Exhibit 10.1





 


EXECUTION
VERSION


 


€1,500,000,000


 


FACILITY
AGREEMENT


 


 


dated
1 July 2020


 


 


for


 


 


EUROPEAN
CENTRAL COUNTERPARTY N.V.


 


as
the Company


 


 


with


 


Cboe
GLOBAL MARKETS, INC.


 


as
the Guarantor


 


 


and


 


BANK
OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY, BANK OF CHINA LIMITED, LONDON BRANCH, BARCLAYS BANK PLC, CITIGROUP
GLOBAL MARKETS LIMITED, DEUTSCHE BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED
LONDON BRANCH, J.P. MORGAN SECURITIES PLC, NORDEA DANMARK, FILIAL AF NORDEA BANK ABP, FINLAND, ROYAL BANK OF CANADA, SUMITOMO
MITSUI BANKING CORPORATION EUROPE LIMITED, THE TORONTO-DOMINION BANK, LONDON BRANCH


 


as
Arrangers


 


and


 


BANK
OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY


 


as
Co-ordinator


 


and


 


BANK
OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY


 


acting
as Facility Agent


 


and


 


CITIBANK
N.A., LONDON BRANCH





acting
as Security Agent


 


Ref:
L-292794/EC/SLA


 


Linklaters
LLP


 





 



    


     


    







 


CONTENTS


 


	CLAUSE		PAGE
	SECTION
    1
	INTERPRETATION
	1.	Definitions
    and interpretation	2
	SECTION
    2
	The
    Facility
	2.	The
    Facility	38
	3.	Purpose	45
	4.	Conditions
    of Utilisation	46
	SECTION
    3
	UTILISATION
	5.	Utilisation
    – Revolving Loans	49
	6.	Utilisation
    – Swingline Loans	51
	7.	Optional
    Currencies	56
	SECTION
    4
	REPAYMENT,
    PREPAYMENT AND CANCELLATION
	8.	Repayment	58
	9.	Prepayment
    and cancellation	59
	SECTION
    5
	COSTS
    OF UTILISATION
	10.	Interest	64
	11.	Interest
    Periods	65
	12.	Changes
    to the calculation of interest	66
	13.	Fees	68
	SECTION
    6
	ADDITIONAL
    PAYMENT OBLIGATIONS
	14.	Tax
    gross-up and indemnities	70
	15.	Increased
    costs	76
	16.	Other
    indemnities	78
	17.	Mitigation
    by the Lenders	81
	18.	Costs
    and expenses	81
	SECTION
    7
	guarantee
	19.	Guarantee
    and indemnity	84
	SECTION
    8
	REPRESENTATIONS,
    UNDERTAKINGS AND EVENTS OF DEFAULT
	20.	Representations
    of the Company	87
	21.	Representations
    of the Guarantor	93
	22.	Information
    undertakings	96
	23.	Company
    general undertakings	100
	24.	Guarantor
    general undertakings	107
	25.	Events
    of Default	108



 






    (i)


     


    




 


	SECTION
    9
	CHANGES
    TO PARTIES
	26.	Changes
    to the Lenders	113
	27.	Changes
    to the Obligors	118
	SECTION
    10
	FINANCE
    PARTIES
	28.	Role
    of the Agents, the Security Agent and the Arranger	119
	29.	Application
    of Proceeds	134
	30.	Conduct
    of business by the Secured Parties	135
	31.	Sharing
    among the Finance Parties	135
	SECTION
    11
	ADMINISTRATION
	32.	Payment
    mechanics	138
	33.	Set-off	143
	34.	Notices	143
	35.	Calculations
    and certificates	145
	36.	Partial
    invalidity	146
	37.	Remedies
    and waivers	146
	38.	Amendments
    and waivers	146
	39.	Confidential
    Information	150
	40.	Confidentiality
    of Funding Rates	154
	41.	Counterparts	156
	42.	Contractual
    Recognition of Bail-In	156
	SECTION
    12
	GOVERNING
    LAW AND ENFORCEMENT
	43.	Governing
    law	158
	44.	Enforcement	  158



 


 


THE
SCHEDULES


 




	SCHEDULE	PAGE
	 	 
	SCHEDULE 1 The Original Lenders	161
	SCHEDULE 2 Conditions precedent to initial
    utilisation	164
	SCHEDULE 3 Requests	167
	SCHEDULE 4 Form of Transfer Certificate	170
	SCHEDULE 5 Form of Assignment Agreement	173
	SCHEDULE 6 Borrowing Base	176
	SCHEDULE 7 Form of Compliance Certificate	192
	SCHEDULE 8 Timetables	194
	SCHEDULE 9 Form of Increase Confirmation	202
	SCHEDULE 10 Form of Accordion Increase
    Request	204
	SCHEDULE 11 Form of Accordion Increase
    Confirmation	206
	SCHEDULE 12 Designated Entities	209
	SCHEDULE 13 Other Benchmarks	211



 






    (ii)


     


    

 


THIS
AGREEMENT is dated 1 July 2020 and made between:


 


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



 


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



 


		(3)	BANK
                                         OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as co-ordinator (the
                                         "Co-ordinator");



 


		(4)	BANK
                                         OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY and BANK OF CHINA
                                         LIMITED, LONDON BRANCH, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS LIMITED, DEUTSCHE
                                         BANK LUXEMBOURG S.A., GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES PLC, NORDEA DANMARK,
                                         FILIAL AF NORDEA BANK ABP, FINLAND, ROYAL BANK OF CANADA, THE TORONTO-DOMINION BANK,
                                         LONDON BRANCH as bookrunners (the "Bookrunner Mandated Lead Arrangers")
                                         and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED LONDON BRANCH and SUMITOMO MITSUI
                                         BANKING CORPORATION EUROPE LIMITED as mandated lead arrangers (the "Mandated
                                         Lead Arrangers") (the Bookrunner Mandated Lead Arrangers, the Mandated Lead
                                         Arrangers and the Co-ordinator each an "Arranger");



 


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



 


		(6)	BANK
                                         OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as agent of the other
                                         Finance Parties (the "Facility Agent");



 


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



 


		(8)	BANK
                                         OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY as agent of the other
                                         Finance Parties in relation to Swingline Loans denominated in euro or sterling (the "€/£
                                         Swingline Agent") and in relation to Swingline Loans denominated in Swiss Francs
                                         (the "Swiss Francs Swingline Agent");



 


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



 


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



 


IT
IS AGREED as follows:


 






    1


     


    

 


SECTION
1








 


INTERPRETATION


 


		1.	Definitions
                                         and interpretation



 


		1.1	Definitions



 


In
this Agreement:


 


"€STR"
means, in relation to any day:


 


		(a)	the
                                         applicable Screen Rate for that day; or



 


		(b)	as
                                         otherwise determined pursuant to Clause ‎‎12.5
                                         (Unavailability of Screen Rate –Swingline Loans),



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Agent"
means the Facility Agent, the U.S. Dollar Swingline Agent, the €/£ Swingline Agent, the Swiss Francs Swingline Agent
or the Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent.


 






    2


     


    







 


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


 


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


 


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


 


"Availability
Period" means:


 


		(a)	in
                                         relation to Revolving Facility A, Revolving Facility B, Revolving Facility C, Revolving
                                         Facility D and Revolving Facility E, the period from and including the date of this Agreement
                                         to and including the Termination Date; and



 


		(b)	in
                                         relation to Swingline Facility A, Swingline Facility B, Swingline Facility C, Swingline
                                         Facility D and Swingline Facility E, the period from and including the date of this Agreement
                                         to and including the Termination Date.



 


"Available
Commitment" means:


 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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


 






    3


     


    

 


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


 


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


 


"Base
Currency" or "€" means euro.


 


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


 


"Benchmark
Rate" means, in relation to any Loan in a Non-LIBOR Currency:


 


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



 


		(b)	as
                                         otherwise determined pursuant to Clause 12.1 (Unavailability of Screen Rate –
                                         Revolving Loans) or Clause 12.5 (Unavailability of Screen Rate – Swingline
                                         Loans),



 


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


 


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


 


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


 


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


 


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



 


exceeds:


 


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



 


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


 


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



 


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



 






    4


     


    

 


		(c)	(in
                                         relation to any date for payment or purchase of (or the fixing of an interest rate in
                                         relation to) a Non-LIBOR Currency) any day specified as such in respect of that currency
                                         in Schedule 13 (Other Benchmarks).



 


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


 


"Cboe
Merger Event" means any amalgamation, demerger, merger or corporate reconstruction of the Guarantor, provided that a
Cboe Merger Event shall not occur if:


 


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



 


		(b)	the
                                         Guarantor is the surviving legal entity following any such amalgamation, demerger, merger
                                         or corporate reconstruction; and



 


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



 


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


 


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



 


		(b)	as
                                         otherwise determined pursuant to Clause ‎‎12.1
                                         (Unavailability of Screen Rate – Revolving Loans) or Clause 12.5 (Unavailability
                                         of Screen Rate – Swingline Loans), and



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


"Collateral
Cash Accounts" means each of the following cash accounts: account number 0012751003, 0012751011, 0012759071 and 0012751038
held in the name of the Company with


 






    5


     


    

 


Citibank
N.A., London Branch, account number 0032860214, 0032860028 and 0032860036 held in the name of the Company with Citibank Europe
plc, Dublin and account number 90401852468 held in the name of the Company with Citibank Europe plc, Sweden Branch pursuant to
the Custody Agreement.


 


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


 


"Collateral
Monitoring Deed" means the Collateral Monitoring Deed entered into on or about the date of this Agreement between the
Company, the Security Agent and the Custodians and Collateral Monitor.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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







    6


     


    

 


		(b)	another
                                         Finance Party, if the information was obtained by that Finance Party directly or indirectly
                                         from any member of the Group, any member of the Cboe Group or any of its respective advisers,



 


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


 


		(i)	information
                                         that:



 


		(A)	is
                                         or becomes public information other than as a direct or indirect result of any breach
                                         by that Finance Party of Clause ‎‎39
                                         (Confidential Information);



 


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



 


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



 


		(ii)	any
                                         Funding Rate.



 


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


 


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


 


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


 


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


 


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


 


"Default"
means an Event of Default or any event or circumstance specified in Clause ‎‎25 (Events of Default) which would
(with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination
of any of the foregoing) be an Event of Default.


 


"Defaulting
Lender" means any Lender:


 


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



 






    7


     


    

 


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



 


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



 


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


 


		(i)	its
                                         failure to pay is caused by:



 


		(A)	administrative
                                         or technical error; or



 


		(B)	a
                                         Disruption Event,



 


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


 


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



 


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


 


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


 


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


 


"Disruption
Event" means either or both of:


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 






    8


     


    

 


 



 


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


 


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


 


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


 


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


 


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


 


"Enhanced
 €STR" means, in relation to any day, the percentage rate per annum which is the aggregate of the applicable:


 


		(a)	€STR;
                                         and



 


		(b)	EONIA-€STR
                                         Spread,



 


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


 


"EONIA-€STR
Spread" means, in relation to any day, 8.5bps.


 


"EURIBOR"
means, in relation to any Loan in euro:


 


		(a)	the
                                         applicable Screen Rate as of the Specified 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 ‎‎12.1
                                         (Unavailability of Screen Rate – Revolving Loans),



 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 






    9


     


    

 


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


 


"Facility
Office" means the office or offices notified by a Lender to the Facility Agent (and, in the case of the Swingline Lenders,
to the relevant Swingline Agent) in writing on or before the date it becomes a Lender (or, following that date, by not less than
five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.


 


"Fallback
Interest Period" means five Business Days or, if the Loan is in a Non-LIBOR Currency, the period specified as such in
respect of that currency in Schedule 13 (Other Benchmarks).


 


"FATCA"
means:


 


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



 


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



 


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



 


"FATCA
Application Date" means:


 


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



 


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



 


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


 


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


 


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


 


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



 


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



 






    10


     


    

 


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


 


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


 


"Finance
Document" means this Agreement, any Fee Letter, any Security Document, any Accordion Increase Request, any Accordion
Increase Confirmation and any other document designated as such by the Facility Agent and the Company.


 


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


 


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


 


		(a)	moneys
                                         borrowed;



 


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



 


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



 


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



 


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



 


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



 


		(g)	any
                                         derivative transaction entered into in connection with protection against or benefit
                                         from fluctuation in any rate or price (and, when calculating the value of any derivative
                                         transaction, only the marked to market value (or, if any actual amount is due as a result
                                         of the termination or close-out of that derivative transaction, that amount) shall be
                                         taken into account);



 


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



 


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



 


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


 


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


 






    11


     


    

 


"Funding
Rate" means any individual rate notified by a Lender to the relevant Agent pursuant to paragraph (a)(ii) of Clause ‎‎12.3
(Cost of funds – Revolving Loans); or paragraph (a)(ii) of Clause 12.6 (Cost of funds – Swingline Loans).


 


"GAAP"
means:


 


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



 


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



 


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


 


"Guarantor
Material Adverse Effect" means:


 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


"Impaired
Agent" means an Agent at any time when:


 


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



 


		(b)	that
                                         Agent otherwise rescinds or repudiates a Finance Document;



 






    12


     


    

 


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



 


		(d)	an
                                         Insolvency Event has occurred and is continuing with respect to that Agent;



 


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


 


		(i)	its
                                         failure to pay is caused by:



 


		(A)	administrative
                                         or technical error; or



 


		(B)	a
                                         Disruption Event,



 


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


 


		(ii)	that
                                         Agent is disputing in good faith whether it is contractually obliged to make the payment
                                         in question.



 


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


 


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


 


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


 


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


 


"Interest
Period" means, in relation to a Loan, each period determined in accordance with Clause ‎‎11 (Interest
Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause ‎‎10.5 (Default
interest).


 


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


 


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


 


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



 


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



 


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


 






    13


     


    

 


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


 


		(a)	the
                                         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 the Specified Time for the currency of that Loan.


 


"Legal
Reservations" means:


 


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



 


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



 


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



 


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



 


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


 


"LIBOR"
means, in relation to any Loan:


 


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



 


		(b)	as
                                         otherwise determined pursuant to Clause ‎‎
                                         12.1 (Unavailability of Screen Rate – Revolving Loans) ,



 


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


 


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


 


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


 


"LMA"
means the Loan Market Association.


 






    14


     


    

 


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


 


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


 


"Majority
Lenders" means a Lender or Lenders whose Revolving Facility Commitments aggregate more than 662/3
per cent. of the Total Revolving Facility Commitments (or, if the Total


 


Revolving
Facility Commitments have been reduced to zero, aggregated more than 662/3 per cent. of the Total Revolving
Facility Commitments immediately prior to the reduction).


 


"Margin"
means 1.75 per cent. per annum.


 


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


 


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


 


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



 


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



 


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



 


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



 


"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)	other
                                         than where paragraph (b) below applies:



 


		(i)	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; and



 


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



 


		(b)	in
                                         relation to an Interest Period for any Loan (or any other period for the accrual of commission
                                         or fees) in a Non-LIBOR Currency for which there are rules specified as "Business
                                         Day Conventions" in respect of that currency in Schedule 13 (Other Benchmarks),
                                         those rules shall apply.



 


The
rules in paragraph (a) above will only apply to the last Month of any period.


 


"Net
Worth" means, at any time in relation to the Guarantor, the Guarantor's stockholders' equity determined in accordance
with GAAP in effect at that time (as modified pursuant to any


 






    15


     


    

 


requirement
of federal or state law of the United States or any rule or regulation of any United States federal or state governmental authority,
including any applicable rule or regulation of the Securities and Exchange Commission).


 


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


 


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


 


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


 


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



 


		(b)	as
                                         otherwise determined pursuant to Clause ‎‎12.1
                                         (Unavailability of Screen Rate – Revolving Loans) or Clause 12.5 (Unavailability
                                         of Screen Rate – Swingline Loans),



 


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


 


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


 


"Non-LIBOR
Currency" means Danish Krone, Norwegian Krone and Swedish Krona.


 


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


 


"Obligor"
means the Company or the Guarantor.


 


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


 


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


 


"Original
Financial Statements" means:


 


		(a)	in
                                         relation to the Company, the audited consolidated financial statements of the Group for
                                         the financial year ended 31 December 2018; and



 


		(b)	in
                                         relation to the Guarantor, its audited consolidated financial statements for its financial
                                         year ended 31 December 2019.



 


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


 


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


 


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


 


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


 






    16


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


"Overnight
CHF LIBOR" means, in relation to any day:


 


		(a)	the
                                         applicable Screen Rate as of 10:40 a.m. Zurich time on that day; or



 


		(b)	as
                                         otherwise determined in accordance with Clause 12.5 (Unavailability of Screen Rate
                                         – Swingline Loans),



 


"Overnight
LIBOR" means, in relation to any day:


 


		(a)	the
                                         applicable Screen Rate as of 11:00 a.m. on that day; or



 


		(b)	as
                                         otherwise determined in accordance with Clause 12.5 (Unavailability of Screen Rate
                                         – Swingline Loans),



 


and
if, in each case, that rate is less than zero, Overnight LIBOR shall be deemed to be zero.


 






    17


     


    

 


"Participating
Member State" means any member state of the European Union that adopts or has adopted, and in each case continues to
adopt, the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary
Union.


 


"Party"
means a party to this Agreement.


 


"Perfection
Requirements" means the making of the appropriate registrations, filings or notifications of the Security Documents as
specifically contemplated by any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).


 


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


 


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


 


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


 


"Quotation
Day" means, in relation to any period for which an interest rate is to be determined:


 


		(a)	



 


		(i)	(if
                                         the currency is sterling) the first day of that period;



 


		(ii)	(if
                                         the currency is euro) two TARGET Days before the first day of that period; or



 


		(iii)	(for
                                         any other currency (other than a Non-LIBOR Currency)) two Business Days before the first
                                         day of that period,



 


(unless
market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined
by the relevant Agent in accordance with market practice in the Relevant Market (and if quotations for that currency and period
would normally be given on more than one day, the Quotation Day will be the last of those days)); or


 


		(b)	(if
                                         the currency is a Non-LIBOR Currency) the day specified as such in respect of that currency
                                         in Schedule 13 (Other Benchmarks).



 


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


 


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


 


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


 


"Regulatory
Authority" means:


 


		(a)	the
                                         DNB;



 


		(b)	the
                                         AFM; and/or



 






    18


     


    

 



 


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



 


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


 


"Related Lender"
means:


 


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



 


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



 


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


 


"Relevant Jurisdiction"
means, in relation to an Obligor:


 


		(a)	its
                                         jurisdiction of incorporation;



 


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



 


		(c)	any
                                         jurisdiction where it conducts its business; and



 


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



 


"Relevant Market"
means:


 


		(a)	in
                                         relation to euro and subject to paragraph (b) below, the European interbank market and,
                                         in relation to any other currency (other than a Non-LIBOR Currency and subject to paragraph
                                         (c) below), the London interbank market;



 


		(b)	in
                                         relation to euro and a Swingline Facility, the euro wholesale market;



 


		(c)	in
                                         relation to sterling and a Swingline Facility, the sterling wholesale market; and



 


		(d)	in
                                         relation to a Non-LIBOR Currency, the market specified as such in respect of that currency
                                         in Schedule 13 (Other Benchmarks).



 


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


 


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


 



    19


     


    

 


Loan) a Swingline Business Day,
the immediately preceding Business Day or Swingline Business Day (as the case may be)).


 


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


 


"Replacement Benchmark"
means a benchmark rate which is:


 


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



 


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



 


		(ii)	any
                                         Relevant Nominating Body,



 


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


 


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



 


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



 


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


 


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


 


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


 


"Restricted Payment"
means:


 


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



 


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



 


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



 


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



 






    20


     


    

 


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



 


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


 


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


 


"Revolving Facility
A Commitment" means:


 


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



 


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



 


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


 


"Revolving Facility
A Lender" means:


 


		(a)	any
                                         Original Revolving Facility A Lender; and



 


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



 


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


 


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


 


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


 


"Revolving Facility
B Commitment" means:


 


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



 






    21


     


    

 


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



 


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


 


"Revolving Facility
B Lender" means:


 


		(a)	any
                                         Original Revolving Facility B Lender; and



 


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



 


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


 


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


 


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


 


"Revolving Facility
C Commitment" means:


 


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



 


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



 


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


 


"Revolving Facility
C Lender" means:


 


		(a)	any
                                         Original Revolving Facility C Lender; and



 


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



 


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


 






    22


     


    

 


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


 


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


 


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


 


"Revolving Facility
D Commitment" means:


 


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



 


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



 


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


 


"Revolving Facility
D Lender" means:


 


		(a)	any
                                         Original Revolving Facility D Lender; and



 


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



 


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


 


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


 


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


 


"Revolving Facility
E Commitment" means:


 


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



 






    23


     


    

 


	 	 	(Increase) or
                                         assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                         and



 


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



 


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


 


"Revolving Facility
E Lender" means:


 


		(a)	any Original Revolving Facility
                                         E Lender; and



 


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



 


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


 


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


 


"Revolving Lender"
means:


 


		(a)	any Original Revolving Lender;
                                         or



 


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



 


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


 


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


 


"Rollover Loan"
means one or more Revolving Loans:


 


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



 


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



 


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



 


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



 






    24


     


    

 


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


 


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


 


"Sanctions Authority"
means:


 


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



 


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



 


		(c)	the
                                         United Nations Security Council; or



 


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



 


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


 


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


 


"Screen Rate"
means:


 


		(a)	in
                                         relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration
                                         Limited (or any other person which takes over the administration of that rate) for the
                                         relevant currency and period displayed (before any correction, recalculation or republication
                                         by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any
                                         replacement Thomson Reuters page which displays that rate);



 


		(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 (before any correction, recalculation or republication
                                         by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement
                                         Thomson Reuters page which displays that rate);



 


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



 


		(d)	in
                                         relation to Overnight 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 euro and an overnight period displayed (before any 



 






    25


     


    

 


	 	 	correction, recalculation
                                         or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen
                                         (or any replacement Thomson Reuters page which displays that rate);



 


		(e)	in
                                         relation to CHF Overnight LIBOR, the London interbank offered rate for Swiss Francs administered
                                         by ICE Benchmark Administration Limited (or any other person which takes over the administration
                                         of that rate) for Swiss Francs and an overnight period displayed (before any correction,
                                         recalculation or republication by the administrator) on page LIBOR02 the Thomson Reuters
                                         screen (or any replacement Thomson Reuters page which displays that rate); and



 


		(f)	in
                                         relation to a Benchmark Rate, the rate specified as such in respect of the relevant currency
                                         in Schedule 13 (Other Benchmarks),



 


or, in the case of paragraphs
(a) to (d) (inclusive), on the appropriate page of such other information service which publishes that rate from time to time
in place of Thomson Reuters or the European Central Bank (as applicable). If such page or service specified in paragraphs (a)
to (d) (inclusive) ceases to be available, the relevant Agent may specify another page or service displaying the relevant rate
after consultation with the Company and the Lenders.


 


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


 


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



 


		(b)	



 


		(i)	



 


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



 


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



 


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


 


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



 


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



 


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



 






    26


     


    

 


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



 


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



 


		(ii)	that
                                         Screen Rate is calculated in accordance with any such policy or arrangement for a period
                                         no less than one month; or



 


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



 


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


 


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



 


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



 


		(c)	any
                                         claim for damages or restitution; and



 


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



 


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


 


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


 


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


 


"Security Agreements"
means each of:


 


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



 


		(b)	the
                                         Irish law governed security document dated on or about the date of this Agreement between
                                         the Company and the Security Agent; and



 


		(c)	the
                                         Swedish law governed security document dated on or about the date of this Agreement between
                                         the Company and the Security Agent.



 


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


 






    27


     


    

 


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


 


"Security Property"
means:


 


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



 


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



 


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



 


"Specified Time"
means a day or time determined in accordance with Schedule 8 (Timetables).


 


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


 


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


 


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



 


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



 


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



 


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



 


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


 


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


 


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



 


		(b)	as
                                         otherwise determined pursuant to Clause ‎‎12.1
                                         (Unavailability of Screen Rate – Revolving Loans) or Clause 12.5 (Unavailability
                                         of Screen Rate – Swingline Loans),



 


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


 


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


 


"Swingline Agent"
means the U.S. Dollar Swingline Agent, the €/£ Swingline Agent, the Swiss Francs Swingline Agent or the Danish Krone/Norwegian
Krone/Swedish Krona Swingline Agent.


 



    28


     


    





 


"Swingline
Business Day" means:


 


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



 


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



 





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



 


		(d)	in
                                         the case of a Swiss Francs Swingline Loan, any day (other than a Saturday or a Sunday)
                                         on which banks are open for business in Zurich; or



 


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



 


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


 


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


 


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


 


"Swingline
Facility A Commitment" means:


 


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



 


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



 


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


 


"Swingline
Facility A Lender" means:


 


		(a)	an
                                         Original Swingline Facility A Lender; or



 


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



 


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


 


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


 









    29


     


    

 


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


 


"Swingline
Facility B Commitment" means:


 


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



 


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



 


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


 


"Swingline
Facility B Lender" means:


 


		(a)	an
                                         Original Swingline Facility B Lender; or



 


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



 


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


 


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


 


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


 


"Swingline
Facility C Commitment" means:


 


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



 


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



 


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


 


"Swingline
Facility C Lender" means:


 






    30


     


    

 


		(a)	an
                                         Original Swingline Facility C Lender; or



 


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



 


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


 


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


 


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


 


"Swingline
Facility D Commitment" means:


 


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



 


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



 


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


 


"Swingline
Facility D Lender" means:


 


		(a)	an
                                         Original Swingline Facility D Lender; or



 


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



 


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


 





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


 


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


 


"Swingline
Facility E Commitment" means:


 


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



 






    31


     


    

 


	 	 	Clause 2.2 (Increase)
                                         or assumed by it in accordance with Clause 2.3 (Increase – Accordion Option);
                                         and






 





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


 


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


 


"Swingline
Facility E Lender" means:


 


		(a)	an
                                         Original Swingline Facility E Lender; or



 


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



 


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


 


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


 


"Swingline
Lender" means:


 


		(a)	an
                                         Original Swingline Lender; or



 


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



 


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


 


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


 


"Swingline
Rate" means, on any day:


 


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



 





		(b)	in
                                         the case of a Sterling Swingline Loan, Overnight LIBOR;



 


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



 


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



 


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



 


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



 


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



 






    32


     


    

 


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



 


		(g)	in
                                         the case of a Swiss Francs Swingline Loan, Overnight CHF LIBOR,



 


or
as otherwise determined pursuant to Clause ‎‎12.5 (Unavailability
of Screen Rate –Swingline Loans).


 


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


 


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


 


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



 


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


 


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



 


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


 


		(i)	goodwill
                                         or other intangible assets;



 


		(ii)	amounts
                                         set aside for Tax;



 


		(iii)	minority
                                         interests;



 


		(iv)	the
                                         amount by which the net book value of any asset has been written up after December 2018
                                         (or, in the case of a person becoming a member of the Group after that date, the date
                                         on which that person became or becomes a member of the Group) by way of revaluation or
                                         on its transfer from one member of the Group to another; and



 


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



 


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


 


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


 


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


 


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


 


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


 






    33


     


    

 


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


 


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


 


"Total
Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3 (Increase –
Accordion Option), the aggregate of the Commitments, being €1,500,000,000 at the date of this Agreement.


 


"Total
Revolving Facility A Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility A Commitments, being €331,000,000 as
at the date of this Agreement.


 


"Total
Revolving Facility B Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility B Commitments, being €131,000,000 as
at the date of this Agreement.


 


"Total
Revolving Facility C Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility C Commitments, being €196,500,000 as
at the date of this Agreement.


 


"Total
Revolving Facility Commitments" means subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Total Revolving Facility A Commitments, Total Revolving Facility
B Commitments, the Total Revolving Facility C Commitments, Total Revolving Facility D Commitments and the Total Revolving Facility
E Commitments being €1,500,000,000 at the date of this Agreement.


 


"Total
Revolving Facility D Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility D Commitments, being €710,500,000 as
at the date of this Agreement.


 





"Total
Revolving Facility E Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Revolving Facility E Commitments, being €131,000,000 as
at the date of this Agreement.


 


"Total
Swingline Facility A Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility A Commitments, being €331,000,000 at
the date of this Agreement.


 


"Total
Swingline Facility B Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility B Commitments, being €131,000,000 at
the date of this Agreement.


 


"Total
Swingline Facility C Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility C Commitments, being €196,500,000 at
the date of this Agreement.


 


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


 






    34


     


    

 


C
Commitments, Total Swingline Facility D Commitments and the Total Swingline Facility E Commitments.


 


"Total
Swingline Facility D Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility D Commitments, being €710,500,000 at
the date of this Agreement.


 


"Total
Swingline Facility E Commitments" means, subject to any increase pursuant to Clause 2.2 (Increase) or Clause 2.3
(Increase – Accordion Option), the aggregate of the Swingline Facility E Commitments, being €131,000,000 at
the date of this Agreement.


 


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


 


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


 


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


 


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



 


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



 


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


 


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


 


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


 





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


 


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


 


"USA
Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, Public Law 107-56 of the United States, as amended.


 


"U.S.
Tax Obligor" means:


 


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



 


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



 


"Utilisation"
means a utilisation of a Facility.


 


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


 


"Utilisation
Request" means:


 






    35


     


    

 


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



 


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



 


"VAT"
means:


 


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



 


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



 


		1.2	Construction



 


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



 


		(i)	the
                                         "Facility Agent", any "Arranger", the "Co-ordinator",
                                         any "Finance Party", any "Lender", the "€/£
                                         Swingline Agent", the "U.S. Dollar Swingline Agent", the "Swiss
                                         Francs Swingline Agent", any "Obligor", any "Party",
                                         any "Secured Party", an "Agent", the "Danish
                                         Krone/Norwegian Krone/Swedish Krona Swingline Agent" or the "Security
                                         Agent" shall be construed so as to include its successors in title, permitted
                                         assigns and permitted transferees to, or of, its rights and/or obligations under the
                                         Finance Documents;



 





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



 


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



 


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



 


		(v)	"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;



 


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



 


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



 


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



 


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



 






    36


     


    

 


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



 


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



 


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



 


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



 


		(d)	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.



 


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



 


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



 





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



 


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



 


		1.3	Currency
                                         symbols and definitions



 


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


 


		1.4	Third
                                         party rights



 


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



 


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



 


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









 






    37


     


    

 



 


SECTION
2


 


The
Facility


 


		2.	The
                                         Facility



 


		2.1	The
                                         Facility



 


		(a)	Subject
                                         to the terms of this Agreement:



 


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



 


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



 


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



 


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



 


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



 


		(b)	Subject
                                         to the terms of this Agreement:



 


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



 


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



 


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



 


		(iv)	the
                                         Swingline Facility D Lenders make available to the Company (as an option under the Revolving
                                         Facility D) a multicurrency swingline loan facility in the Base Currency, sterling



 






    38


     


    

 


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



 


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



 


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



 


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



 


		2.2	Increase



 


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



 


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



 


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



 


		(A)	Clause
                                         ‎‎9.1 (Illegality);
                                         or



 


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



 


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


 


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



 


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



 






    39


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    40


     


    

 


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



 


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



 


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



 


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



 


		2.3	Increase
                                         – Accordion Option



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    41


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(e)	On
                                         and from the Accordion Increase Date:



 


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



 






    42


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    43


     


    

 


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



 


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



 


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



 


		2.4	Finance
                                         Parties' rights and obligations



 


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



 


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



 


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



 


		2.5	Designated
                                         Entities



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    44


     


    

 


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


 


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



 


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



 


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



 


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



 


		3.	Purpose



 


		3.1	Purpose



 


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



 


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



 


		(ii)	financing
                                         any other liability or liquidity requirement of the Company incurred in the operation
                                         of the Clearing System (including the settlement of transactions but excluding the corporate
                                         overheads of the Company); and



 


		(iii)	(in
                                         the case of amounts borrowed by it under a Revolving Facility only) towards refinancing
                                         any other Loan.



 


		(b)	Without
                                         limiting paragraph (a) above:



 


		(i)	a
                                         Swingline Loan may not be applied in repayment or prepayment of another Loan; and



 


		(ii)	a
                                         Revolving Loan may, and may only, be applied in repayment or prepayment of another Loan
                                         if:



 


		(A)	the
                                         Repayment Date of that Loan is not more than 30 days after the Utilisation Date of the
                                         Loan being repaid or prepaid (or, if earlier, the Utilisation Date of any earlier Loan
                                         repaid or prepaid (directly or indirectly through one or more subsequent Loans) with
                                         the proceeds of the Loan being repaid or prepaid); or



 


		(B)	the
                                         Facility Agent consents, acting on the instructions of all the Lenders.



 


		3.2	Monitoring



 


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


 






    45


     


    

 


		3.3	Test
                                         Utilisation Request and Test Drawing



 


The
Company may deliver a Test Utilisation Request for a Swingline Loan or a Revolving Loan (as specified in the Test Utilisation
Request) in order to determine the operational capabilities of the Lenders to make a Loan (a "Test Drawing").
A Test Utilisation Request must satisfy the requirements of a Utilisation Request for a Swingline Loan or a Revolving Loan (as
applicable) other than Clause 3.1 (Purpose), paragraph (c) of Clause 5.3 (Term, currency and amount) or (as applicable)
paragraph (c) of Clause 6.3 (Term, currency and amount) and the amount of the Test Drawing must be no less than a minimum
amount of €500,000 (or its equivalent in any Optional Currency) or if less the Available Facility in relation to the Facility
applicable to that Revolving Loan or Swingline Loan. The Repayment Date shall be at least one day and not more than five Swingline
Business Days and a Test Drawing shall not to be made more often than once every six Months.


 


		4.	Conditions
                                         of Utilisation



 


		4.1	Initial
                                         conditions precedent



 


		(a)	The
                                         Company may not deliver a Utilisation Request unless the Facility Agent has received
                                         all of the documents and other evidence listed in ‎‎
                                         Schedule 2 (Conditions precedent to initial Utilisation) in form and substance
                                         satisfactory to the Facility Agent. The Facility Agent shall notify the Company and the
                                         Lenders promptly upon being so satisfied.



 


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



 


		4.2	Further
                                         conditions precedent



 


		(a)	The
                                         Lenders will only be obliged to comply with Clause ‎‎
                                         5.4 (Lenders' participation in Revolving Loans) if:



 


		(i)	on
                                         the date of the Utilisation Request, the Company has delivered:



 


		(A)	a
                                         Required Value Notice; and



 


		(B)	a
                                         CSV Collateral File,



 


in
each case, in accordance with paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
Base); and


 


		(ii)	on
                                         the date of the Utilisation Request and on the proposed Utilisation Date:



 


		(A)	in
                                         the case of a Rollover Loan, no notice of acceleration has been provided in accordance
                                         with Clause 25.15 (Acceleration) and, in the case of any other Revolving Loan,
                                         no Default is continuing or would result from the proposed Revolving Loan; and



 


		(B)	the
                                         Repeating Representations to be made by each Obligor are true in all material respects;
                                         and



 


		(iii)	on
                                         the proposed Utilisation Date, the Collateral Monitor has delivered to the Security Agent
                                         and the Facility Agent (and, if applicable, the relevant Swingline Agent) a Collateral
                                         Report



 






    46


     


    

 


	 	 	pursuant
                                         to and in accordance with paragraph 7 (Utilisation Date disbursement procedures –
                                         Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base).



 


		(b)	Where
                                         a Lender has made its participation in a Revolving Loan available to the Facility Agent,
                                         the Facility Agent will only be obliged to make that participation available to the Company
                                         if the Company has transferred Eligible Collateral to the extent and in the manner required
                                         under and in accordance with paragraph 7 (Utilisation Date disbursement procedures
                                         – Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing
                                         Base) and the Company has otherwise complied with the provisions set out in Schedule
                                         6 (Borrowing Base).



 


		4.3	Conditions
                                         relating to Optional Currencies



 


		(a)	A
                                         currency will constitute an Optional Currency in relation to a Loan if:



 


		(i)	it
                                         is readily available in the amount required and freely convertible into the Base Currency
                                         in the wholesale market for that currency on the Quotation Day and the Utilisation Date
                                         for that Loan; and



 


		(ii)	in
                                         relation to Revolving Facility A or Swingline Facility A, it is requested in sterling;



 


		(iii)	in
                                         relation to Revolving Facility B or Swingline Facility B, it is requested in sterling,
                                         U.S. dollars, or Swiss Francs;



 


		(iv)	in
                                         relation to Revolving Facility C or Swingline Facility C, it is requested in sterling,
                                         Danish Krone, Norwegian Krone or Swedish Krona;



 


		(v)	in
                                         relation to Revolving Facility D or Swingline Facility D, it is requested in sterling
                                         or U.S. dollars;



 


		(vi)	in
                                         relation to Revolving Facility E or Swingline Facility E, it is requested in sterling,
                                         U.S. dollars, or Swiss Francs; or



 


		(vii)	in
                                         relation to any Revolving Facility or any Swingline Facility, it has been approved by
                                         the relevant Agent (acting on the instructions of all the Revolving Lenders or all the
                                         Swingline Lenders (as the case may be)) in relation to that Facility on or prior to receipt
                                         by the relevant Agent of the relevant Utilisation Request for that Loan.



 


		(b)	If
                                         by the Specified Time the relevant Agent has received a written request from the Company
                                         for a currency to be approved under paragraph (a)(vii) above, the relevant Agent will
                                         notify the relevant Lenders of that request by the Specified Time. Based on any responses
                                         received by the relevant Agent by the Specified Time, the relevant Agent will confirm
                                         to the Company by the Specified Time:



 


		(i)	whether
                                         or not the relevant Lenders have granted their approval; and



 


		(ii)	if
                                         approval has been granted, the minimum amount (and, if required, integral multiples)
                                         for any subsequent Utilisation in that currency.



 


		4.4	Maximum
                                         number of Loans



 


		(a)	The
                                         Company may not deliver a Utilisation Request if as a result of the proposed Utilisation:



 


		(i)	more
                                         than 15 Revolving Loans would be outstanding; or



 






    47


     


    

 


		(ii)	more
                                         than 15 Swingline Loans would be outstanding.



 


		(b)	Any
                                         Loan made by a single Lender under Clause ‎‎7.2
                                         (Unavailability of a currency) shall not be taken into account in this Clause
                                         ‎‎4.4.



 






    48


     


    

 



 


SECTION
3


 


UTILISATION


 


		5.	Utilisation
                                         – Revolving Loans



 


		5.1	Delivery
                                         of a Utilisation Request for Revolving Loans



 


		(a)	The
                                         Company may utilise a Revolving Facility by delivery to the Facility Agent of a duly
                                         completed Utilisation Request not later than the Specified Time.



 


		(b)	The
                                         Company shall send a copy of each Utilisation Request to the Security Agent.



 


		5.2	Completion
                                         of a Utilisation Request for Revolving Loans



 


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



 


		(i)	it
                                         identifies the Revolving Facility to be utilised;



 


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



 


		(iii)	the
                                         proposed Repayment Date complies with Clause 5.3 (Term, currency and amount);



 


		(iv)	the
                                         term, currency and amount of the Utilisation comply with Clause ‎‎5.3
                                         (Term, currency and amount);



 


		(v)	the
                                         proposed Interest Period complies with Clause ‎‎11
                                         (Interest Periods); and



 


		(vi)	it
                                         specifies the Company’s account and bank (which must be in the principal financial
                                         centre of the country of the currency of the Utilisation or, in the case of euro, the
                                         principal financial centre of a Participating Member State in which banks are open for
                                         general business on that day or London) to which the proceeds of the Utilisation are
                                         to be credited.



 


		(b)	Only
                                         one Loan may be requested in each Utilisation Request.



 


		5.3	Term,
                                         currency and amount



 


		(a)	The
                                         proposed Repayment Date of the Revolving Loan:



 


		(i)	is
                                         a Business Day;



 


		(ii)	is
                                         at least one Business Day and not more than 30 days after the Utilisation Date of the
                                         Loan;



 


		(iii)	is
                                         not later than the Termination Date; and



 


		(iv)	(where
                                         that Loan is to be applied in repayment or prepayment of another Loan) is not more than
                                         30 days after the Utilisation Date of the Loan being repaid or prepaid (or, if



 


earlier,
the Utilisation Date of any earlier Loan repaid or prepaid (directly or indirectly through one or more subsequent Loans) with
the proceeds of the Loan being repaid or prepaid),


 


or,
in each case, as otherwise agreed between the Company and the Facility Agent (acting on the instructions of all the Lenders).


