.4                                                                               179





 






         (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.  35.7.    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.  36.      CALCULATIONS AND CERTIFICATES  36.1.    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.  36.2.    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.  36.3.    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.  37.      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.   EH8407053.4                                                                               180





 






38.      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.  39.      AMENDMENTS AND WAIVERS  39.1.    Required consents           (a)      Subject to Clause 39.2 (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 39.           (c)      Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 29.7                   (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                    39 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 27.10 (Pro rata interest settlement) shall apply to this                    Clause 39.1.  39.2.    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;  EH8407053.4                                                                               181





 






                  (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 28 (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 10                           (Mandatory  prepayment), Clause 25.35 (Sanctions and Anti-Corruption                            Law  Representations), Clause  25.35 (Sanctions  and anti-corruption                            law), Clause 27 (Changes  to the Lenders), this Clause 39, Clause 45                           (Governing law) or 46.1 (Jurisdiction of English courts);                    (ix)    the nature or scope of:                            (A)      the  guarantee  and  indemnity granted  under  Clause  21                                    (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.   39.3.    Replacement of Screen Rate           (a)      If a Screen Rate  Replacement   Event occurs, the Lender  may,  without the                    consent of any of the Obligors, having given not less than 20 Business Days'                    prior notice to the Parent, change or supplement  any term  of any Finance                    Document (including, for the avoidance of doubt, any Hedging Agreement) to:   EH8407053.4                                                                               182





 






                  (i)     provide for the use of a Replacement Benchmark; and                    (ii)                            (A)      align any provision of any Finance Document to the use of that                                     Replacement Benchmark;                            (B)      enable  that Replacement  Benchmark   to be  used  for the                                     calculation of interest under any Finance Document (including,                                     without limitation, any consequential changes  required to                                     enable  that Replacement  Benchmark   to be  used  for the                                     purposes of any Finance Document);                            (C)      implement market conventions applicable to that Replacement                                     Benchmark   (including, without limitation, regarding Break                                     Costs and Default Interest);                            (D)      provide for  appropriate fall-back (and market  disruption)                                     provisions for that Replacement Benchmark;                            (E)      provide for any changes to the terms for voluntary prepayment                                     and  Interest Periods of the Loans, to the extent that any                                     changes  are required to reflect the use of a Replacement                                     Benchmark; and/or                            (F)      apply a Credit Spread Adjustment.           (b)      Any change or supplement to the terms of any Finance Document:                     (i)     shall be made  solely for the purposes referred to in Clauses 39.3(a)(i)                            and/or (ii) above and may  change  or supplement, without limitation,                            Clause  11  (Interest), Clause 9.3 (Voluntary Prepayment   of Term                            Loans), Clause 9.4 (Voluntary Prepayment of Revolving Loans), Clause                            9  (Mandatory  Prepayment),  Clause  10 (Restrictions), Clause 12.3                            (Default Interest) and/or any relevant defined terms used in therein and,                            in making  such changes  or supplements, the Agent  may (but is not                            obliged to) take into account terms that (a) are generally accepted in the                            international or domestic lending market for loans that use the relevant                            Replacement   Benchmark  and/or (b) are consistent with similar loan                            facilities using the relevant Replacement Benchmark originated by the                            Agent (or other members of the LBG Group) to similar borrowers; and                    (ii)    may  include such other consequential changes or supplements to any                            Finance Document which are, in the opinion of the Agent, necessary or                            desirable in connection  with the purposes  referred to in Clauses                            39.3(a)(i) and/or (ii) above.    EH8407053.4                                                                               183





 






         (c)      Any notice given by the Agent to the Borrower pursuant to this Clause 39.3(c)                   shall:                    (i)     contain details of the proposed  changes  and  supplements  to any                            Finance Document;                    (ii)    specify the date(s) on which such changes and supplements  will take                            effect (which, in any event, shall be no earlier than the expiry of the                            notice period given by the Lender in accordance with Clause 39.3(a)                            above); and                    (iii)   constitute a Finance Document.           (d)      Upon taking effect, the changes and/or supplements set out in the notice given                    by the Agent under Clause 39.3(c) shall be deemed to be incorporated into the                    relevant Finance Document as if set out in full therein and shall be binding on any                    of the Obligors.           (e)      For the avoidance of doubt, the Agent may propose changes or supplements to                    any Finance Document   in accordance with this Clause 39.3 on more than one                    occasion during the term of the Loans.           (f)      In this Clause 39.3:                    "Credit Spread  Adjustment"  means   (a) a spread  (which may be   positive,                    negative or zero) or (b) a formula or methodology for calculating a spread, in                    each case as determined by the Lender, which is to be applied to the Loans and,                    if applicable, the transactions contemplated by the Hedging Agreement 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 the Replacement                    Benchmark (and if any spread or formula or methodology for calculating a spread                    has been  formally designated, nominated or recommended    by the  Relevant                    Nominating Body, the spread or formula or methodology for calculating a spread                    shall be no higher than as would be determined on the basis of such designation,                    nomination or recommendation);                    "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;                    "Replacement Benchmark" means:                    (a)     Compounded SONIA; or                    (b)     the  Base  Rate  over the  relevant Interest Period (which may be                            calculated as the arithmetic mean of such daily rates, rounded upwards                            to four decimal places); or   EH8407053.4                                                                               184