 


		(b)	The
                                         currency specified in a Utilisation Request for a Revolving Loan must be the Base Currency
                                         or an Optional Currency applicable for that Facility.



 


		(c)	The
                                         amount of the proposed Revolving Loan must be:



 






    49


     


    

 


		(i)	if
                                         the currency selected is the Base Currency, a minimum of €5,000,000 or, if less,
                                         the Available Facility in relation to the Facility applicable to that Revolving Loan;
                                         or



 


		(ii)	if
                                         the currency selected is sterling, a minimum of £5,000,000 or, if less, the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(iii)	if
                                         the currency selected is U.S. dollars, a minimum of U.S.$5,000,000 or, if less, the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(iv)	if
                                         the currency selected is Danish Krone a minimum of DKK35,000,000 or, if less, the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(v)	if
                                         the currency selected is Norwegian Krone a minimum of NOK50,000,000 or, if less, the
                                         Available Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(vi)	if
                                         the currency selected is Swedish Krona a minimum of SEK50,000,000 or, if less, the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(vii)	if
                                         the currency selected is Swiss Francs a minimum of CHF5,000,000 or, if less, the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan; or



 


		(viii)	if
                                         the currency selected is an Optional Currency other than sterling, U.S. dollars, Danish
                                         Krone, Norwegian Krone, Swedish Krona or Swiss Francs, the minimum amount (and, if required,
                                         integral multiple) specified by the relevant Agent pursuant to paragraph (b)(ii) of Clause
                                         ‎‎4.3 (Conditions
                                         relating to Optional Currencies) or, if less, the Available Facility in relation
                                         to the Facility applicable to that Revolving Loan; and



 


		(ix)	in
                                         any event, such that its Base Currency Amount is less than or equal to the Available
                                         Facility in relation to the Facility applicable to that Revolving Loan.



 


		5.4	Lenders'
                                         participation in Revolving Loans



 


		(a)	If
                                         the conditions set out in this Agreement have been met, and subject to Clause ‎‎8.1
                                         (Repayment of Revolving Loans), each Revolving Lender in relation to the applicable
                                         Facility shall make its participation in each Revolving Loan available to the Facility
                                         Agent by the Specified Time on the Utilisation Date through its Facility Office.







 


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



 


		(c)	The
                                         Facility Agent shall determine the Base Currency Amount of each Revolving Loan which
                                         is to be made in an Optional Currency and shall notify each relevant Revolving Lender
                                         of the amount, the currency and the Base Currency Amount of each Revolving Loan, the
                                         amount of its participation in that Loan and, if different, the amount of that participation
                                         to be made available in cash, in each case by the Specified Time.



 


		5.5	Cancellation
                                         of Revolving Facility CommitmentsThe
                                         Revolving Facility Commitments which, at that time, are unutilised (taking into account
                                         a utilisation of a Revolving Facility by way of a Swingline Loan) shall be immediately
                                         cancelled at the end of the Availability Period.







 






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		6.	Utilisation
                                         – Swingline Loans



 


		6.1	Delivery
                                         of a Utilisation Request for Swingline Loans



 


		(a)	The
                                         Company may utilise a Swingline Facility by delivery of a duly completed Utilisation
                                         Request:



 


		(i)	(in
                                         the case of a U.S. Dollar Swingline Loan) to the U.S. Dollar Swingline Agent at the address
                                         notified by the U.S. Dollar Swingline Agent for this purpose;



 


		(ii)	(in
                                         the case of a Euro Swingline Loan or a Sterling Swingline Loan or any Optional Currency
                                         Swingline Loan) to the €/£ Swingline Agent at the address notified by the
                                         €/£ Swingline Agent for this purpose;



 


		(iii)	(in
                                         the case of a Swiss Francs Swingline Loan) to the Swiss Francs Swingline Agent at the
                                         address notified by the Swiss Francs Swingline Agent for this purpose; and



 


		(iv)	(in
                                         the case of a Danish Krone/Norwegian Krone/Swedish Krona Swingline Loan) to the Danish
                                         Krone/Norwegian Krone/Swedish Krona Swingline Agent at the address notified by the Danish
                                         Krone/Norwegian Krone/Swedish Krona Swingline Agent for this purpose,



 


in
each case, not later than the Specified Time.


 


		(b)	The
                                         Company shall send a copy of each Utilisation Request under a Swingline Facility to the
                                         Facility Agent and the Security Agent.



 


		6.2	Completion
                                         of a Utilisation Request for Swingline Loans



 


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



 


		(i)	it
                                         identifies the Swingline Facility to be utilised;



 


		(ii)	it
                                         specifies that it is for a U.S. Dollar Swingline Loan, a Euro Swingline Loan, a Sterling
                                         Swingline Loan, a Danish Krone Swingline Loan, a Norwegian Krone Swingline Loan, a Swedish
                                         Krona Swingline Loan, a Swiss Francs Swingline Loan or an Optional Currency Swingline
                                         Loan;



 


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



 


		(iv)	the
                                         proposed Repayment Date complies with Clause 6.3 (Term, currency and amount);



 


		(v)	the
                                         term, currency and amount of the Utilisation comply with Clause 6.3 (Term, currency
                                         and amount);



 


		(vi)	the
                                         proposed Interest Period complies with Clause 11.2 (Interest Periods for Swingline
                                         Loans); and



 


		(vii)	it
                                         specifies the Company’s account and bank (which must be in the principal financial
                                         centre of the country of the currency of the Utilisation or, in the case of euro, the
                                         principal financial centre of a Participating Member State in which banks are open for
                                         general business on that day or London or, in the case of a U.S. Dollar Swingline Loan
                                         only, must be located in New York) to which the proceeds of the Utilisation are to be
                                         credited.



 


		(b)	Only
                                         one Loan may be requested in each Utilisation Request.



 






    51


     


    

 


		6.3	Term,
                                         currency and amount



 


		(a)	The
                                         proposed Repayment Date of the Swingline Loan:



 


		(i)	is
                                         a Swingline Business Day;



 


		(ii)	is
                                         at least one day, and not more than five Swingline Business Days, after the proposed
                                         Utilisation Date; and



 


		(iii)	is
                                         not later than the Termination Date.



 


		(b)	The
                                         currency specified in a Utilisation Request for a Swingline Loan must be the Base Currency
                                         or an Optional Currency applicable to that Facility.



 


		(c)	The
                                         amount of the proposed Swingline Loan must be:



 


		(i)	in
                                         the case of a Euro Swingline Loan, a minimum of €5,000,000 or, if less, the Available
                                         Swingline Facility; or



 


		(ii)	in
                                         the case of a Sterling Swingline Loan, a minimum of £5,000,000 or, if less, the
                                         Available Swingline Facility; or



 


		(iii)	in
                                         the case of a U.S. Dollar Swingline Loan, a minimum of U.S.$5,000,000 or, if less, the
                                         Available Swingline Facility; or



 


		(iv)	in
                                         the case of a Danish Krone Swingline Loan, a minimum of DKK5,000,000 or, if less, the
                                         Available Facility in relation to the Facility applicable to that Swingline Loan; or



 


		(v)	in
                                         the case of a Norwegian Krone Swingline Loan, a minimum of NOK5,000,000 or, if less,
                                         the Available Facility in relation to the Facility applicable to that Swingline Loan;
                                         or



 


		(vi)	in
                                         the case of a Swedish Krona Swingline Loan, a minimum of SEK5,000,000 or, if less, the
                                         Available Facility in relation to the Facility applicable to that Swingline Loan Facility;
                                         or



 


		(vii)	in
                                         the case of a Swiss Francs Swingline Loan, a minimum of CHF5,000,000 or, if less, the
                                         Available Facility in relation to the Facility applicable to that Swingline Loan; or



 


		(viii)	if
                                         the currency selected is an Optional Currency Swingline Loan, the minimum amount specified
                                         by the relevant Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating
                                         to Optional Currencies) or, if less, the Available Swingline Facility applicable
                                         to that Swingline Facility; and



 


		(ix)	in
                                         any event, such that its Base Currency Amount is less than or equal to the Available
                                         Swingline Facility applicable to that Swingline Facility.



 


		6.4	Lenders'
                                         participation in Swingline Loans



 


		(a)	If
                                         the conditions set out in this Agreement have been met, each Swingline Lender shall make
                                         its participation in each Swingline Loan available by the Specified Time on the Utilisation
                                         Date:



 


		(i)	(in
                                         the case of a U.S. Dollar Swingline Loan) to the U.S. Dollar Swingline Agent through
                                         that Swingline Lender's Facility Office in New York City or through its or an Affiliate's
                                         Facility Office as notified to the U.S. Dollar Swingline Agent in writing from time to
                                         time;



 


		(ii)	(in
                                         the case of a Euro Swingline Loan or a Sterling Swingline Loan or an Optional Currency
                                         Swingline Loan) to the €/£ Swingline Agent through that Swingline Lender's
                                         Facility Office



 






    52


     


    

 


	 	 	in
                                         London or through its or an Affiliate's Facility Office as notified to the €/£
                                         Swingline Agent in writing from time to time;



 


		(iii)	(in
                                         the case of a Swiss Francs Swingline Loan) to the Swiss Francs Swingline Agent through
                                         that Swingline Lender’s Facility Office in London or through its or an Affiliate's
                                         Facility Office as notified to the Swiss Francs Swingline Agent in writing from time
                                         to time; and



 


		(iv)	(in
                                         the case of a Danish Krone Swingline Loan, a Norwegian Krone Swingline Loan or a Swedish
                                         Krona Swingline Loan) to the Danish Krone/ Norwegian Krone/Swedish Krona Swingline Agent
                                         through that Swingline Lender's Facility Office in London or through its or an Affiliate's
                                         Facility Office as notified to the Danish Krone/Norwegian Krone/Swedish Krona Swingline
                                         Agent in writing from time to time.






 


		(b)	The
                                         Swingline Lenders will only be obliged to comply with paragraph (a) above if:



 


		(i)	on
                                         the date of the Utilisation Request, the Company has delivered:



 


		(A)	a
                                         Required Value Notice; and



 


		(B)	a
                                         CSV Collateral File,



 


in
each case, in accordance with paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
Base); and


 


		(ii)	on
                                         the date of the Utilisation Request and on the proposed Utilisation Date:



 


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



 


		(B)	the
                                         Repeating Representations to be made by each Obligor are true in all material respects;
                                         and



 


		(iii)	on
                                         the proposed Utilisation Date the Collateral Monitor has delivered to the Security Agent
                                         and the Facility Agent and the relevant Swingline Agent a Collateral Report pursuant
                                         to and in accordance with paragraph 7 (Utilisation Date disbursement procedures –
                                         Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing Base);
                                         and



 


		(iv)	where
                                         a Lender has made its participation in a Swingline Loan available to the relevant Agent,
                                         that Agent will only be obliged to make that participation available to the Company if
                                         the Company has transferred Eligible Collateral to the extent and in the manner required
                                         under and in accordance with paragraph 7 (Utilisation Date disbursement procedures
                                         – Revolving Loans and Swingline Loans) of Part I of Schedule 6 (Borrowing
                                         Base) and the Company has otherwise complied with the provisions set out in Schedule
                                         6 (Borrowing Base).



 


		(c)	The
                                         amount of each Swingline Lender's participation in each Swingline Loan will in relation
                                         to the applicable Swingline Facility, be equal to the proportion borne by its Available
                                         Commitment under that Swingline Facility to the Available Swingline Facility in relation
                                         to that Swingline Facility immediately prior to making the Swingline Loan, adjusted to
                                         take account of any limit applying under Clause ‎‎6.5
                                         (Relationship with a Revolving Facility).



 






    53


     


    

 


		(d)	The
                                         U.S. Dollar Swingline Agent shall determine the Base Currency Amount of each U.S. Dollar
                                         Swingline Loan and shall notify each Swingline Lender of the amount, currency and the
                                         Base Currency Amount of each U.S. Dollar Swingline Loan and the amount of its participation
                                         in that Swingline Loan, in each case by the Specified Time.








 


		(e)	The
                                         €/£ Swingline Agent shall determine the Base Currency Amount of each Sterling
                                         Swingline Loan, Euro Swingline Loan and Optional Currency Swingline Loan and shall notify
                                         each Swingline Lender of the amount, currency and the Base Currency Amount of each Sterling
                                         Swingline Loan, Euro Swingline Loan and Optional Currency Swingline Loan and the amount
                                         of its participation in that Swingline Loan, in each case by the Specified Time.



 


		(f)	The
                                         Swiss Francs Swingline Agent shall determine the Base Currency Amount of each Swiss Francs
                                         Swingline Loan and shall notify each Swingline Lender of the amount, currency and the
                                         Base Currency Amount of each Swiss Francs Swingline Loan and the amount of its participation
                                         in that Swingline Loan, in each case by the Specified Time.



 


		(g)	The
                                         Danish Krone/Norwegian Krone/Swedish Krona/Swiss Francs Swingline Agent shall determine
                                         the Base Currency Amount of each Danish Krone Swingline Loan/Norwegian Krone Swingline
                                         Loan/Swedish Krona Swingline Loan and shall notify each Swingline Lender of the amount,
                                         currency and the Base Currency Amount of each Danish Krone Swingline Loan/Norwegian Krone
                                         Swingline Loan/Swedish Krona Swingline Loan and the amount of its participation in that
                                         Swingline Loan, in each case by the Specified Time.



 


		6.5	Relationship
                                         with a Revolving Facility



 


		(a)	This
                                         Clause ‎‎6.5
                                         applies when a Swingline Loan is outstanding or is to be borrowed.



 


		(b)	A
                                         Revolving Facility may be used by way of a Swingline Loan. Each of the Swingline Facility
                                         A, Swingline Facility B, Swingline Facility C, Swingline Facility D or Swingline Facility
                                         E is not independent of a Revolving Facility A, Revolving Facility B, Revolving Facility
                                         C, Revolving Facility D or Revolving Facility E (as applicable).



 


		(c)	Notwithstanding
                                         any other term of this Agreement, in relation to each Facility, a Lender under that Facility
                                         is only obliged to participate in a Revolving Loan or a Swingline Loan in relation to
                                         that Facility to the extent that it would not result in the aggregate Base Currency Amount
                                         of its participation and that of the Related Lender (if any) of that Lender in the Revolving
                                         Loans and the Swingline Loans in relation to that Facility exceeding its Overall Commitment
                                         in relation to that Facility.



 


		6.6	Cancellation
                                         of Swingline Commitments



 


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


 


		6.7	Swingline
                                         Agents



 


		(a)	Each
                                         Swingline Agent may perform its duties in respect of the relevant Swingline Facility
                                         through an Affiliate acting as its agent.



 


		(b)	Notwithstanding
                                         any other term of this Agreement and without limiting the liability of any Obligor under
                                         the Finance Documents:



 






    54


     


    

 


		(i)	each
                                         Lender shall (in proportion to its share of the Total Revolving Facility Commitments
                                         or, if the Total Revolving Facility Commitments are then zero, to its share of the Total
                                         Revolving Facility Commitments immediately prior to their reduction to zero) pay to or
                                         indemnify the €/£ Swingline Agent, within three Business Days of demand,
                                         for or against any cost, loss or liability (including, without limitation, for negligence
                                         or any other category of loss whatsoever) incurred by that €/£ Swingline
                                         Agent or its Affiliate (other than by reason of that €/£ Swingline Agent's
                                         or its Affiliate's gross negligence or wilful misconduct) or, in the case of any cost,
                                         loss or liability pursuant to Clause ‎‎32.11
                                         (Disruption to payment systems etc.) notwithstanding that €/£ Swingline
                                         Agent’s or its Affiliate’s negligence, gross negligence or any other category
                                         of liability whatsoever but not including any claim based on the fraud of that €/£
                                         Swingline Agent or its Affiliate in acting as a €/£ Swingline Agent under
                                         the Finance Documents (unless that €/£ Swingline Agent or its Affiliate has
                                         been reimbursed by an Obligor pursuant to a Finance Document);



 


		(ii)	each
                                         Revolving Facility B Lender shall (in proportion to its share of the Total Revolving
                                         Facility B Commitments or, if the Total Revolving Facility B Commitments are then zero,
                                         to its share of the Total Revolving Facility B Commitments immediately prior to their
                                         reduction to zero) pay to or indemnify the U.S. Dollar/Swiss Francs Swingline Agent (as
                                         applicable), within three Business Days of demand, for or against any cost, loss or liability
                                         (including, without limitation, for negligence or any other category of loss whatsoever)
                                         incurred by that U.S. Dollar/Swiss Francs Swingline Agent (as applicable) or its Affiliates
                                         (other than by reason of that U.S. Dollar/Swiss Francs Swingline Agent's (as applicable)
                                         or its Affiliate's gross negligence or wilful misconduct) or, in the case of any cost,
                                         loss or liability pursuant to Clause ‎‎32.11
                                         (Disruption to payment systems etc.) notwithstanding that U.S. Dollar/Swiss Francs
                                         Swingline Agent’s (as applicable) or its Affiliate’s negligence, gross negligence
                                         or any other category of liability whatsoever but not including any claim based on the
                                         fraud of that U.S. Dollar/Swiss Francs Swingline Agent (as applicable) or its Affiliate
                                         in acting as a U.S. Dollar/Swiss Francs Swingline Agent (as applicable) under the Finance
                                         Documents (unless that U.S. Dollar/Swiss Francs Swingline Agent (as applicable) or its
                                         Affiliate has been reimbursed by an Obligor pursuant to a Finance Document);



 


		(iii)	each
                                         Revolving Facility C Lender shall (in proportion to its share of the Total Revolving
                                         Facility C Commitments or, if the Total Revolving Facility C Commitments are then zero,
                                         to its share of the Total Revolving Facility C Commitments immediately prior to their
                                         reduction to zero) pay to or indemnify the Danish Krone/Norwegian Krone/Swedish Krona
                                         Swingline Agent (as applicable), within three Business Days of demand, for or against
                                         any cost, loss or liability (including, without limitation, for negligence or any other
                                         category of loss whatsoever) incurred by that Danish Krone/Norwegian Krone/Swedish Krona
                                         Swingline Agent (as applicable) or its Affiliate (other than by reason of that Danish
                                         Krone/Norwegian Krone/Swedish Krona Swingline Agent’s (as applicable) or its respective
                                         Affiliate's gross negligence or wilful misconduct) or, in the case of any cost, loss
                                         or liability pursuant to Clause ‎‎32.11
                                         (Disruption to payment systems etc.) notwithstanding that Danish Krone/Norwegian
                                         Krone/Swedish Krona Swingline Agent’s (as applicable) or its Affiliate’s
                                         negligence, gross negligence or any other category of liability whatsoever but not including
                                         any claim based on the fraud of that Danish Krone/Norwegian



 






    55


     


    

 


	 	 	Krone/Swedish
                                         Krona Swingline Agent (as applicable) or its Affiliate in acting as a Danish Krone/Norwegian
                                         Krone/Swedish Krona Swingline Agent (as applicable) under the Finance Documents (unless
                                         that Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent (as applicable) or its
                                         Affiliate has been reimbursed by an Obligor pursuant to a Finance Document);



 


		(iv)	each
                                         Revolving Facility D Lender shall (in proportion to its share of the Total Revolving
                                         Facility D Commitments or, if the Total Revolving Facility D Commitments are then zero,
                                         to its share of the Total Revolving Facility D Commitments immediately prior to their
                                         reduction to zero) pay to or indemnify the U.S. Dollar Swingline Agent, within three
                                         Business Days of demand, for or against any cost, loss or liability (including, without
                                         limitation, for negligence or any other category of loss whatsoever) incurred by that
                                         U.S. Dollar Swingline Agent or its Affiliate (other than by reason of that U.S. Dollar
                                         Swingline Agent’s or its respective Affiliate's gross negligence or wilful misconduct)
                                         or, in the case of any cost, loss or liability pursuant to Clause ‎‎32.11
                                         (Disruption to payment systems etc.) notwithstanding that U.S. Dollar Swingline
                                         Agent’s or its Affiliate’s negligence, gross negligence or any other category
                                         of liability whatsoever but not including any claim based on the fraud of that U.S. Dollar
                                         Swingline Agent, or its Affiliate in acting as a U.S. Dollar Swingline Agent under the
                                         Finance Documents (unless that U.S. Dollar Swingline Agent or its Affiliate have been
                                         reimbursed by an Obligor pursuant to a Finance Document);



 


		(v)	each
                                         Revolving Facility E Lender shall (in proportion to its share of the Total Revolving
                                         Facility E Commitments or, if the Total Revolving Facility E Commitments are then zero,
                                         to its share of the Total Revolving Facility E Commitments immediately prior to their
                                         reduction to zero) pay to or indemnify the U.S. Dollar/Swiss Francs Swingline Agent (as
                                         applicable), within three Business Days of demand, for or against any cost, loss or liability
                                         (including, without limitation, for negligence or any other category of loss whatsoever)
                                         incurred by that U.S. Dollar/Swiss Francs Swingline Agent (as applicable) or its Affiliate
                                         (other than by reason of that U.S. Dollar/Swiss Francs Swingline Agent's (as applicable)
                                         or its Affiliate's gross negligence or wilful misconduct) or, in the case of any cost,
                                         loss or liability pursuant to Clause ‎‎32.11 (Disruption to payment systems
                                         etc.) notwithstanding that U.S. Dollar/Swiss Francs Swingline Agent’s (as applicable)
                                         or its Affiliate’s negligence, gross negligence or any other category of liability
                                         whatsoever but not including any claim based on the fraud of that U.S. Dollar/Swiss Francs
                                         Swingline Agent (as applicable) or its Affiliate in acting as a U.S. Dollar/Swiss Francs
                                         Swingline Agent (as applicable) under the Finance Documents (unless that U.S. Dollar/Swiss
                                         Francs Swingline Agent (as applicable) or its Affiliate has been reimbursed by an Obligor
                                         pursuant to a Finance Document).



 


		7.	Optional
                                         Currencies



 


		7.1	Selection
                                         of currency



 


The
Company shall select the currency of a Loan in a Utilisation Request.


 


		7.2	Unavailability
                                         of a currency



 


If
before the Specified Time on any Quotation Day:


 



    56


     


    

 





		(a)	a
                                         Lender notifies the Facility Agent, and in the case of a Swingline Loan, the relevant
                                         Swingline Agent that the Optional Currency requested is not readily available to it in
                                         the amount required; or



 


		(b)	a
                                         Lender notifies the Facility Agent, or in the case of a Swingline Loan, the relevant
                                         Swingline Agent that compliance with its obligation to participate in a Loan in the proposed
                                         Optional Currency would contravene a law or regulation applicable to it,



 


the
Facility Agent, or in the case of a Swingline Loan, the relevant Swingline Agent will give notice to the Company to that effect
by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause ‎‎7.2 will
be required to participate in the Loan in the Base Currency (in an amount equal to that Lender's proportion of the Base Currency
Amount or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amount of the Rollover
Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during
that Interest Period.


 


		7.3	Participation
                                         in a Loan



 


Each
Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause ‎‎
5.4 (Lenders' participation in Revolving Loans) or paragraph (c) of Clause 6.4 (Lenders' participation in Swingline
Loans) (as applicable).


 






    57


     


    

 



 





SECTION
4


 








REPAYMENT,
PREPAYMENT AND CANCELLATION


 


		8.	Repayment



 


		8.1	Repayment
                                         of Revolving Loans



 


		(a)	The
                                         Company shall repay each Revolving Loan on its Repayment Date.



 


		(b)	Without
                                         prejudice to the Company's obligation under paragraph (a) above, if in relation to a
                                         Revolving Facility one or more Revolving Loans are to be made available to the Company
                                         under that Revolving Facility:



 


		(i)	on
                                         the same day that a maturing Revolving Loan under that Revolving Facility is due to be
                                         repaid by the Company;



 


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



 


		(iii)	in
                                         whole or in part, for the purpose of refinancing the maturing Revolving Loan, the aggregate
                                         amount of the new Revolving Loan(s) shall, unless the Company notifies the Facility Agent
                                         to the contrary in the relevant Utilisation Request, be treated as if applied in or towards
                                         repayment of the maturing Revolving Loan so that:



 


		(A)	if
                                         the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving
                                         Loan(s):



 


		(1)	the
                                         Company will only be required to make a payment under Clause ‎‎32.1
                                         (Payments to the Agents) in an amount in the relevant currency equal to that excess;
                                         and



 


		(2)	each
                                         applicable Lender's participation in the new Revolving Loan(s) shall be treated as having
                                         been made available and applied by the Company in or towards repayment of that Lender's
                                         participation in the maturing Revolving Loan and that Lender will not be required to
                                         make a payment under Clause ‎‎32.1
                                         (Payments to the Agents) in respect of its participation in the new Revolving
                                         Loan(s); and



 


		(B)	if
                                         the amount of the maturing Revolving Loan is equal to or less than the aggregate amount
                                         of the new Revolving Loan(s):



 


		(1)	the
                                         Company will not be required to make a payment under Clause ‎‎32.1
                                         (Payments to the Agents); and



 


		(2)	each
                                         applicable Lender will be required to make a payment under Clause ‎‎32.1
                                         (Payments to the Agents) in respect of its participation in the new Revolving
                                         Loan(s) only to the extent that its participation in the new Revolving Loan(s) exceeds
                                         that Lender's participation in the maturing Revolving Loan and the remainder of that
                                         Lender's participation in the new Revolving Loan(s) shall be treated as having been made
                                         available and applied by the Company in or towards repayment of that Lender's participation
                                         in the maturing Revolving Loan.



 






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		8.2	Repayment
                                         of Swingline Loans



 


The
Company shall repay each Swingline Loan on its Repayment Date.


 


		9.	Prepayment
                                         and cancellation



 


		9.1	Illegality



 


If,
in any applicable jurisdiction, it becomes unlawful for any Lender or Related Lender to perform any of its obligations as contemplated
by this Agreement or to fund or maintain its participation in any Loan:


 


		(a)	that
                                         Lender or Related Lender shall promptly notify the Facility Agent upon becoming aware
                                         of that event;



 


		(b)	upon
                                         the Facility Agent notifying the Company, each Available Commitment of that Lender or
                                         Related Lender together with any Affiliated Lender or Related Lender, will be immediately
                                         cancelled (to the greatest extent possible which does not result in that Lender and/or
                                         Related Lender failing to meet the requirement set out in paragraph (f) of Clause 26.3
                                         (Other conditions of assignment or transfer)); and



 


		(c)	to
                                         the extent that the Lender's and/or Related Lender’s participation has not been
                                         transferred pursuant to paragraph (d) of Clause ‎‎
                                         9.6 (Right of replacement or repayment and cancellation in relation to a single
                                         Lender), the Company shall repay that Lender's and/or Related Lender’s participation
                                         in the Loans on the last day of the Interest Period for each Loan occurring after the
                                         Facility Agent has notified the Company or, if earlier, the date specified by the Lender
                                         in the notice delivered to the Facility Agent (being no earlier than the last day of
                                         any applicable grace period permitted by law) and that Lender's and/or Related Lender’s
                                         corresponding Commitment(s) shall be immediately cancelled in the amount of the participations
                                         repaid.



 


		9.2	Change
                                         of control and Cboe Merger Event



 


		(a)	If:



 


		(i)	any
                                         person or group of persons acting in concert gains control of the Guarantor;



 


		(ii)	following
                                         completion of the acquisition of the Company by the Guarantor, the Company ceases to
                                         be a wholly owned Subsidiary of the Guarantor; or



 


		(iii)	a
                                         Cboe Merger Event occurs,



 


then:


 


		(A)	the
                                         Company shall promptly notify the Facility Agent upon becoming aware of that event;



 


		(B)	a
                                         Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and



 


		(C)	if
                                         a Lender so requires and notifies the Facility Agent, the Facility Agent shall, by no
                                         less than 60 days' notice to the Company, cancel the Commitment of that Lender and its
                                         Related Lender (if any) and declare the participation of that Lender



 






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			and
                                         of any such Related Lender in all outstanding Loans, together with accrued interest,
                                         and all other amounts accrued under the Finance Documents immediately due and payable,
                                         whereupon the Commitment of that Lender and of any such Related Lender will be cancelled
                                         and all such outstanding amounts will become immediately due and payable.





 


		(b)	For
                                         the purpose of paragraph (a) above, "control" means the power (whether
                                         by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control
                                         the casting of, more than 50 per cent. of the maximum number of votes that may be cast
                                         at a general meeting of the Guarantor.



 


		(c)	For
                                         the purpose of paragraph (a) above, "acting in concert" has the meaning
                                         given to it in the City Code on Takeovers and Mergers.



 


		9.3	Mandatory
                                         prepayment – Collateral shortfall



 


The
Company shall (unless it elects to transfer additional Eligible Collateral into the Collateral Account(s) pursuant to paragraph
10(a) of Part I of Schedule 6 (Borrowing Base)) prepay Loan(s) at the times and in the amounts specified in paragraph 9
of Part I of Schedule 6 (Borrowing Base).


 


		9.4	Voluntary
                                         cancellation



 


		(a)	The
                                         Company may, if it gives the Facility Agent not less than three Business Days' (or such
                                         shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any
                                         part (being a minimum amount of €5,000,000) of an Available Facility under a Revolving
                                         Facility. Any cancellation under this Clause ‎‎
                                         9.4 shall reduce the Revolving Facility Commitments of the Lenders rateably under
                                         that Facility.



 










		(b)	Upon
                                         the whole or part of the Revolving Facility Commitment of a Revolving Lender being cancelled
                                         in accordance with paragraph (a) above, the applicable Swingline Commitment of that Lender
                                         (or, if it does not have a Swingline Commitment, the Swingline Commitment of its Related
                                         Lender under that Facility) will be reduced by the same amount.



 


		(c)	The
                                         Facility Agent may not make a cancellation pursuant to paragraph (a) above to the extent
                                         that that cancellation would result in a Lender (or its Related Lender, if any) failing
                                         to meet the requirement set out in paragraph (f) of Clause 26.3 (Other conditions
                                         of assignment or transfer).



 


		(d)	At
                                         any time (following completion of the acquisition of the Company by the Guarantor) if
                                         and while the Company is not a wholly owned Subsidiary of the Guarantor, the Guarantor
                                         may, if it gives the Facility Agent not less than three Business Days' (or such shorter
                                         period as the Majority Lenders may agree) prior notice, cancel the Total Commitments.
                                         On the date specified in the relevant cancellation notice, the Total Commitments will
                                         be cancelled in full and all outstanding Loans, together with accrued interest, and all
                                         other amounts accrued under the Finance Documents will become immediately due and payable.



 


		9.5	Voluntary
                                         prepayment of Loans



 


		(a)	The
                                         Company may, if it gives the Facility Agent not less than three 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 the Loan by a minimum amount of €5,000,000).



 






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		(b)	The
                                         Company may, if it gives prior notice to (in the case of a U.S. Dollar Swingline Loan)
                                         the U.S. Dollar Swingline Agent or (in the case of a Euro Swingline Loan or a Sterling
                                         Swingline Loan) the €/£ Swingline Agent or (in the case of a Swiss Francs
                                         Swingline Loan) the Swiss Francs Swingline Agent or (in the case of a Danish Krone Swingline
                                         Loan/Norwegian Krone Swingline Loan/Swedish Krona Swingline Loan) the Danish Krone/Norwegian
                                         Krone/Swedish Krona/ Swingline Agent by no later than 12:00 noon on the date of prepayment,
                                         prepay the whole or any part of a Swingline Loan (but if in part, being an amount that
                                         reduces the Base Currency Amount of the Loan by a minimum amount of €5,000,000).



 


		9.6	Right
                                         of replacement or repayment and cancellation in relation to a single Lender



 


		(a)	If:



 


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



 


		(ii)	any
                                         Lender claims indemnification from the Company under Clause ‎‎
                                         14.3 (Tax indemnity) or Clause ‎‎
                                         15.1 (Increased costs),



 


the
Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility
Agent notice of cancellation of all of the Commitment(s) of that Lender (and its Related Lender, if any) and its intention to
procure the repayment of that Lender's (and that of its Related Lender, if any) participation in the Loans or give the Facility
Agent notice of its intention to replace that Lender (and its Related Lender, if any) in accordance with paragraph (d) below.


 


		(b)	On
                                         receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s)
                                         of that Lender (and its Related Lender, if any) shall immediately be reduced to zero.



 


		(c)	On
                                         the last day of each Interest Period which ends after the Company has given notice of
                                         cancellation under paragraph (a) above (or, if earlier, the date specified by the Company
                                         in that notice), the Company shall repay the participation in each Loan of that Lender
                                         (and its Related Lender, if any).



 


		(d)	If:



 


		(i)	any
                                         of the circumstances set out in paragraph (a) above apply to a Lender; or



 


		(ii)	an
                                         Obligor becomes obliged to pay any amount in accordance with Clause ‎‎
                                         9.1 (Illegality) to any Lender,



 


the
Company may, on five Business Days' prior notice to the Facility Agent and that Lender, replace that Lender (and its Related Lender,
if any) by requiring that Lender (and its Related Lender, if any) to (and, to the extent permitted by law, that Lender (and its
Related Lender, if any) shall) transfer, conditional on receipt of the purchase price referred to below, pursuant to Clause ‎‎26
(Changes to the Lenders), all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution
which confirms its willingness to assume and does assume all the obligations of the transferring Lender (and its Related Lender,
if any) under each Facility in accordance with Clause ‎‎26 (Changes to the Lenders) for a purchase price in
cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's (and that of
its Related Lender, if any) participation in the outstanding Loans and all accrued interest


 






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(to
the extent that the Facility Agent has not given a notification under Clause ‎‎26.10 (Pro rata interest settlement)),
Break Costs and other amounts payable in relation thereto under the Finance Documents.


 


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



 


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



 


		(ii)	neither
                                         an Agent, Security Agent nor any Lender shall have any obligation to find a replacement
                                         Lender;



 


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



 


		(iv)	a
                                         Lender (and its Related Lender, if any) shall only be obliged to transfer its rights
                                         and obligations pursuant to paragraph (d) above once it is satisfied that it has complied
                                         with all necessary "know your customer" or other similar checks under all applicable
                                         laws and regulations in relation to that transfer; and



 


		(v)	a
                                         Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph
                                         (d) above to the extent that the transfer would result in that Lender (or its Related
                                         Lender, if any) failing to meet the requirements set out in paragraph (f) of Clause 26.3
                                         (Other conditions of assignment or transfer).



 











		(f)	A
                                         Lender (and its Related Lender, if any) shall perform the checks described in paragraph
                                         (e)(iv) above as soon as reasonably practicable following delivery of a notice referred
                                         to in paragraph (d) above and in any event within 10 Business Days after the transferring
                                         Lender(s) receive all information and documents reasonably requested by the transferring
                                         Lender(s) to perform those checks and shall notify the Facility Agent and the Company
                                         when it is satisfied that it has complied with those checks.



 


		(g)	



 


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



 


		(ii)	On
                                         the notice referred to in paragraph (i) above becoming effective, each Available Commitment
                                         of the Defaulting Lender shall (other than as set out in paragraph (iv) below) immediately
                                         be reduced to zero.



 


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



 


		(iv)	That
                                         Lender’s Available Commitment relating to each Revolving Facility shall immediately
                                         be reduced to the lowest amount possible which does not result in that Lender (or its
                                         Related Lender, if any) failing to meet the requirement set out in ‎ paragraph
                                         (f) of Clause 26.3 (Other conditions of assignment or transfer).



 






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		9.7	Restrictions



 


		(a)	Any
                                         notice of cancellation or prepayment given by any Party under this Clause ‎‎9
                                         shall be irrevocable and, unless a contrary indication appears in this Agreement, shall
                                         specify the date or dates upon which the relevant cancellation or prepayment is to be
                                         made and the amount of that cancellation or prepayment.



 


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



 


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



 


		(d)	The
                                         Company shall not repay or prepay all or any part of the Loans or cancel all or any part
                                         of the Commitments except at the times and in the manner expressly provided for in this
                                         Agreement.



 


		(e)	Subject
                                         to Clause ‎‎2.2
                                         (Increase) and Clause 2.3 (Increase – Accordion Option), no amount
                                         of the Total Commitments cancelled under this Agreement may be subsequently reinstated.



 


		(f)	If
                                         the Facility Agent receives a notice under this Clause ‎‎9
                                         it shall promptly forward a copy of that notice to either the Company or the affected
                                         Lender, as appropriate.



 


		(g)	If
                                         all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid
                                         and is not available for redrawing (other than by operation of Clause ‎‎4.2
                                         (Further conditions precedent)), an amount of that Lender's Commitment (equal
                                         to the Base Currency Amount of the amount of the participation which is repaid or prepaid)
                                         in respect of that Facility will be deemed to be cancelled on the date of repayment or
                                         prepayment.



 


		(h)	The
                                         Company shall not cancel or reduce all or any part of a Lender's Revolving Facility Commitment
                                         unless it, at the same time, rateably cancels the applicable Swingline Commitment (if
                                         any) of that Lender or of any Related Lender of that Lender.



 


		9.8	Application
                                         of prepayments



 


Any
prepayment of a Loan pursuant to Clause 9.5 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender's
participation in that Loan.


 






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SECTION
5


 








COSTS
OF UTILISATION


 


		10.	Interest



 


		10.1	Calculation
                                         of interest on Revolving Loans



 


The
rate of interest on each Revolving 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 or, in relation to any Loan in the Non-LIBOR
                                         Currency, the Benchmark Rate for that currency.



 


		10.2	Calculation
                                         of interest on Swingline Loans



 


The
rate of interest on each Swingline Loan for any day during its Interest Period is the percentage rate per annum which is the aggregate
of:


 


		(a)	the
                                         Margin; and



 


		(b)	the
                                         relevant Swingline Rate.



 


		10.3	Payment
                                         of interest on Revolving Loans



 


The
Company shall pay accrued interest on each Revolving Loan on the last day of each Interest Period for that Loan.


 


		10.4	Payment
                                         of interest on Swingline Loans



 


The
Company shall pay accrued interest:


 


		(a)	on
                                         each Euro Swingline Loan, on the day which falls one Swingline Business Day after the
                                         last day of the its Interest Period; and



 


		(b)	on
                                         each other Swingline Loan, on the last day of its Interest Period.



 


		10.5	Default
                                         interest



 


		(a)	If
                                         an Obligor fails to pay any amount payable by it under a Finance Document on its due
                                         date, interest shall accrue on the overdue amount from the due date up to the date of
                                         actual payment (both before and after judgment) at a rate which, subject to paragraph
                                         (b) below, is the sum of 2 per cent. and the rate which would have been payable if the
                                         overdue amount had, during the period of non-payment, constituted a Revolving Loan in
                                         the currency of the overdue amount for successive Interest Periods, each of a duration
                                         selected by the Facility Agent (acting reasonably). Any interest accruing under this
                                         Clause ‎‎10.5
                                         shall be immediately payable by the Obligor on demand by the Facility Agent.



 


		(b)	If
                                         any overdue amount consists of all or part of a Loan 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



 






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		(ii)	the
                                         rate of interest applying to the overdue amount during that first Interest Period shall
                                         be the sum of 2 per cent. and the rate which would have applied if the overdue amount
                                         had not become due.



 


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



 


		10.6	Notification
                                         of rates of interest



 


		(a)	The
                                         Facility Agent shall promptly notify the relevant Revolving Lenders and the Company of
                                         the determination of a rate of interest under this Agreement in relation to a Revolving
                                         Loan, an Unpaid Sum or any other amount (other than a Swingline Loan).



 


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



 


		(c)	The
                                         €/£ Swingline Agent shall promptly notify the relevant Swingline Lenders
                                         and the Company of the determination of the rate of interest under this Agreement in
                                         relation to a Euro Swingline Loan or a Sterling Swingline Loan, as applicable.



 


		(d)	The
                                         U.S. Dollar Swingline Agent shall promptly notify the relevant Swingline Lenders and
                                         the Company of the determination of the rate of interest under this Agreement in relation
                                         to a U.S. Dollar Swingline Loan.



 


		(e)	The
                                         Swiss Francs Swingline Agent shall promptly notify the Swingline Facility B Lenders,
                                         the Swingline Facility E Lenders and the Company of the determination of the rate of
                                         interest under this Agreement in relation to a Swiss Francs Swingline Loan.



 


		(f)	The
                                         Danish Krone Swingline Agent, Norwegian Krone Swingline Agent and the Swedish Krona Swingline
                                         Agent shall promptly notify the Swingline Facility C Lenders and the Company of the determination
                                         of the rate of interest under this Agreement in relation to a Danish Krone Swingline
                                         Loan, Norwegian Krone Swingline Loan, or a Swedish Krona Swingline Loan, as applicable.



 


		11.	Interest
                                         Periods



 


		11.1	Interest
                                         Periods for Revolving Loans



 


		(a)	The
                                         Interest Period for a Revolving Loan begins on the Utilisation Date of that Loan and
                                         ends on the Repayment Date of that Loan or any other period agreed between the Company
                                         and the Facility Agent (acting on the instructions of all the Lenders).



 


		(b)	A
                                         Revolving Loan has one Interest Period only.



 


		11.2	Interest
                                         Periods for Swingline Loans



 


		(a)	The
                                         Interest Period of a Swingline Loan begins on the Utilisation Date of that Loan and ends
                                         on the Repayment Date of that Loan.



 


		(b)	A
                                         Swingline Loan has one Interest Period only.



 


		11.3	Non-Business
                                         Days



 


		(a)	If
                                         an Interest Period would otherwise end on a day which:



 






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		(i)	(in
                                         the case of a Revolving Loan and other than where paragraph (b) below applies) is not
                                         a Business Day, that Interest Period will instead end on the next Business Day in that
                                         calendar month (if there is one) or the preceding Business Day (if there is not); or



 


		(ii)	(in
                                         the case of a Swingline Loan) is not a Swingline Business Day, that Interest Period will
                                         instead end on the next Swingline Business Day in that calendar month (if there is one)
                                         or the preceding Swingline Business Day (if there is not).



 


		(b)	If
                                         a Revolving Loan is in a Non-LIBOR Currency and there are rules specified as "Business
                                         Day Conventions" for that currency in Schedule 13 (Other Benchmarks), those
                                         rules shall apply to each Interest Period for that Loan.



 


		(c)	Paragraph
                                         (a) above is subject to paragraph (b) of Clause 11.1 (Interest Periods for Revolving
                                         Loans) and paragraph (b) of Clause 11.2 (Interest Periods for Swingline Loans).



 


		12.	Changes
                                         to the calculation of interest



 


		12.1	Unavailability
                                         of Screen Rate – Revolving Loans



 


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



 


		(b)	Shortened
                                         Interest Period: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR
                                         or, if applicable, the Benchmark Rate for:



 


		(i)	the
                                         currency of a Loan; or



 


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



 


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


 


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



 


		(i)	the
                                         currency of that Loan; or



 


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



 


the
applicable LIBOR, or EURIBOR or Benchmark Rate shall be the Historic Screen Rate for that Loan.


 


		(d)	Shortened
                                         Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies
                                         but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable
                                         LIBOR,



 






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		 	or EURIBOR or Benchmark Rate shall be the Interpolated Historic Screen
    Rate for a period equal in length to the Interest Period of that Loan.






 


		(e)	Cost
                                         of funds: If paragraph (d) above applies but it is not possible to calculate the
                                         Interpolated Historic Screen Rate, there shall be no LIBOR, or EURIBOR or Benchmark Rate
                                         for that Loan and Clause ‎‎
                                         12.3 (Cost of funds – Revolving Loans) shall apply to that Loan for
                                         that Interest Period.



 


		12.2	Market
                                         disruption – Revolving Loans



 


If
before:


 


		(a)	close
                                         of business in London on the Quotation Day for the relevant Interest Period; or



 


		(b)	in
                                         the case of a Loan in a Non-LIBOR Currency, the time specified in respect of that currency
                                         in Schedule 13 (Other Benchmarks),



 


the
Facility Agent receives notifications from a relevant Lender or Lenders (whose participations in a Loan exceed 35 per cent. of
that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be
in excess of LIBOR or, if applicable, EURIBOR or, if applicable, the Benchmark Rate then Clause ‎‎
12.3 (Cost of funds – Revolving Loans) shall apply to that Loan for the relevant Interest Period.


 


		12.3	Cost
                                         of funds – Revolving Loans



 


		(a)	If
                                         this Clause ‎‎
                                         12.3 applies, 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



 


		(ii)	the
                                         weighted average of the rates notified to the Facility Agent by each relevant Lender
                                         as soon as practicable and in any event before interest is due to be paid in respect
                                         of that Revolving Loan, to be that which expresses as a percentage rate per annum the
                                         cost to the relevant Lender of funding its participation in that Revolving Loan from
                                         whatever source it may reasonably select.



 


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



 


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



 


		(d)	If
                                         this Clause ‎‎
                                         12.3 applies pursuant to Clause ‎‎
                                         12.2 (Market disruption – Revolving Loans) and:



 


		(i)	a
                                         Lender's Funding Rate is less than LIBOR or, in relation to any Loan in euro, EURIBOR
                                         or, in relation to any Loan in a Non-LIBOR Currency, the Benchmark Rate; or



 


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



 


the
cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph
(a) above, to be LIBOR or, in relation to a Loan in euro, EURIBOR or, in relation to any Loan in a Non-LIBOR Currency, the Benchmark
Rate.


 






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		(e)	If
                                         this Clause ‎‎
                                         12.3 applies pursuant to Clause ‎‎
                                         12.1 (Unavailability of Screen Rate – Revolving Loans) 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.



 


		12.4	Notification
                                         to Company



 


If
Clause ‎‎12.3 (Cost of funds – Revolving Loans) applies the Facility Agent shall, as soon as is practicable,
notify the Company.


 


		12.5	Unavailability
                                         of Screen Rate – Swingline Loans



 


		(a)	If
                                         no Screen Rate is available for the relevant Swingline Rate for any day, the applicable
                                         Swingline Rate for that day shall be the most recent applicable Screen Rate which is
                                         as of a day which is no more than three days before that day.



 


		(b)	If
                                         paragraph (a) above applies, and there is no applicable Screen Rate which is as of a
                                         day which is no more than three days before that day there shall be no Swingline Rate,
                                         for that day and Clause 12.6 (Costs of funds – Swingline Loans) shall apply.



 


		12.6	Cost
                                         of funds – Swingline Loans



 


		(a)	If
                                         this Clause 12.6 applies, the rate of interest on the relevant Swingline Loan for the
                                         relevant day shall be the percentage rate per annum which is the sum of:



 


		(i)	the
                                         Margin; and



 


		(ii)	the
                                         weighted average of the rates notified to the relevant Swingline Agent by each relevant
                                         Swingline Lender as soon as practicable, and in any event before interest is due to be
                                         paid in respect of that Swingline Loan, to be that which expresses as a percentage rate
                                         per annum the cost to the relevant Swingline Lender of funding its participation in that
                                         Swingline Loan for that day from whatever source it may reasonably select.



 


		(b)	If
                                         this Clause ‎‎12.6
                                         applies but any Swingline 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 Swingline Lenders.



 


		12.7	Break
                                         Costs



 


		(a)	The
                                         Company 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 the Company 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 Facility Agent,
                                         provide a certificate confirming the amount of its Break Costs for any Interest Period
                                         in which they accrue.



 


		13.	Fees



 


		13.1	Commitment
                                         fee



 


		(a)	The
                                         Company shall pay to the Facility Agent (for the account of each Revolving Lender in
                                         respect of their relevant Facility) a fee in the Base Currency computed at the rate of
                                         0.30 per cent. per annum of the Available Commitment under Revolving Facility A, Revolving
                                         Facility B, Revolving Facility C, Revolving Facility D and Revolving Facility E for the
                                         Availability Period.



 


		(b)	The
                                         accrued commitment fee is payable on the last day of each successive period of three
                                         Months which ends during the Availability Period, on the last day of the Availability
                                         Period and, if cancelled



 






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			in
                                         full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation
                                         is effective.





 


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



 


		13.2	Arrangement
                                         fee



 


The
Company shall pay to each Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.


 


		13.3	Agency
                                         fee



 


The
Company shall pay to each Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.


 


		13.4	Security
                                         Agency fee



 


The
Company shall pay to the Security Agent (for its own account) a security agency fee in the amount and at the times agreed in a
Fee Letter.


 






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SECTION 6


 


ADDITIONAL
PAYMENT OBLIGATIONS


 


		14.	Tax
                                         gross-up and indemnities



 


		14.1	Definitions



 


		(a)	In
                                         this Agreement:



 


"Bank Levy"
means any amount payable by any Finance Party or any of their respective Affiliates on the basis of or in relation to its balance
sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof (including,
without limitation, Dutch bank levy as set out in the Dutch bank tax act (Wet bankenbelasting) and any Tax in any jurisdiction
levied on a similar basis or for a similar purpose.


 


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


 


"Qualifying Lender"
means, in respect of advances to be made under this Agreement to the Company, a Lender which is beneficially entitled to interest
payable to that Lender and is:


 


		(i)	a
                                         Lender that has its Facility Office in the relevant Source Jurisdiction;



 


		(ii)	a
                                         Treaty Lender; or



 


		(iii)	otherwise
                                         entitled to receive a payment of interest under this Agreement without any Tax Deduction.



 


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


 


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


 


"Tax Payment"
means either the increase in a payment made by an Obligor to a Finance Party under Clause ‎‎14.2 (Tax gross-up)
or a payment under Clause ‎‎14.3 (Tax indemnity).


 


"Treaty Lender"
means a Lender which:


 


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



 


		(ii)	does
                                         not carry on a business in the jurisdiction in which the Obligor making a payment is
                                         resident for tax purposes (the "Source Jurisdiction") through a permanent
                                         establishment with which that Lender’s participation in the Loan is effectively
                                         connected; and



 


		(iii)	fulfils
                                         any condition which must be fulfilled by a Lender under the Treaty for residents of that
                                         Treaty State to obtain full exemption from taxation in the Source Jurisdiction on interest
                                         payable to that Lender in respect of an advance under a Finance Document, subject to
                                         the completion of procedural formalities.



 


"Treaty State"
means a jurisdiction having a double taxation agreement (a "Treaty") with the Source Jurisdiction which makes
provision for full exemption from Tax imposed by The Netherlands on interest.


 






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		(b)	Unless
                                         a contrary indication appears in this Clause 14, a reference to "determines"
                                         or "determined" means a determination made in the discretion (reasonably exercised)
                                         of the person making the determination.



 


		14.2	Tax
                                         gross-up



 


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



 


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



 


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



 


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



 


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



 


		(ii)	the
                                         relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate
                                         that the payment could have been made to the Lender without the Tax Deduction had that
                                         Lender complied with its obligations under paragraph (g) (as applicable) below.



 


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



 


		(f)	Within
                                         30 days of making either a Tax Deduction or any payment required in connection with that
                                         Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent
                                         for the Finance Party entitled to the payment evidence reasonably satisfactory to that
                                         Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
                                         payment paid to the relevant taxing authority.



 


		(g)	A
                                         Lender and each Obligor which makes a payment to which that Lender is entitled shall
                                         co-operate in completing any procedural formalities necessary for the Company to obtain
                                         authorisation to make that payment without a Tax Deduction.



 






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		14.3	Tax
                                         indemnity



 


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



 


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



 


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



 


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



 


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



 


if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that
Finance Party; or


 


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



 


		(A)	is
                                         compensated for by an increased payment under Clause ‎‎14.2
                                         (Tax gross-up);



 


		(B)	would
                                         have been compensated for by an increased payment under Clause 14.2 (Tax gross-up),
                                         but was not so compensated solely because an exclusion in Clause 14.2 (Tax gross-up)
                                         applied;



 


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



 


		(D)	is
                                         suffered or incurred with respect to any Bank Levy (or any payment attributable to, or
                                         liability arising as a consequence of, a Bank Levy).



 


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



 


		(d)	A
                                         Protected Party shall, on receiving a payment from an Obligor under this Clause ‎‎14.3,
                                         notify the Facility Agent.



 


		14.4	Tax
                                         Credit



 


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


 


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



 


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



 


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


 






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		14.5	Stamp
                                         taxes



 


The Company shall pay and, within
three Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.


 


		14.6	Lender
                                         status confirmation



 


		(a)	Each
                                         Lender which is not an Original Lender shall indicate, in the documentation which it
                                         executes on becoming a Party as a Lender, and for the benefit of the Facility Agent and
                                         each Swingline Agent and without liability to any Obligor, which of the following categories
                                         it falls in, with respect to each Obligor on the day on which such Lender becomes Party
                                         to this Agreement:



 


		(i)	not
                                         a Qualifying Lender;



 


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



 


		(iii)	a
                                         Treaty Lender.



 


		(b)	If
                                         such Lender fails to indicate its status in accordance with this Clause 14.6, then that
                                         Lender shall be treated for the purposes of this Agreement (including by each Obligor)
                                         as if it is not a Qualifying Lender until such time as it notifies the Facility Agent
                                         and each Swingline Agent which category applies (and the Facility Agent and each Swingline
                                         Agent, upon receipt of such notification, shall inform the Company). For the avoidance
                                         of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall
                                         not be invalidated by any failure of a Lender to comply with this Clause 14.6. Each Lender
                                         will notify the Facility Agent and each Swingline Agent if it ceases, other than as a
                                         result in a change of law, to be a Qualifying Lender (and the Facility Agent and each
                                         Swingline Agent, upon receipt of such notification, shall inform the Company).



 


		14.7	VAT



 


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



 


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



 


		(i)	(where
                                         the Supplier is the person required to account to the relevant tax authority for the
                                         VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that
                                         amount) an additional amount equal to the amount of the VAT. The Recipient must (where
                                         this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any



 






    73


     


    

 


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



 


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



 


		(d)	Any
                                         reference in this Clause ‎‎14.7
                                         to any Party shall, at any time when such Party is treated as a member of a group or
                                         unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context
                                         otherwise requires) a reference to the person who is treated at that time as making the
                                         supply, or (as appropriate) receiving the supply, under the grouping rules (provided
                                         for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant
                                         member state of the European Union) or any other similar provision in any jurisdiction
                                         which is not a member state of the European Union) so that a reference to a Party shall
                                         be construed as a reference to that Party or the relevant group or unity (or fiscal unity)
                                         of which that Party is a member for VAT purposes at the relevant time or the relevant
                                         representative member (or head) of that group or unity (or fiscal unity) at the relevant
                                         time (as the case may be).



 


		(e)	In
                                         relation to any supply made by a Finance Party to any Party under a Finance Document,
                                         if reasonably requested by such Finance Party, that Party must promptly provide such
                                         Finance Party with details of that Party’s VAT registration and such other information
                                         as is reasonably requested in connection with such Finance Party’s VAT reporting
                                         requirements in relation to such supply.



 


		14.8	FATCA
                                         information



 


		(a)	Subject
                                         to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request
                                         by another Party:



 


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



 


		(A)	a
                                         FATCA Exempt Party; or



 


		(B)	not
                                         a FATCA Exempt Party;



 


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



 


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



 






    74


     


    

 


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



 


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



 


		(i)	any
                                         law or regulation;



 


		(ii)	any
                                         fiduciary duty; or



 


		(iii)	any
                                         duty of confidentiality.



 


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



 


		(e)	If
                                         the Company is a U.S. Tax Obligor, or the Facility Agent reasonably believes that its
                                         obligations under FATCA or any other applicable law or regulation require it, each Lender
                                         shall, within 10 Business Days of:



 


		(i)	where
                                         the Company is a U.S. Tax Obligor and the relevant Lender is an Original Lender, the
                                         date of this Agreement;



 


		(ii)	where
                                         the Company is a U.S. Tax Obligor on a date on which any other Lender becomes a Party
                                         as a Lender, that date; and



 


		(iii)	where
                                         the Company is not a U.S. Tax Obligor, the date of a request from the Facility Agent,



 


supply to
the Facility Agent:


 


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



 


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



 


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



 


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



 






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



 


		14.9	FATCA
                                         Deduction



 


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



 


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



 


		15.	Increased
                                         costs



 


		15.1	Increased
                                         costs



 


		(a)	Subject
                                         to Clause ‎‎15.3
                                         (Exceptions), the Company shall, within three Business Days of a demand by the
                                         Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs
                                         incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction
                                         of or any change in (or in the interpretation, administration or application of) any
                                         law or regulation or (ii) compliance with any law or regulation made after the date of
                                         this Agreement or (iii) the implementation or application of or compliance with Basel
                                         III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV
                                         or (iv) the implementation or application of or compliance with the Dodd-Frank Wall Street
                                         Reform and Consumer Protection Act (the "Dodd-Frank Act") and any requests,
                                         rules, guidelines or directives made under, or issued in connection with, the Dodd-Frank
                                         Act.



 


		(b)	In
                                         this Agreement:



 


"Basel III"
means:


 


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



 


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



 


		(iii)	any
                                         further guidance or standards published by the Basel Committee on Banking Supervision
                                         relating to "Basel III".



 






    76


     


    

 


"Basel
III/CRD IV Costs" means any Increased Cost which is attributable to the implementation or application of, or compliance
with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV, including any of the changes
designed to strengthen any capital standards or introduce minimum liquidity or other requirements referenced in Basel III or CRD
IV (whether such implementation, application or compliance is by a government, regulator, a Finance Party or one of its Affiliates).


 


"CRD IV" means:


 


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



 


		(ii)	Directive
                                         2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
                                         the activity of credit institutions and the prudential supervision of credit institutions
                                         and investment firms.



 


"Increased Costs"
means:


 


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



 


		(ii)	an
                                         additional or increased cost; or



 


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



 


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


 


		15.2	Increased
                                         cost claims



 


		(a)	A
                                         Finance Party intending to make a claim pursuant to Clause ‎‎15.1
                                         (Increased costs) shall notify the Facility Agent of the event giving rise to
                                         the claim, following which the Facility Agent shall promptly notify the Company.



 


		(b)	Each
                                         Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide
                                         a certificate confirming the amount of its Increased Costs.



 


		15.3	Exceptions



 


		(a)	Clause
                                         ‎‎15.1
                                         (Increased costs) does not apply to the extent any Increased Cost is:



 


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



 


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



 


		(iii)	compensated
                                         for by Clause ‎‎14.3
                                         (Tax indemnity) (or would have been compensated for under Clause ‎‎14.3
                                         (Tax indemnity) but was not so compensated solely because any of the exclusions
                                         in paragraph (b) of Clause ‎‎14.3
                                         (Tax indemnity) applied);



 


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



 


		(v)	attributable
                                         to the implementation or application of or compliance with the "International Convergence
                                         of Capital Measurement and Capital Standards, a Revised Framework" published by
                                         the Basel Committee on Banking Supervision in June 2004 in the form



 






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	 	 	existing
                                         on the date of this Agreement (but excluding any amendment arising out of Basel III)
                                         ("Basel II") or any other law or regulation which implements Basel II
                                         (whether such implementation, application or compliance is by a government, regulator,
                                         Finance Party or any of its Affiliates).



 


		(b)	This
                                         Clause 15 shall only apply to a Basel III/CRD IV Cost:



 


		(i)	to
                                         the extent that such Basel III/CRD IV Cost was not capable of being calculated by that
                                         Finance Party with sufficient accuracy prior to the date of this Agreement due to a lack
                                         of clarity or detail in Basel III or CRD IV or any law or regulation that implements
                                         or applies Basel III or CRD IV and/or any related information from a banking regulator
                                         available on the date of this Agreement; and



 


		(ii)	provided
                                         that the relevant Finance Party confirms in writing to the Company that it seeks to recover
                                         the equivalent of Basel III/CRD IV Costs to a similar extent from other similar borrowers
                                         and that it is actually implementing that policy in respect of similar facilities for
                                         similar borrowers, provided that similarity in this respect is determined by that Finance
                                         Party on the basis of all aspects of the relationship between that Finance Party and
                                         its clients.



 


		(c)	For
                                         the purposes of paragraph (b)(ii) above, a written and duly signed statement by a Finance
                                         Party giving the required confirmations will be sufficient evidence, and a Finance Party
                                         will not be required to:



 


		(i)	provide
                                         any further evidence or otherwise to substantiate its policy concerning Basel III/CRD
                                         IV Costs; or



 


		(ii)	disclose
                                         any further information which that Finance Party is required to keep confidential under
                                         applicable laws or central banking regulations.



 


		(d)	In
                                         this Clause ‎‎15.3,
                                         a reference to a "Tax Deduction" has the same meaning given to that term in
                                         Clause ‎‎14.1
                                         (Definitions).



 


		16.	Other
                                         indemnities



 


		16.1	Currency
                                         indemnity



 


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



 


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



 


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



 


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


 






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



 


		16.2	Other
                                         indemnities



 


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



 


		(i)	the
                                         occurrence of any Event of Default;



 


		(ii)	a
                                         failure by an Obligor to pay any amount due under a Finance Document on its due date,
                                         including, without limitation, any cost, loss or liability arising as a result of Clause
                                         ‎‎31
                                         (Sharing among the Finance Parties);



 


		(iii)	funding,
                                         or making arrangements to fund, its participation in a Loan requested by the Company
                                         in a Utilisation Request but not made by reason of the operation of any one or more of
                                         the provisions of this Agreement (other than by reason of default or negligence by that
                                         Secured Party alone); or



 


		(iv)	a
                                         Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment
                                         given by the Company.



 


		(b)	The
                                         Company shall, within three Business Days of demand, indemnify each Secured Party against
                                         any cost, expense, loss or liability (including, without limitation, reasonable legal
                                         fees) incurred by that Secured Party (acting reasonably), in each case, arising out of
                                         or in connection with any action, claim, investigation or proceeding commenced or threatened
                                         (including, without limitation, any action, claim, investigation or proceeding to preserve
                                         or enforce rights) in relation to:



 


		(i)	the
                                         use of the proceeds of a Facility; and/or



 


		(ii)	any
                                         Finance Document.



 


		(c)	The
                                         Company will not be liable under paragraph (b) above for any cost, expense, loss or liability
                                         (including, without limitation, legal fees) incurred by a Secured Party (other than in
                                         respect of the Security Agent in respect of whom Clause 16.4 (Indemnity to the Security
                                         Agent) shall apply) if and to the extent that cost, expense, loss or liability results
                                         from any breach by that Secured Party of any Finance Document which has resulted directly
                                         from that Secured Party's own gross negligence, fraud or wilful misconduct.



 


		(d)	Each
                                         Obligor agrees that no Secured Party shall have any liability (whether direct or indirect,
                                         in contract or tort or otherwise) to an Obligor or any of their Affiliates for or in
                                         connection with anything referred to in paragraph (b) or (c) above except for any such
                                         cost, expense, loss or liability incurred by an Obligor that results from any breach
                                         by that Secured Party of any Finance Document which has resulted directly from that Secured
                                         Party's own gross negligence, fraud or wilful misconduct, provided that each Obligor
                                         agrees that the Security Agent shall have no such liability to any Obligor.



 


		(e)	Notwithstanding
                                         anything in paragraphs (a) to (d) above, no Secured Party shall be responsible or have
                                         any liability to an Obligor or any of its Affiliates or anyone else for consequential
                                         losses or damages or indirect, special or punitive damages.



 






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		16.3	Indemnity
                                         to each Agent



 


The Company shall promptly indemnify
each Agent against:


 


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



 


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



 


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



 


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



 


		(b)	any
                                         cost, loss or liability (including, without limitation, for negligence or any other category
                                         of liability whatsoever) incurred by that Agent (otherwise than by reason of that Agent's
                                         gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability
                                         pursuant to Clause ‎‎32.11
                                         (Disruption to payment systems etc.), notwithstanding that Agent's negligence,
                                         gross negligence or any other category of liability whatsoever but not including any
                                         claim based on the fraud of that Agent) in acting as an Agent under the Finance Documents.



 


		16.4	Indemnity
                                         to the Security Agent



 


		(a)	The
                                         Company shall promptly indemnify the Security Agent and every Receiver and Delegate against
                                         any cost, loss or liability incurred by any of them as a result of:



 


		(i)	any
                                         failure by the Company to comply with its obligations under Clause ‎‎
                                         18 (Costs and expenses);



 


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



 


		(iii)	the
                                         taking, holding, protection or enforcement of the Transaction Security;



 


		(iv)	the
                                         exercise of any of the rights, powers, discretions, authorities and remedies vested in
                                         the Security Agent and each Receiver and Delegate by the Finance Documents or by law;



 


		(v)	any
                                         default by any Obligor in the performance of any of the obligations expressed to be assumed
                                         by it in the Finance Documents;



 


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



 


		(vii)	acting
                                         as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise
                                         relates to any of the Security Property (otherwise, in each case, than by reason of the
                                         relevant Security Agent's, Receiver’s or Delegate’s gross negligence or wilful
                                         misconduct).



 


		(b)	The
                                         Security Agent and every Receiver and Delegate may, in priority to any payment to the
                                         Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and
                                         retain, all sums necessary to give effect to the indemnity in this Clause ‎‎
                                         16.4 and shall have a lien on the Transaction Security and the proceeds of the
                                         enforcement of the Transaction Security for all moneys payable to it.



 






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		(c)	This
                                         Clause 16 (Other Indemnities) and Clause 28.13 (Lenders’ indemnity to
                                         the Security Agent) shall survive the termination or discharge of this Agreement
                                         or the resignation or removal of the Agent or the Security Agent.



 


		17.	Mitigation
                                         by the Lenders



 


		17.1	Mitigation



 


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



 


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



 


		17.2	Limitation
                                         of liability



 


		(a)	The
                                         Company shall promptly indemnify each Finance Party for all costs and expenses reasonably
                                         incurred by that Finance Party as a result of steps taken by it under Clause ‎‎17.1
                                         (Mitigation).



 


		(b)	A
                                         Finance Party is not obliged to take any steps under Clause ‎‎17.1
                                         (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to
                                         do so might be prejudicial to it.



 


		18.	Costs
                                         and expenses



 


		18.1	Transaction
                                         expenses



 


The Company shall within five
Business Days of written demand, pay the Facility Agent, the Security Agent, each Swingline Agent and Arranger the amount of all
costs and expenses (including legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver
or Delegate) in connection with the negotiation, preparation, printing, execution and syndication of:


 


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



 


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



 


		18.2	Amendment
                                         costs



 


If:


 


		(a)	an
                                         Obligor requests an amendment, waiver or consent; or



 


		(b)	an
                                         amendment is required pursuant to Clause ‎‎32.10
                                         (Change of currency),



 


the Company shall, within five
Business Days of written demand (accompanied by a breakdown showing in reasonable detail the relevant costs and expenses), reimburse
the Facility Agent, the Swingline Agents and the Security Agent for the amount of all costs and expenses (including legal fees)
reasonably incurred and properly documented by the relevant Agent or the Security Agent (and, in the case of the Security Agent,
by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.


 






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		18.3	Enforcement
                                         and preservation costs



 


The Company shall, within five
Business Days of written demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) properly
incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document
or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering
into a Finance Document or taking or holding the Transaction Security, or enforcing those rights.


 


		18.4	Security
                                         Agent expenses



 


The Company shall, within five
Business Days of demand (accompanied by a breakdown showing in reasonable detail the relevant costs and expenses), pay the Security
Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it and properly documented in connection
with the administration or release of any Security created pursuant to any Security Document.


 


		18.5	Security
                                         Agent’s management time



 


		(a)	Any
                                         amount payable to the Security Agent under Clause 28.13 (Lenders' indemnity to the
                                         Security Agent), Clause 13.4 (Security Agency fee) or Clause 16.4 (Indemnity
                                         to the Security Agent) shall include the cost of utilising the Security Agent's management
                                         time or other resources and will be calculated on the basis of such reasonable daily
                                         or hourly rates as the Security Agent may notify to the Borrower and the Lenders, and
                                         is in addition to any other fee paid or payable to the Security Agent.



 


		(b)	Without
                                         prejudice to paragraph (a) above, in the event of:



 


		(i)	an
                                         Event of Default; or



 


		(ii)	the
                                         Security Agent being requested by the Borrower or the Agent to undertake duties which
                                         the Security Agent and the Borrower agree to be of an exceptional nature or outside the
                                         scope of the duties of the Security Agent under the Finance Documents; or



 


		(iii)	the
                                         Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,



 


the Borrower shall pay to the
Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant
to paragraph (c) below, it being understood that any such additional remuneration shall be calculated by reference to the reasonable
daily or hourly rates of the Security Agent’s management personnel and the time expended by (or reasonably expected to be
expended by) such management personnel on the applicable matters; provided that, in relation to paragraphs (ii) and (iii) above
only, the provisions of paragraph (c) below shall apply only if (X) the Security Agent has used reasonable efforts to consult
with and reach agreement with the Borrower as provided in paragraph (ii) or (iii) above, as applicable, and no such agreement
has been reached and (Y) the duties which are the subject of such agreement are required to be undertaken by the Security Agent
in the interests of the Secured Parties.


 


		(c)	Subject
                                         to the proviso set forth in paragraph (b) above, if the Security Agent and the Borrower
                                         fail to agree upon the nature of the duties or upon the additional remuneration referred
                                         to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances,
                                         any dispute



 






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shall be determined by an investment
bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval,
nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales
(the costs of the nomination and of the investment bank being shared equally between the Borrower and the Security Agent) and
the determination of any investment bank shall be final and binding upon the Parties, so long as each of the Borrower and the
Security Agent have had a reasonable opportunity to present their views on the dispute to the investment bank within a reasonable
period of time prior to the issuance of its determination.


 






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SECTION
7


 


guarantee


 


		19.	Guarantee
                                         and indemnity



 


		19.1	Guarantee
                                         and indemnity



 


The Guarantor
irrevocably and unconditionally:


 


		(a)	guarantees,
                                         as primary obligor and not merely as surety, to each Finance Party punctual performance
                                         by the Company of its obligations to pay scheduled interest and fees under the Finance
                                         Documents;



 


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



 


		(c)	agrees
                                         with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid or illegal, it will, as an independent and primary obligation, indemnify that
                                         Finance Party immediately on demand against any cost, loss or liability it incurs as
                                         a result of the Company not paying any amount which would, but for such unenforceability,
                                         invalidity or illegality, have been payable by it under any Finance Document on the date
                                         when it would have been due. The amount payable by the Guarantor under this indemnity
                                         will not exceed the amount it would have had to pay under this Clause ‎‎19
                                         if the amount claimed had been recoverable on the basis of a guarantee.



 


		19.2	Continuing
                                         guarantee



 


This guarantee
is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part or any increase of the Commitments, and this guarantee
constitutes a guarantee of payment and not of collection.


 


		19.3	Reinstatement



 


If any discharge,
release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise)
is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or
must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor
under this Clause ‎‎19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.


 





		19.4	Waiver
                                         of defences



 


The obligations
of the Guarantor under this Clause ‎‎19 will not be affected by an act, omission, matter or thing which, but for this
Clause 19.4, would reduce, release or prejudice any of its obligations under this Clause ‎‎19 (without limitation
and whether or not known to it or any Finance Party), including:


 


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



 






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



 


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



 


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



 


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



 


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



 


		(g)	any
                                         insolvency or similar proceedings.



 


		19.5	Immediate
                                         recourse



 


The Guarantor
waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person before claiming from the Guarantor under this Clause ‎‎19.
This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.


 


		19.6	Appropriations



 


Until all
amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full, each Finance Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain
                                         from applying or enforcing any other moneys, security or rights held or received by that
                                         Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
                                         apply and enforce the same in such manner and order as it sees fit (whether against those
                                         amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same;
                                         and



 


		(b)	hold
                                         in an interest-bearing suspense account any moneys received from the Guarantor or on
                                         account of the Guarantor's liability under this Clause ‎‎19.



 


		19.7	Deferral
                                         of Guarantor's rights



 


Until all
amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full and unless the Facility Agent (or, as the case may be, the Security Agent) otherwise directs, the Guarantor will
not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by
reason of any amount being payable, or liability arising, under this Clause ‎‎19:


 






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		(a)	to
                                         be indemnified by the Company;



 


		(b)	to
                                         claim any contribution from any other guarantor of any of the Company's obligations under
                                         the Finance Documents;



 


		(c)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of the Finance Parties under the Finance Documents or of any other guarantee
                                         or security taken pursuant to, or in connection with, the Finance Documents by any Finance
                                         Party;



 


		(d)	to
                                         bring legal or other proceedings for an order requiring the Company to make any payment,
                                         or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking
                                         or indemnity under Clause ‎‎19.1
                                         (Guarantee and indemnity);



 


		(e)	to
                                         exercise any right of set-off against the Company; and/or



 


		(f)	to
                                         claim or prove as a creditor of the Company in competition with any Finance Party.



 


If the Guarantor
receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in
connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer
the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause ‎‎32
(Payment mechanics).


 


		19.8	Additional
                                         security



 


This guarantee
is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance
Party.


 





		19.9	Scope
                                         of recourse



 


		(a)	Notwithstanding
                                         anything in the Finance Documents (other than paragraph (c) below), each Finance Party
                                         acknowledges and agrees that recourse against the Guarantor under the Finance Documents
                                         is limited to an amount equal to scheduled interest and fees under the Finance Documents
                                         (the "Recourse Amount").



 


		(b)	No
                                         Finance Party shall have any claim or recourse against the Guarantor in respect of any
                                         of the Guarantor’s obligations under any Finance Document which is or remains unsatisfied
                                         after the irrevocable payment in full by the Guarantor of the Recourse Amount.



 


		(c)	Notwithstanding
                                         paragraphs (a) and (b) above, until all amounts which may be or become payable by the
                                         Obligors under or in connection with the Finance Documents have been irrevocably paid
                                         in full, Clause 19.7 (Deferral of Guarantor’s rights) shall continue to
                                         apply to the Guarantor.



 






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SECTION
8


 


REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


		20.	Representations
                                         of the Company



 


The Company
makes the representations and warranties set out in this Clause ‎‎20 to each Finance Party on the date of this Agreement.


 


		20.1	Status



 


		(a)	It
                                         is a corporation, duly incorporated and validly existing under the law of its jurisdiction
                                         of incorporation.



 


		(b)	It
                                         is recognised and supervised as a Qualifying Central Counterparty by the DNB and the
                                         AFM under EMIR and the Dutch Financial Supervision Act.



 


		(c)	It,
                                         and each other member of the Group, has the power to own its assets and carry on its
                                         business as it is being conducted, except to the extent that failure to have such power
                                         could not reasonably be expected to have a Material Adverse Effect.



 


		20.2	Binding
                                         obligations



 


Subject to
the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal,
valid, binding and enforceable.


 


		20.3	Non-conflict
                                         with other obligations



 


The entry
into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction
Security do not and will not conflict with:


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	any
                                         Regulatory Authorisation;



 


		(c)	its,
                                         or any of its Subsidiaries', constitutional documents;



 


		(d)	the
                                         Rules, any Clearing Participant Agreement or any Link Agreement; or



 


		(e)	any
                                         agreement or instrument binding upon it or any of its Subsidiaries or any of its or any
                                         of its Subsidiaries' assets except to the extent that such conflict would not reasonably
                                         be expected to have a Material Adverse Effect,



 


nor (except
as provided in any Security Document) result in the existence of, or oblige it to create, any Security over any of its assets.


 


		20.4	Power
                                         and authority



 


It has the
power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery
of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.


 





		20.5	Validity
                                         and admissibility in evidence



 


Subject to
the Legal Reservations and, in the case of the Security Documents, the Perfection Requirements, all Authorisations required:


 


		(a)	to
                                         enable it lawfully to enter into, exercise its rights and comply with its obligations
                                         under the Finance Documents to which it is a party;



 






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		(b)	to
                                         make the Finance Documents to which it is a party admissible in evidence in its Relevant
                                         Jurisdiction (excluding for the purpose of this provision, limb (c) of the definition
                                         of "Relevant Jurisdiction"); and



 


		(c)	to
                                         enable it to create the Security to be created by it pursuant to any Security Document
                                         and to ensure that such Security has the priority and ranking it is expressed to have,



 


have been
obtained or effected and are in full force and effect.


 


		20.6	Governing
                                         law and enforcement



 


		(a)	The
                                         choice of governing law of the Finance Documents will be recognised and enforced in its
                                         Relevant Jurisdiction (excluding for the purpose of this provision, limb (c) of the definition
                                         of Relevant Jurisdiction) subject to the Legal Reservations.



 


		(b)	Any
                                         judgment obtained in relation to a Finance Document in the jurisdiction of the governing
                                         law of that Finance Document will be recognised and enforced in its Relevant Jurisdiction
                                         (excluding for the purpose of this provision, limb (c) of the definition of Relevant
                                         Jurisdiction) subject to the Legal Reservations.



 


		20.7	Deduction
                                         of Tax



 


It is not
required under the laws of its jurisdiction of incorporation or any jurisdiction through which it makes any payment under or in
connection with this Agreement to make any Tax Deduction (as defined in Clause 14.1 (Definitions)) from any payment it
may make under any Finance Document.


 


		20.8	No
                                         filing or stamp taxes



 


		(a)	Under
                                         the law of its Relevant Jurisdiction (excluding for the purpose of this provision, limb
                                         (c) of the definition of Relevant Jurisdiction), it is not necessary that the Finance
                                         Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction
                                         or that any stamp, registration or similar tax be paid on or in relation to the Finance
                                         Documents or the transactions contemplated by the Finance Documents which has not been
                                         paid except to the extent referred to in paragraph (b) below.



 


		(b)	To
                                         the extent that registration of the particulars of:



 





		(i)	the
                                         Irish law governed Security Agreement is required at the Companies Registration Office
                                         in Ireland in accordance with the Irish Companies Act 2014 (as amended); and



 


		(ii)	the
                                         English law governed Security Agreement is required at Companies House in England and
                                         Wales,



 


any registrations,
filings, taxes and fees associated with such registration will be made and paid promptly after the date of the relevant Finance
Document and in any event prior to the time required to be made and paid if the Finance Document is to remain valid or if interest
or penalties are to be avoided with respect to the registration, filing, taxes or fees.


 


		20.9	No
                                         default



 


		(a)	No
                                         Default is continuing or might reasonably be expected to result from the making of any
                                         Utilisation.



 


		(b)	No
                                         other event or circumstance is outstanding which constitutes a default under any other
                                         agreement or instrument which is binding on it or any of its Subsidiaries or to which
                                         its (or any of



 






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			its Subsidiaries')
                                         assets are subject which has or could reasonably be expected to have a Material Adverse
                                         Effect.



 


		20.10	No
                                         misleading information



 


		(a)	Any
                                         factual information provided by any member of the Group for the purposes of the Information
                                         Memorandum was true and accurate in all material respects as at the date it was provided
                                         or as at the date (if any) at which it is stated.



 


		(b)	Any
                                         factual information in writing and any other material factual information provided on
                                         or before the date of this Agreement by or on behalf of any member of the Group in connection
                                         with the Facilities, including for the purposes of the Information Memorandum (the "Information")
                                         was, taken as a whole, true and accurate in all material respects as at the date it was
                                         provided or as at the date (if any) at which it is stated.



 


		(c)	The
                                         financial projections contained in the Information Memorandum have been prepared on the
                                         basis of recent historical information and on the basis of reasonable assumptions.



 


		(d)	Nothing
                                         has occurred or been omitted from the Information Memorandum and no information has been
                                         given or withheld that results in the information contained in the Information Memorandum
                                         or the Information (taken as a whole) being untrue or misleading in any material respect
                                         as at the date of this Agreement.



 


		(e)	All
                                         information provided by or on behalf of any member of the Group to any Secured Party
                                         under or in connection with the Finance Documents or the Facilities after the date of
                                         this Agreement was true, complete and accurate in all material respects as at the date
                                         it was provided or as at the date (if any) at which it was stated and is not misleading
                                         in any material respect.



 


		20.11	Financial
                                         statements



 


		(a)	Its
                                         Original Financial Statements were prepared in accordance with GAAP consistently applied.



 


		(b)	Its
                                         Original Financial Statements fairly present its consolidated financial condition as
                                         at the end of the relevant financial year and its results of operations as at the end
                                         of and for the relevant financial year.



 


		(c)	There
                                         has been no material adverse change in the business, financial condition, operations,
                                         performance or assets of the Company and its Subsidiaries (taken as a whole) since 31
                                         December 2018, provided that, when determining whether any event or circumstance has
                                         or can reasonably be foreseen as being likely to have a material adverse effect or result
                                         in a material adverse change for the purposes of this paragraph (c), no regard shall
                                         be given to:



 


		(i)	any
                                         event or circumstances disclosed in the Company's Original Financial Statements or the
                                         Information Memorandum; or



 


		(ii)	the
                                         business, financial condition, operations, performance or assets of:



 


		(A)	any
                                         Clearing Participant;



 


		(B)	any
                                         Co-operating Clearing House;



 


		(C)	any
                                         issuer of any securities processed through the Clearing System of the Company; or



 






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		(D)	the
                                         Custodians or the Collateral Monitor,



 


(except,
in each case, to the extent such event or circumstances directly affect the Company's ability to carry on its operations as a
central counterparty in accordance with the Rules).