 






                  (c)     a  benchmark    rate which  is  formally designated, nominated   or                            recommended as the replacement for the Screen Rate by:                            (i)      the administrator of the Screen Rate (provided that the market                                     or economic reality that such benchmark rate measures is the                                     same as that measured by the 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; or                    (d)     a  benchmark  rate which  is, in the opinion of the Agent, generally                            accepted in the international or any relevant domestic loan markets as                            the appropriate successor to the Screen Rate; or                    (e)     a benchmark rate which is, in the opinion of the Agent, an appropriate                            successor to the Screen Rate;                    "Screen Rate Replacement Event" means, in relation to the Screen Rate:                    (a)     in the opinion of the Agent, the methodology, formula or other means of                            determining the Screen  Rate  has materially changed  or is likely to                            materially change at a future time;                    (b)                            (iii)    the administrator of the Screen Rate or its supervisor publicly                                     announces that such administrator is insolvent; or                            (iv)     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 the Screen Rate is insolvent,                            provided  that, in each case,  at that time, there is no successor                            administrator to continue to provide the Screen Rate;                    (c)     the administrator of the Screen Rate publicly announces  that it has                            ceased  or will cease, to provide the Screen  Rate  permanently  or                            indefinitely and, at that time, there is no successor administrator to                            continue to provide the Screen Rate;                    (d)     the Screen  Rate ceases  to be published by the administrator of that                            Screen  Rate and, at that time, there is no successor administrator to                            continue to provide that Screen Rate;  EH8407053.4                                                                               185





 






                  (e)     the  supervisor of the  administrator of the  Screen  Rate  publicly                            announces  that the Screen Rate  has been  or will be permanently or                            indefinitely discontinued;                     (f)     the administrator of the Screen Rate or its supervisor announces that                            the Screen Rate may no longer be used;                     (g)     the administrator of the Screen Rate determines that the Screen Rate                            should  be calculated in accordance with its reduced submissions or                            other  contingency or  fall-back policies or arrangements  and  the                            circumstance(s) or event(s) leading to such determination are not, in the                            opinion of the Lender, temporary;                     (h)     a public statement by the regulatory supervisor for the administrator of                            the  Screen  Rate  announcing  that the Screen  Rate  is no  longer                            representative;                    (i)     in the opinion of the Agent, the Screen Rate is or will, at a future time,                            no longer be appropriate for the purposes of calculating interest under                            this letter; or                    (j)     in the opinion of the Agent, alternative means of determining the Screen                            Rate  has, or will be, adopted by the Lenders  or the broader loans                            markets.  39.4.    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  9.1 (Illegality) or to pay additional amounts pursuant to Clause                            17.1 (Increased Costs) or Clause 16.2 (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 27 (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                    Utilisations and all accrued interest and/or Break Costs and other amounts                    payable in relation thereto under the Finance Documents.   EH8407053.4                                                                               186





 






         (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".  39.5.    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.           (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    EH8407053.4                                                                               187





 






                  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 39.5, 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.  39.6.    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 27 (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;                    (ii)    neither the Agent nor the Defaulting Lender shall have any obligation to                            the Parent to find a Replacement Lender;   EH8407053.4                                                                               188





 






                  (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.  40.      CONFIDENTIALITY  40.1.    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   40.2 (Disclosure of           Confidential Information) and Clause 40.3 (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.  40.2.    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                            more  Obligors and to any  of that person's Affiliates, Related Funds,                            Representatives and professional advisers;   EH8407053.4                                                                               189





 






                  (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 29.16 (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  27.9                           (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;                            (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    EH8407053.4                                                                               190





 






                                   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.  40.3.    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 45 (Governing law);                    (vi)    the names of the Agent and the Arranger;                    (vii)   date of each amendment and restatement of this Agreement;                    (viii)  amounts of, and names of, the Facilities (and any tranches);                    (ix)    amount of Total Commitments;  EH8407053.4                                                                               191





 






                  (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.  40.4.    Entire agreement           This Clause 40 (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.  40.5.    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    EH8407053.4                                                                               192





 






         dealing and market abuse  and each  of the Finance Parties undertakes not to use any           Confidential Information for any unlawful purpose.  40.6.    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 40.2 (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 40 (Confidentiality).   40.7.    Continuing obligations           The obligations in this Clause 40 (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.  41.      DISCLOSURE OF LENDER DETAILS BY AGENT  41.1.    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.  41.2.    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:   EH8407053.4                                                                               193





 






                  (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.   41.3.    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.  41.4.    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.  41.5.    Lender details definitions           In this Clause 41:           "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    EH8407053.4                                                                               194





 