 


		20.12	Pari
                                         passu ranking



 


Without limiting
Clause 20.13 (Collateral), its payment obligations under the Finance Documents to which it is a party rank at least pari
passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred
by law applying to companies generally.


 


		20.13	Collateral



 


		(a)	All
                                         cash and other securities taken into account for the purpose of calculating the Collateral
                                         Value at any time were at the time of calculation Eligible Collateral subject to the
                                         Security created pursuant to the Security Documents, in each case, in accordance with
                                         the Finance Documents.



 





		(b)	Subject
                                         to the Perfection Requirements, each Security Document creates (or, once entered into,
                                         will create) in favour of the Security Agent for the benefit of the Secured Parties the
                                         Transaction Security which it is expressed to create with the ranking and priority it
                                         is expressed to have.



 


		(c)	The
                                         Company:



 


		(i)	has
                                         good and marketable title to and is the full beneficial owner of all Eligible Collateral
                                         which is included (or intended to be included but for a defect in the Transaction Security)
                                         in the Collateral, or has full right and authority to create Security over that Eligible
                                         Collateral in favour of the Security Agent under and in accordance with each Security
                                         Document, free of all right, title and interest of any Clearing Participant, any Co-operating
                                         Clearing House or any other person; and



 


		(ii)	has
                                         not sold, transferred, lent, assigned, parted with its interest in or disposed of, granted
                                         any option in respect of or otherwise dealt with any of its rights, title and interest
                                         in and to the Security Assets, or agreed to do any of the foregoing (other than in accordance
                                         with or pursuant to the Finance Documents).



 


		(d)	The
                                         Eligible Collateral which is included (or intended to be included but for a defect in
                                         the Transaction Security) in the Collateral:



 


		(i)	is
                                         subject to the Security created or intended to be created under the Security Documents;



 


		(ii)	is
                                         free from all Security except any Security permitted by, and in accordance with, paragraph
                                         (d) of Clause 23.3 (Negative pledge);



 


		(iii)	is
                                         free from any right of redemption or adverse claims which might be asserted by the Company,
                                         any other member of the Group, the Guarantor, any Clearing Participant, any Co-operating
                                         Clearing House or any other person (other than the Company's rights upon cancellation
                                         of, and repayment and discharge in full of all amounts owing under, the Finance Documents);
                                         and



 


		(iv)	is
                                         either cash or freely transferable on an exchange or market in which securities supported
                                         by the Company are traded.



 






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		(e)	The
                                         inclusion of any Eligible Collateral which is included (or intended to be included but
                                         for a defect in the Transaction Security) in the Collateral does not and will not infringe
                                         the Rules, any Clearing Participant Agreement, any Link Agreement, any law, regulation
                                         or Regulatory Authorisation, its constitutional documents or any other agreement binding
                                         upon it or any of its assets or result in the existence of or oblige it to create any
                                         security over any of its assets.



 


		(f)	The
                                         Company is and will at all times be the sole, absolute, legal and beneficial owner of
                                         its rights against the Custodians under the Custody Agreement which remains in full force
                                         and effect without amendment, supplement or variation. With respect to the Custody Agreement,
                                         there has not been:



 


		(i)	a
                                         breach or default which has occurred or is continuing and which is material to this Agreement;



 


		(ii)	a
                                         right for any party other than the Company to rescind, cancel or terminate as a result
                                         of a breach or default; or



 


		(iii)	a
                                         claim made by the Company or any other party under or in connection with the Custody
                                         Agreement.



 


		20.14	No
                                         proceedings



 


		(a)	No
                                         litigation, arbitration or administrative proceedings of or before any court, arbitral
                                         body or agency or any regulatory enforcement actions, investigations or disciplinary
                                         actions which are reasonably likely to be adversely determined and, if adversely determined,
                                         would or could reasonably be expected to have a Material Adverse Effect have (to the
                                         best of its knowledge and belief) been started or threatened against it or any of its
                                         Subsidiaries, or (in respect of any anti-bribery, anti-corruption or anti-money laundering
                                         laws or regulations) any of their respective directors, officers, agents or employees.



 


		(b)	No
                                         judgment or order of a court, arbitral body or agency which would or could reasonably
                                         be expected to have a Material Adverse Effect has (to the best of its knowledge and belief)
                                         been made against it or any of its Subsidiaries.



 


		(c)	No
                                         material disputes or grievances with any Clearing Participant in its capacity as a Clearing
                                         Participant have been started or (to the best of its knowledge and belief) threatened
                                         against it or any other member of the Group, which will or would or could reasonably
                                         be expected to have a Material Adverse Effect.



 


		20.15	Authorisations
                                         and law



 


		(a)	All
                                         Regulatory Authorisations have been obtained and are in full force and effect.



 


		(b)	It
                                         and each other member of the Group is in compliance, in all material respects, with:



 


		(i)	all
                                         applicable laws, regulations and Regulatory Authorisations to which it is subject; and



 


		(ii)	the
                                         Rules and the Clearing Participant Agreements.



 


		20.16	Clearing
                                         Participant Agreements



 


		(a)	Each
                                         of the Clearing Participants is party to a signed Clearing Participant Agreement substantially
                                         in the agreed form.



 






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		(b)	The
                                         obligations expressed to be assumed by the Company and the relevant Clearing Participant
                                         under the Clearing Participant Agreement between them are (to the best of the Company's
                                         knowledge, after making all due and careful enquiries) legal, valid, binding and enforceable.



 


		(c)	No
                                         Clearing Participant Agreement conflicts with the terms of any Finance Document in any
                                         material respect.



 


		20.17	The
                                         Rules



 


The Rules:


 


		(a)	are
                                         in full force and effect;



 


		(b)	are
                                         legally binding and enforceable against the Clearing Participants subject to the Legal
                                         Reservations; and



 


		(c)	comply,
                                         and do not breach or conflict with any law, regulation or Regulatory Authorisation applicable
                                         to it.



 


The expression
 "enforceable" means that the obligations of a Clearing Participant under a Clearing Participant Agreement or the Rules
are of a type which Dutch courts enforce. It does not mean that they will necessarily be enforced in all circumstances in accordance
with their terms.


 


		20.18	Subsidiaries



 


The Company
has no direct or indirect Subsidiaries.


 


		20.19	Properties



 


		(a)	The
                                         Company and each other member of the Group has good title to, or valid leasehold interests
                                         in, all its real and personal property required to conduct its business as currently
                                         conducted where failure to do so would or could reasonably be expected to have a Material
                                         Adverse Effect.



 


		(b)	The
                                         Company, each other member of the Group owns, or is licensed to use, all trademarks,
                                         tradenames, copyrights, patents and other intellectual property required to conduct its
                                         business as currently conducted where failure to do so would or could reasonably be expected
                                         to have a Material Adverse Effect.



 


		20.20	Computer
                                         systems



 


The computer
and management information systems of the Company and each other member of the Group material to the conduct of its business are
and, with ordinary course upgrading and maintenance, are expected for the term of this Agreement to be sufficient to permit the
Company and each other member of the Group to conduct their respective business without any Material Adverse Effect.


 





		20.21	Taxes



 


The Company
and each other member of the Group has filed all tax returns required to have been filed and has paid all taxes required to be
paid by it except to the extent that failure to do so would not and could not reasonably be expected to have a Material Adverse
Effect.


 


		20.22	Sanctions
                                         and anti-corruption



 


		(a)	No
                                         member of the Group nor, to the knowledge of the Company, any of their respective directors,
                                         officers, agents or employees, have engaged in any activity or conduct which would violate
                                         any anti-bribery, anti-corruption or anti-money laundering laws or regulations applicable
                                         to it (other



 






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			than Sanctions) in
                                         any applicable jurisdiction and each member of the Group has instituted and maintained
                                         policies and procedures designed to promote and achieve compliance with such laws.



 


		(b)	No
                                         member of the Group nor, to the knowledge of the Company, any of their respective directors,
                                         officers, agents or employees is engaged in any transaction, activity or conduct that
                                         results in it or them being:



 


		(i)	in
                                         breach of Sanctions; or



 


		(ii)	a
                                         Sanctions Restricted Person.



 


		(c)	The
                                         Company has implemented and maintains policies and procedures reasonably designed to
                                         ensure compliance by the Company and each other member of the Group with Sanctions.



 


		20.23	Margin
                                         regulations



 


Neither the
making of any Utilisation or Loan nor the use of proceeds of any Utilisation or Loan will violate the provisions of Regulations
T, U or X.


 


		20.24	Repetition



 


		(a)	The
                                         Company Repeating Representations are deemed to be made by the Company by reference to
                                         the facts and circumstances then existing on the date of each Utilisation Request and
                                         the first day of each Interest Period.



 


		(b)	The
                                         representations set out in Clause 20.13 (Collateral) are deemed to be made by
                                         the Company by reference to the facts and circumstances then existing on each date on
                                         which there is an Outstanding Facility Amount.



 


		21.	Representations
                                         of the Guarantor



 


The Guarantor
makes the representations and warranties set out in this Clause 21 to each Finance Party on the date of this Agreement.


 





		21.1	Status



 


		(a)	It
                                         is a corporation, duly incorporated and validly existing under the law of its jurisdiction
                                         of incorporation.



 


		(b)	It
                                         has the power to own its assets and carry on its business as it is being conducted except
                                         to the extent that failure to have such power could not reasonably be expected to have
                                         a Guarantor Material Adverse Effect.



 


		21.2	Binding
                                         obligations



 


Subject to
the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal,
valid, binding and enforceable.


 


		21.3	Non-conflict
                                         with other obligations



 


The entry
into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	its
                                         constitutional documents; or



 


		(c)	any
                                         agreement or instrument binding upon it or any of its assets,



 






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except in
each case referred to in limb (a) or (c), to the extent that such conflict, individually or in the aggregate, would not reasonably
be expected to have a Guarantor Material Adverse Effect.


 


		21.4	Power
                                         and authority



 


It has the
power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery
of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.


 


		21.5	Validity
                                         and admissibility in evidence



 


All Authorisations
required:


 


		(a)	to
                                         enable it lawfully to enter into, exercise its rights and comply with its obligations
                                         under the Finance Documents to which it is a party; and



 


		(b)	to
                                         make the Finance Documents to which it is a party admissible in evidence in its Relevant
                                         Jurisdiction (excluding, for the purpose of this provision, limb (c) of the definition
                                         of "Relevant Jurisdiction"),



 


have been
obtained or effected and are in full force and effect.


 





		21.6	Governing
                                         law and enforcement



 


		(a)	The
                                         choice of governing law of the Finance Documents will be recognised and enforced in its
                                         Relevant Jurisdiction (excluding, for the purpose of this provision, limb (c) of the
                                         definition of "Relevant Jurisdiction") subject to the Legal Reservations.



 


		(b)	Any
                                         judgment obtained in relation to a Finance Document in the jurisdiction of the governing
                                         law of that Finance Document will be recognised and enforced in its Relevant Jurisdiction
                                         (excluding, for the purpose of this provision, limb (c) of the definition of "Relevant
                                         Jurisdiction") subject to the Legal Reservations.



 


		21.7	No
                                         filing or stamp taxes



 


Under the
law of its jurisdiction of incorporation it is not necessary to ensure the legality, validity, enforceability or admissibility
into evidence in such jurisdiction that the Finance Documents be filed, recorded or enrolled with any court or other authority
in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the
transactions contemplated by the Finance Documents which has not been paid (except any such tax payable on or in reference to
or in consequence of the transfer of the whole or any part of the rights of a Finance Party under a Finance Document).


 


		21.8	No
                                         Default



 


		(a)	No
                                         Event of Default which relates to the Guarantor is continuing or would result from the
                                         making of any Utilisation.



 


		(b)	No
                                         other event or circumstance is outstanding which constitutes a default under any other
                                         agreement or instrument which is binding on it or to which its assets are subject which
                                         has or could reasonably be expected to have a Guarantor Material Adverse Effect.



 


		21.9	No
                                         misleading information



 


		(a)	Any
                                         factual information provided by the Guarantor for the purposes of the Information Memorandum
                                         was true and accurate in all material respects (in light of the circumstances in which



 






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			such information was
                                         provided) as at the date it was provided or as at the date (if any) at which it is stated.



 


		(b)	Any
                                         factual information provided in writing on or before the date of this Agreement by the
                                         Guarantor to any Secured Party in connection with the Facilities for the purposes of
                                         the Information Memorandum (the "Information") was, taken as a whole,
                                         true and accurate in all material respects (in light of the circumstances in which such
                                         Information was provided) as at the date it was provided or as at the date (if any) at
                                         which it is stated.



 


		(c)	Nothing
                                         concerning the Guarantor has occurred or been omitted from the Information Memorandum
                                         and no information has been given or withheld that results in the information provided
                                         by the Guarantor and contained in the Information Memorandum or the Information (taken
                                         as a whole) being untrue or misleading in any material respect (in light of the circumstances
                                         in which such information was provided) as at the date of this Agreement.



 


		21.10	Financial
                                         statements



 


		(a)	Its
                                         Original Financial Statements were prepared in accordance with GAAP consistently applied
                                         except as otherwise expressly noted therein.



 


		(b)	Its
                                         Original Financial Statements fairly present its financial condition as at the end of
                                         the relevant financial year and its results of operations as at the end of and for the
                                         relevant financial year.



 


		21.11	Pari
                                         passu ranking



 


Its payment
obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors, except for obligations mandatorily preferred by applicable law.


 


		21.12	U.S.
                                         regulation



 


Neither it
nor any of its Subsidiaries is required to be registered as an "investment company" within the meaning of the United
States Investment Company Act of 1940 (15 USC. §§ 80a-1 et seq.).


 


		21.13	Solvency



 


The Guarantor
is not insolvent or unable to pay its debts (including subordinated and contingent debts), nor, in any such case, will it become
so in consequence of entering into any Finance Document to which it is expressed to be a party, and/or performing a transaction
contemplated by any Finance Document to which it is a party.


 


		21.14	Sanctions
                                         and anti-corruption



 


		(a)	No
                                         member of the Cboe Group nor, to the knowledge of the Guarantor, any of their respective
                                         directors, officers, agents or employees, have engaged in any activity or conduct which
                                         would violate any anti-bribery, anti-corruption or anti-money laundering laws or regulations
                                         applicable to it (other than Sanctions) in any applicable jurisdiction and each member
                                         of the Cboe Group has instituted and maintained policies and procedures designed to promote
                                         and achieve compliance with such laws.



 


		(b)	No
                                         member of the Cboe Group nor, to the knowledge of the Guarantor, any of their respective
                                         directors, officers, agents or employees is engaged in any transaction, activity or conduct
                                         that results in it or them being:



 


		(i)	in
                                         breach of Sanctions; or



 






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		(ii)	a
                                         Sanctions Restricted Person.



 





		(c)	The
                                         Guarantor has implemented and maintains policies and procedures reasonably designed to
                                         ensure compliance by the Guarantor and each other member of the Cboe Group with Sanctions.



 


		21.15	Repetition



 


The Guarantor
Repeating Representations are deemed to be made by the Guarantor by reference to the facts and circumstances then existing on
the date of each Utilisation Request and the first day of each Interest Period.


 


		22.	Information
                                         undertakings



 


The undertakings
in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.


 


		22.1	Financial
                                         statements



 


		(a)	The
                                         Company shall supply to the Facility Agent in sufficient copies for all the Lenders:



 


		(i)	as
                                         soon as the same become available, but in any event within 180 days after the end of
                                         each of the Company’s financial years:



 


		(A)	the
                                         audited consolidated financial statements of the Company for that financial year; and



 


		(B)	the
                                         audited financial statements of the Guarantor for that financial year;



 


		(ii)	as
                                         soon as the same become available, but in any event within 90 days after the end of each
                                         of the Company’s financial half-year ending on 30 June, the consolidated financial
                                         statements of the Company for that financial half year; and



 


		(iii)	subject
                                         to paragraph (c) below, as soon as the same become available, but in any event within
                                         45 days after the end of each Financial Quarter:



 


		(A)	its
                                         consolidated financial statements for that Financial Quarter; and



 


		(B)	the
                                         financial statements of the Guarantor for that Financial Quarter, as filed with the United
                                         States Securities and Exchange Commission.



 


		(b)	Each
                                         set of quarterly financial statements delivered pursuant to paragraph (a)(iii) above
                                         shall include:



 


		(i)	a
                                         consolidated cash flow statement and profit and loss account for the relevant Financial
                                         Quarter and for the financial year to date; and



 


		(ii)	a
                                         consolidated balance sheet as at the end of the relevant Financial Quarter.



 


		(c)	Other
                                         than in the event the financial statements of the Guarantor in respect of the Financial
                                         Quarter commencing on 1 October in each Financial Year (the “Fourth Quarter”)
                                         are published by the Guarantor separately from its audited financial statements for that
                                         full financial year and filed with the United States Securities and Exchange Commission,
                                         the Company shall not be required to supply the financial statements of the Guarantor
                                         for the Fourth Quarter.



 






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		22.2	Compliance
                                         Certificate



 


		(a)	The
                                         Company shall supply to the Facility Agent, with each set of financial statements delivered
                                         pursuant to paragraphs (a)(i)(A), (ii) and (iii)(A) of Clause ‎‎22.1
                                         (Financial statements), a Compliance Certificate setting out (in reasonable detail)
                                         computations as to compliance with Clause 23.17 (Minimum liquidity requirement)
                                         and Clause 23.18 (Tangible Net Worth and Guarantor Net Worth) as at the date as
                                         at which those financial statements were drawn up.



 


		(b)	Each
                                         Compliance Certificate shall be signed by either the chief executive officer, the chief
                                         operating officer, the chief financial officer, the treasurer or the assistant treasurer
                                         of the Company and, if required to be delivered with the financial statements delivered
                                         pursuant to paragraphs (a)(i)(A), (ii) and (iii)(A) of Clause ‎‎22.1
                                         (Financial statements), shall be reported on by the Company's auditors.



 


		22.3	Requirements
                                         as to financial statements



 


		(a)	Each
                                         set of financial statements delivered by the Company pursuant to Clause ‎‎22.1
                                         (Financial statements) shall be certified by either the chief executive officer,
                                         the chief operating officer, the chief financial officer, the treasurer or the assistant
                                         treasurer of the Company as fairly presenting its (or, as the case may be, its consolidated)
                                         financial condition as at the end of and for the period in relation to which those financial
                                         statements were drawn up.



 


		(b)	The
                                         Company shall procure that each set of financial statements delivered pursuant to Clause
                                         ‎‎22.1
                                         (Financial statements) is prepared using GAAP, accounting practices and financial
                                         reference periods consistent with those applied in the preparation of the Original Financial
                                         Statements for the Company unless, in relation to any set of financial statements, it
                                         notifies the Facility Agent that there has been a change in GAAP, the accounting practices
                                         or reference periods.



 


		22.4	Collateral
                                         Report



 


On each day
on which there is an Outstanding Facility Amount, the Company shall deliver (or shall ensure that the Collateral Monitor delivers)
to the Facility Agent and the Security Agent (and, if applicable, the relevant Swingline Agent) a Collateral Report in accordance
with paragraph 8 (Collateral Reports) of Part I of Schedule 6 (Borrowing Base).


 


		22.5	Information:
                                         miscellaneous



 


The Company
shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):


 


		(a)	all
                                         documents despatched by the Company to:



 


		(i)	its
                                         creditors generally;



 





		(ii)	its
                                         Clearing Participants generally (including any notices of changes to the Rules); and



 


		(iii)	any
                                         notices, reports or other communications (or an appropriate summary of them) to or from
                                         the DNB and/or the AFM which are material for the purposes of Clause 20.1 (Status),
                                         23.17 (Minimum liquidity requirement) or 23.18 (Tangible Net Worth and Guarantor
                                         Net Worth),



 






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			provided that,
                                         in each case, the Company may satisfy its obligation to deliver any information under
                                         this Clause 22.5 by posting that information to its website (euroccp.com);



 


		(b)	promptly
                                         upon becoming aware of them, the details of any material litigation, arbitration, regulatory
                                         or administrative actions, investigations or proceedings or any challenge to the enforceability
                                         or perfection of any Security or Collateral which are current, threatened or pending
                                         against any member of the Group, and which are reasonably likely to be adversely determined
                                         and which, if adversely determined, would or could reasonably be expected to have a Material
                                         Adverse Effect;



 


		(c)	promptly
                                         upon becoming aware of them, the details of any judgment or order of a court, arbitral
                                         body or agency which is made against any member of the Group, and which are reasonably
                                         likely to be adversely determined and which, if adversely determined, would or could
                                         reasonably be expected to have a Material Adverse Effect;



 


		(d)	promptly,
                                         such other information regarding the financial condition, business and operations of
                                         any member of the Group as any Finance Party (through the Facility Agent) may reasonably
                                         request; and



 


		(e)	promptly
                                         upon becoming aware of them, the details of any event which has or could reasonably be
                                         foreseen as likely to have a Material Adverse Effect provided that, when determining
                                         whether any event or circumstance has or could reasonably be expected to have a Material
                                         Adverse Effect, no regard shall be given to:



 


		(i)	any
                                         event or circumstance disclosed in the Information Memorandum or any financial statements
                                         delivered to the Facility Agent under or in connection with this Agreement; or



 


		(ii)	the
                                         business, financial condition, operations, performance or assets of:



 


		(A)	any
                                         Clearing Participant;



 


		(B)	any
                                         Co-operating Clearing House;



 


		(C)	any
                                         issuer of any security processed through the Clearing System of the Company; or



 





		(D)	the
                                         Custodians and/or the Collateral Monitor,



 


except to
the extent such event or circumstance directly affects the Company's ability to carry on its operations as a central counterparty
in accordance with the Rules.


 


		22.6	Notification
                                         of default



 


		(a)	The
                                         Company shall notify the Facility Agent of any Default (and the steps, if any, being
                                         taken to remedy it) promptly upon becoming aware of its occurrence.



 


		(b)	Promptly
                                         upon a request by the Facility Agent, the Company shall supply to the Facility Agent
                                         a certificate signed by the chief executive officer, the chief operating officer, the
                                         chief financial officer, the treasurer or the assistant treasurer of the Company certifying
                                         that no Default is continuing (or, if a Default is continuing, specifying the Default
                                         and the steps, if any, being taken to remedy it).



 






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		22.7	Use
                                         of websites



 


		(a)	Subject
                                         to the provisions of paragraph (a) of Clause 22.5 (Information: miscellaneous),
                                         the Company may satisfy its obligation under this Agreement to deliver any information
                                         in relation to those Lenders (the "Website Lenders") who accept this
                                         method of communication by posting this information onto an electronic website designated
                                         by the Company and the Facility Agent (the "Designated Website") if:



 


		(i)	the
                                         Facility Agent expressly agrees (after consultation with each of the Lenders) that it
                                         will accept communication of the information by this method;



 


		(ii)	both
                                         the Company and the Facility Agent are aware of the address of and any relevant password
                                         specifications for the Designated Website; and



 


		(iii)	the
                                         information is in a format previously agreed between the Company and the Facility Agent.



 


If any Lender
(a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent
shall notify the Company accordingly and the Company shall supply the information to the Facility Agent (in sufficient copies
for each Paper Form Lender) in paper form. In any event the Company shall supply the Facility Agent with at least one copy in
paper form of any information required to be provided by it.


 


		(b)	The
                                         Facility Agent shall supply each Website Lender with the address of and any relevant
                                         password specifications for the Designated Website following designation of that website
                                         by the Company and the Facility Agent.



 


		(c)	The
                                         Company shall promptly upon becoming aware of its occurrence notify the Facility Agent
                                         if:



 


		(i)	the
                                         Designated Website cannot be accessed due to technical failure;



 





		(ii)	the
                                         password specifications for the Designated Website change;



 


		(iii)	any
                                         new information which is required to be provided under this Agreement is posted onto
                                         the Designated Website;



 


		(iv)	any
                                         existing information which has been provided under this Agreement and posted onto the
                                         Designated Website is amended; or



 


		(v)	the
                                         Company becomes aware that the Designated Website or any information posted onto the
                                         Designated Website is or has been infected by any electronic virus or similar software.



 


If the Company
notifies the Facility Agent under paragraph (c)(i) or (v) above, all information to be provided by the Company under this Agreement
after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied
that the circumstances giving rise to the notification are no longer continuing.


 


		(d)	Any
                                         Website Lender may request, through the Facility Agent, one paper copy of any information
                                         required to be provided under this Agreement which is posted onto the Designated Website.
                                         The Company shall comply with any such request within 10 Business Days.



 


		22.8	"Know
                                         your customer" checks



 


		(a)	If:



 






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



 


		(ii)	any
                                         change in the status of an Obligor (or of a Holding Company of an Obligor) after the
                                         date of this Agreement;



 


		(iii)	a
                                         proposed assignment or transfer by a Lender of any of its rights and obligations under
                                         this Agreement to a party that is not a Lender prior to such assignment or transfer;
                                         or



 


		(iv)	any
                                         material change in the composition of the shareholders of an Obligor after the date of
                                         this Agreement (for this purpose, "material" means a change which results in
                                         any person beneficially owning in aggregate 15 per cent. or more in nominal value of
                                         that Obligor's issued share capital),



 


obliges an
Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with "know your customer"
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of that Agent or any Lender supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by that Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of
the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for that Agent, such Lender or,
in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied
with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to
the transactions contemplated in the Finance Documents.


 


		(b)	Each
                                         Lender shall promptly upon the request of an Agent supply, or procure the supply of,
                                         such documentation and other evidence as is reasonably requested by that Agent (for itself)
                                         in order for that Agent to carry out and be satisfied it has complied with all necessary
                                         "know your customer" or other similar checks under all applicable laws and
                                         regulations pursuant to the transactions contemplated in the Finance Documents.



 


		(c)	Promptly
                                         following any request therefor, each of the Obligors shall provide information and documentation
                                         reasonably requested by the Facility Agent or any Lender for purposes of compliance with
                                         applicable "know your customer" requirements under the USA Patriot Act, the
                                         Beneficial Ownership Regulation or other applicable anti-money laundering laws.



 


		23.	Company
                                         general undertakings



 


The undertakings
in this Clause ‎‎23 remain in force from 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	Authorisations



 


		(a)	The
                                         Company shall promptly obtain, comply with and do all that is necessary to maintain in
                                         full force and effect:



 


		(i)	any
                                         Authorisation required under any applicable law or regulation to enable it to perform
                                         its obligations under the Finance Documents to which it is a party and to ensure the
                                         legality, validity, enforceability or admissibility in evidence in its jurisdiction of
                                         incorporation of any Finance Document; and



 






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		(ii)	any
                                         Regulatory Authorisation.



 


		(b)	The
                                         Company shall maintain, comply with and do all that is necessary to maintain in full
                                         force and effect its status as a recognised Qualifying Central Counterparty by the DNB
                                         and the AFM under EMIR and the Dutch Financial Supervision Act.



 


		23.2	Compliance
                                         with laws



 


The Company
shall comply in all respects with all laws and regulations to which it may be subject, if failure so to comply would materially
impair its ability to perform its obligations under the Finance Documents to which it is a party.


 


		23.3	Negative
                                         pledge



 


In this Clause
23.3, "Quasi-Security" means an arrangement or transaction described in paragraph (b) below.


 


		(a)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         create or permit to subsist any Security over any of its assets.



 





		(b)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will):



 


		(i)	sell,
                                         transfer or otherwise dispose of any of its assets on terms whereby they are or may be
                                         leased to or re-acquired by an Obligor or any other member of the Group;



 


		(ii)	sell,
                                         transfer or otherwise dispose of any of its receivables on recourse terms;



 


		(iii)	enter
                                         into any arrangement under which money or the benefit of a bank or other account may
                                         be applied, set-off or made subject to a combination of accounts; or



 


		(iv)	enter
                                         into any other preferential arrangement having a similar effect,



 


in circumstances
where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the
acquisition of an asset.


 


		(c)	Subject
                                         to paragraph (d) below, paragraphs (a) and (b) above do not apply to any Security or
                                         (as the case may be) Quasi-Security, listed below:



 


		(i)	the
                                         Transaction Security;



 


		(ii)	any
                                         Security, Quasi-Security or right of set-off created by the Company over deposits, collateral
                                         and/or margin (or the like) provided by it to a Co-operating Clearing House under a Link
                                         Agreement or otherwise as a result of it becoming a clearing participant in any other
                                         system for the clearance or settlement of transactions in securities and with which it
                                         establishes inter-operability arrangements;



 


		(iii)	any
                                         lien, pledge or other Security or Quasi-Security routinely imposed under the rules of
                                         a clearance or depositary system as a condition of holding or settling securities in
                                         such system;



 


		(iv)	any
                                         lien arising by operation of law and in the ordinary course of the Company's business
                                         as operator of the Clearing System;



 


		(v)	any
                                         netting or set-off arrangement entered into by the Company in the ordinary course of
                                         its banking arrangements for the purpose of netting debit and credit balances or, any



 






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			Security created
                                         by the Company, to the extent required in the Netherlands in connection with cash pooling
                                         arrangements;



 


		(vi)	any
                                         netting or set-off arrangement available to a Co-operating Clearing House under a Link
                                         Agreement or to a Clearing Participant, in each case, in relation to any transaction
                                         to which the Rules relate;



 


		(vii)	any
                                         Security or Quasi-Security arising under any retention of title, hire purchase or conditional
                                         sale arrangement or arrangements having similar effect in respect of goods supplied to
                                         the Company and entered into in the ordinary course of its business;



 





		(viii)	any
                                         Security arising under clause 24 or 25 of the general banking conditions (algemene
                                         bankvoorwaarden) of any member of the Dutch Bankers' Association;



 


		(ix)	any
                                         Security or Quasi-Security arising as a consequence of any liability in respect of any
                                         lease or hire purchase contract which would, in accordance with GAAP, be treated as a
                                         balance sheet liability permitted under the Finance Documents and entered into in the
                                         ordinary course of business;



 


		(x)	any
                                         Security or Quasi-Security over or affecting any asset acquired by the Company in the
                                         normal course of business if the Security or Quasi-Security was created to secure any
                                         indebtedness incurred by the Company to finance the acquisition of that asset;



 


		(xi)	any
                                         Security or Quasi-Security securing the obligations of the Company under any Liquidity
                                         Financings (including any Liquidity Financings entered into prior to this Agreement and
                                         the renewal or extension of any such Liquidity Financings on substantially the same terms
                                         and for the same or a smaller amount) (to the extent such financing is not available
                                         from the Lenders under a Facility);



 


		(xii)	any
                                         agreement to reacquire any assets (other than any Security Assets) sold, transferred
                                         or otherwise disposed of, where the agreement is entered into in the ordinary course
                                         of trading as a securities clearing system; or



 


		(xiii)	any
                                         Security or Quasi-Security securing indebtedness the principal amount of which (when
                                         aggregated with the principal amount of any other indebtedness which has the benefit
                                         of Security or Quasi-Security other than any permitted under paragraphs (i) to (xii)
                                         above) does not exceed €10,000,000 (or its equivalent in another currency or currencies).



 


		(d)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         create or permit to subsist any Security or Quasi-Security over any of the Security Assets,
                                         other than the Security or Quasi-Security created pursuant to any of the Security Documents
                                         and paragraph (c) above shall not otherwise apply to any Security Assets.



 


		23.4	Disposals



 


		(a)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         enter into a single transaction or a series of transactions (whether related or not and
                                         whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any
                                         asset.



 


		(b)	Paragraph
                                         (a) above does not apply to any sale, lease, transfer or other disposal of an asset (other
                                         than any Security Asset):



 






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		(i)	made
                                         in the ordinary course of trading as a securities clearing system;



 





		(ii)	of
                                         assets in exchange for other assets or interests of substantially equivalent value (other
                                         than an exchange of a non-cash asset for cash);



 


		(iii)	of
                                         assets by a member of the Group to another member of the Group (other than the Clearing
                                         System itself);



 


		(iv)	which
                                         is the provision by the Company of any deposit, collateral and/or margin (or similar)
                                         to any central securities depository, central counterparty or system for the clearance
                                         and settlement of transactions in securities with which it established inter-operability
                                         or other linked arrangements; or



 


		(v)	where
                                         the higher of the market value or consideration receivable (when aggregated with the
                                         higher of the market value or consideration receivable for any other sale, lease, transfer
                                         or other disposal, other than any permitted under paragraphs (i) to (iv) above) does
                                         not exceed €10,000,000 (or its equivalent in another currency or currencies) in
                                         any financial year of the Company.



 


		(c)	Paragraph
                                         (a) above does not apply to any sale, lease, transfer or other disposal in the ordinary
                                         course of trading of any Collateral for cash, provided that the proceeds of such disposal
                                         are paid into the relevant Collateral Cash Account(s) in accordance with paragraph 10
                                         (Collateral Accounts) of Part I of Schedule 6 (Borrowing Base).



 


		(d)	For
                                         the purposes of paragraph (b)(i) above, the delivery of securities by the Company and
                                         disposals and transfers carried out pursuant to the Rules or a Link Agreement (including
                                         where a Clearing Participant or a Co-operating Clearing House defaults on its obligations
                                         or the Company ceases to act for a Clearing Participant) shall constitute a disposal
                                         in the ordinary course of trading and is permitted under paragraph (b)(i) above.



 


		23.5	Merger



 


		(a)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         enter into any amalgamation, demerger, merger or corporate reconstruction.



 


		(b)	Paragraph
                                         (a) above does not apply to:



 


		(i)	any
                                         amalgamation, demerger or merger between any company (including a Subsidiary of the Company)
                                         and the Company, provided that:



 


		(A)	the
                                         Company is the surviving legal entity; and



 


		(B)	the
                                         Company has demonstrated to the satisfaction of the Facility Agent (acting reasonably)
                                         that any such amalgamation, demerger or merger does not adversely affect the validity
                                         or enforceability of any of the Company's obligations under any Finance Document or any
                                         Transaction Security (or the priority of that Transaction Security) provided by the Company
                                         for the benefit of the Lenders; and



 





		(ii)	any
                                         sale, lease, transfer or other disposal permitted pursuant to Clause 23.4 (Disposals).



 






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		23.6	Restricted
                                         Payments



 


		(a)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment
                                         if a Default is continuing or would occur as a result of a Restricted Payment being made.



 


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



 


		(i)	any
                                         rebate due and payable to a Clearing Participant or a Co-operating Clearing House in
                                         accordance with the Rules (excluding any voluntary rebate);



 


		(ii)	any
                                         payments to the Custodians and the Collateral Monitor in accordance with the terms of
                                         the agreement between the Company and the Custodians and the Collateral Monitor; or



 


		(iii)	any
                                         payment by a member of the Group to another member of the Group.



 


		23.7	Transactions
                                         with Affiliates



 


		(a)	The
                                         Company will not (and the Company shall procure that no other member of the Group will)
                                         enter into any contract or arrangement with or for the benefit of any Affiliate (including
                                         a disposal to that Affiliate).



 


		(b)	Paragraph
                                         (a) above does not apply to:



 


		(i)	any
                                         arrangement that would not or is not reasonably foreseen as likely to have a Material
                                         Adverse Effect;



 


		(ii)	a
                                         transaction which is on arm's length terms; and



 


		(iii)	any
                                         transaction falling within paragraph (b) of Clause 23.4 (Disposals).



 


		23.8	Hedging
                                         Agreements



 


The Company
will not (and the Company shall ensure that no member of the Group will) enter into any Hedging Agreements for speculative purposes.


 


		23.9	Change
                                         of business



 


The Company
shall procure that no material change is made to the general nature of the business of the Company or the Group from that carried
on at the date of this Agreement, but without prejudice to its ability to extend the Clearing System to new markets or products.


 


		23.10	Maintenance
                                         of assets



 


The Company
shall (and the Company shall procure that each other member of the Group will):


 





		(a)	keep
                                         and maintain all property material to the conduct of its business in good working order
                                         and condition, save for fair wear and tear; and



 


		(b)	keep
                                         and maintain all computer and management information systems material to the conduct
                                         of its business,



 


where failure
to do so would have or could reasonably be foreseen as likely to have a Material Adverse Effect.


 


		23.11	Insurance



 


The Company
shall (and the Company shall ensure that each other member of the Group will) maintain insurances on and in relation to its business
and physical assets with reputable


 






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underwriters
or insurance companies against those risks, and to the extent, usually insured against by prudent companies located in the same
or a similar location and carrying on a similar business, where failure to do so would have or could reasonably be foreseen as
likely to have a Material Adverse Effect.


 


		23.12	Taxes



 


The Company
shall (and the Company shall ensure that each other member of the Group will) pay all Taxes required to be paid by it within the
time period allowed for payment without incurring any penalties for non-payment where failure to do so would have or could reasonably
be foreseen as likely to have a Material Adverse Effect.


 


		23.13	Constitutional
                                         documents and Rules



 


		(a)	The
                                         Company shall comply in all material respects with its Rules.



 


		(b)	The
                                         Company shall not (and the Company shall ensure that no other member of the Group will)
                                         amend its constitutional documents or the Rules from the form in which they were delivered
                                         as a condition precedent in accordance with Schedule 2 (Conditions precedent to initial
                                         utilisation), other than an amendment which could not reasonably be expected to be
                                         materially adverse to the interests of the Finance Parties under the Finance Documents.



 


		23.14	Collateral
                                         Accounts



 


The Company
shall establish and maintain the Collateral Accounts.


 


		23.15	Borrowing
                                         Base



 


The Company
shall comply with the provisions of Schedule 6 (Borrowing Base).


 


		23.16	Maintenance
                                         of minimum amount



 


The Company
shall, to the extent that it is entitled to do so under the terms of the Rules, ensure that, at all times, the aggregate of:


 


		(a)	each
                                         Clearing Participant's contribution to the Clearing Fund outstanding at that time; and



 





		(b)	each
                                         Clearing Participant's Margin Amount at that time; and



 


		(c)	any
                                         cash equities purchased using the proceeds of, or by exchanging or trading, the assets
                                         described in paragraph (a) and (b) above,



 


less:


 


		(d)	the
                                         amount of any such contribution, Margin Amount or cash equities which has been transferred
                                         to, or is subject to Security (save for any Security created pursuant to this Agreement)
                                         in favour of, any provider of settlement or custody services to the Company,



 


is not less
than €500,000,000.


 


		23.17	Minimum
                                         liquidity requirement



 


The Company
shall ensure that it maintains, at all times, financial resources equal to or in excess of those required under EMIR for Qualifying
Central Counterparties.


 


		23.18	Tangible
                                         Net Worth and Guarantor Net Worth



 


		(a)	The
                                         Company shall ensure that:



 


		(i)	at
                                         all times, its Tangible Net Worth on a consolidated basis is the higher of:



 






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		(A)	€24,000,000;
                                         or



 


		(B)	any
                                         such amount as is required for the Company to comply with the minimum liquidity regulatory
                                         requirement under EMIR for Qualifying Central Counterparties; and



 


		(ii)	as
                                         at every Relevant Delivery Date, the Net Worth of the Guarantor on a consolidated basis
                                         is equal to or greater than U.S.$1,750,000,000, provided that reductions in Net Worth
                                         during the term of this Agreement resulting solely from changes in GAAP after the date
                                         of this Agreement shall not be taken into account.



 


		(b)	For
                                         the purposes of paragraph (a)(ii) above, "Relevant Delivery Date" means
                                         each of the following:



 


		(i)	the
                                         date of any Utilisation Request delivered pursuant to this Agreement;



 


		(ii)	the
                                         Utilisation Date; and



 


		(iii)	the
                                         date of any Compliance Certificate delivered pursuant to this Agreement.



 


		23.19	Further
                                         assurance



 


		(a)	Each
                                         Obligor shall (and the Company shall ensure that each other member of the Group will),
                                         at its own expense, promptly take all such action as the Facility Agent or the Security
                                         Agent may reasonably require:



 





		(i)	for
                                         the purpose of perfecting or protecting any of the Finance Parties' rights under, and
                                         preserving the Security created or intended to be created under or evidenced by the Security
                                         Documents; and



 


		(ii)	for
                                         the purpose of facilitating the realisation of the assets which are, or are intended
                                         to be, the subject of the Transaction Security,



 


including
the execution of any transfer, conveyance, assignment or assurance of any asset and the giving of any notice, order or direction
and the making of any registration which the Facility Agent or the Security Agent may reasonably require.


 


		(b)	No
                                         Obligor shall (and the Company shall ensure that no other member of the Group will) do,
                                         or consent to the doing of, anything which could reasonably be expected to prejudice
                                         the validity, enforceability or priority of any Security conferred or intended to be
                                         conferred on the Security Agent or the Secured Parties by or pursuant to the Finance
                                         Documents.



 


		23.20	Margin
                                         regulations



 


The Company
shall use the proceeds of the Loans without violating Regulation T, U or X or any applicable U.S. federal or state laws or regulations.


 


		23.21	Sanctions
                                         and anti-corruption



 


		(a)	The
                                         Company shall not (and the Company shall ensure that no member of the Group will) directly
                                         or indirectly use any monies advanced under any Facility or lend, contribute or otherwise
                                         make available such monies to any Subsidiary or other person where the purpose or effect
                                         of such monies being used, lent, contributed or otherwise made available:



 






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		(i)	is
                                         to fund or facilitate any activity that would at that time be in breach of Sanctions
                                         or be an activity with, or for the benefit of, a Sanctions Restricted Person; or



 


		(ii)	could
                                         reasonably be expected to result in a breach of Sanctions by a Finance Party.



 


		(b)	The
                                         Company shall not (and the Company shall ensure that no member of the Group will) directly
                                         or indirectly fund all or any part of a payment to a Finance Party out of proceeds derived
                                         from any business or transaction which is prohibited by Sanctions, which is with a Sanctions
                                         Restricted Person or which would otherwise result in a breach of Sanctions by a Finance
                                         Party.



 


		(c)	The
                                         Company shall (and the Company shall ensure that each member of the Group will) comply
                                         in all respects with applicable Sanctions.



 


		(d)	The
                                         Company shall (and the Company shall ensure that each member of the Group will) implement
                                         and maintain appropriate policies and procedures reasonably designed to:



 


		(i)	prevent
                                         any action being taken which would be contrary to paragraph (a) or (b) above; and



 





		(ii)	ensure
                                         compliance with applicable Sanctions.



 


		(e)	The
                                         Company shall not (and the Company shall ensure that each member of the Group will not)
                                         engage in any activity or conduct which would violate anti-bribery, anti-corruption or
                                         anti-money laundering laws or regulations applicable to it (other than Sanctions).



 


		(f)	The
                                         Company shall (and the Company shall ensure that each member of the Group will) maintain
                                         policies and procedures reasonably designed to promote and achieve compliance with such
                                         laws or regulations.



 


		24.	Guarantor
                                         general undertakings



 


The undertakings
in this Clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.


 


		24.1	Authorisations



 


The Guarantor
shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required
under any applicable law or regulation to enable it to perform its obligations under the Finance Documents to which it is a party
and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any
Finance Document, except where failure to do so could not reasonably be expected to have a Guarantor Material Adverse Effect.


 


		24.2	Compliance
                                         with laws



 


The Guarantor
shall comply in all respects with all laws and regulations to which it is subject, if failure so to comply would materially impair
its ability to perform its obligations under the Finance Documents to which it is a party.


 


		24.3	Sanctions
                                         and anti-corruption



 


		(a)	The
                                         Guarantor shall not (and the Guarantor shall ensure that no member of the Cboe Group
                                         will) directly or indirectly use any monies advanced under any Facility or lend, contribute
                                         or otherwise make available such monies to any Subsidiary or other person where the purpose
                                         or effect of such monies being used, lent, contributed or otherwise made available:



 






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		(i)	is
                                         to fund or facilitate any activity that would at that time be in breach of Sanctions
                                         or be an activity with, or for the benefit of, a Sanctions Restricted Person; or



 


		(ii)	could
                                         reasonably be expected to result in a breach of Sanctions by a Finance Party.



 


		(b)	The
                                         Guarantor shall not (and the Guarantor shall ensure that no member of the Cboe Group
                                         will) directly or indirectly fund all or any part of a payment to a Finance Party out
                                         of proceeds derived from any business or transaction which is prohibited by Sanctions,
                                         which is with a Sanctions Restricted Person or which would otherwise result in a breach
                                         of Sanctions by a Finance Party.



 





		(c)	The
                                         Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                         comply in all respects with applicable Sanctions.



 


		(d)	The
                                         Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                         implement and maintain appropriate policies and procedures reasonably designed to:



 


		(i)	prevent
                                         any action being taken which would be contrary to paragraph (a) or (b) above; and



 


		(ii)	ensure
                                         compliance with applicable Sanctions.



 


		(e)	The
                                         Guarantor shall not (and the Guarantor shall ensure that each member of the Cboe Group
                                         will not) engage in any activity or conduct which would violate anti-bribery, anti-corruption
                                         or anti-money laundering laws or regulations applicable to it (other than Sanctions).



 


		(f)	The
                                         Guarantor shall (and the Guarantor shall ensure that each member of the Cboe Group will)
                                         maintain policies and procedures reasonably designed to promote and achieve compliance
                                         with such laws or regulations.



 


		(g)	Any
                                         provision of this Clause 24.3, Clause 23.21 (Sanctions and anti-corruption), Clause
                                         21.14 (Sanctions and anti-corruption) or Clause 20.22 (Sanctions and anti-corruption)
                                         shall not apply to or in favour of any person if and to the extent that it would result
                                         in a breach, by or in respect of that person, of any applicable Blocking Law.



 


		(h)	For
                                         the purposes of this Clause 24.3, "Blocking Law" means:



 


		(i)	any
                                         provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or
                                         regulation implementing such Regulation in any member state of the European Union or
                                         the United Kingdom);



 


		(ii)	section
                                         7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or



 


		(iii)	any
                                         similar blocking or anti-boycott law in the United Kingdom.



 


		25.	Events
                                         of Default



 


Each of the
events or circumstances set out in this Clause ‎‎25 is an Event of Default (save for Clause ‎‎25.15 (Acceleration)).


 


		25.1	Non-payment



 


An Obligor
does not pay on the due date any amount payable by it pursuant to a Finance Document at the place at and in the currency in which
it is expressed to be payable unless:


 


		(a)	its
                                         failure to pay is caused by:



 






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		(i)	administrative
                                         or technical error; or



 


		(ii)	a
                                         Disruption Event; and



 





		(b)	payment
                                         is made within three Business Days of its due date.



 


		25.2	Borrowing
                                         Base



 


		(a)	An
                                         Event of Default occurs as described in paragraph 1(b), 8(c) or 17(e) of Part I of Schedule
                                         6 (Borrowing Base).



 


		(b)	Any
                                         representation made or deemed to be made in Clause 20.13 (Collateral) is or proves
                                         to have been incorrect or misleading in any material respect when made or deemed to be
                                         made.



 


		(c)	No
                                         Event of Default under paragraph (b) above will occur if the failure to comply is capable
                                         of remedy and is remedied within five Business Days of the earlier of (i) the Facility
                                         Agent giving notice to the Company and (ii) the Company becoming aware of the failure
                                         to comply. For the avoidance of doubt, if a breach of paragraph (b) above also gives
                                         rise to an Event of Default as described in paragraph (a) above, the provisions of paragraph
                                         (a) above shall apply. .



 


		25.3	Other
                                         obligations



 


		(a)	An
                                         Obligor does not comply with any provision of the Finance Documents (other than those
                                         referred to in Clause 25.1 (Non-payment) or Clause 25.2 (Borrowing Base)).



 


		(b)	No
                                         Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                         of remedy and is remedied within 10 Business Days of the earlier of (i) the Facility
                                         Agent giving notice to the Company and (ii) the Company becoming aware of the failure
                                         to comply.



 


		25.4	Misrepresentation



 


		(a)	Any
                                         representation or statement made or deemed to be made by an Obligor in the Finance Documents
                                         or any other document delivered by or on behalf of any Obligor under or in connection
                                         with any Finance Document (other than those referred to in paragraph (b) of Clause 25.2
                                         (Borrowing Base)) is or proves to have been incorrect or misleading in any material
                                         respect when made or deemed to be made.



 


		(b)	No
                                         Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                         of remedy and is remedied within 10 Business Days of the earlier of (i) the Facility
                                         Agent giving notice to the Company and (ii) the Company becoming aware of the failure
                                         to comply.



 


		25.5	Cross
                                         default



 


		(a)	Any
                                         Financial Indebtedness of an Obligor or any member of the Group is not paid when due
                                         nor within any originally applicable grace period.



 


		(b)	Any
                                         Financial Indebtedness of an Obligor or any member of the Group is declared to be or
                                         otherwise becomes due and payable prior to its specified maturity as a result of an event
                                         of default (however described).



 





		(c)	Any
                                         commitment for any Financial Indebtedness of an Obligor or any member of the Group is
                                         cancelled or suspended by a creditor of any member of the Group as a result of an event
                                         of default (however described).



 






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		(d)	Any
                                         creditor of an Obligor or any member of the Group becomes entitled to declare any Financial
                                         Indebtedness of an Obligor or any member of the Group due and payable prior to its specified
                                         maturity as a result of an event of default (however described).



 


		(e)	Any
                                         Clearing Participant sends the Company a Notice of Termination in relation to a EuroCCP
                                         Default Event (each term as defined in the Rules) in accordance with article 12 (Close
                                         out netting) of the Rules.



 


		(f)	No
                                         Event of Default will occur under this Clause ‎‎
                                         25.5 if the aggregate amount of Financial Indebtedness or commitment for Financial
                                         Indebtedness falling within paragraphs (a) to (e) above is (in the case of the Company
                                         and its Subsidiaries) less than €25,000,000 (or its equivalent in any other currency
                                         or currencies) or (in the case of the Guarantor) less than U.S.$50,000,000 (or its equivalent
                                         in any other currency or currencies).



 


		25.6	Insolvency



 


		(a)	The
                                         Company or a member of the Group:



 


		(i)	is
                                         unable or admits inability to pay its debts as they fall due;



 


		(ii)	suspends
                                         making payments on any of its debts; or



 


		(iii)	by
                                         reason of actual or anticipated financial difficulties, commences negotiations with one
                                         or more of its creditors (excluding any Finance Party in its capacity as such) with a
                                         view to rescheduling any of its indebtedness.



 


		(b)	The
                                         value of the assets of any member of the Group, other than any member of the Group incorporated
                                         in the Netherlands is less than its liabilities (taking into account contingent and prospective
                                         liabilities).



 


		(c)	A
                                         moratorium is declared in respect of any indebtedness of the Company or any member of
                                         the Group.



 


		(d)	A
                                         Dutch Group Member gives notice to the Dutch tax authorities under section 36(2) of the
                                         Dutch 1990 Tax Collection Act (Invorderingswet 1990).



 


		25.7	Insolvency
                                         proceedings



 


		(a)	Any
                                         corporate action, legal proceedings or other formal procedure or step is taken in relation
                                         to:



 


		(i)	the
                                         suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                         or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)
                                         of the Company or any member of the Group other than a solvent liquidation or reorganisation
                                         of any member of the Group which is not an Obligor;



 


		(ii)	a
                                         composition, compromise, assignment or arrangement with any creditor of the Company or
                                         any member of the Group;



 


		(iii)	the
                                         appointment of a liquidator (other than in respect of a solvent liquidation of a member
                                         of the Group which is not an Obligor), receiver, administrative receiver, administrator,
                                         compulsory manager or other similar officer in respect of the Company or any member of
                                         the Group or any of its assets; or



 


		(iv)	enforcement
                                         of any Security over any assets of the Company or any member of the Group,



 






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or any analogous
procedure or step is taken in any jurisdiction.


 


		(b)	In
                                         respect of a Dutch Group Member, a reference in this Clause 25 to:



 


		(i)	the
                                         "suspension of payments" or a "moratorium" includes surséance
                                         van betaling;



 


		(ii)	an
                                         "administrator" includes a bewindvoerder;



 


		(iii)	a
                                         "receiver" includes a curator; and



 


		(iv)	"a
                                         winding-up", "administration" or "dissolution" includes failliet
                                         verklaard and ontbonden.



 


		(c)	This
                                         Clause ‎25.7
                                         shall not apply to any winding-up petition presented by any person (other than a member
                                         of the Group) which is frivolous or vexatious or any other application, proceeding or
                                         procedure made or taken by any such person which is an abuse of legal process and in
                                         any such case and is discharged, stayed, dismissed or withdrawn within 10 Business Days
                                         of commencement and before any order is made.



 


		25.8	Creditors'
                                         process



 


Any expropriation,
attachment, sequestration, distress or execution (including by way of executory attachment (executoriaal beslag) or interlocutory
attachment (conservatoir beslag)) affects any asset or assets of an Obligor or a member of the Group having an aggregate
value of €10,000,000 and is not discharged within:


 


		(a)	in
                                         the case of an executory attachment, 10 Business Days; and



 


		(b)	in
                                         the case of an interlocutory attachment, 15 days.



 


		25.9	Failure
                                         to comply with judgment



 


An Obligor
or any member of the Group fails to comply with, or pay any sum due from it, under any judgment or order made or given by any
court which is greater than or equal to €10,000,000 and which remains undischarged for a period of 30 days or more.


 





		25.10	Unlawfulness



 


		(a)	It
                                         is or becomes unlawful for an Obligor to perform any of its obligations under the Finance
                                         Documents in any material respect or any Transaction Security created or expressed to
                                         be created or evidenced by the Security Documents ceases to be effective.



 


		(b)	Any
                                         obligation or obligations of any Obligor under any Finance Documents are not or cease
                                         to be legal, valid, binding or enforceable and the cessation individually or cumulatively
                                         materially and adversely affects the interests of the Secured Parties under the Finance
                                         Documents.



 


		25.11	Repudiation



 


An Obligor
repudiates a Finance Document or evidences an intention to repudiate a Finance Document or any of the Transaction Security.


 


		25.12	Security



 


Any Security
Document is not in full force and effect or does not create in favour of the Security Agent for the benefit of the Secured Parties
the Security which it is expressed to create with the ranking and priority it is expressed to have.


 






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		25.13	Cessation
                                         of business



 


The Company
suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its business.


 


		25.14	U.S.
                                         insolvency proceedings



 


The Guarantor:


 


		(a)	applies
                                         for, or consents to, the appointment of, or the taking of possession by, a receiver,
                                         custodian, trustee, examiner or liquidator of itself or of all or a substantial part
                                         of its property;



 


		(b)	makes
                                         a general assignment for the benefit of its creditors;



 


		(c)	commences
                                         a voluntary case under U.S. Bankruptcy Law;



 


		(d)	files
                                         a petition with respect to itself seeking to take advantage of any other law relating
                                         to bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or winding
                                         up, or composition or readjustment of debts;



 


		(e)	takes
                                         any corporate action for the purpose of effecting any of the foregoing with respect to
                                         itself;



 


		(f)	is
                                         unable or admits inability to pay its debts as they fall due, suspends making payments
                                         on any of its debts or, by reason of actual or anticipated financial difficulties; or



 





		(g)	is
                                         the subject of involuntary proceedings under U.S. Bankruptcy Law, if such proceedings
                                         have not been dismissed or stayed within 60 days of commencement thereof, or if an order
                                         for relief has been entered in any such proceedings.



 


		25.15	Acceleration



 


		(a)	On
                                         and at any time after the occurrence of an Event of Default, other than an Event of Default
                                         referred to in paragraph (b) below, the Facility Agent may, and shall if so directed
                                         by the Majority Lenders, by notice to the Company:



 


		(i)	cancel
                                         the Total Commitments whereupon they shall immediately be cancelled;



 


		(ii)	declare
                                         that all or part of the Loans, together with accrued interest, and all other amounts
                                         accrued or outstanding under the Finance Documents be immediately due and payable, whereupon
                                         they shall become immediately due and payable;



 


		(iii)	declare
                                         that all or part of the Loans be payable on demand, whereupon they shall immediately
                                         become payable on demand by the Facility Agent on the instructions of the Majority Lenders;
                                         and/or



 


		(iv)	exercise
                                         or direct the Security Agent to exercise any or all of its rights, remedies, powers or
                                         discretions which have become exercisable under the Finance Documents.



 


		(b)	If
                                         an Event of Default occurs under Clause 25.14 (U.S. insolvency proceedings), each
                                         amount expressed by Clause 19 (Guarantee and indemnity) to be payable by the Guarantor
                                         on demand shall, after that Event of Default has occurred, be immediately due and payable
                                         by the Guarantor without the need for any demand or other claim on the Guarantor or any
                                         other Obligor.



 






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SECTION
9


 


CHANGES
TO PARTIES


 


		26.	Changes
                                         to the Lenders



 


		26.1	Assignments
                                         and transfers by the Lenders



 


Subject to
this Clause ‎‎26, a Lender (the "Existing Lender") may:


 


		(a)	assign
                                         any of its rights; or



 


		(b)	transfer
                                         by novation any of its rights and obligations



 


to:


 


		(i)	another
                                         bank or financial institution which is (or an Affiliate of which is) able and willing
                                         to be a Swingline Lender under a Swingline Facility and comply with the Specified Times
                                         set out in Schedule 8 (Timetables); or



 


		(ii)	(but
                                         only if a Default is continuing) any bank or financial institution or trust, fund or
                                         other entity which is regularly engaged in or established for the purpose of making,
                                         purchasing or investing in loans, securities or other financial assets,



 


(each such
bank, financial institution, trust, fund or other entity being a "New Lender") provided that the assignment or
transfer by any Lender is in an amount not less than (if no Default is continuing) €5,000,000 or (if a Default is continuing)
 €1,000,000 or, in each case, if less, the full amount of that Lender's Commitment in relation to that Facility.


 


		26.2	Company
                                         consent



 


		(a)	Subject
                                         to paragraph (b) below, the consent of the Company and the Guarantor is required for
                                         an assignment or transfer by an Existing Lender, unless the assignment or transfer is:



 


		(i)	to
                                         another Lender or an Affiliate of any Lender (in each case, acting as principal); or



 


		(ii)	made
                                         at a time when a Default is continuing.



 


		(b)	The
                                         consent of the Company and the Guarantor is required at all times where the proposed
                                         transfer is to a person which carries on a business competing with the Company's business.



 


		(c)	The
                                         consent of the Company and the Guarantor to an assignment or transfer must not be unreasonably
                                         withheld or delayed. Each of the Company and the Guarantor will be deemed to have given
                                         its consent five Business Days after the Existing Lender has requested it unless consent
                                         is expressly refused by the Company and the Guarantor within that time.



 


		(d)	The
                                         Parties agree that any refusal by the Company or the Guarantor to consent to a transfer
                                         to:



 


		(i)	a
                                         person which carries on business competing with the Company's business; or



 


		(ii)	a
                                         person which is not an Acceptable Bank,



 





shall not,
in each case, be deemed unreasonable.


 


		26.3	Other
                                         conditions of assignment or transfer



 


		(a)	An
                                         assignment will only be effective on:



 






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		(i)	receipt
                                         by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
                                         from the New Lender (in form and substance satisfactory to the Facility Agent) that the
                                         New Lender will assume the same obligations to the other Finance Parties as it would
                                         have been under if it was an Original Lender; and



 


		(ii)	performance
                                         by the relevant Agent of all necessary "know your customer" or other similar
                                         checks under all applicable laws and regulations in relation to such assignment to a
                                         New Lender, the completion of which the relevant Agent shall promptly notify to the Existing
                                         Lender and the New Lender.



 


		(b)	A
                                         transfer will only be effective if the procedure set out in Clause ‎‎
                                         26.6 (Procedure for transfer) is complied with.



 


		(c)	Any
                                         assignment or transfer by an Existing Lender to a New Lender shall only be effective
                                         if:



 


		(i)	in
                                         the case of a transfer by an Existing Lender of any amount of its Revolving Facility
                                         Commitment (other than to an Affiliate of that Existing Lender):



 


		(A)	that
                                         Existing Lender transfers at the same time the same amount of its Swingline Commitment
                                         applicable to that Revolving Facility to the New Lender or an Affiliate of the New Lender;
                                         or



 


		(B)	if
                                         that Existing Lender does not have a Swingline Commitment applicable to that Revolving
                                         Facility, its Related Lender transfers at the same time the same amount of that Related
                                         Lender's Swingline Commitment applicable to that Revolving Facility to the New Lender
                                         or an Affiliate of the New Lender; and



 


		(ii)	in
                                         the case of a transfer by an Existing Lender of any amount of its Swingline Commitment
                                         (other than to an Affiliate of that Existing Lender):



 


		(A)	that
                                         Existing Lender transfers at the same time the same amount of its Revolving Facility
                                         Commitment applicable to that Swingline Facility to the New Lender or an Affiliate of
                                         the New Lender; or



 


		(B)	if
                                         that Existing Lender does not have a Revolving Facility Commitment applicable to that
                                         Swingline Facility, its Related Lender transfers at the same time the same amount of
                                         that Related Lender's Revolving Facility Commitment applicable to that Swingline Facility
                                         to the New Lender or an Affiliate of the New Lender.



 


		(d)	If:



 





		(i)	a
                                         Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                         or changes its Facility Office; and



 


		(ii)	as
                                         a result of circumstances existing at the date the assignment, transfer or change occurs,
                                         an Obligor would be obliged to make a payment to the New Lender or Lender acting through
                                         its new Facility Office under Clause ‎‎14
                                         (Tax gross-up and indemnities) or Clause ‎‎15
                                         (Increased costs),



 


then the New
Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent
as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change
had not occurred.


 






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		(e)	Each
                                         New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                         for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf
                                         any amendment or waiver that has been approved by or on behalf of the requisite Lender
                                         or Lenders in accordance with this Agreement on or prior to the date on which the transfer
                                         or assignment becomes effective in accordance with this Agreement and that it is bound
                                         by that decision to the same extent as the Existing Lender would have been had it remained
                                         a Lender.



 


		(f)	Notwithstanding
                                         any other term of this Agreement, each Lender shall ensure that at all times its Overall
                                         Commitment in relation to a Revolving Facility is not less than:



 


		(i)	its
                                         Swingline Commitment relevant to that Revolving Facility; or



 


		(ii)	if
                                         it does not have a Swingline Commitment relevant to that Revolving Facility, the Swingline
                                         Commitment of its Related Lender in relation to that Revolving Facility.



 


		26.4	Assignment
                                         or transfer fee



 


The New Lender
shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of
 €3,000.


 


		26.5	Limitation
                                         of responsibility of Existing Lenders



 


		(a)	Unless
                                         expressly agreed to the contrary, an Existing Lender makes no representation or warranty
                                         and assumes no responsibility to a New Lender for:



 


		(i)	the
                                         legality, validity, effectiveness, adequacy or enforceability of the Finance Documents
                                         or any other documents;



 


		(ii)	the
                                         financial condition of any Obligor;



 


		(iii)	the
                                         performance and observance by any Obligor of its obligations under the Finance Documents
                                         or any other documents; or



 


		(iv)	the
                                         accuracy of any statements (whether written or oral) made in or in connection with any
                                         Finance Document or any other document,



 





and any representations
or warranties implied by law are excluded.


 


		(b)	Each
                                         New Lender confirms to the Existing Lender and the other Finance Parties that it:



 


		(i)	has
                                         made (and shall continue to make) its own independent investigation and assessment of
                                         the financial condition and affairs of each Obligor and its related entities in connection
                                         with its participation in this Agreement and has not relied exclusively on any information
                                         provided to it by the Existing Lender in connection with any Finance Document; and



 


		(ii)	will
                                         continue to make its own independent appraisal of the creditworthiness of each Obligor
                                         and its related entities whilst any amount is or may be outstanding under the Finance
                                         Documents or any Commitment is in force.



 


		(c)	Nothing
                                         in any Finance Document obliges an Existing Lender to:



 


		(i)	accept
                                         a re-transfer or re-assignment from a New Lender of any of the rights and obligations
                                         assigned or transferred under this Clause ‎‎26;
                                         or



 


		(ii)	support
                                         any losses directly or indirectly incurred by the New Lender by reason of the non-performance
                                         by any Obligor of its obligations under the Finance Documents or otherwise.



 






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		26.6	Procedure
                                         for transfer



 


		(a)	Subject
                                         to the conditions set out in Clause ‎‎
                                         26.2 (Company consent) and Clause ‎‎
                                         26.3 (Other conditions of assignment or transfer) a transfer is effected
                                         in accordance with paragraph (c) below when the Facility Agent executes an otherwise
                                         duly completed Transfer Certificate delivered to it by the Existing Lender and the New
                                         Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably
                                         practicable after receipt by it of a duly completed Transfer Certificate appearing on
                                         its face to comply with the terms of this Agreement and delivered in accordance with
                                         the terms of this Agreement, execute that Transfer Certificate.



 


		(b)	The
                                         Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it
                                         by the Existing Lender and the New Lender once it is satisfied it has complied with all
                                         necessary "know your customer" or other similar checks under all applicable
                                         laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject
                                         to Clause ‎‎
                                         26.10 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to
                                         the extent that in the Transfer Certificate the Existing Lender seeks to transfer by
                                         novation its rights and obligations under the Finance Documents, each of the Obligors
                                         and the Existing Lender shall be released from further obligations towards one another
                                         under the Finance Documents and their respective rights against one another under the
                                         Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");



 





		(ii)	each
                                         of the Obligors and the New Lender shall assume obligations towards one another and/or
                                         acquire rights against one another which differ from the Discharged Rights and Obligations
                                         only insofar as that Obligor and the New Lender have assumed and/or acquired the same
                                         in place of that Obligor and the Existing Lender;



 


		(iii)	each
                                         Agent, each Arranger, the Security Agent, the New Lender and other Lenders shall acquire
                                         the same rights and assume the same obligations between themselves as they would have
                                         acquired and assumed had the New Lender been an Original Lender with the rights and/or
                                         obligations acquired or assumed by it as a result of the transfer and to that extent
                                         each Agent, the Arranger, the Security Agent and the Existing Lender shall each be released
                                         from further obligations to each other under the Finance Documents; and



 


		(iv)	the
                                         New Lender shall become a Party as a "Lender".



 


		26.7	Procedure
                                         for assignment



 


		(a)	Subject
                                         to the conditions set out in Clause ‎‎26.2
                                         (Company consent) and Clause ‎‎26.3
                                         (Other conditions of assignment or transfer), an assignment may be effected in
                                         accordance with paragraph (c) below when the Facility Agent executes an otherwise duly
                                         completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.
                                         The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable
                                         after receipt by it of a duly completed Assignment Agreement appearing on its face to
                                         comply with the terms of this Agreement and delivered in accordance with the terms of
                                         this Agreement, execute that Assignment Agreement.



 


		(b)	The
                                         Facility Agent shall only be obliged to execute an Assignment Agreement delivered to
                                         it by the Existing Lender and the New Lender once it is satisfied it has complied with
                                         all necessary



 






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			"know your customer"
                                         or other similar checks under all applicable laws and regulations in relation to the
                                         assignment to such New Lender.



 


		(c)	Subject
                                         to Clause ‎‎
                                         26.10 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the
                                         Existing Lender will assign absolutely to the New Lender the rights under the Finance
                                         Documents expressed to be the subject of the assignment in the Assignment Agreement;



 


		(ii)	the
                                         Existing Lender will be released by each Obligor and the other Finance Parties from the
                                         obligations owed by it (the "Relevant Obligations") and expressed to
                                         be the subject of the release in the Assignment Agreement; and



 


		(iii)	the
                                         New Lender shall become a Party as a "Lender" and will be bound by obligations
                                         equivalent to the Relevant Obligations.



 


		(d)	Lenders
                                         may utilise procedures other than those set out in this Clause ‎‎26.7
                                         to assign their rights under the Finance Documents (but not, without the consent of the
                                         relevant Obligor or unless in accordance with Clause ‎‎26.6
                                         (Procedure for transfer), to obtain a release by that Obligor from the obligations
                                         owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a
                                         New Lender) provided that they comply with the conditions set out in Clause ‎‎26.2
                                         (Company consent) and Clause ‎‎26.3
                                         (Other conditions of assignment or transfer).



 


		26.8	Copy
                                         of Transfer Certificate, Assignment Agreement,
                                         Increase Confirmation or Accordion Increase Confirmation to Company



 


The Facility
Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement, an Increase
Confirmation or an Accordion Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement,
Increase Confirmation or Accordion Increase Confirmation.


 


		26.9	Security
                                         over Lenders' rights



 


In addition
to the other rights provided to Lenders under this Clause ‎‎26, each Lender may without consulting with or obtaining
consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or
otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:


 


		(a)	any
                                         charge, assignment or other Security to secure obligations to a federal reserve or central
                                         bank; and



 


		(b)	any
                                         charge, assignment or other Security granted to any holders (or trustee or representatives
                                         of holders) of obligations owed, or securities issued, by that Lender as security for
                                         those obligations or securities,



 


		(c)	except
                                         that no such charge, assignment or Security shall:



 


		(i)	release
                                         a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
                                         of the relevant charge, assignment or Security for the Lender as a party to any of the
                                         Finance Documents; or



 


		(ii)	require
                                         any payments to be made by an Obligor other than or in excess of, or grant to any person
                                         any more extensive rights than, those required to be made or granted to the relevant
                                         Lender under the Finance Documents.



 






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		26.10	Pro
                                         rata interest settlement



 


		(a)	If
                                         the Facility Agent has notified the Lenders that it is able to distribute interest payments
                                         on a "pro rata basis" to Existing Lenders and New Lenders then (in respect
                                         of any transfer pursuant to Clause ‎‎26.6
                                         (Procedure for transfer) or any assignment pursuant to Clause ‎‎26.7
                                         (Procedure for assignment) the Transfer Date of which, in each case, is after
                                         the date of such notification and is not on the last day of an Interest Period):



 





		(i)	any
                                         interest or fees in respect of the relevant participation which are expressed to accrue
                                         by reference to the lapse of time shall continue to accrue in favour of the Existing
                                         Lender up to but excluding the Transfer Date ("Accrued Amounts") and
                                         shall become due and payable to the Existing Lender (without further interest accruing
                                         on them) on the last day of the current Interest Period (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 to the Existing
                                         Lender; and



 


		(B)	the
                                         amount payable to the New Lender on that date will be the amount which would, but for
                                         the application of this Clause ‎‎26.10,
                                         have been payable to it on that date, but after deduction of the Accrued Amounts.



 


		(b)	In
                                         this Clause ‎‎26.10
                                         references to "Interest Period" shall be construed to include a reference to
                                         any other period for accrual of fees.



 


		(c)	An
                                         Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause
                                         ‎‎
                                         26.10 but which does not have a Commitment shall be deemed not to be a Lender
                                         for the purposes of ascertaining whether the agreement of any specified group of Lenders
                                         has been obtained to approve any request for a consent, waiver, amendment or other vote
                                         of Lenders under the Finance Documents.



 


		27.	Changes
                                         to the Obligors



 


No Obligor
may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


 






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SECTION
10 


 


FINANCE
PARTIES


 


		28.	Role
                                         of the Agents, the Security Agent and the Arranger



 


		28.1	The
                                         Agents and the Security Agent



 


		(a)	Each
                                         of the Arrangers and each Lender appoints the Facility Agent to act as its agent under
                                         and in connection with the Finance Documents.



 


		(b)	Notwithstanding
                                         and without limitation to paragraph (a) above each of the Arrangers and each relevant
                                         Lender also appoints the:



 


		(i)	€/£
                                         Swingline Agent to act as its agent under and in connection with the Finance Documents
                                         in respect of a Euro Swingline Loan or a Sterling Swingline Loan;



 


		(ii)	Swiss
                                         Francs Swingline Agent to act as its agent under and in connection with the Finance Documents
                                         in respect of a Swiss Francs Swingline Loan;



 


		(iii)	U.S.
                                         Dollar Swingline Agent to act as its agent under and in connection with the Finance Documents
                                         in respect of a U.S. Dollar Swingline Loan; and



 


		(iv)	Danish
                                         Krone/Norwegian Krone/Swedish Krona Swingline Agent to act as its agent under and in
                                         connection with the Finance Documents in respect of the Danish Krone Swingline Loan/Norwegian
                                         Krone Swingline Loan/Swedish Krona Swingline Loan.



 


		(c)	Each
                                         of the Arrangers, the Lenders and the Agents appoints the Security Agent to act as security
                                         agent under and in connection with the Finance Documents.



 


		(d)	Any
                                         reference in this Agreement to "security agent" means that the Security Agent
                                         is acting as security agent and security trustee, and the Security Agent declares that
                                         it holds the Security Property on trust as security trustee for the Secured Parties on
                                         the terms contained in this Agreement.



 


		(e)	To
                                         the extent that the security trusts established by this Agreement are not effective to
                                         confer the benefit of any Transaction Security upon any Secured Party:



 


		(i)	the
                                         Security Agent shall act as security agent, and not as security trustee, for the relevant
                                         Secured Party in respect of that Transaction Security; and



 


		(ii)	paragraph
                                         (d) above shall not apply to that Transaction Security.



 


		(f)	This
                                         Clause ‎‎28.1
                                         shall not affect or limit paragraph (c) of Clause ‎‎32.13
                                         (Parallel Debt) with respect to any Security Document.



 


		(g)	Each
                                         of the Secured Parties authorises each Agent and the Security Agent to perform the duties,
                                         obligations and responsibilities and to exercise the rights, powers, authorities and
                                         discretions specifically given to an Agent and the Security Agent (as applicable) under
                                         or in connection with the Finance Documents together with any other incidental rights,
                                         powers, authorities and discretions.



 






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		28.2	Enforcement
                                         through Security Agent only



 


The
Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise
any right, power, authority or discretion arising under the Security Documents except through the Security Agent.


 


		28.3	Instructions



 


		(a)	Each
                                         of the Agents shall:



 


		(i)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as an Agent or the Security Agent
                                         (as applicable) in accordance with any instructions given to it by:



 


		(A)	all
                                         Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
                                         and



 


		(B)	in
                                         all other cases, the Majority Lenders or, if the relevant Finance Document stipulates
                                         the matter is a decision for any other Finance Party or group of Finance Parties, from
                                         that Finance Party or group of Finance Parties; and



 


		(ii)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) in accordance
                                         with paragraph (i) above (or, if this Agreement stipulates the matter is a decision for
                                         any other Finance Party or group of Finance Parties, from that Finance Party or group
                                         of Finance Parties).



 


		(b)	Notwithstanding
                                         any provision of the Finance Documents, the Security Agent shall (i) exercise any right,
                                         power, authority or discretion vested in it as Security Agent in accordance with any
                                         instructions given to it by the Facility Agent (whom, in turn, shall act on the instructions
                                         of the Lenders or, as the case may be, the Majority Lenders) (or, if so instructed by
                                         the Facility Agent, refrain from exercising any right, power, authority or discretion
                                         vested in it as Security Agent) and (ii) not be liable for any act (or omission) if it
                                         acts (or refrains from taking any action) in accordance with an instruction of the Facility
                                         Agent (whom, in turn, shall act on the instructions of the Lenders or, as the case may
                                         be, the Majority Lenders).



 


		(c)	Each
                                         of the Agents and the Security Agent shall be entitled to request instructions, or clarification
                                         of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates
                                         the matter is a decision for any other Finance Party or group of Finance Parties, from
                                         that Finance Party or group of Finance Parties) or, in the case of the Security Agent,
                                         from the Facility Agent as to whether, and in what manner, it should exercise or refrain
                                         from exercising any right, power, authority or discretion and any Agent or the Security
                                         Agent (as applicable) may refrain from acting unless and until it receives any such instructions
                                         or that clarification.



 


		(d)	Save
                                         in the case of decisions stipulated to be a matter for any other Finance Party or group
                                         of Finance Parties under the relevant Finance Document and unless a contrary indication
                                         appears in a Finance Document, any instructions given to any Agent or the Security Agent
                                         (as applicable) by the Majority Lenders or, in the case of the Security Agent, from the
                                         Facility Agent shall override any conflicting instructions given by any other Parties
                                         and will be binding on all Finance Parties.



 


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



 


		(i)	where
                                         a contrary indication appears in a Finance Document;



 






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		(ii)	where
                                         a Finance Document requires an Agent or the Security Agent to act in a specified manner
                                         or to take a specified action;



 


		(iii)	in
                                         respect of any provision which protects an Agent's or the Security Agent's own position
                                         in its personal capacity as opposed to its role of Agent or Security Agent for the relevant
                                         Finance Parties or Secured Parties (as applicable), including, without limitation, Clause
                                         ‎‎ 28.6 (No
                                         fiduciary duties) to Clause ‎‎
                                         28.11 (Exclusion of liability), Clause ‎‎
                                         28.16 (Confidentiality) to Clause ‎‎
                                         28.22 (Custodians and nominees) and Clause ‎‎
                                         28.26 (Acceptance of title) to Clause ‎‎
                                         28.29 (Disapplication of Trustee Acts);



 


		(iv)	in
                                         respect of the exercise of the Security Agent's discretion to exercise a right, power
                                         or authority under any of:



 


		(A)	Clause
                                         ‎‎ 29.1 (Order
                                         of application);



 


		(B)	Clause
                                         ‎‎ 29.2 (Prospective
                                         liabilities); and



 


		(C)	Clause
                                         ‎‎ 29.5 (Permitted
                                         Deductions).



 


		(f)	If
                                         giving effect to instructions given by the Majority Lenders (or in the case of the Security
                                         Agent given by the Facility Agent) would (in an Agent's or (as applicable) the Security
                                         Agent's opinion) have an effect equivalent to an amendment or waiver referred to in Clause
                                         ‎‎ 38 (Amendments
                                         and waivers), an Agent or (as applicable) the Security Agent shall not act in accordance
                                         with those instructions unless consent to it so acting is obtained from each Party (other
                                         than an Agent or the Security Agent) whose consent would have been required in respect
                                         of that amendment or waiver.



 


		(g)	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where either:



 


		(i)	it
                                         has not received any instructions as to the exercise of that discretion; or



 


		(ii)	the
                                         exercise of that discretion is subject to paragraph (e)(iv) above,



 


an
Agent or the Security Agent shall be entitled (but not obliged) to do so having regard to the interests of (in the case of an
Agent) all the Finance Parties and (in the case of the Security Agent) all the Secured Parties.


 


		(h)	An
                                         Agent or the Security Agent (as applicable) may refrain from acting in accordance with
                                         any instructions of any Finance Party or group of Finance Parties until it has received
                                         any indemnification and/or security that it may in its discretion require (which may
                                         be greater in extent than that contained in the Finance Documents and which may include
                                         payment in advance) for any cost, loss or liability which it may incur in complying with
                                         those instructions.



 


		(i)	Without
                                         prejudice to the remainder of this Clause ‎‎28.3,
                                         in the absence of instructions, each of the Agents and the Security Agent may act (or
                                         refrain from acting) as it considers to be in the best interest of (in the case of the
                                         Agent) the Finance Parties and (in the case of the Security Agent) the Secured Parties,
                                         provided that the Security Agent shall not be obliged to act (or refrain from taking
                                         action) unless and until it shall have been instructed so to do by the Facility Agent.



 


		(j)	None
                                         of the Agents nor the Security Agent is authorised to act on behalf of a Finance Party
                                         (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings
                                         relating to any Finance Document. This paragraph (j) shall not apply to any legal or
                                         arbitration proceeding relating



 






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			to
                                         the perfection, preservation or protection of rights under the Security Documents or
                                         enforcement of the Transaction Security or Security Documents.





 


		28.4	Duties
                                         of the Agents and the Security Agent



 


		(a)	The
                                         duties of each Agent and the Security Agent under the Finance Documents are solely mechanical
                                         and administrative in nature.



 


		(b)	Subject
                                         to paragraph (c) below, each of the Agents and the Security Agent shall promptly forward
                                         to a Party the original or a copy of any document which is delivered to that Agent or
                                         the Security Agent (as applicable) for that Party by any other Party.



 


		(c)	Without
                                         prejudice to Clause ‎‎
                                         26.8 (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation
                                         or Accordion Increase Confirmation to Company), paragraph (b) above shall not apply
                                         to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation or any
                                         Accordion Increase Confirmation.



 


		(d)	Except
                                         where a Finance Document specifically provides otherwise, none of the Agents nor the
                                         Security Agent is obliged to review or check the adequacy, accuracy or completeness of
                                         any document it forwards to another Party.



 


		(e)	If
                                         an Agent or the Security Agent receives notice from a Party referring to any Finance
                                         Document, describing a Default and stating that the circumstance described is a Default,
                                         it shall promptly notify the other Finance Parties.