         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).  42.      CONFIDENTIALITY OF FUNDING RATES  42.1.    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 12.4                           (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,                            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    EH8407053.4                                                                               195





 






                          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.   42.2.    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 42.1 (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 42.  42.3.    No Event of Default           No Event of Default will occur under Clause 26.3 (Other obligations) by reason only of an           Obligor's failure to comply with this Clause 42.  43.      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.   EH8407053.4                                                                               196





 






44.      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.   EH8407053.4                                                                               197





 






                                        SECTION 12                             GOVERNING LAW AND ENFORCEMENT  45.      GOVERNING LAW           This Agreement is, and any non contractual obligations arising out of or in connection with           it are, governed by English law.  46.      ENFORCEMENT  46.1.    Jurisdiction of English courts           (a)      The courts of England have exclusive jurisdiction to settle any dispute arising out                    of or in connection with this Agreement  (including a dispute 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.  46.2.    Service of process           (a)      Without prejudice to any other mode of service allowed under any relevant law,                    each Obligor (other than an Obligor incorporated in 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 46 and Clause 45   (Governing law).   EH8407053.4                                                                               198





 






This Agreement has been entered into on the date stated at the beginning of this Agreement.   EH8407053.4                                                                               199





 






                                        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)   EH8407053.4                                                                               200





 






                                            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                nil            £19,000,000            nil   EH8407053.4                                                                               201





 






                                        SCHEDULE 2                                   CONDITIONS PRECEDENT                                              Part I                          Conditions precedent to signing of Agreement  Not restated   EH8407053.4                                                                               202





 






                                            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.  EH8407053.4                                                                               203





 






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 22.28 (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 46.2 (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.   EH8407053.4                                                                               204





 






                                        SCHEDULE 3                                           REQUEST                                              Part I                                       Utilisation Request                                             Loans  From:   [Borrower] [Parent]  To:     Lloyds Bank plc  Dated:  Dear Sirs  Schuh       Limited     –     £19,000,000     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]           Currency of Loan:            [      ]           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   .......................................  EH8407053.4                                                                               205





 






authorised signatory for [the Parent on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower]  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.   EH8407053.4                                                                               206





 






                                            Part II                                        Selection Notice                                   Applicable to a Term Loan  From:   Schuh  Limited  To:     Lloyds Bank plc  Dated:  Dear Sirs  Schuh   Limited - £19,000,000 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.   EH8407053.4                                                                               207





 






                                        SCHEDULE 4                                          [Not restated]   EH8407053.4                                                                               208





 






                                        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     –     £19,000,000     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 27.5 (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 27.5                   (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 35.2 (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 27.4 (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];  EH8407053.4                                                                               209





 






                  (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.]5  [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.                                                         5 Delete as applicable.  EH8407053.4                                                                               210





 






[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.   EH8407053.4                                                                               211





 






                                      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:   EH8407053.4                                                                               212





 






                                        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 - £19,000,000  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 27.6 (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 27.4 (Limitation of responsibility of Existing           Lenders).   EH8407053.4                                                                               213





 






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].6  7.       The Facility Office and address, fax number and attention details for notices of the New           Lender for the purposes of Clause 35.2 (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,                                                        6 Delete as applicable.    EH8407053.4                                                                               214





 






         that it wishes that scheme to apply to the Facilities Agreement.]7  [9/10]   This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon           delivery in accordance with Clause 27.7 (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.                                                         7 Delete as applicable  EH8407053.4                                                                               215





 






                                      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:   EH8407053.4                                                                               216





 






                                        SCHEDULE 7                                 FORM OF ACCESSION LETTER  To:     Lloyds Bank plc as Agent  From:   [Subsidiary] and [Parent]  Dated:  Dear Sirs  Schuh   Limited – £19,000,000 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  [28.2 (Additional Borrowers)]/[Clause 28.4          (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].8  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]                                                         8 Include in the case of an Additional Borrower.   EH8407053.4                                                                               217





 






                                        SCHEDULE 8                                FORM OF RESIGNATION LETTER  To:     Lloyds Bank plc as Agent  From:   [resigning Obligor] and [Parent]  Dated:  Dear Sirs  Schuh  Limited  - £19,000,000 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 28.3 (Resignation of a Borrower)]/[Clause 28.5 (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                    10.2 (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.  EH8407053.4                                                                               218





 






                                        SCHEDULE 9                             FORM OF COMPLIANCE CERTIFICATE  To:     Lloyds Bank plc as Agent  From:   Schuh Limited as the Parent  Dated:  Dear Sirs  Schuh  Limited  - £19,000,000 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]   EH8407053.4                                                                               219





 






                                        SCHEDULE 10                              FORM OF INCREASE CONFIRMATION  Not restated.   EH8407053.4                                                                               220





 






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   EH8407053.4                                                                               221





 






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   EH8407053.4                                                                               222





 






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   EH8407053.4                                                                               223





 






THE LENDER  LLOYDS BANK PLC   By:   Address:       As above  Fax:           As above  Attention:     As above   EH8407053.4                                                                               224