 


		(f)	If
                                         an Agent is aware of the non-payment of any principal, interest, commitment fee or other
                                         fee payable to a Finance Party (other than an Agent, an Arranger or the Security Agent)
                                         under this Agreement, it shall promptly notify the other Finance Parties.



 


		(g)	Each
                                         Agent shall provide to the Company within five Business Days of a request by the Company
                                         (but no more frequently than once per calendar month), a list (which may be in electronic
                                         form) setting out the names of the Lenders as at the date of that request, their respective
                                         Commitments, the address and 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 transmission
                                         of information by electronic mail or other electronic means to and by each Lender to
                                         whom any communication under or in connection with the Finance Documents may be made
                                         by that means and the account details of each Lender for any payment to be distributed
                                         by an Agent to that Lender under the Finance Documents.



 


		(h)	Each
                                         of the Agents and the Security Agent shall have only those duties, obligations and responsibilities
                                         expressly specified in the Finance Documents to which it is expressed to be a party (and
                                         no others shall be implied).



 


		28.5	Role
                                         of the Arranger



 


Except
as specifically provided in the Finance Documents, no Arranger has obligations of any kind to any other Party under or in connection
with any Finance Document.


 


		28.6	No
                                         fiduciary duties



 


		(a)	Nothing
                                         in any Finance Document constitutes:



 






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		(i)	an
                                         Agent or an Arranger as a trustee or fiduciary of any other person; or



 


		(ii)	the
                                         Security Agent as an agent, trustee or fiduciary of any Obligor.



 


		(b)	None
                                         of the Agents, the Security Agent nor the Arrangers shall be bound to account to any
                                         other Finance Party or (in the case of the Security Agent) any Secured Party for any
                                         sum or the profit element of any sum received by it for its own account.



 


		28.7	Business
                                         with the Group



 


Each
Agent, the Security Agent and Arranger may accept deposits from, lend money to and generally engage in any kind of banking or
other business with any Obligor or Affiliate of an Obligor.


 


		28.8	Rights
                                         and discretions



 


		(a)	Each
                                         of the Agents and the Security Agent may:



 


		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;



 


		(ii)	assume
                                         that:



 


		(A)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties (or in the case of the Security Agent, received by it from the Facility
                                         Agent) are duly given in accordance with the terms of the Finance Documents; and



 


		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;
                                         and



 


		(iii)	call
                                         for and rely on a certificate from any person:



 


		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or



 


		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,



 


as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	Each
                                         of the Agents and the Security Agent may assume (unless it has received notice to the
                                         contrary in its capacity as agent for the Finance Parties or security agent for the Secured
                                         Parties) that:



 


		(i)	no
                                         Default has occurred (unless, in the case of an Agent, it has actual knowledge of a Default
                                         arising under Clause ‎‎25.1
                                         (Non-payment));



 


		(ii)	any
                                         right, power, authority or discretion vested in any Party or any group of Finance Parties
                                         has not been exercised; and



 


		(iii)	any
                                         notice or request made by the Company (other than a Utilisation Request) is made on behalf
                                         of and with the consent and knowledge of all the Obligors.



 


		(c)	Each
                                         of the Agents and the Security Agent may engage and pay for the advice or services of
                                         any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.



 






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		(d)	Without
                                         prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the
                                         Agents and the Security Agent may at any time engage and pay for the services of any
                                         lawyers to act as independent counsel to an Agent or the Security Agent (as applicable),
                                         (and so separate from any lawyers instructed by the Lenders) if an Agent or the Security
                                         Agent (as applicable) in its reasonable opinion deems this to be desirable.



 


		(e)	Each
                                         of the Agents and the Security Agent may rely on the advice or services of any lawyers,
                                         accountants, tax advisers, surveyors or other professional advisers or experts (whether
                                         obtained by any Agent or by the Security Agent or by any other Party and whether or not
                                         liability in relation thereto is limited by reference to a monetary cap, methodology
                                         or otherwise) and shall not be liable for any damages, costs or losses to any person,
                                         any diminution in value or any liability whatsoever arising as a result of its so relying.



 


		(f)	Each
                                         of the Agents and the Security Agent may act in relation to the Finance Documents and
                                         the Security Property through its officers, employees and agents and shall not:



 


		(i)	be
                                         liable for any error of judgment made by any such person; or



 


		(ii)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part of, any such person,



 


unless
such error or such loss was directly caused by an Agent's or the Security Agent's (as applicable) gross negligence or wilful misconduct.


 


		(g)	Unless
                                         a Finance Document expressly provides otherwise each of the Agents and the Security Agent
                                         may disclose to any other Party any information it reasonably believes it has received
                                         as agent or security agent under the Finance Documents.



 


		(h)	Without
                                         prejudice to the generality of paragraph ‎‎(g)
                                         above, each Agent:



 


		(i)	may
                                         disclose; and



 


		(ii)	on
                                         the written request of the Company or the Majority Lenders shall, as soon as reasonably
                                         practicable, disclose



 


the
identity of a Defaulting Lender to the Company and to the other Finance Parties.


 


		(i)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, none of the Agents, the
                                         Security Agent nor the Arranger is obliged to do or omit to do anything if it would,
                                         or might in its reasonable opinion, constitute a breach of any law or regulation or a
                                         breach of a fiduciary duty or duty of confidentiality. The Security Agent may refrain
                                         (without liability) from doing anything that would or might in its opinion constitute
                                         a breach of, or be contrary to, any law of any state or jurisdiction (including, but
                                         not limited to, The Netherlands, the United States of America or any jurisdiction forming
                                         a part of it, the European Union and England and Wales) or any directive or regulation
                                         of any agency of any such state or jurisdiction and may without liability do anything
                                         which is, in its opinion, necessary to comply with any such law, directive or regulation.



 


		(j)	Notwithstanding
                                         any provision of any Finance Document to the contrary, none of the Agents nor the Security
                                         Agent is obliged to expend or risk its own funds or otherwise incur any financial liability
                                         in the performance of its duties, obligations or responsibilities or the exercise of
                                         any right,power,



 






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			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.



 


		28.9	Responsibility
                                         for documentation



 


None
of the Agents, the Security Agent nor any Arranger is responsible or liable for:


 


		(a)	the
                                         adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                         by an Agent, the Security Agent, an Arranger, an Obligor or any other person in or in
                                         connection with any Finance Document or the Information Memorandum or the transactions
                                         contemplated in the Finance Documents or any other agreement, arrangement or document
                                         entered into, made or executed in anticipation of, under or in connection with any Finance
                                         Document; or



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Finance Document
                                         or the Security Property or any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with any Finance Document
                                         or the Security Property;



 


		(c)	checking,
                                         enquiring or investigating the adequacy, accuracy or completeness of any communication
                                         delivered to it under any of the Finance Documents, any legal or other opinions, reports,
                                         valuations, certificates, appraisals or other documents delivered or made or required
                                         to be delivered or made at any time in connection with any of the Finance Documents,
                                         any security to be constituted thereby or any other report or other document, statement
                                         or information circulated, delivered or made, whether orally or otherwise and whether
                                         before, on or after the date thereof; or



 


		(d)	any
                                         determination as to whether any information provided or to be provided to any Secured
                                         Party is non-public information the use of which may be regulated or prohibited by applicable
                                         law or regulation relating to insider dealing or otherwise.



 


		28.10	No
                                         duty to monitor



 


None
of the Agents nor the Security Agent shall be bound to enquire:


 


		(a)	whether
                                         or not any Default has occurred;



 


		(b)	as
                                         to the performance, default or any breach by any Party of its obligations under any Finance
                                         Document; or



 


		(c)	whether
                                         any other event specified in any Finance Document has occurred,



 


and
each Agent and the Security Agent shall be entitled to assume, unless it has received express notice to the contrary, that each
other Party is complying with its obligations under the Finance Documents.


 


		28.11	Exclusion
                                         of liability



 


		(a)	Without
                                         limiting paragraph (b) below (and without prejudice to any other provision of any Finance
                                         Document excluding or limiting the liability of an Agent, the Security Agent or any Receiver
                                         or Delegate), none of the Agents, the Security Agent nor any Receiver or Delegate will
                                         be liable (including, without limitation, for negligence or any other category of liability
                                         whatsoever) for:



 






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		(i)	any
                                         damages, costs or losses to any person, any diminution in value, or any liability whatsoever
                                         arising as a result of taking or not taking any action under or in connection with any
                                         Finance Document or the Security Property, unless directly caused by its gross negligence
                                         or wilful misconduct;



 


		(ii)	exercising,
                                         or not exercising, any right, power, authority or discretion given to it by, or in connection
                                         with, any Finance Document, the Security Property or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with, any Finance Document or the Security Property;



 


		(iii)	any
                                         shortfall which arises on the enforcement or realisation of the Security Property; or



 


		(iv)	without
                                         prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of:



 


		(A)	any
                                         act, event or circumstance not reasonably within its control; or



 


 


		(B)	the
                                         general risks of investment in, or the holding of assets in, any jurisdiction,



 


including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation,
expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure
or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;
war, terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No
                                         Party (other than an Agent, the Security Agent, that Receiver or that Delegate (as applicable))
                                         may take any proceedings against any officer, employee or agent of an Agent, the Security
                                         Agent, a Receiver or a Delegate in respect of any claim it might have against the Agent,
                                         the Security Agent, a Receiver or a Delegate or in respect of any act or omission of
                                         any kind by that officer, employee or agent in relation to any Finance Document or any
                                         Security Property and any officer, employee or agent of an Agent, the Security Agent,
                                         a Receiver or a Delegate may rely on this Clause ‎‎
                                         28.11 subject to Clause ‎‎
                                         1.4 (Third party rights) and the provisions of the Third Parties Act.



 


		(c)	None
                                         of the Agents nor the Security Agent will be liable for any delay (or any related consequences)
                                         in crediting an account with an amount required under the Finance Documents to be paid
                                         by an Agent or the Security Agent (as applicable) if an Agent or the Security Agent (as
                                         applicable) has taken all necessary steps as soon as reasonably practicable to comply
                                         with the regulations or operating procedures of any recognised clearing or settlement
                                         system used by an Agent or the Security Agent (as applicable) for that purpose.



 


		(d)	Nothing
                                         in this Agreement shall oblige an Agent, the Security Agent or an Arranger to carry out:



 


		(i)	any
                                         "know your customer" or other checks in relation to any person; or



 


		(ii)	any
                                         check on the extent to which any transaction contemplated by this Agreement might be
                                         unlawful for any Finance Party or for any Affiliate of any Finance Party,



 






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on
behalf of any Finance Party and each Finance Party confirms to each Agent, the Security Agent and each Arranger that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks
made by an Agent, the Security Agent or an Arranger.


 


		(e)	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the liability
                                         of an Agent, the Security Agent, any Receiver or Delegate, any liability of an Agent,
                                         the Security Agent, any Receiver or Delegate arising under or in connection with any
                                         Finance Document or the Security Property shall be limited to the amount of actual loss
                                         which has been finally judicially determined to have been suffered (as determined by
                                         reference to the date of default of an Agent, the Security Agent, Receiver or Delegate
                                         or, if later, the date on which the loss arises as a result of such default) but without
                                         reference to any special conditions or circumstances known to an Agent, the Security
                                         Agent, any Receiver or Delegate at any time which increase the amount of that loss. In
                                         no event shall an Agent, the Security Agent, any Receiver or Delegate be liable for any
                                         loss of profits, goodwill, reputation, business opportunity or anticipated saving, or
                                         for special, punitive, indirect or consequential damages, whether or not an Agent, the
                                         Security Agent, the Receiver or Delegate has been advised of the possibility of such
                                         loss or damages.



 


		28.12	Lenders'
                                         indemnity to the Facility Agent



 


Each
Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of
the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of
demand, against any cost, loss or liability, including without limitation, for negligence or any other category of liability whatsoever
incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct)
(or in the case of any cost, loss or liability pursuant to Clause ‎‎32.11 (Disruption to payment systems etc.)
notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including
any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility
Agent has been reimbursed by an Obligor pursuant to a Finance Document).


 


		28.13	Lenders'
                                         indemnity to the Security Agent



 


Each
Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of
the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every
Delegate, within three Business Days of demand, against any cost, loss or liability, including, without limitation, for negligence
or any other category of liability whatsoever incurred by any of them (otherwise than by reason of that Security Agent's, Receiver's
or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents
(unless the Security Agent, the Receiver or the Delegate has been reimbursed by an Obligor pursuant to a Finance Document).


 


		28.14	Resignation
                                         of the Agents and the Security Agent



 


		(a)	Each
                                         of the Agents and the Security Agent may resign (without giving any reason) and appoint
                                         one of its Affiliates (acting through an office in a financial centre in the United States
                                         in the same time zone as New York in the case of the U.S. Dollar Swingline Agent) as
                                         successor by giving notice to the other Finance Parties and the Company.



 






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		(b)	Alternatively,
                                         an Agent or the Security Agent may resign (without giving any reason) by giving 30 days'
                                         notice to the other Finance Parties and the Company, in which case the Majority Lenders
                                         (after consultation with the other Finance Parties and the Company) may appoint a successor
                                         Agent or Security Agent (as applicable).



 


		(c)	If
                                         the Majority Lenders have not appointed a successor Agent or Security Agent in accordance
                                         with paragraph (b) above within 20 days after notice of resignation has been given, the
                                         retiring Agent or Security Agent (as applicable) (after consultation with the other Finance
                                         Parties and the Company) may appoint a successor Agent or Security Agent (as applicable)
                                         (acting through an office in the United Kingdom or a financial centre in the United States
                                         in the same time zone as New York in the case of the U.S. Dollar Swingline Agent).



 


		(d)	If
                                         an Agent wishes to resign because (acting reasonably) it has concluded that it is no
                                         longer appropriate for it to remain as agent and that Agent is entitled to appoint a
                                         successor Agent under paragraph (c) above, an Agent may (if it concludes (acting reasonably)
                                         that it is necessary to do so in order to persuade the proposed successor Agent to become
                                         a party to this Agreement as Agent) agree with the proposed successor Agent amendments
                                         to this Clause ‎‎28
                                         and any other term of this Agreement dealing with the rights or obligations of that Agent
                                         consistent with then current market practice for the appointment and protection of corporate
                                         trustees together with any reasonable amendments to the agency fee payable under this
                                         Agreement which are consistent with the successor Agent's normal fee rates and those
                                         amendments will bind the Parties.



 


		(e)	The
                                         retiring Agent or Security Agent (as applicable) shall, at the Company’s cost,
                                         make available to the successor Agent or Security Agent (as applicable) such documents
                                         and records and provide such assistance as the successor Agent or Security Agent may
                                         reasonably request for the purposes of performing its functions as Agent or Security
                                         Agent (as applicable) under the Finance Documents.



 


		(f)	The
                                         resignation notice of an Agent or Security Agent (as applicable) shall only take effect
                                         upon:



 


		(i)	the
                                         appointment of a successor; and



 


		(ii)	(in
                                         the case of the Security Agent), the transfer of the Security Property to that successor.



 


Upon
the appointment of a successor, the retiring Agent or Security Agent (as applicable) shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause ‎‎28.27
(Winding up of security agent arrangements) and (e) above) but shall remain entitled to the benefit of Clause ‎‎16.3
(Indemnity to each Agent), Clause ‎‎16.4 (Indemnity
to the Security Agent), Clause 18 (Costs and expenses) and this Clause ‎‎28
(and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be
payable on) that date). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves
as they would have had if such successor had been an original Party.


 


		(g)	An
                                         Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,
                                         shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c)
                                         above) if, on or after the date which is three months before the earliest FATCA Application
                                         Date relating to any payment to the Agent under the Finance Documents, either:



 






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		(i)	that
                                         Agent fails to respond to a request under Clause ‎‎
                                         14.8 (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 that Agent pursuant to Clause ‎‎14.8
                                         (FATCA information) indicates that that Agent will not be (or will have ceased
                                         to be) a FATCA Exempt Party on or after that FATCA Application Date; or



 


		(iii)	that
                                         Agent notifies the Company and the Lenders that it will not be (or will have ceased to
                                         be) a FATCA Exempt Party on or after that FATCA Application Date,



 


and
(in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required
if the Agent were a FATCA Exempt Party, and that Lender, by notice to that Agent, requires it to resign.


 


		28.15	Replacement
                                         of an Agent



 


		(a)	After
                                         consultation with the Company, the Majority Lenders may, by giving 30 days' notice to
                                         an Agent (or, at any time an Agent is an Impaired Agent, by giving any shorter notice
                                         determined by the Majority Lenders), replace that Agent by appointing a successor Agent
                                         (acting through an office in a financial centre in the United States in the same time
                                         zone as New York in the case of the U.S. Dollar Swingline Agent).



 


		(b)	The
                                         retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the
                                         expense of the Lenders) make available to the successor Agent such documents and records
                                         and provide such assistance as the successor Agent may reasonably request for the purposes
                                         of performing its functions as Agent under the Finance Documents.



 


		(c)	The
                                         appointment of the successor Agent shall take effect on the date specified in the notice
                                         from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent
                                         shall be discharged from any further obligation in respect of the Finance Documents (other
                                         than its obligations under paragraph (b) above) but shall remain entitled to the benefit
                                         of Clause ‎‎16.3
                                         (Indemnity to each Agent) and this Clause ‎‎28
                                         (and any agency fees for the account of the retiring Agent shall cease to accrue from
                                         (and shall be payable on) that date).



 


		(d)	Any
                                         successor Agent and each of the other Parties shall have the same rights and obligations
                                         amongst themselves as they would have had if such successor had been an original Party.



 


		28.16	Confidentiality



 


		(a)	In
                                         acting as agent or security agent for the Finance Parties or Secured Parties, each Agent
                                         or Security Agent (as applicable) shall be regarded as acting through its agency division
                                         which shall be treated as a separate entity from any other of its divisions or departments.



 


		(b)	If
                                         information is received by another division or department of an Agent or Security Agent,
                                         it may be treated as confidential to that division or department and that Agent or Security
                                         Agent (as applicable) shall not be deemed to have notice of it.



 


		28.17	Relationship
                                         with the other Finance Parties



 


		(a)	Subject
                                         to Clause ‎‎26.10
                                         (Pro rata interest settlement), each Agent may treat the person shown in its records
                                         as Lender at the opening of business (in the place of that Agent's principal office as
                                         notified to the Finance Parties from time to time) as the Lender acting through its Facility
                                         Office:



 






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		(i)	entitled
                                         to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled
                                         to receive and act upon any notice, request, document or communication or make any decision
                                         or determination under any Finance Document made or delivered on that day,



 


unless
it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of
this Agreement.


 


		(b)	Any
                                         Lender may by notice to each Agent appoint a person to receive on its behalf all notices,
                                         communications, information and documents to be made or despatched to that Lender under
                                         the Finance Documents. Such notice shall contain the address, fax number and (where communication
                                         by electronic mail or other electronic means is permitted under Clause ‎‎
                                         34.6 (Electronic communication)) electronic mail address and/or any other
                                         information required to enable the transmission of information by that means (and, in
                                         each case, the department or officer, if any, for whose attention communication is to
                                         be made) and be treated as a notification of a substitute address, fax number, electronic
                                         mail address (or such other information), department and officer by that Lender for the
                                         purposes of Clause ‎‎
                                         34.2 (Addresses) and paragraph (a)(ii) of Clause ‎‎
                                         34.6 (Electronic communication) and each Agent shall be entitled to treat
                                         such person as the person entitled to receive all such notices, communications, information
                                         and documents as though that person were that Lender.



 


		(c)	Each
                                         Secured Party shall supply the Security Agent with any information that the Security
                                         Agent may reasonably specify as being necessary or desirable to enable the Security Agent
                                         to perform its functions as Security Agent.



 


		28.18	Credit
                                         appraisal by the Lenders



 


Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document,
each Lender confirms to each Agent, the Security Agent and each Arranger that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document,
including, but not limited to:


 


		(a)	the
                                         financial condition, status and nature of each member of the Group;



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Finance Document,
                                         the Security Property and any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with any Finance Document
                                         or the Security Property;



 


		(c)	whether
                                         that Lender has recourse, and the nature and extent of that recourse, against any Party
                                         or any of its respective assets under or in connection with any Finance Document, the
                                         Security Property, the transactions contemplated by the Finance Documents or any other
                                         agreement, arrangement or document entered into, made or executed in anticipation of,
                                         under or in connection with any Finance Document or the Security Property;



 


		(d)	the
                                         adequacy, accuracy or completeness of the Information Memorandum and any other information
                                         provided by an Agent, the Security Agent, any Party or by any other person under or in
                                         connection with any Finance Document, the transactions contemplated by any



 






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			Finance
                                         Document or any other agreement, arrangement or document entered into, made or executed
                                         in anticipation of, under or in connection with any Finance Document; and



 


		(e)	the
                                         right or title of any person in or to, or the value or sufficiency of any part of, the
                                         Security Assets, the priority of any of the Transaction Security or the existence of
                                         any Security affecting the Security Assets.



 


		28.19	Deduction
                                         from amounts payable by an Agents or Security Agent



 


If
any Party owes an amount to an Agent or the Security Agent under the Finance Documents, that Agent or the Security Agent (as the
case may be) may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party
which that Agent or the Security Agent (as the case may be) would otherwise be obliged to make under the Finance Documents and
apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party
shall be regarded as having received any amount so deducted.


 


		28.20	Reliance
                                         and engagement letters



 


Each
Finance Party and Secured Party confirms that each of the Arrangers, the Agents and the Security Agent has authority to accept
on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by an Arranger, an Agent or
the Security Agent) the terms of any reliance letter or engagement letters relating to any reports or letters provided by accountants,
auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the
Finance Documents and to bind it in respect of those reports or letters and to sign such letters on its behalf and further confirms
that it accepts the terms and qualifications set out in such letters.


 


		28.21	No
                                         responsibility to perfect Transaction Security



 


The
Security Agent shall not be liable for any failure to:


 


		(a)	require
                                         the deposit with it of any deed or document certifying, representing or constituting
                                         the title of any Obligor to any of the Security Assets;



 


		(b)	obtain
                                         any licence, consent or other authority for the execution, delivery, legality, validity,
                                         enforceability or admissibility in evidence of any Finance Document or the Transaction
                                         Security;



 


		(c)	register,
                                         file or record or otherwise protect any of the Transaction Security (or the priority
                                         of any of the Transaction Security) under any law or regulation or to give notice to
                                         any person of the execution of any Finance Document or of the Transaction Security;



 


		(d)	take,
                                         or to require any Obligor to take, any step to perfect its title to any of the Security
                                         Assets or to render the Transaction Security effective or to secure the creation of any
                                         ancillary Security under any law or regulation; or



 


		(e)	require
                                         any further assurance in relation to any Security Document.



 


		28.22	Custodians
                                         and nominees



 


The
Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any Security Property
as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating
to the Security


 



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Property
and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred
by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to
supervise the proceedings or acts of any person.


 


		28.23	Insurance
                                         by Security Agent



 


The
Security Agent shall not be obliged:


 


		(a)	to
                                         insure any of the Security Assets;



 


		(b)	to
                                         require any other person to maintain any insurance; or



 


		(c)	to
                                         verify any obligation to arrange or maintain insurance contained in any Finance Document,



 


and
the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy
of, any such insurance and nor shall the Security Agent be liable for paying any premiums in respect of any insurance policy.
Where the Security Agent is to be named on any insurance policy, it should be named as a loss payee.


 


		28.24	Delegation
                                         by the Security Agent



 


		(a)	Each
                                         of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power
                                         of attorney or otherwise to any person for any period, all or any right, power, authority
                                         or discretion vested in it in its capacity as such.



 


		(b)	That
                                         delegation may be made upon any terms and conditions (including the power to sub-delegate)
                                         subject to any restrictions that the Security Agent, that Receiver or that Delegate (as
                                         the case may be) may, in its discretion, think fit in the interests of the Secured Parties.



 


		(c)	No
                                         Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible
                                         for any damages, costs or losses incurred by reason of any misconduct, omission or default
                                         on the part of any such delegate or sub-delegate.



 


		28.25	Additional
                                         Security Agents



 


		(a)	The
                                         Security Agent may at any time appoint (and subsequently remove) any person to act as
                                         a separate trustee or as a co-trustee jointly with it:



 


		(i)	if
                                         it considers that appointment to be in the interests of the Secured Parties;



 


		(ii)	for
                                         the purposes of conforming to any legal requirement, restriction or condition which the
                                         Security Agent deems to be relevant; or



 


		(iii)	for
                                         obtaining or enforcing any judgment in any jurisdiction,



 


and
the Security Agent shall give prior notice to the Company and the Secured Parties of that appointment.


 


		(b)	Any
                                         person so appointed shall have the rights, powers, authorities and discretions (not exceeding
                                         those given to the Security Agent under or in connection with the Finance Documents)
                                         and the duties, obligations and responsibilities that are given or imposed by the instrument
                                         of appointment.



 






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		(c)	The
                                         remuneration that the Security Agent may pay to that person, and any costs and expenses
                                         incurred by that person in performing its functions pursuant to that appointment, shall,
                                         for the purposes of this Agreement, be treated as costs and expenses incurred by the
                                         Security Agent.



 


		28.26	Acceptance
                                         of title



 


The
Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that
any Obligor may have to any of the Security Assets and shall not be liable for, or bound to require any Obligor to remedy, any
defect in its right or title. The Security Agent shall not be required to be or to become the registered holder of title of any
Security Asset prior to enforcement of the Security Property.


 


		28.27	Winding
                                         up of security agent arrangements



 


If
the Security Agent, with the approval of the Facility Agent, determines that:


 


		(a)	all
                                         of the Secured Liabilities and all other obligations secured by the Security Documents
                                         have been fully and finally discharged; and



 


		(b)	no
                                         Secured Party is under any commitment, obligation or liability (actual or contingent)
                                         to make advances or provide other financial accommodation to any Obligor pursuant to
                                         the Finance Documents,



 


then:


 


		(i)	the
                                         security agent arrangements and the trusts set out in this Agreement shall be wound up
                                         and the Security Agent shall release, without recourse or warranty, all of the Transaction
                                         Security and the rights of the Security Agent under each of the Security Documents; and



 


		(ii)	any
                                         Security Agent which has resigned pursuant to Clause ‎‎28.14
                                         (Resignation of the Agents and the Security Agent) shall release, without recourse
                                         or warranty, all of its rights under each Security Document.



 


		28.28	Powers
                                         supplemental to Trustee Acts



 


The
rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall
be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent
by law or regulation or otherwise.


 


		28.29	Disapplication
                                         of Trustee Acts



 


Section
1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement.
Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement,
the provisions of this Agreement shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency
with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that
Act.


 


		28.30	Appointment
                                         of agents



 


The
Security Agent may, instead of acting personally, employ any agent on any terms, to transact or conduct, or concur in transacting
or conducting, any business and to do or concur in doing all acts required to be done by the Security Agent (including the receipt
and payment of money) and


 






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the
Security Agent shall not be responsible for any misconduct on the part of any person approved by it hereunder or be bound to supervise
the proceedings or acts of any such person appointed with reasonable care hereunder.


 


		28.31	Deductions
                                         or withholding



 


The
Security Agent is not responsible for making any deductions or withholding in respect of Taxes or other governmental charges in
respect of any amounts paid by or on behalf of the Security Agent from the proceeds of any enforcement or realisation of the Security
Property.


 


		29.	Application
                                         of Proceeds



 


		29.1	Order
                                         of application



 


Subject
to Clause ‎‎29.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security
Agent pursuant to the terms of any Finance Document or in connection with the realisation or enforcement of all or any part of
the Transaction Security (for the purposes of this Clause ‎‎29, the "Recoveries") shall be held by
the Security Agent for application at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by
applicable law (and subject to the provisions of this Clause ‎‎29), in the following order:


 


		(a)	in
                                         discharging any sums owing to the Security Agent, any Receiver or any Delegate;



 


		(b)	in
                                         payment of all costs and expenses incurred by each Agent or any Secured Party in connection
                                         with any realisation or enforcement of the Transaction Security taken in accordance with
                                         the terms of this Agreement; and



 


		(c)	in
                                         payment to an Agent for application in accordance with Clause ‎‎32.6
                                         (Partial payments).



 


		29.2	Prospective
                                         liabilities



 


Following
acceleration, the Security Agent may, in its discretion, hold any amount of the Recoveries in an interest-bearing suspense or
impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as
the Security Agent shall think fit (the interest being credited to the relevant account) for later application under Clause ‎‎29.1
(Order of application) in respect of:


 


		(a)	any
                                         sum to the Security Agent, any Receiver or any Delegate; and



 


		(b)	any
                                         part of the Secured Liabilities,



 


that
the Security Agent reasonably considers, in each case, might become due or owing at any time in the future.


 


		29.3	Investment
                                         of proceeds



 


Prior
to the application of the proceeds of the Recoveries in accordance with Clause ‎‎29.1 (Order of application),
the Security Agent may, in its discretion, hold all or part of those proceeds in an interest-bearing suspense or impersonal account(s)
in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall
think fit (the interest being credited to the relevant account) pending the application from time to time of those moneys in the
Security Agent's discretion in accordance with the provisions of this Clause ‎‎29.3.


 






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		29.4	Currency
                                         Conversion



 


		(a)	For
                                         the purpose of, or pending the discharge of, any of the Secured Liabilities, the Security
                                         Agent may convert any moneys received or recovered by the Security Agent from one currency
                                         to another, at a market rate of exchange.



 


		(b)	The
                                         obligations of any Obligor to pay in the due currency shall only be satisfied to the
                                         extent of the amount of the due currency purchased after deducting the costs of conversion.



 


		29.5	Permitted
                                         Deductions



 


The
Security Agent shall be entitled, in its discretion:


 


		(a)	to
                                         set aside by way of reserve amounts required to meet, and to make and pay, any deductions
                                         and withholdings (on account of taxes or otherwise) which it is or may be required by
                                         any applicable law to make from any distribution or payment made by it under this Agreement;
                                         and



 


		(b)	to
                                         pay all Taxes which may be assessed against it in respect of any of the Security Assets,
                                         or as a consequence of performing its duties, or by virtue of its capacity as Security
                                         Agent under any of the Finance Documents or otherwise (other than in connection with
                                         its remuneration for performing its duties under this Agreement).



 


		29.6	Good
                                         Discharge



 


		(a)	Any
                                         payment to be made in respect of the Secured Liabilities by the Security Agent may be
                                         made to the Facility Agent on behalf of the Finance Parties and any payment made in that
                                         way shall be a good discharge, to the extent of that payment, by the Security Agent.



 


		(b)	The
                                         Security Agent is under no obligation to make the payments to the Facility Agent under
                                         paragraph (a) above in the same currency as that in which the obligations and liabilities
                                         owing to the relevant Finance Party are denominated.



 


		30.	Conduct
                                         of business by the Secured Parties



 


No
provision of this Agreement will:


 


		(a)	interfere
                                         with the right of any Secured Party to arrange its affairs (tax or otherwise) in whatever
                                         manner it thinks fit;



 


		(b)	oblige
                                         any Secured Party to investigate or claim any credit, relief, remission or repayment
                                         available to it or the extent, order and manner of any claim; or



 


		(c)	oblige
                                         any Secured Party to disclose any information relating to its affairs (tax or otherwise)
                                         or any computations in respect of Tax.



 


		31.	Sharing
                                         among the Finance Parties



 


		31.1	Payments
                                         to Finance Parties



 


If
a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in
accordance with Clause ‎‎32 (Payment mechanics) (a "Recovered Amount") and applies that amount
to a payment due under the Finance Documents, then:


 


		(a)	the
                                         Recovering Finance Party shall, within three Business Days, notify details of the receipt
                                         or recovery to the Facility Agent;



 






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		(b)	the
                                         Facility Agent shall determine whether the receipt or recovery is in excess of the amount
                                         the Recovering Finance Party would have been paid had the receipt or recovery been received
                                         or made by the relevant Agent and distributed in accordance with Clause ‎‎32
                                         (Payment mechanics), without taking account of any Tax which would be imposed
                                         on the relevant Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the
                                         Recovering Finance Party shall, within three Business Days of demand by the Facility
                                         Agent, pay to the Facility Agent an amount (the "Sharing Payment") equal
                                         to such receipt or recovery less any amount which the Facility Agent determines may be
                                         retained by the Recovering Finance Party as its share of any payment to be made, in accordance
                                         with Clause ‎‎32.6
                                         (Partial payments).



 


		31.2	Redistribution
                                         of payments



 


The
Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance
Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause ‎‎32.6
(Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.


 


		31.3	Recovering
                                         Finance Party's rights



 


On
a distribution by the Facility Agent under Clause ‎‎31.2 (Redistribution of payments) of a payment received
by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of
the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.


 


		31.4	Reversal
                                         of redistribution



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


		(a)	each
                                         Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility
                                         Agent for the account of that Recovering Finance Party an amount equal to the appropriate
                                         part of its share of the Sharing Payment (together with an amount as is necessary to
                                         reimburse that Recovering Finance Party for its proportion of any interest on the Sharing
                                         Payment which that Recovering Finance Party is required to pay) (the "Redistributed
                                         Amount"); and



 


		(b)	as
                                         between the relevant Obligor and each relevant Sharing Finance Party, an amount equal
                                         to the relevant Redistributed Amount will be treated as not having been paid by that
                                         Obligor.



 


		31.5	Exceptions



 


		(a)	This
                                         Clause ‎‎31
                                         shall not apply to the extent that the Recovering Finance Party would not, after making
                                         any payment pursuant to this Clause 31, have a valid and enforceable claim against the
                                         relevant Obligor.



 


		(b)	A
                                         Recovering Finance Party is not obliged to share with any other Finance Party any amount
                                         which the Recovering Finance Party has received or recovered as a result of taking legal
                                         or arbitration proceedings, if:



 


		(i)	it
                                         notified that other Finance Party of the legal or arbitration proceedings; and



 






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		(ii)	that
                                         other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                         but did not do so as soon as reasonably practicable after having received notice and
                                         did not take separate legal or arbitration proceedings.



 






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SECTION
11





 


ADMINISTRATION


 


		32.	Payment
                                         mechanics



 


		32.1	Payments
                                         to the Agents



 


		(a)	On
                                         each date on which an Obligor or a Lender is required to make a payment under a Finance
                                         Document, that Obligor (subject to Clause ‎‎32.12 (Payments to the Security
                                         Agent)) or Lender shall make the same available:



 


		(i)	in
                                         relation to a payment in respect of a U.S. Dollar Swingline Loan, to the U.S. Dollar
                                         Swingline Agent;



 


		(ii)	in
                                         relation to a payment in relation to a Euro Swingline Loan or a Sterling Swingline Loan,
                                         to the €/£ Swingline Agent;



 


		(iii)	in
                                         relation to a payment in relation to a Swiss Francs Swingline Loan, to the Swiss Francs
                                         Swingline Agent;



 


		(iv)	in
                                         relation to a payment in relation to a Danish Krone Swingline Loan/Norwegian Krone Swingline
                                         Loan/Swedish Krona Swingline Loan, to the Danish Krone/Norwegian Krone/Swedish Krona
                                         Swingline Agent; and



 


		(v)	in
                                         relation to any other payment, to the Facility Agent,



 


(unless
a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the
relevant Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.


 


		(b)	Payment
                                         shall be made to such account in the principal financial centre of the country of that
                                         currency (or, in relation to euro, in the principal financial centre in a Participating
                                         Member State or London, in the case of a U.S. Dollar Swingline Loan, New York) and with
                                         such bank as the relevant Agent, in each case, specifies.



 


		32.2	Distributions
                                         by the Agents



 


Each
payment received by an Agent under the Finance Documents for another Party shall, subject to Clause ‎‎32.3 (Distributions
to an Obligor) and Clause ‎‎32.4 (Clawback and pre-funding) and Clause ‎‎32.12 (Payments
to the Security Agent) and Schedule 6 (Borrowing Base), be made available by the relevant Agent as soon as practicable
after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account
of its Facility Office), to such account as that Party may notify to the relevant Agent by not less than five Business Days' notice
with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro,
in the principal financial centre of a Participating Member State or London, as specified by that Party).


 


		32.3	Distributions
                                         to an Obligor



 


Each
Agent and the Security Agent may (with the consent of the Obligor or in accordance with Clause ‎‎33 (Set-off))
apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt)
of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be
so applied.


 






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		32.4	Clawback
                                         and pre-funding



 


		(a)	Where
                                         a sum is to be paid to an Agent or the Security Agent under the Finance Documents for
                                         another Party, that Agent or, as the case may be, the Security Agent is not obliged to
                                         pay that sum to that other Party (or to enter into or perform any related exchange contract)
                                         until it has been able to establish to its satisfaction that it has actually received
                                         that sum.



 


		(b)	Unless
                                         paragraph (c) below applies, if an Agent or the Security Agent pays an amount to another
                                         Party and it proves to be the case that the relevant Agent or the Security Agent had
                                         not actually received that amount, then the Party to whom that amount (or the proceeds
                                         of any related exchange contract) was paid by that Agent or, as the case may be, the
                                         Security Agent shall on demand refund the same to that Agent or, as the case may be,
                                         the Security Agent together with interest on that amount from the date of payment to
                                         the date of receipt by that Agent or, as the case may be, the Security Agent, calculated
                                         by it to reflect its cost of funds.



 


		(c)	If
                                         an Agent is willing to make available amounts for the account of the Company before receiving
                                         funds from the Lenders, then, if and to the extent that that Agent does so but it proves
                                         to be the case that it does not then receive funds from a Lender in respect of a sum
                                         which it paid to the Company:



 


		(i)	that
                                         Agent shall notify the Company of that Lender's identity and the Company shall on demand
                                         refund it to that Agent; and



 


		(ii)	the
                                         Lender by whom those funds should have been made available or, if that Lender fails to
                                         do so, the Company, shall on demand pay to that Agent the amount (as certified by that
                                         Agent) which will indemnify that Agent against any funding cost incurred by it as a result
                                         of paying out that sum before receiving those funds from that Lender.



 


		32.5	Impaired
                                         Agent



 


		(a)	If,
                                         at any time, an Agent becomes an Impaired Agent, an Obligor or a Lender which is required
                                         to make a payment under the Finance Documents to that Agent in accordance with Clause
                                         ‎‎32.1 (Payments to the Agents) may instead either:



 


		(i)	pay
                                         that amount directly to the required recipient(s); or



 


		(ii)	if
                                         in its absolute discretion it considers that it is not reasonably practicable to pay
                                         that amount directly to the required recipient(s), pay that amount or the relevant part
                                         of that amount to an interest-bearing account held with an Acceptable Bank and, in relation
                                         to which no Insolvency Event has occurred and is continuing, in the name of the Obligor
                                         or the Lender making the payment (the "Paying Party") and designated
                                         as a trust account for the benefit of the Party or Parties beneficially entitled to that
                                         payment under the Finance Documents (the "Recipient Party" or "Recipient
                                         Parties").



 


In
each case, such payments must be made on the due date for payment under the Finance Documents.


 


		(b)	All
                                         interest accrued on the amount standing to the credit of the trust account shall be for
                                         the benefit of the Recipient Party or the Recipient Parties pro rata to their respective
                                         entitlements.



 






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		(c)	A
                                         Party which has made a payment in accordance with this Clause ‎‎32.5 shall
                                         be discharged of the relevant payment obligation under the Finance Documents and shall
                                         not take any credit risk with respect to the amounts standing to the credit of the trust
                                         account.



 


		(d)	Promptly
                                         upon the appointment of a successor Agent in accordance with Clause ‎‎ 28.15
                                         (Replacement of the Agents), each Paying Party shall (other than to the extent
                                         that Party has given an instruction pursuant to paragraph (e) below) give all requisite
                                         instructions to the bank with whom the trust account is held to transfer the amount (together
                                         with any accrued interest) to the successor Agent for distribution to the relevant Recipient
                                         Party or Recipient Parties in accordance with Clause ‎‎ 32.2 (Distributions
                                         by the Agent).



 


		(e)	A
                                         Paying Party shall, promptly upon request by a Recipient Party and to the extent:



 


		(i)	that
                                         it has not given an instruction pursuant to paragraph (d) above; and



 


		(ii)	that
                                         it has been provided with the necessary information by that Recipient Party,



 


give
all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any
accrued interest) to that Recipient Party.


 


		32.6	Partial
                                         payments



 


		(a)	If
                                         an Agent receives a payment that is insufficient to discharge all the amounts then due
                                         and payable by an Obligor under the Finance Documents, that Agent shall apply that payment
                                         towards the obligations of that Obligor under the Finance Documents in the following
                                         order:



 


		(i)	first,
                                         in or towards payment pro rata of any unpaid amount owing to the Agent, the Security
                                         Agent, any Receiver or Delegate;



 


		(ii)	secondly,
                                         in or towards payment pro rata of any unpaid amount owing to each Arranger under the
                                         Finance Documents;



 


		(iii)	thirdly,
                                         in or towards payment pro rata of any accrued interest, fee or commission due but unpaid
                                         under this Agreement;



 


		(iv)	fourthly,
                                         in or towards payment pro rata of any principal due but unpaid under this Agreement;
                                         and



 


		(v)	fifthly,
                                         in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.



 


		(b)	The
                                         Facility Agent shall, if so directed by the Majority Lenders, vary the order set out
                                         in paragraphs (a)(iii) to (v) above.



 


		(c)	Paragraphs
                                         (a) and (b) above will override any appropriation made by an Obligor.



 


		32.7	No
                                         set-off by Obligors



 


All
payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.


 


		32.8	Business
                                         Days



 


		(a)	Any
                                         payment under the Finance Documents which is due to be made on a day that is not a Business
                                         Day shall be made on the next Business Day in the same calendar month (if there is one)
                                         or the preceding Business Day (if there is not).



 






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		(b)	During
                                         any extension of the due date for payment of any principal or Unpaid Sum under this Agreement,
                                         interest is payable on the principal or Unpaid Sum at the rate payable on the original
                                         due date.



 


		32.9	Currency
                                         of account



 


		(a)	Subject
                                         to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment
                                         for any sum due from an Obligor under any Finance Document.



 


		(b)	A
                                         repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in
                                         the currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement,
                                         on its due date.



 


		(c)	Each
                                         payment of interest shall be made in the currency in which the sum in respect of which
                                         the interest is payable was denominated, pursuant to this Agreement, when that interest
                                         accrued.



 


		(d)	Each
                                         payment in respect of costs, expenses or Taxes shall be made in the currency in which
                                         the costs, expenses or Taxes are incurred.



 


		(e)	Any
                                         amount expressed to be payable in a currency other than the Base Currency shall be paid
                                         in that other currency.



 


		32.10	Change
                                         of currency



 


		(a)	Unless
                                         otherwise prohibited by law, if more than one currency or currency unit are at the same
                                         time recognised by the central bank of any country as the lawful currency of that country,
                                         then:



 


		(i)	any
                                         reference in the Finance Documents to, and any obligations arising under the Finance
                                         Documents in, the currency of that country shall be translated into, or paid in, the
                                         currency or currency unit of that country designated by the Facility Agent (after consultation
                                         with the Company); and



 


		(ii)	any
                                         translation from one currency or currency unit to another shall be at the official rate
                                         of exchange recognised by the central bank for the conversion of that currency or currency
                                         unit into the other, rounded up or down by the Facility Agent (acting reasonably).



 


		(b)	If
                                         a change in any currency of a country occurs, this Agreement will, to the extent the
                                         Facility Agent (acting reasonably and after consultation with the Company) specifies
                                         to be necessary, be amended to comply with any generally accepted conventions and market
                                         practice in the Relevant Market and otherwise to reflect the change in currency.



 


		32.11	Disruption
                                         to payment systems etc.



 


If
either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified
by the Company that a Disruption Event has occurred:


 


		(a)	the
                                         Facility Agent may, and shall if requested to do so by the Company, consult with the
                                         Company with a view to agreeing with the Company such changes to the operation or administration
                                         of the Facility as the Facility Agent may deem necessary in the circumstances;



 


		(b)	the
                                         Facility Agent shall not be obliged to consult with the Company in relation to any changes
                                         mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in
                                         the circumstances and, in any event, shall have no obligation to agree to such changes;



 






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		(c)	the
                                         Facility Agent may consult with the Finance Parties in relation to any changes mentioned
                                         in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not
                                         practicable to do so in the circumstances;



 


		(d)	any
                                         such changes agreed upon by the Facility Agent and the Company shall (whether or not
                                         it is finally determined that a Disruption Event has occurred) be binding upon the Parties
                                         as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents
                                         notwithstanding the provisions of Clause ‎‎ 38 (Amendments and waivers);



 


		(e)	the
                                         Facility Agent shall not be liable for any damages, costs or losses to any person, any
                                         diminution in value or any liability whatsoever (including, without limitation, for negligence,
                                         gross negligence or any other category of liability whatsoever but not including any
                                         claim based on the fraud of the Facility Agent) arising as a result of its taking, or
                                         failing to take, any actions pursuant to or in connection with this Clause ‎‎32.11;
                                         and



 


		(f)	the
                                         Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph
                                         (d) above.



 


		32.12	Payments
                                         to the Security Agent



 


Notwithstanding
any other provision of any Finance Document, at any time after any Security created by or pursuant to any Security Document becomes
enforceable, the Security Agent may require:


 


		(a)	any
                                         Obligor to pay all sums due under any Finance Document; or



 


		(b)	an
                                         Agent to pay all sums received or recovered from an Obligor under any Finance Document,



 


in
each case as the Security Agent may direct for application in accordance with the terms of the Security Documents.


 


		32.13	Parallel
                                         Debt



 


		(a)	Each
                                         Obligor hereby irrevocably and unconditionally undertakes to pay to the Security Agent
                                         amounts equal to any amounts owing from time to time by that Obligor to any Secured Party
                                         under any Finance Document as and when those amounts are due.



 


		(b)	Each
                                         Obligor and the Security Agent acknowledge that the obligations of each Obligor under
                                         paragraph (a) are several and are separate and independent from, and shall not in any
                                         way limit or affect, the corresponding obligations of that Obligor to any Secured Party
                                         under any Finance Document (its "Corresponding Debt") and the amounts
                                         for which each Obligor is liable under paragraph (a) (its "Parallel Debt")
                                         shall not be limited or affected in any way by its Corresponding Debt, provided that:



 


		(i)	the
                                         Parallel Debt of each Obligor shall be decreased to the extent that its Corresponding
                                         Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;



 


		(ii)	the
                                         Corresponding Debt of each Obligor shall be decreased to the extent that its Parallel
                                         Debt has been irrevocably paid or (in the case of guarantee obligations) discharged;
                                         and



 


		(iii)	the
                                         amount of the Parallel Debt of an Obligor shall at all times be equal to the amount of
                                         its Corresponding Debt.



 






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		(c)	For
                                         the purpose of this Clause ‎‎ 32.13, the Security Agent acts in its own name
                                         and not as a trustee, and its claims in respect of the Parallel Debt shall not be held
                                         on trust. The Security granted under the Finance Documents to the Security Agent to secure
                                         the Parallel Debt is granted to the Security Agent in its capacity as creditor of the
                                         Parallel Debt and shall not be held on trust.



 


		(d)	All
                                         monies received or recovered by the Security Agent pursuant to this Clause ‎‎32.13,
                                         and all amounts received or recovered by the Security Agent from or by the enforcement
                                         of any Security granted to secure the Parallel Debt, shall be applied in accordance with
                                         Clause ‎‎32.6 (Partial payments).



 


		(e)	Without
                                         limiting or affecting the Security Agent's rights against the Obligors (whether under
                                         this Clause ‎‎32.13 or under any other provision of the Finance Documents),
                                         each Obligor acknowledges that:



 


		(i)	nothing
                                         in this Clause ‎‎32.13 shall impose any obligation on the Security Agent
                                         to advance any sum to any Obligor or otherwise under any Finance Document, except in
                                         its capacity as Lender; and



 


		(ii)	for
                                         the purpose of any vote taken under any Finance Document, the Security Agent shall not
                                         be regarded as having any participation or commitment other than those which it has in
                                         its capacity as a Lender.



 


		33.	Set-off



 


While
an Event of Default is continuing, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents
(to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party (other than
in its capacity, if any, as a Clearing Participant or Co-operating Clearing House) to that Obligor, regardless of the place of
payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may
convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


 


		34.	Notices



 


		34.1	Communications
                                         in writing



 


Any
communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,
may be made by fax or letter.


 


		34.2	Addresses



 


The
address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party
for any communication or document to be made or delivered under or in connection with the Finance Documents is:


 


		(a)	in
                                         the case of the Company or the Guarantor, that identified with its name below;



 


		(b)	in
                                         the case of each Lender, that notified in writing to the Facility Agent on or prior to
                                         the date on which it becomes a Party; and



 


		(c)	in
                                         the case of each Agent and the Security Agent, that identified with its name below,



 






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or
any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.


 


		34.3	Delivery



 


		(a)	Any
                                         communication or document made or delivered by one person to another under or in connection
                                         with the Finance Documents will only be effective:



 


		(i)	if
                                         by way of fax, when received in legible form; or



 


		(ii)	if
                                         by way of letter, when it has been left at the relevant address or five Business Days
                                         after being deposited in the post postage prepaid in an envelope addressed to it at that
                                         address,



 


and,
if a particular department or officer is specified as part of its address details provided under Clause ‎‎34.2 (Addresses),
if addressed to that department or officer.


 


		(b)	Any
                                         communication or document to be made or delivered to an Agent or the Security Agent will
                                         be effective only when actually received by that Agent or the Security Agent and then
                                         only if it is expressly marked for the attention of the department or officer identified
                                         with the relevant Agent’s or the Security Agent’s signature below (or any
                                         substitute department or officer as the relevant Agent or the Security Agent shall specify
                                         for this purpose).



 


		(c)	All
                                         notices from or to an Obligor shall be sent through the Facility Agent or, where appropriate,
                                         a Swingline Agent copied to the Facility Agent.



 


		(d)	Any
                                         communication or document made or delivered to the Company in accordance with this Clause
                                         34 will be deemed to have been made or delivered to each of the Obligors.



 


		(e)	Any
                                         communication or document which becomes effective, in accordance with paragraphs (a)
                                         to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become
                                         effective on the following day.



 


		34.4	Notification
                                         of address and fax number



 


Promptly
upon changing its address or fax number, the relevant Agent shall notify the other Parties.


 


		34.5	Communication
                                         when Agent is Impaired Agent



 


If
an Agent is an Impaired Agent, the Parties and the Collateral Monitor may, instead of communicating with each other through such
Agent, communicate with each other directly and (while such Agent is an Impaired Agent) all the provisions of the Finance Documents
which require communications to be made or notices to be given to or by such Agent shall be varied so that communications may
be made and notices given to or by the relevant Parties or the Collateral Monitor directly. This provision shall not operate after
a replacement Agent has been appointed.


 


		34.6	Electronic
                                         communication



 


		(a)	Any
                                         communication to be made between any two Parties under or in connection with the Finance
                                         Documents may be made by electronic mail or other electronic means (including, without
                                         limitation, by way of posting to a secure website) if those two Parties:



 


		(i)	notify
                                         each other in writing of their electronic mail address and/or any other information required
                                         to enable the transmission of information by that means; and



 






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		(ii)	notify
                                         each other of any change to their address or any other such information supplied by them
                                         by not less than five Business Days' notice.



 


		(b)	Any
                                         such electronic communication as specified in paragraph (a) above to be made between
                                         an Obligor and a Finance Party may only be made in that way to the extent that those
                                         two Parties agree that, unless and until notified to the contrary, this is to be an accepted
                                         form of communication.



 


		(c)	Any
                                         such electronic communication as specified in paragraph (a) above made between any two
                                         Parties will be effective only when actually received (or made available) in readable
                                         form and, in the case of any electronic communication made by a Party to an Agent, only
                                         if it is addressed in such a manner as the relevant Agent shall specify for this purpose.



 


		(d)	Any
                                         electronic communication which becomes effective, in accordance with paragraph (c) above,
                                         after 5:00 p.m. in the place in which the Party to whom the relevant communication is
                                         sent or made available has its address for the purpose of this Agreement shall be deemed
                                         only to become effective on the following day.



 


		(e)	Any
                                         reference in a Finance Document to a communication being sent or received shall be construed
                                         to include that communication being made available in accordance with this Clause ‎‎34.6.



 


		34.7	English
                                         language



 


		(a)	Any
                                         notice given under or in connection with any Finance Document must be in English.



 


		(b)	All
                                         other documents provided under or in connection with any Finance Document must be:



 


		(i)	in
                                         English; or



 


		(ii)	if
                                         not in English, and if so required by an Agent or the Security Agent, accompanied by
                                         a certified English translation and, in this case, the English translation will prevail
                                         unless the document is a constitutional, statutory or other official document.



 


		35.	Calculations
                                         and certificates



 


		35.1	Accounts



 


In
any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie evidence of the matters to which they relate.


 


		35.2	Certificates
                                         and Determinations



 


Any
certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest
error, conclusive evidence of the matters to which it relates.


 


		35.3	Day
                                         count convention



 


		(a)	Subject
                                         to paragraph (b) below, any interest, commission or fee accruing under a Finance Document
                                         will accrue from day to day and is calculated on the basis of the actual number of days
                                         elapsed and a year of 360 days or, in any case where the practice in the Relevant Market
                                         differs, in accordance with that market practice.



 






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		(b)	All
                                         computations of interest for any U.S. Dollar Swingline Loan when the Swingline Rate is
                                         determined by reference to Bank of America's "prime commercial lending rate"
                                         shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual
                                         days elapsed.



 


		36.	Partial
                                         invalidity



 


If,
at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


 


		37.	Remedies
                                         and waivers



 


No
failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document
shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No waiver
or election to affirm any Finance Document on the part of any Finance Party shall be effective unless in writing. No single or
partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.
The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided
by law.


 


		38.	Amendments
                                         and waivers



 


		38.1	Required
                                         consents



 


		(a)	Subject
                                         to Clause ‎‎ 38.2 (All Lender matters) and Clause ‎‎ 38.3
                                         (Other exceptions) any term of the Finance Documents may be amended or waived
                                         only with the consent of the Majority Lenders and the Obligors and any such amendment
                                         or waiver will be binding on all Parties.



 


		(b)	The
                                         Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
                                         by this Clause 38.



 


		(c)	Paragraph
                                         (c) of Clause ‎‎ 26.10 (Pro rata interest settlement) shall apply
                                         to this Clause ‎‎ 38.



 


		38.2	All
                                         Lender matters



 


Subject
to Clause ‎‎38.7 (Replacement of Screen Rate) an amendment or waiver of any term of any Finance Document that
has the effect of changing or which relates to:


 


		(a)	the
                                         definition of "Majority Lenders" in Clause ‎‎1.1 (Definitions);



 


		(b)	an
                                         extension to the date of payment of any amount under the Finance Documents;



 


		(c)	a
                                         reduction in the Margin or a reduction in the amount of any payment of principal, interest,
                                         fees or commission payable;



 


		(d)	a
                                         change in currency of payment of any amount under the Finance Documents;



 


		(e)	an
                                         increase in any Commitment, an extension of any Availability Period or any requirement
                                         that a cancellation of Commitments reduces the Commitments of the Lenders rateably under
                                         the Facility;



 


		(f)	a
                                         change to the Company or the Guarantor other than in accordance with Clause ‎‎27
                                         (Changes to the Obligors);



 






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		(g)	any
                                         provision which expressly requires the consent of all the Lenders;



 


		(h)	Clause
                                         ‎‎2.4 (Finance Parties' rights and obligations), Clause ‎‎5.1
                                         (Delivery of a Utilisation Request for Revolving Loans), Clause 6.1 (Delivery
                                         of a Utilisation Request for Swingline Loans), Clause ‎‎9.1 (Illegality),
                                         Clause ‎‎9.2 (Change of control and Cboe Merger Event), Clause ‎‎9.8
                                         (Application of prepayments), Clause ‎‎26 (Changes to the Lenders),
                                         Clause ‎‎27 (Changes to the Obligors), Clause ‎‎31 (Sharing
                                         among the Finance Parties), Clause ‎‎43 (Governing law), Clause
                                         ‎‎44.1 (Jurisdiction) or this Clause ‎‎38;



 


		(i)	the
                                         release of any Security created pursuant to any Security Document or of any Collateral
                                         (except as provided in any Security Document);



 


		(j)	the
                                         nature or scope of the guarantee and indemnity granted under Clause ‎‎19
                                         (Guarantee and indemnity); or



 


		(k)	changes
                                         to the Securities Discount and/or the Currency Discount as set out in Part I of Schedule
                                         6 (Borrowing Base),



 


shall
not be made without the prior consent of all the Lenders.


 


		38.3	Other
                                         exceptions



 


		(a)	An
                                         amendment or waiver which relates to the rights or obligations of an Agent, the Security
                                         Agent or an Arranger (each in their capacity as such) may not be effected without the
                                         consent of that Agent, the Security Agent or that Arranger, as the case may be.



 


		(b)	Any
                                         amendment or waiver applies or would, but for this paragraph (b), apply which:



 


		(i)	relates
                                         only to the rights or obligations applicable to a particular Loan, Facility or class
                                         of Lender; and



 


		(ii)	does
                                         not materially and adversely affect the rights or interest of Lenders in respect of any
                                         other Loan or Facility or another class of Lender,



 


may
be made in accordance with this Clause 38 but as if references in this Clause 38 to the specified proportion of Lender (including,
for the avoidance of doubt, all the Lenders) whose consent would, but for this paragraph (b), be required for that amendment or
waiver were to that proportion of the Lenders participating in that particular Loan or Facility or forming part of that particular
class.


 


		38.4	Disenfranchisement
                                         of Defaulting Lenders



 


		(a)	For
                                         so long as a Defaulting Lender has any Available Commitment, in ascertaining:



 


		(i)	the
                                         Majority Lenders; or



 


		(ii)	whether:



 


		(A)	any
                                         given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments
                                         under the relevant Facility/ies; or



 


		(B)	the
                                         agreement of any specified group of Lenders,



 


has
been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents,


 






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that
Defaulting Lender's (and its Related Lender’s) Commitments under the relevant Facility/ies will be reduced by the amount
of its Available Commitments under the Facility/ies and:


 


		(iii)	to
                                         the extent that that reduction results in that Defaulting Lender’s Total Commitments
                                         being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes
                                         of paragraphs (i) and (ii) above; and



 


		(iv)	to
                                         the extent that that reduction results in that Defaulting Lender’s Swingline Commitment
                                         being zero, that Defaulting Lender shall be deemed not to be a Swingline Lender for the
                                         purposes of paragraph (ii)(B) above.



 


		(b)	For
                                         the purposes of this Clause ‎38.4, an Agent may assume that the following Lenders
                                         are Defaulting Lenders:



 


		(i)	any
                                         Lender which has notified that Agent that it has become a Defaulting Lender; and



 


		(ii)	any
                                         Lender in relation to which it is aware that any of the events or circumstances referred
                                         to in paragraph (a), (b) or (c) of the definition of "Defaulting Lender" has
                                         occurred (and, in the case of the events and circumstances referred to in paragraph (a)
                                         of the definition of "Defaulting Lender", none of the exceptions referred to
                                         in that definition apply),



 


unless
it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by
that Agent) or that Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 


		38.5	Excluded
                                         Commitments



 


If
any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance
Document or any other vote of Lenders under the terms of this Agreement within 15 Business Days (unless the Company and the Facility
Agent agree to a longer time period in relation to any request) of that request being made:


 


		(a)	its
                                         Commitment(s) shall not be included for the purpose of calculating the Total Commitments
                                         under the Facility/ies when ascertaining whether any relevant percentage (including,
                                         for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve
                                         that request; and



 


		(b)	its
                                         status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                         of any specified group of Lenders has been obtained to approve that request.



 


		38.6	Replacement
                                         of a Defaulting Lender



 


		(a)	The
                                         Company may, at any time a Lender has become and continues to be a Defaulting Lender,
                                         by giving three Business Days' prior written notice to the Facility Agent and such Lender:



 


		(i)	replace
                                         such Lender by requiring such Lender to (and, to the extent permitted by law such Lender
                                         shall) transfer pursuant to Clause ‎‎26 (Changes to the Lenders) all
                                         (and not part only) of its rights and obligations under this Agreement;



 


		(ii)	require
                                         such Lender to (and, to the extent permitted by law such Lender shall) transfer pursuant
                                         to Clause ‎‎26 (Changes to the Lenders) all (and not part only) of:



 


		(A)	the
                                         undrawn Commitment of the Lender; and



 






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		(B)	the
                                         undrawn Swingline Commitment of the Lender; or



 


		(iii)	require
                                         such Lender to (and, to the extent permitted by law such Lender shall) transfer pursuant
                                         to Clause ‎‎26 (Changes to the Lenders) all (and not part only) of
                                         its rights and obligations in respect of its Revolving Facility or its Swingline Facility,



 


to
a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected
by the Company and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations
of the transferring Lender in accordance with Clause ‎‎26 (Changes to the Lenders) for a purchase price in
cash payable at the time of transfer which is either:


 


		(A)	in
                                         an amount equal to the outstanding principal amount of such Lender's participation in
                                         the outstanding Loans and all accrued interest (to the extent that the Facility Agent
                                         has not given a notification under Clause ‎‎ 26.10 (Pro rata interest
                                         settlement)), Break Costs and other amounts payable in relation thereto under the
                                         Finance Documents; or



 


		(B)	in
                                         an amount agreed between that Defaulting Lender, the Replacement Lender and the Company
                                         and which does not exceed the amount described in paragraph (A) above.



 


		(b)	Any
                                         transfer of rights and obligations of a Defaulting Lender pursuant to this Clause ‎‎
                                         38.6 shall be subject to the following conditions:



 


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



 


		(ii)	none
                                         of the Agents nor the Defaulting Lender shall have any obligation to the Company to find
                                         a Replacement Lender;



 


		(iii)	the
                                         transfer must take place no later than three Business Days after the notice referred
                                         to in paragraph (a) above;



 


		(iv)	in
                                         no event shall the Defaulting Lender be required to pay or surrender to the Replacement
                                         Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents;



 


		(v)	the
                                         Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant
                                         to paragraph (a) above once it is satisfied that it has complied with all necessary "know
                                         your customer" or other similar checks under all applicable laws and regulations
                                         in relation to that transfer to the Replacement Lender; and



 


		(vi)	the
                                         Defaulting Lender shall not be obliged to transfer its rights and obligations pursuant
                                         to paragraph (a) above to the extent that the transfer would result in that Lender (or
                                         its Affiliate) failing to meet the requirement set out in paragraph (f) of Clause ‎‎26.3
                                         (Other conditions of assignment or transfer).






 


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



 






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		38.7	Replacement
                                         of Screen Rate



 


		(a)	Subject
                                         to Clause ‎‎ 38.3 (Other exceptions), if a Screen Rate Replacement
                                         Event has occurred in relation to any Screen Rate for a currency which can be selected
                                         for a Loan, any amendment or waiver which relates to:



 


		(i)	providing
                                         for the use of a Replacement Benchmark in relation to that currency in place of that
                                         Screen Rate; and



 


		(ii)	



 


		(A)	aligning
                                         any provision of any Finance Document to the use of that Replacement Benchmark;



 


		(B)	enabling
                                         that Replacement Benchmark to be used for the calculation of interest under this Agreement
                                         (including, without limitation, any consequential changes required to enable that Replacement
                                         Benchmark to be used for the purposes of this Agreement);



 


		(C)	implementing
                                         market conventions applicable to that Replacement Benchmark;



 


		(D)	providing
                                         for appropriate fallback (and market disruption) provisions for that Replacement Benchmark;
                                         or



 


		(E)	adjusting
                                         the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer
                                         of economic value from one Party to another as a result of the application of that Replacement
                                         Benchmark (and if any adjustment or method for calculating any adjustment has been formally
                                         designated, nominated or recommended by the Relevant Nominating Body, the adjustment
                                         shall be determined on the basis of that designation, nomination or recommendation),



 


may
be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Company.


 


		(b)	If
                                         any Lender fails to respond to a request for an amendment or waiver described in paragraph
                                         (a) above within 15 Business Days (or such longer time period in relation to any request
                                         which the Company and the Facility Agent may agree) of that request being made:



 


		(i)	its
                                         Commitment(s) shall not be included for the purpose of calculating the Total Commitments
                                         under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments
                                         has been obtained to approve that request; and



 


		(ii)	its
                                         status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                         of any specified group of Lenders has been obtained to approve that request.



 


		39.	Confidential
                                         Information



 


		39.1	Confidentiality



 


Each
Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted
by Clause ‎‎39.2 (Disclosure of Confidential Information) and Clause ‎‎39.3 (Disclosure to numbering
service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care
that would apply to its own confidential information.


 






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		39.2	Disclosure
                                         of Confidential Information



 


Any
Finance Party may disclose:


 


		(a)	to
                                         any of its Affiliates and Related Funds and any of its or their officers, directors,
                                         employees, professional advisers, auditors, partners and Representatives such Confidential
                                         Information as that Finance Party shall consider appropriate if any person to whom the
                                         Confidential Information is to be given pursuant to this paragraph (a) is informed in
                                         writing of its confidential nature and that some or all of such Confidential Information
                                         may be price-sensitive information except that there shall be no such requirement to
                                         so inform if the recipient is subject to professional obligations to maintain the confidentiality
                                         of the information or is otherwise bound by requirements of confidentiality in relation
                                         to the Confidential Information;



 


		(b)	to
                                         any person:



 


		(i)	to
                                         (or through) whom it assigns or transfers (or may potentially assign or transfer) all
                                         or any of its rights and/or obligations under one or more Finance Documents or which
                                         succeeds (or which may potentially succeed) it as an Agent and, in each case, to any
                                         of that person's Affiliates, Related Funds, Representatives and professional advisers;



 


		(ii)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction under which
                                         payments are to be made or may be made by reference to, one or more Finance Documents
                                         and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives
                                         and professional advisers;



 


		(iii)	appointed
                                         by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to
                                         receive communications, notices, information or documents delivered pursuant to the Finance
                                         Documents on its behalf (including, without limitation, any person appointed under paragraph
                                         (b) of Clause ‎‎ 28.17 (Relationship with the other Finance Parties));



 


		(iv)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in paragraph (b)(i) or (ii) above;



 


		(v)	to
                                         whom information is required or requested to be disclosed by any court of competent jurisdiction
                                         or any governmental, banking, taxation or other regulatory authority or similar body,
                                         the rules of any relevant stock exchange or pursuant to any applicable law or regulation;



 


		(vi)	to
                                         whom information is required to be disclosed in connection with, and for the purposes
                                         of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes;



 






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		(vii)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause ‎‎ 26.9 (Security over Lenders' rights);



 


		(viii)	who
                                         is a Party; or



 


		(ix)	with
                                         the consent of the Company;



 


in
each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                         relation to paragraphs (b)(i), (ii) and (iii) above, the person to whom the Confidential
                                         Information is to be given has entered into a Confidentiality Undertaking except that
                                         there shall be no requirement for a Confidentiality Undertaking if the recipient is a
                                         professional adviser and is subject to professional obligations to maintain the confidentiality
                                         of the Confidential Information;



 


		(B)	in
                                         relation to paragraph (b)(iv) above, the person to whom the Confidential Information
                                         is to be given has entered into a Confidentiality Undertaking or is otherwise bound by
                                         requirements of confidentiality in relation to the Confidential Information they receive
                                         and is informed that some or all of such Confidential Information may be price-sensitive
                                         information;



 


		(C)	in
                                         relation to paragraphs (b)(v), (vi) and (vii) above, the person to whom the Confidential
                                         Information is to be given is informed of its confidential nature and that some or all
                                         of such Confidential Information may be price-sensitive information except that there
                                         shall be no requirement to so inform if, in the opinion of that Finance Party, it is
                                         not practicable so to do in the circumstances;






 


		(c)	to
                                         any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or
                                         (ii) above applies to provide administration or settlement services in respect of one
                                         or more of the Finance Documents including without limitation, in relation to the trading
                                         of participations in respect of the Finance Documents, such Confidential Information
                                         as may be required to be disclosed to enable such service provider to provide any of
                                         the services referred to in this paragraph (c) if the service provider to whom the Confidential
                                         Information is to be given has entered into a confidentiality agreement substantially
                                         in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement
                                         Service Providers or such other form of confidentiality undertaking agreed between the
                                         Company and the relevant Finance Party; and



 


		(d)	to
                                         any rating agency (including its professional advisers) such Confidential Information
                                         as may be required to be disclosed to enable such rating agency to carry out its normal
                                         rating activities in relation to the Finance Documents and/or the Obligors if the rating
                                         agency to whom the Confidential Information is to be given is informed of its confidential
                                         nature and that some or all of such Confidential Information may be price-sensitive information.



 






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		39.3	Disclosure
                                         to numbering service providers



 


		(a)	Any
                                         Finance Party may disclose to any national or international numbering service provider
                                         appointed by that Finance Party to provide identification numbering services in respect
                                         of this Agreement, the Facilities and/or one or more Obligors the following information:



 


		(i)	names
                                         of Obligors;



 


		(ii)	country
                                         of domicile of Obligors;



 


		(iii)	place
                                         of incorporation of Obligors;



 


		(iv)	date
                                         of this Agreement;



 


		(v)	Clause
                                         ‎‎43 (Governing law);



 


		(vi)	the
                                         names of an Agent and an Arranger;



 


		(vii)	date
                                         of each amendment and restatement of this Agreement;



 


		(viii)	amounts
                                         of, and names of, the Facilities (and any tranches);



 


		(ix)	amount
                                         of Total Commitments;



 


		(x)	the
                                         Base Currency and the Optional Currencies of the Facilities;



 


		(xi)	type
                                         of the Facilities;



 


		(xii)	ranking
                                         of the Facilities;



 


		(xiii)	Termination
                                         Date of the Facilities;



 


		(xiv)	changes
                                         to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above;
                                         and



 


		(xv)	such
                                         other information agreed between such Finance Party and the Company,



 


to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The
                                         Parties acknowledge and agree that each identification number assigned to this Agreement,
                                         the Facilities and/or one or more Obligors by a numbering service provider and the information
                                         associated with each such number may be disclosed to users of its services in accordance
                                         with the standard terms and conditions of that numbering service provider.



 


		(c)	The
                                         Company represents that none of the information set out in paragraphs (a)(i) to (xv)
                                         above is, nor will at any time be, unpublished price-sensitive information.



 


		(d)	The
                                         Facility Agent shall notify the Company and the other Finance Parties of:



 


		(i)	the
                                         name of any numbering service provider appointed by the Facility Agent in respect of
                                         this Agreement, the Facilities and/or one or more Obligors; and



 


		(ii)	the
                                         number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or
                                         one or more Obligors by such numbering service provider.



 






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		39.4	Entire
                                         agreement



 


This
Clause ‎‎39 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties
under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied,
regarding Confidential Information.


 


		39.5	Inside
                                         information



 


Each
of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information
and that the use of such information may be regulated or prohibited by applicable legislation, including securities law relating
to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.


 


		39.6	Notification
                                         of disclosure



 


Each
of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:


 


		(a)	of
                                         the circumstances of any disclosure of Confidential Information made pursuant to paragraph
                                         (b)(v) of Clause ‎‎39.2 (Disclosure of Confidential Information) except
                                         where such disclosure is made to any of the persons referred to in that paragraph during
                                         the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon
                                         becoming aware that Confidential Information has been disclosed in breach of this Clause
                                         ‎‎39.



 


		39.7	Continuing
                                         obligations



 


The
obligations in this Clause ‎‎39 are continuing and, in particular, shall survive and remain binding on each Finance
Party for a period of 12 months from the earlier of:


 


		(a)	the
                                         date on which all amounts payable by the Obligors under or in connection with this Agreement
                                         have been paid in full and all Commitments have been cancelled or otherwise cease to
                                         be available; and



 


		(b)	the
                                         date on which such Finance Party otherwise ceases to be a Finance Party.



 


		40.	Confidentiality
                                         of Funding Rates



 


		40.1	Confidentiality
                                         and disclosure



 


		(a)	Each
                                         Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose
                                         it to anyone, save to the extent permitted by paragraphs (b) and (c) below.



 


		(b)	Each
                                         Agent may disclose:



 


		(i)	any
                                         Funding Rate to the Company pursuant to Clause ‎‎10.2 (Calculation of
                                         interest of Swingline loans) or Clause ‎‎10.6 (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
                                         



 






    154


     


    

 


			Providers
                                         or such other form of confidentiality undertaking agreed between the Facility Agent and
                                         the relevant Lender, as the case may be.



 


		(c)	An
                                         Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate,
                                         to:



 


		(i)	any
                                         of its Affiliates and any of its or their officers, directors, employees, professional
                                         advisers, auditors, partners and Representatives if any person to whom that Funding Rate
                                         is to be given pursuant to this paragraph (i) is informed in writing of its confidential
                                         nature and that it may be price-sensitive information except that there shall be no such
                                         requirement to so inform if the recipient is subject to professional obligations to maintain
                                         the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality
                                         in relation to it;









 


		(ii)	any
                                         person to whom information is required or requested to be disclosed by any court of competent
                                         jurisdiction or any governmental, banking, taxation or other regulatory authority or
                                         similar body, the rules of any relevant stock exchange or pursuant to any applicable
                                         law or regulation if the person to whom that Funding Rate is to be given is informed
                                         in writing of its confidential nature and that it may be price-sensitive information
                                         except that there shall be no requirement to so inform if, in the opinion of the Facility
                                         Agent or the relevant Obligor, as the case may be, it is not practicable to do so in
                                         the circumstances;



 


		(iii)	any
                                         person to whom information is required to be disclosed in connection with, and for the
                                         purposes of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes if the person to whom that Funding Rate is to be given is informed in writing
                                         of its confidential nature and that it may be price-sensitive information except that
                                         there shall be no requirement to so inform if, in the opinion of the Facility Agent or
                                         the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
                                         and



 


		(iv)	any
                                         person with the consent of the relevant Lender, as the case may be.



 


		40.2	Related
                                         obligations



 


		(a)	Each
                                         Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive
                                         information and that its use may be regulated or prohibited by applicable legislation,
                                         including securities law relating to insider dealing and market abuse and each Agent
                                         and each Obligor undertake not to use any Funding Rate for any unlawful purpose.



 


		(b)	Each
                                         Agent and each Obligor agree (to the extent permitted by law and regulation) to inform
                                         the relevant Lender, as the case may be:



 


		(i)	of
                                         the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause ‎‎40.1
                                         (Confidentiality and disclosure) except where such disclosure is made to any of
                                         the persons referred to in that paragraph during the ordinary course of its supervisory
                                         or regulatory function; and



 


		(ii)	upon
                                         becoming aware that any information has been disclosed in breach of this Clause ‎‎40.



 


		

                                                    40.3
	No
                                         Event of Default



 


No
Event of Default will occur under Clause 25.3 (Other obligations) by reason only of an Obligor's failure to comply with
this Clause ‎40.


 






    155


     


    

 


		41.	Counterparts



 


Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of the Finance Document. The words "execution," "signed," and "signature,"
and words of like import in any Finance Document shall be deemed to include the consent of each party to any Finance Document
to execute using electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case
may be, to the extent and as provided for in any applicable law.


 


		42.	Contractual
                                         Recognition of Bail-In



 


		42.1	Bail-in



 


Notwithstanding
any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges
and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject
to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any
                                         Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a
                                         reduction, in full or in part, in the principal amount, or outstanding amount due (including
                                         any accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a
                                         conversion of all, or part of, any such liability into shares or other instruments of
                                         ownership that may be issued to, or conferred on it; and



 


		(iii)	a
                                         cancellation of any such liability; and



 


		(b)	a
                                         variation of any term of any Finance Document to the extent necessary to give effect
                                         to any Bail-In Action in relation to any such liability.



 


		42.2	Definitions



 


In
this Agreement:


 


"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.


 


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


 


"Bail-In
Legislation" means:


 


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



 


		(b)	in
                                         relation to any state other than such an EEA Member Country or (to the extent that the
                                         United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law
                                         or regulation from time to time which requires contractual recognition of any Write-down
                                         and Conversion Powers contained in that law or regulation.



 






    156


     


    

 


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


 


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


 


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


 


"UK
Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member Country which has implemented,
or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administration or other insolvency proceedings).


 


"Write-down
and Conversion Powers" means:


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    157


     


    

 



 


SECTION
12


 


GOVERNING
LAW AND ENFORCEMENT


 


		43.	Governing
                                         law



 


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


 


		44.	Enforcement



 


		44.1	Jurisdiction



 


		(a)	The
                                         courts of England have exclusive jurisdiction to settle any dispute arising out of or
                                         in connection with this Agreement (including a dispute relating to the existence, validity
                                         or termination of this Agreement or any non-contractual obligation arising out of or
                                         in connection with this Agreement) (a "Dispute").



 


		(b)	The
                                         Parties agree that the courts of England are the most appropriate and convenient courts
                                         to settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	Notwithstanding
                                         paragraph (a) above, no Finance Party shall be prevented from taking proceedings relating
                                         to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the
                                         Finance Parties may take concurrent proceedings in any number of jurisdictions.



 


		44.2	Service
                                         of process



 


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


 


		(a)	the
                                         Company irrevocably appoints its London office (ATTN: Compliance Department) of One Snowden
                                         Street, London, EC2A 2DQ United Kingdom, as its agent for service of process in relation
                                         to any proceedings before the English courts in connection with any Finance Document;



 


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



 


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



 


		44.3	USA
                                         Patriot Act



 


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


 


		44.4	Waiver
                                         of Jury Trial



 


Each
Party hereby waives any right it may have to a jury trial in respect of any litigation directly or indirectly arising out of,
under or in connection with this Agreement or any of the other Finance Documents or any dealings between the Parties relating
to the subject matter of this Agreement


 






    158


     


    

 


or
the Lender/Company/Guarantor relationship. Each Party hereby acknowledges that this waiver is a material inducement to enter into
a business relationship, it has relied on this waiver in entering into this Agreement and it will continue to rely on this waiver
in related future dealings. Each Party hereby further warrants and represents that it has reviewed this waiver with its legal
counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is
irrevocable and may not be modified other than by a written waiver specifically referring to this Clause 44.4 and executed by
each of the Parties. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.


 


		44.5	U.S.
                                         QFC rules



 


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


 


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



 


		(b)	As
                                         used in this Clause 44, the following terms have the following meanings:



 


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


 


"Covered
Entity" means any of the following:


 


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



 






    159


     


    

 


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



 


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



 


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


 


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


 


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


 






    160


     


    

 





Schedule
1 





 


The
Original Lenders


 


Part
I 

The Original Revolving Lenders


 


	Name
of Original

Revolving

Lender	Revolving

Facility A

Commitment

(€)	Revolving

Facility B

Commitment	Revolving

Facility C

Commitment	Revolving

Facility D

Commitment	Revolving

Facility E

Commitment
	Bank
of America Merrill Lynch International Designated Activity Company	N/A	131,000,000	N/A	N/A	N/A
	Bank
of China Limited, London Branch	131,000,000	N/A	N/A	N/A	N/A
	Barclays
Bank PLC	N/A	N/A	N/A	131,000,000	N/A
	Citibank,
N.A., London Branch	N/A	N/A	65,500,000	N/A	65,500,000
	Deutsche
Bank Luxembourg S.A.	N/A	N/A	N/A	131,000,000	N/A
	Goldman
Sachs Bank USA	N/A	N/A	N/A	121,000,000	N/A
	Industrial
and Commercial Bank of China Limited London Branch	110,000,000	N/A	N/A	N/A	N/A
	JPMorgan
Chase Bank, N.A., London Branch	121,000,000	N/A	N/A	N/A	N/A
	Nordea
    Danmark, Filial af Nordea Bank Abp, Finland	N/A	N/A	131,000,000	N/A	N/A
	Royal
    Bank of Canada	N/A	N/A	N/A	65,500,000	65,500,000



 






    161


     


    

 


	Sumitomo Mitsui Banking
    Corporation, Brussels Branch	100,000,000	N/A	N/A	N/A	N/A
	The
    Toronto-Dominion Bank, London Branch	N/A	N/A	N/A	131,000,000	N/A


 


Part
II


 


The
Original Swingline Lenders


 


	Name
of Original Swingline Lender	Swingline
Facility A Commitment	Swingline
Facility B Commitment	Swingline
Facility C Commitment	Swingline
Facility D Commitment	Swingline
Facility E Commitment
	Bank
of America Merrill Lynch International Designated Activity Company	N/A	131,000,000	N/A	N/A	N/A
	Bank
of China Limited, London Branch	131,000,000	N/A	N/A	N/A	N/A
	Barclays
Bank PLC	N/A	N/A	N/A	131,000,000	N/A
	Citibank,
N.A., London Branch	N/A	N/A	65,500,000	N/A	65,500,000
	Deutsche
Bank Luxembourg S.A.  	N/A	N/A	N/A	131,000,000	N/A




 






    162


     


    

 


	Name
of

Original

Swingline

Lender	Swingline

Facility A

Commitment	Swingline

Facility B

Commitment	Swingline

Facility C

Commitment	Swingline

Facility D

Commitment	Swingline

Facility E

Commitment
	Deutsche Bank
    AG New York Branch (USD Loans only)	 	 	 	 	 
	Goldman
    Sachs Bank USA	N/A	N/A	N/A	121,000,000	N/A
	Industrial
    and Commercial Bank of China Limited London Branch	110,000,000	N/A	N/A	N/A	N/A
	JPMorgan
    Chase Bank, N.A., London Branch	121,000,000	N/A	N/A	N/A	N/A
	Nordea
    Danmark, Filial af Nordea Bank Abp, Finland	N/A	N/A	131,000,000	N/A	N/A
	Royal Bank of Canada	N/A	N/A	N/A	65,500,000	65,500,000
	Sumitomo
    Mitsui Banking Corporation, Brussels Branch	100,000,000	N/A	N/A	N/A	N/A
	The
    Toronto-Dominion Bank, London Branch	N/A	N/A	N/A	131,000,000	N/A


 






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Schedule
2


 


Conditions
precedent to initial utilisation


 


		1.	Obligors



 


		(a)	A
                                         copy of the constitutional documents of each Obligor.



 


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



 


		(i)	approving
                                         the terms of, and the transactions contemplated by, the Finance Documents to which it
                                         is a party and resolving that it execute, deliver and perform the Finance Documents to
                                         which it is a party;



 


		(ii)	authorising
                                         a specified person or persons to execute the Finance Documents to which it is a party
                                         on its behalf; and



 


		(iii)	authorising
                                         a specified person or persons, on its behalf, to sign and/or despatch all documents and
                                         notices (including, if relevant, any Utilisation Request) to be signed and/or despatched
                                         by it under or in connection with the Finance Documents to which it is a party.



 


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



 


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



 


		(e)	A
                                         certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                         document relating to it specified in this ‎‎Schedule
                                         2 is correct, complete and in full force and effect and has not been amended or superseded
                                         as at a date no earlier than the date of this Agreement.



 


		(f)	In
                                         respect of the Company:



 


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



 


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



 


		(iii)	if
                                         applicable, evidence of positive advice of any works council which has jurisdiction over
                                         the Company; and



 





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



 


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



 






    164


     


    

 


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



 


		2.	Security



 


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



 


		(b)	An
                                         account control letter to the Custodians, signed by the Company and acknowledged by each
                                         Custodian, each such letter to be signed by the person to whom that letter was addressed,
                                         all as required by the Collateral Monitoring Deed.



 


		(c)	A
                                         Collateral Schedule, in accordance with Part I of Schedule 6 (Borrowing Base).



 


		3.	Legal
                                         opinions



 


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



 


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



 


		(c)	An
                                         enforceability legal opinion of Linklaters LLP, legal advisers to the Arrangers and the
                                         Facility Agent in Sweden, substantially in the form distributed to the Original Lenders
                                         prior to signing this Agreement.



 


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



 


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



 


		4.	Other
                                         documents and evidence



 


		(a)	A
                                         certified copy of the Rules.



 





		(b)	A
                                         certified copy of the form of Clearing Participant’s Agreement and security deed.



 


		(c)	Evidence
                                         that any process agent referred to in Clause ‎‎44.2
                                         (Service of process) has accepted its appointment.



 


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



 


		(e)	The
                                         Original Financial Statements of each Obligor.



 


		(f)	Evidence
                                         that the fees, costs and expenses then due from the Company pursuant to Clause ‎‎13
                                         (Fees) and Clause ‎‎18
                                         (Costs and expenses) have been paid or will be paid at the times and in the 



 






    165


     


    




 


	 	 	manner set out in Clause ‎‎13
                              (Fees) and Clause ‎‎18
                              (Costs and expenses) and the relevant Fee Letters (if applicable).
	 	 	 
		(g)	Evidence
                                         in a form satisfactory to the Facility Agent that the Company is a wholly owned subsidiary
                                         of the Guarantor.



 






    166


     


    

 





Schedule
3 





 


Requests


 


Part
I


 


Utilisation
Request – Revolving Loan


 


	From:	European Central Counterparty
    N.V.




 


	To:	Bank of America Merrill
    Lynch International Designated Activity Company as Facility Agent




 


	Copy:	Citibank
                                         N.A., London Branch as Security Agent



 


Dated:  [                         ]


 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                     ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
                                         have the same meaning in this Utilisation Request unless given a different meaning in
                                         this Utilisation Request.



 


		2.	We
                                         wish to borrow a Revolving Loan on the following terms:



 


	 	Proposed Utilisation Date:	[                   ]
    (or, if that is not a Business Day, the next Business Day)
	 	Proposed Repayment Date:	[                   ]
	 	Facility to be Utilised:	[Revolving Facility A]/[Revolving Facility B]/[Revolving Facility
    C]]/[Revolving Facility D]/[Revolving Facility E]
	 	Currency of Loan:	[                   ]
	 	Amount:	[                   ]
    or, if less, the Available Facility
	 	 	 


		3.	In
                                         accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value
                                         Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral
                                         Monitor.



 


		4.	We
                                         confirm that each condition specified in Clause ‎‎4.2
                                         (Further conditions precedent) of the Agreement is satisfied on the date of this
                                         Utilisation Request.



 


		5.	[This
                                         Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing
                                         Revolving Loan].]/[The proceeds of this Loan should be credited to [account].]



 


		6.	This
                                         Utilisation Request is irrevocable.



 


Yours faithfully


 


.......................................


 





authorised
signatory for


 


European Central
Counterparty N.V.


 






    167


     


    

 





Part
II 





 


Utilisation
Request – Swingline Loan



 


	From:	European Central Counterparty
    N.V.




 


	To:	[insert relevant Swingline
    Agent]




 


	Copy:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent
                                         and Citibank N.A., London Branch as Security Agent



 


Dated:  [                      ]


 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                      ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
                                         have the same meaning in this Utilisation Request unless given a different meaning in
                                         this Utilisation Request.



 


		2.	We
                                         wish to borrow a [euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian Krone]/[Swedish
                                         Krona]/[Swiss Francs] Swingline Loan on the following terms:



 


	 	Proposed Utilisation Date:	[                   ]
    (or, if that is not a Swingline Business Day, the next Swingline Business Day)
	 	Proposed Repayment Date:	[                   ]
    (or, if that is not a Swingline Business Day, the previous Swingline Business Day)4
	 	Facility to be utilised:	[Swingline Facility A]/[Swingline
    Facility B]/[Swingline Facility C]/[Swingline Facility D]/[Swingline Facility E]
	 	Currency of Loan:	[euro]/[sterling]/[U.S. dollars]/[Danish Krone]/[Norwegian
    Krone]/[Swedish Krona]/[Swiss Francs]
	 	Amount:	[U.S.$]/[€]/[£]/[DKK]/[NOK]/[CHF]/[SEK]
    [                   ]
    or, if less, the Available Facility
	 	 	 


		3.	In
                                         accordance with Part I of Schedule 6 (Borrowing Base), we attach a Required Value
                                         Notice which [has been sent/is being sent simultaneously with this notice] to the Collateral
                                         Monitor.



 


		4.	We
                                         confirm that each condition specified in Clause ‎‎6.4
                                         (Lenders' participation in Swingline Loans) of the Agreement is satisfied on the
                                         date of this Utilisation Request.



 


		5.	The
                                         proceeds of this Swingline Loan should be credited to [account].



 






    168


     


    

 


		6.	This
                                         Utilisation Request is irrevocable.



 


Yours faithfully


 


.......................................


 


authorised
signatory for


 


European Central
Counterparty N.V.





 






    169


     


    

 


Schedule
4


 


Form
of Transfer Certificate1


 


	To:	Bank of America Merrill
    Lynch International Designated Activity Company as Facility Agent




 


	From:	 [                   ]
    (the "Existing Lender") and [                   ]
    (the "New Lender")




 


	Dated:	[                   ]




 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
                                         have the same meaning in this Transfer Certificate unless given a different meaning in
                                         this Transfer Certificate.



 


		2.	We
                                         refer to Clause ‎‎26.6
                                         (Procedure for transfer) of the Agreement:



 


		(a)	The
                                         Existing Lender and the New Lender agree to the Existing Lender transferring to the New
                                         Lender by novation, and in accordance with Clause ‎‎26.6
                                         (Procedure for transfer) of the Agreement, all of the Existing Lender’s
                                         rights and obligations under the Agreement and the other Finance Documents which relate
                                         to that portion of the Existing Lender’s Commitment(s) and participations in Loans
                                         under the Agreement as specified in the Schedule.



 


		(b)	The
                                         proposed Transfer Date is [                   ].



 


		(c)	The
                                         Facility Office and address, fax number and attention details for notices of the New
                                         Lender for the purposes of Clause ‎‎34.2
                                         (Addresses) of the Agreement are set out in the Schedule.



 


		3.	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender's obligations
                                         set out in paragraph (c) of Clause ‎‎26.5
                                         (Limitation of responsibility of Existing Lenders) of the Agreement.



 


		4.	The
                                         New Lender confirms, for the benefit of the Facility Agent and each Swingline Agent and
                                         without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty
                                         Lender)].



 


		5.	The
                                         New Lender confirms that its aggregate Commitments, as at the Transfer Date, do not exceed
                                         more than 25 per cent. of the Total Commitments.



 


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



 





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



 


 






	1 	The Facility Agent and the Existing Lender should seek confirmation from
    Dutch counsel that the transfer will not contravene Section 3:5 of the Dutch Financial Supervision Act (Wet op het financieel
    toezicht) if the value of the rights acquired by the New Lender is less than €100,000 or, if the competent authority
    has published its interpretation of the term "public" as referred to in article 4.1.(1) of Regulation (EU) No 575/2013 of
    the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment
    firms, such other minimum amount as may be required for the New Lender not to be considered part of the public under such
    interpretation. 



 







    170


     


    

 


		8.	This
                                         Transfer Certificate has been entered into on the date stated at the beginning of this
                                         Transfer Certificate.



 









    171


     


    

 


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 Transfer
Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [                   ].


 


Bank of America
Merrill Lynch International Designated Activity Company


 


By:


 









    172


     


    

 


Schedule
5


 


Form
of Assignment Agreement2


 


		To:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent
                                         and European Central Counterparty N.V. as Company, for and on behalf of each Obligor



 


	 	From:	[                   ]
    (the "Existing Lender") and [                   ]
    (the "New Lender")




 


	Dated:	[                   ]




 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement
                                         have the same meaning in this Assignment Agreement unless given a different meaning in
                                         this Assignment Agreement.



 


		2.	We
                                         refer to Clause ‎‎26.7
                                         (Procedure for assignment) of the Agreement:



 


		(a)	The
                                         Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
                                         under the Agreement and the other Finance Documents which relate to that portion of the
                                         Existing Lender's Commitment(s) and participations in Loans under the Agreement as specified
                                         in the Schedule.



 


		(b)	The
                                         Existing Lender is released from all the obligations of the Existing Lender which correspond
                                         to that portion of the Existing Lender's Commitment(s) and participations in Loans under
                                         the Agreement specified in the Schedule.



 


		(c)	The
                                         New Lender becomes a Party as a Lender and is bound by obligations equivalent to those
                                         from which the Existing Lender is released under paragraph (b) above.3



 


		3.	The
                                         proposed Transfer Date is [                   ].



 


		4.	On
                                         the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.



 


		5.	The
                                         New Lender confirms that its aggregate Commitments, as at the Transfer Date, do not exceed
                                         more than 25 per cent. of the Total Commitments.



 


		6.	The
                                         Facility Office and address, fax number and attention details for notices of the New
                                         Lender for the purposes of Clause ‎‎34.2
                                         (Addresses) of the Agreement are set out in the Schedule.



 





		7.	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender's obligations
                                         set out in paragraph (c) of Clause ‎‎26.5
                                         (Limitation of responsibility of Existing Lenders) of the Agreement.



 





 



 


	2 	The Facility Agent and the Existing Lender should seek confirmation from
    Dutch counsel that the transfer will not contravene Section 3:5 of the Dutch Financial Supervision Act (Wet op het financieel
    toezicht) if the value of the rights acquired by the New Lender is less than €100,000 or, if the competent authority
    has published its interpretation of the term "public" as referred to in article 4.1.(1) of the Capital Requirements Regulation
    (EU/575/2013), such other minimum amount as may be required for the New Lender not to be considered part of the public under
    such interpretation.




 


	3	If the Assignment Agreement is
    used in place of a Transfer Certificate in order to avoid a novation of rights/obligations for reasons relevant to a civil
    jurisdiction, local law advice should be sought to check the suitability of the Assignment Agreement due to the assumption
    of obligations contained in paragraph 2(c). This issue should be addressed at primary documentation stage. 




 






    173


     


    

 


		8.	The
                                         New Lender confirms, for the benefit of the Facility Agent and each Swingline Agent and
                                         without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty
                                         Lender)].



 


		9.	This
                                         Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance
                                         Party) and, upon delivery in accordance with Clause ‎‎26.8
                                         (Copy of Transfer Certificate, Assignment Agreement, Increase Confirmation
                                         or Accordion Increase Confirmation to Company) of the Agreement, to the Company (on
                                         behalf of each Obligor) of the assignment referred to in this Assignment Agreement.



 


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



 


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



 


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



 






    174


     


    

 



 


THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken


 


[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 Assignment
Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [                   ].


 


Signature
of this Assignment Agreement by the Facility Agent constitutes confirmation by the Agent of receipt of notice of the assignment
referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.


 


Bank of America
Merrill Lynch International Designated Activity Company


 


By:


 




    175


     


    


 


Schedule
6


 


Borrowing
Base


 


Part
I 


 


		1.	Borrowing
                                         Base



 


		(a)	The
                                         Company shall ensure:



 


		(i)	that
                                         the Outstanding Facility Amount does not at any time exceed the Collateral Value of the
                                         Eligible Collateral comprising Collateral at that time; or



 


		(ii)	if
                                         at any time the Outstanding Facility Amount does exceed the Collateral Value of the Eligible
                                         Collateral comprising Collateral at that time, that the Company makes the payments and/or
                                         provides additional Collateral in accordance with and by the time required by paragraph
                                         9 (Collateral shortfall) below.



 


		(b)	If
                                         the Company fails to comply with paragraph (a) above, an Event of Default will occur,
                                         which shall be continuing (and each Finance Party shall be entitled (without any duty
                                         of further enquiry) to treat as continuing) unless and until:



 


		(i)	the
                                         Security Agent (with a copy to the Facility Agent and, if applicable, the relevant Swingline
                                         Agent) receives a Collateral Report from the Collateral Monitor (prepared on the basis
                                         of pricings not earlier than closing on the London Business Day before the date of receipt
                                         of that Collateral Report) which confirms that the Collateral Value is equal to or more
                                         than the Outstanding Facility Amount; or



 


		(ii)	that
                                         Event of Default is waived by the Majority Lenders.



 


		2.	Collateral



 


		(a)	In
                                         order for any cash, securities or other assets to comprise Collateral, they must:



 


		(i)	be
                                         Eligible Collateral;



 


		(ii)	be
                                         transferred to and held (in the case of cash) in the Collateral Cash Accounts or (in
                                         all other cases) in the Collateral Securities Accounts;



 


		(iii)	be
                                         subject to the Security expressed to be created under the Transaction Security with the
                                         ranking and priority it is expressed to have, in each case, to the satisfaction of the
                                         Security Agent;



 


		(iv)	be
                                         such that the representations in Clause 20.13 (Collateral) are, and would continue
                                         to be, true in all material respects, if made by the Company upon inclusion of the relevant
                                         cash, securities or other assets in the Collateral; and



 


		(v)	not
                                         be Interoperability Collateral.



 


		(b)	When
                                         providing Collateral, the Company shall, to the extent reasonably practicable, provide
                                         Acceptable Government Bonds before providing any Eligible Equities.



 


		(c)	The
                                         Company may, but is not required to, provide Collateral in the form of cash before providing
                                         Collateral in the form of Acceptable Government Bonds or Eligible Equities.



 






    176


     


    

 


		(d)	The
                                         Company shall ensure that no Interoperability Collateral is transferred to the Collateral
                                         Accounts or subject to the Security in favour of the Secured Parties. If it becomes aware
                                         that any Interoperability Collateral has been transferred to the Collateral Accounts:



 


		(i)	the
                                         Company must promptly notify the Security Agent;



 


		(ii)	that
                                         Interoperability Collateral shall be excluded from any calculations of the Collateral
                                         Value; and



 


		(iii)	the
                                         Company shall instruct the Collateral Monitor and the relevant Custodians to transfer
                                         that Interoperability Collateral out of the Collateral Accounts (and, provided no Default
                                         is continuing, the Security Agent will consent to any such instruction on the basis of,
                                         and in reliance upon, such notice from the Company).



 


		3.	Collateral
                                         Value



 


The
Collateral Value at any time of any Eligible Collateral shall be the amount determined by the Collateral Monitor to be the Collateral
Value of that Eligible Collateral at that time (such amount to take into account the Securities Discount and Currency Discounts
referred to in paragraph 4 (Eligible Collateral) below and the application of the Concentration Limit) under and in accordance
with the Collateral Monitoring Deed.


 


		4.	Eligible
                                         Collateral



 


		(a)	Eligible
                                         Collateral shall be:



 


		(i)	cash,
                                         denominated in an Acceptable Currency;



 


		(ii)	Acceptable
                                         Government Bonds; and



 


		(iii)	Eligible
                                         Equities.



 


		(b)	The
                                         Securities Discount (as defined in the Collateral Monitoring Deed) in respect of any
                                         Eligible Securities shall be the percentage specified for those Eligible Securities in
                                         Part II (Eligible Collateral, Securities and Currency Discount), or, from the
                                         relevant effective date, such other percentage (if any) as may be agreed by the Security
                                         Agent (acting on the instructions of the Facility Agent, itself acting on the instructions
                                         of all Lenders) from time to time. The Currency Discount (as defined in the Collateral
                                         Monitoring Deed) shall be, from the relevant effective date, the percentage (if any)
                                         specified by the Security Agent (acting on the instructions of the Facility Agent, itself
                                         acting on the instructions of all Lenders) at the time of agreeing any additional currency
                                         as an Acceptable Currency or a currency in which Acceptable Government Bonds may be denominated.



 


For
these purposes, the relevant effective date shall be the date specified by the Collateral Monitor, following receipt of the proposed
changes, to the Security Agent in accordance with the Collateral Monitoring Deed.


 


		5.	Collateral
                                         Schedule



 


		(a)	The
                                         Company shall on the date of this Agreement deliver to the Collateral Monitor and the
                                         Security Agent a Collateral Schedule under and in accordance with the Collateral Monitoring
                                         Deed in the form distributed to the Original Lenders and the Security Agent prior to
                                         signing this Agreement.



 






    177


     


    

 


		(b)	The
                                         Company shall not deliver any further Collateral Schedule to the Collateral Monitor,
                                         or amend, revoke or withdraw any existing Collateral Schedule, except with the prior
                                         written consent of the Security Agent (acting on instructions of the Facility Agent,
                                         itself acting on the instructions of all Lenders).



 


		6.	Required
                                         Value Notice and CSV Collateral File



 


		(a)	Each
                                         time the Company requests a Loan which will cause an increase in the Outstanding Facility
                                         Amount, the Company shall, at the same time as or before delivery to the relevant Agent
                                         of the Utilisation Request for that Loan, deliver to the Collateral Monitor (with a copy
                                         to the Facility Agent and the relevant Agent and the Security Agent):



 


		(i)	a
                                         Required Value Notice setting the Required Value in the Base Currency at an amount not
                                         less than the Outstanding Facility Amount (taking into account the Proposed Loan); and



 


		(ii)	a
                                         CSV Collateral File.



 


		(b)	At
                                         all times while there is an Outstanding Facility Amount, the Company shall ensure that
                                         the Required Value for the purposes of the Collateral Monitoring Deed is not at any time
                                         less than the Outstanding Facility Amount.



 


		7.	Utilisation
                                         Date disbursement procedures – Revolving Loans and Swingline Loans



 


		(a)	If:



 


		(i)	the
                                         Company has requested a Loan (the "Proposed Loan") in accordance with
                                         this Agreement; and



 


		(ii)	all
                                         conditions under this Agreement to making that Loan have been met (other than the requirement
                                         to ensure that the Collateral Value is equal to or exceeds the Outstanding Facility Amount
                                         taking the Proposed Loan into account),



 


then,
subject to paragraph (b) to (f) below, each Lender shall make its participation in the Proposed Loan available to the relevant
Agent by no later than the Specified Time on the Utilisation Date of the Proposed Loan.


 


		(b)	The
                                         Lenders will only be obliged to make their participation in the Proposed Loan available
                                         to the relevant Agent if: (i) at the Specified Time on the Utilisation Date of a Proposed
                                         Loan the Collateral Monitor delivers to the Security Agent (with a copy to the Facility
                                         Agent and, if applicable, the relevant Swingline Agent) a Collateral Report prepared
                                         on the basis of pricings not earlier than closing on the London Business Day before the
                                         Utilisation Date of the Proposed Loan or (ii) where applicable, a revised Utilisation
                                         Request is received by the Specified Time on the Utilisation Date in an amount equal
                                         to or less than, when aggregated with the Outstanding Facility Amount, the Collateral
                                         Value shown in the Collateral Report.



 


		(c)	The
                                         relevant Agent will not make those Lenders' participations in the Proposed Loan available
                                         to the Company, except in the circumstances described in paragraph (d) below.



 


		(d)	If
                                         a Collateral Report is delivered pursuant to and in accordance with paragraph (b) above
                                         and that Collateral Report shows:



 






    178


     


    

 


		(i)	that
                                         the Collateral Value at that time is equal to or greater than the Outstanding Facility
                                         Amount (taking the Proposed Loan into account), then, subject to paragraph (f) below,
                                         the relevant Agent shall, as soon as reasonably practicable, make available to the Company
                                         in full each Lender's participation in the Proposed Loan received by that Agent; or



 


		(ii)	that
                                         the Collateral Value is less than the Outstanding Facility Amount after taking the Proposed
                                         Loan into account, the relevant Agent shall request, other than in relation to a Revolving
                                         Loan in Danish Krone, Norwegian Krone or Swedish Krona, that the Company deliver to the
                                         Facility Agent and Security Agent (and if applicable, the relevant Swingline Agent) a
                                         new Utilisation Request. If a new Utilisation Request is received by the relevant Agent
                                         prior to the Specified Time in Schedule 8 (Timetables) with a Proposed Loan equal
                                         to or less than, when aggregated with the Outstanding Facility Amount, to the Collateral
                                         Value shown in the Collateral Report, that relevant Agent shall advance the relevant
                                         funds received from the Lenders in an amount equal to the amount specified in the new
                                         Utilisation Request. If a new Utilisation Request is not received by that time, the Utilisation
                                         Request shall be treated as an entirely new request and the usual time periods and conditions
                                         will apply. The Agent shall by close of business on that day return to each Lender any
                                         part of that Lender's participation in a Proposed Loan not advanced. In relation to any
                                         funds returned to a Lender, the Company shall indemnify each Lender under Clause 16.2
                                         (Other indemnities) in respect of the funding costs (including any Break Costs)
                                         incurred by that Lender in making its participation (or the relevant part of it) available
                                         to the relevant Agent in accordance with this paragraph 7.



 


		(e)	The
                                         relevant Agent shall only make the Lenders' participations in the Proposed Loan available
                                         to the Company pursuant to and in accordance with paragraph (d) above if Collateral in
                                         respect of which a Collateral Report has been prepared, is deposited in the Collateral
                                         Account(s) by the Company on or prior to the Specified Time in Schedule 8 (Timetables)
                                         and, if the Collateral Value is less than the Outstanding Facility Amount after taking
                                         the Proposed Loan into account, a new Utilisation Request, where applicable, is delivered
                                         pursuant to, paragraph (d) above.



 


		(f)	If
                                         on the Utilisation Date:



 


		(i)	the
                                         Company has requested a Proposed Loan earlier than the Specified Time; and



 


		(ii)	all
                                         conditions under this Agreement to making that Loan have been met, including receipt
                                         by the Facility Agent, the relevant Swingline Agent, and the Security Agent of a Collateral
                                         Report which shows that the Collateral Value is equal to or exceeds the Outstanding Facility
                                         Amount taking the Proposed Loan into account,



 


then
each Lender may, following a request by the Company (which shall be passed onto each Lender by the relevant Agent), make its participation
in the Proposed Loan available to the relevant Agent as soon as reasonably practicable instead of delaying until the Specified
Time on that Utilisation Date. For the avoidance of doubt, this paragraph (f) is not intended to oblige any Lender to make its
participations available earlier than the Specified Time.


 


		8.	Collateral
                                         Reports



 


		(a)	Without
                                         limiting the requirements of paragraph 7 (Utilisation Date disbursement procedures
                                         – Revolving Loans and Swingline Loans) above, on any London Business Day on
                                         which there is an



 






    179


     


    

 


Outstanding
Facility Amount, the Company shall ensure that the Collateral Monitor delivers to the Facility Agent, the relevant Swingline Agent
and the Security Agent by no later than 10:00 a.m. (London time) on that day, a Collateral Report compiled as of the close of
business on the previous London Business Day.


 


		(b)	If
                                         the Company or the Facility Agent or the relevant Swingline Agent or Security Agent becomes
                                         aware that:



 


		(i)	the
                                         Collateral Report most recently delivered wrongly stated that the Collateral Value was
                                         equal to or more than the Outstanding Facility Amount (including where the Company has
                                         failed to notify the Collateral Monitor of the correct Required Value), when in fact
                                         the Collateral Value was less than the Outstanding Facility Amount at the relevant time;
                                         or



 


		(ii)	that
                                         the Collateral Value is less than the Outstanding Facility Amount (in each case determined
                                         at the time and in the manner described in the Collateral Monitoring Deed),



 


the
Company or the Facility Agent or the relevant Swingline Agent or Security Agent (as the case may be) shall, as soon as reasonably
practicable thereafter, notify each of the other parties. For the avoidance of doubt, the Agents and the Security Agent are under
no obligation to check that the Collateral Value or the Required Value is correct.


 


		(c)	If
                                         the Company fails to comply with paragraph (a) above or receives a notice under paragraph
                                         (b) above, an Event of Default will occur unless, by no later than 10:00 a.m. on the
                                         next London Business Day following the day on which that failure occurred:



 


		(i)	the
                                         Facility Agent, relevant Swingline Agent and the Security Agent receives a Collateral
                                         Report from the Collateral Monitor, which shows that the Collateral Value exceeds the
                                         Outstanding Facility Amount; or



 


		(ii)	the
                                         Company demonstrates to the satisfaction of the Security Agent (acting on the instructions
                                         of the Facility Agent, itself acting on the instructions of all the Lenders, acting reasonably)
                                         that the Collateral Value is equal to or exceeds the Outstanding Facility Amount.



 


		(d)	The
                                         Facility Agent shall, by no later than 12:00 noon on the Business Day immediately following
                                         receipt of a Collateral Report, provide all Lenders with a copy of that Collateral Report.



 


		9.	Collateral
                                         shortfall



 


If,
on any London Business Day on which there is an Outstanding Facility Amount, the Collateral Monitor gives a Collateral Report
to an Agent and the Security Agent which shows that the Collateral Value is less than the Outstanding Facility Amount at that
time (the amount of any such shortfall being the "Collateral Shortfall Amount") or the Company, the Security
Agent, the Facility Agent or the relevant Swingline Agent gives a notice pursuant to paragraph 8(b) above that the Collateral
Value is less than the Outstanding Facility Amount at that time, the Company shall:


 


		(a)	by
                                         no later than 1:30 p.m. (London time) on that day transfer additional Eligible Collateral
                                         into the Collateral Account(s), and ensure that the Collateral Monitor (by no later than
                                         3:00 p.m. (London time) on that day) gives a Collateral Report showing that the Collateral
                                         Value is no longer less than the Outstanding Facility Amount at that time; or



 






    180


     


    

 


		(b)	by
                                         no later than 3:00 p.m. (London time) on that day prepay Loan(s) in an aggregate Base
                                         Currency Amount at least equal to the Collateral Shortfall Amount.



 


		10.	Collateral
                                         Accounts



 


For
so long as any amount is or may become outstanding under this Agreement or any Commitment is in force, the Company shall:


 


		(a)	enter
                                         into and maintain the Custody Agreement and the Collateral Monitoring Deed with the Collateral
                                         Monitor and the Custodians;



 


		(b)	maintain
                                         the Collateral Cash Accounts and the Collateral Securities Accounts with the Custodians,
                                         and operate those Collateral Accounts in accordance with the Custody Agreement, the Collateral
                                         Monitoring Deed and the Account Control Letter;



 


		(c)	not
                                         amend, terminate or grant any consent or waiver under the Custody Agreement or Collateral
                                         Monitoring Deed where such amendment, consent or waiver would be material to this Agreement;
                                         and



 


		(d)	not
                                         make any transfer (or give any instructions to make any transfer) of any cash, securities
                                         or other assets from either of the Collateral Accounts,



 


in
each case, except in accordance with paragraph 11 (Substitution of Collateral for cash), 12 (Release of excess Collateral
with consent), 13 (Substitution of Collateral for other assets with consent), 14 (Release on repayment of Loans),
15 (Cash Collateral) or 17 (Concentration Limit) below, or otherwise with the prior written consent of the Security
Agent (acting on instructions of the Facility Agent, itself acting on the instructions of all Lenders).


 


		11.	Substitution
                                         of Collateral for cash



 


		(a)	The
                                         Company may give instructions to the Collateral Monitor to instruct the relevant Custodians
                                         to transfer securities or other assets (but not cash) from the Collateral Accounts if:



 


		(i)	the
                                         Company wishes to substitute Eligible Securities comprising Collateral for cash in order
                                         to finance the repayment or prepayment of one or more Loans;



 


		(ii)	the
                                         amount of cash to be provided in substitution for those Eligible Securities is not less
                                         than the amount which the Company could obtain on a sale of those Eligible Securities
                                         for cash for their best value reasonably achievable in the ordinary course of trading
                                         and in accordance with the Company's usual procedures and practices at that time;



 


		(iii)	the
                                         Eligible Securities will be transferred against payment of the amount determined in accordance
                                         with paragraph (ii) above in full in cash into the Collateral Accounts;



 


		(iv)	no
                                         Default is continuing or would occur as a result of the transfer of those securities
                                         or other assets; and



 


		(v)	the
                                         Collateral Value of the Eligible Collateral comprising Collateral, both before and after
                                         the transfer of those securities and other assets, is and will be equal to or will exceed
                                         the Outstanding Facility Amount at that time.



 


		(b)	The
                                         consent of the Security Agent is not required for instructions given to the Custodians
                                         in accordance with paragraph (a) above.



 




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		12.	Release
                                         of excess Collateral with consent



 


		(a)	The
                                         Company may (or may direct the Collateral Monitor to) give instructions to the relevant
                                         Custodians to transfer securities or other assets (but not cash) from the Collateral
                                         Securities Accounts if:



 


		(i)	the
                                         Collateral Value of the Eligible Collateral comprising Collateral, both before and immediately
                                         after the transfer out of those securities and other assets, exceeds or will exceed the
                                         Outstanding Facility Amount at that time;



 


		(ii)	no
                                         Collateral to be released is of a higher Category than any Collateral to remain in the
                                         Collateral Securities Account(s); and



 


		(iii)	no
                                         Default is continuing or would occur as a result of the transfer of those securities
                                         or other assets.



 


		(b)	The
                                         consent of the Security Agent is required to any transfer in accordance with paragraph
                                         (a) above.



 


		13.	Substitution
                                         of Collateral for other assets with consent



 


		(a)	The
                                         Company may (or may direct the Collateral Monitor to) give instructions to the relevant
                                         Custodians to transfer securities or other assets (but not cash) from the Collateral
                                         Securities Accounts if:



 


		(i)	the
                                         Company wishes to substitute Eligible Securities in the Collateral Securities Accounts
                                         (the "Released Collateral") with other Eligible Securities (the "Replacement
                                         Collateral");



 


		(ii)	prior
                                         to the transfer of the Released Collateral from the Collateral Securities Accounts, it
                                         transfers the Replacement Collateral into the Collateral Securities Accounts;



 


		(iii)	the
                                         amount of the Replacement Collateral is such that the aggregate Market Value (less the
                                         appropriate Securities Discount) of the Replacement Collateral is not less than the aggregate
                                         Market Value (less the appropriate Securities Discount) of the Released Collateral;



 


		(iv)	the
                                         Replacement Collateral consists of Eligible Securities which have a Category the same
                                         as or higher than the Category of the Released Collateral; and



 


		(v)	the
                                         Collateral Value of the Eligible Collateral comprising Collateral, both before and after
                                         the transfer of those securities and other assets, is and will be equal to or will exceed
                                         the Outstanding Facility Amount at that time; and



 


		(vi)	no
                                         Default is continuing or would occur as a result of the transfer of those securities
                                         or other assets.



 


		(b)	The
                                         consent of the Security Agent is required to any transfer in accordance with paragraph
                                         (a) above.



 


		14.	Release
                                         on repayment of Loans



 


		(a)	If
                                         there is no Outstanding Facility Amount and no Loan has been requested the Company may
                                         give instructions to transfer all cash, securities and other assets out of the Collateral
                                         Accounts.



 






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		(b)	The
                                         consent of the Security Agent is required to any transfer in accordance with paragraph
                                         (a) above.



 


		(c)	The
                                         Security Agent will consent to such transfer if it has received confirmation from the
                                         Facility Agent that it is satisfied that the Outstanding Facility Amount and all accrued
                                         interest, fees and other amounts then outstanding have been paid in full, which confirmation
                                         shall include an instruction to the Security Agent to give such consent.



 


		15.	Cash
                                         Collateral



 


		(a)	In
                                         relation to cash standing to the credit of the Collateral Cash Accounts:



 


		(i)	the
                                         Company may instruct the relevant Custodians to exchange that cash from one currency
                                         to another in accordance with that Custodian's usual practices and procedures but only
                                         to the extent necessary to convert the cash into a currency in which an outstanding Loan
                                         is denominated and in order to fund repayment or prepayment of that Loan; and



 


		(ii)	the
                                         Company may instruct the Collateral Monitor to instruct the Custodians to pay cash to
                                         the relevant Agent, for application towards amounts outstanding under the Finance Documents
                                         provided no Default is continuing or would occur as a result of the transfer of such
                                         cash.



 


		(b)	The
                                         consent of the Security Agent is not required for instructions given in accordance with
                                         paragraph (a) above.



 


		16.	Authorisation
                                         to give consent



 


		(a)	Subject
                                         to paragraph (b) below, where the Security Agent's consent is required to any transfer
                                         or instruction as described in paragraph 12 (Release of excess Collateral with consent),
                                         or 13 (Substitution of Collateral for other assets with consent) (the "Release
                                         Provisions"), the Security Agent may, and is hereby irrevocably authorised and
                                         instructed by each other Finance Party to, give its consent provided no Default is continuing
                                         or would occur as a result of any transfer and it has received confirmation from the
                                         Collateral Monitor that the conditions of transfer (as set out in the Collateral Monitoring
                                         Deed) have been satisfied.



 


		(b)	The
                                         Majority Lenders (via the Facility Agent) may, by notice to the Security Agent, withdraw
                                         the authorisation and instruction set out in paragraph (a) above.



 


		(c)	If
                                         the Security Agent is requested to consent to any transfer of any Eligible Securities
                                         or other Security Assets from the Collateral Accounts, or any other release of Transaction
                                         Security (in each case, except as described in paragraph (a) above or paragraph 17 (Concentration
                                         Limit)), it will not be obliged to give that consent unless it is instructed to do
                                         so by the Facility Agent who will give such instruction if it has the consent of all
                                         Lenders.



 


		(d)	The
                                         Security Agent may:



 


		(i)	in
                                         relation to any matter to do with whether the Collateral Value is equal to or greater
                                         than the Outstanding Facility Amount, and whether the requirements set out in the Release
                                         Provisions or set out under paragraphs 2(a)(i), (ii), (b) and (c) above or paragraph
                                         17 (Concentration Limit) below have been met, rely on the Collateral Monitor being
                                         required



 






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to
check and confirm such matters, such check and confirmation to be confirmed by the Collateral Monitor to the Security Agent;


 


		(ii)	in
                                         relation to any matter to do with Interoperability Collateral or whether the requirements
                                         set out under paragraphs 2(a)(iii) to (v) have been met, assume that no Interoperability
                                         Collateral has been transferred to the Collateral Accounts and all conditions under paragraphs
                                         2(a)(iii) to (v) have been met unless the Security Agent has received express notice
                                         to the contrary from the Company or, in the case of paragraph 2(a)(iii), the Facility
                                         Agent;



 


		(iii)	assume
                                         no Default has occurred or is continuing or would occur as a result of any release, transfer
                                         or substitution under this Schedule 6, unless the Security Agent has received express
                                         notice to the contrary from the Facility Agent prior to acting on the relevant request
                                         for consent to any such release, transfer or substitution; and



 


		(iv)	assume
                                         that any amount paid to the Finance Parties has been irrevocably paid, unless it considers
                                         that there is a material risk that such a payment may be avoided or required to be refunded
                                         or repaid (and is not just aware of the underlying circumstances giving rise to that
                                         result).



 


		(e)	No
                                         release under any of the Release Provisions affects any of the obligations or liabilities
                                         of the Obligors under the Finance Documents.



 


		(f)	The
                                         Security Agent will not have any liability to any person as a result of giving any consent
                                         under the Release Provisions or under paragraph 2 (Collateral) or paragraph 17
                                         (Concentration Limit) (except in the case of its fraud, gross negligence or wilful
                                         misconduct), including (without limitation) arising as a result of any subsequent shortfall
                                         in Collateral or impact on the Security created under the Security Documents.



 


		17.	Concentration
                                         Limit



 


		(a)	The
                                         Company shall use reasonable endeavours to ensure that the Concentration Limit is not
                                         exceeded with respect to any Eligible Equities included in the Collateral.



 


		(b)	If
                                         the Collateral provided by the Company in respect of a Loan on or before the Utilisation
                                         Date for that Loan includes Eligible Equities where the Concentration Limit in respect
                                         of those Eligible Equities is exceeded, the Eligible Equities exceeding the Concentration
                                         Limit shall be deemed to have a value of zero for purposes of the Collateral Value set
                                         out in the Collateral Report provided or to be provided by the Collateral Monitor. The
                                         Lenders will (subject to all other terms and conditions of this Agreement) remain obliged
                                         to make that Loan available notwithstanding that the Concentration Limit has been exceeded
                                         in relation to those Eligible Equities unless the Collateral Value is less than the Outstanding
                                         Facility Amount (after taking the Proposed Loan into account), in which case the provisions
                                         of paragraph 7 (Utilisation Date disbursement procedures – Revolving Loans and
                                         Swingline Loans) shall apply.



 


		(c)	If
                                         the Collateral includes any Eligible Equities where the Concentration Limit for those
                                         Eligible Equities is exceeded:



 


		(i)	the
                                         Company shall, promptly upon becoming aware that the Concentration Limit is exceeded
                                         for any Eligible Equities in the Collateral, or upon notice from the Facility Agent,



 






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the
Security Agent or the Collateral Monitor that they consider the Concentration Limit is or may have been exceeded, give notice
of that fact to each relevant Agent and the Security Agent, including:


 


		(A)	details
                                         of the relevant Eligible Equities;



 


		(B)	the
                                         amount of the relevant Eligible Equities in the Collateral as a proportion to the Average
                                         Daily Traded Volume of such Eligible Equities; and/or



 


		(C)	the
                                         aggregate Market Value of the relevant Eligible Equities in the Collateral as a proportion
                                         of the Market Capitalisation of such Eligible Equities or the Outstanding Facility Amount,
                                         as applicable.



 


For
the avoidance of doubt, the Facility Agent and the Security Agent are under no obligation to check whether the Concentration Limit
is exceeded.


 


		(ii)	the
                                         Company shall:



 


		(A)	without
                                         limiting the provisions of paragraph 7 (Utilisation Date disbursement procedures –
                                         Revolving Loans and Swingline Loans) above, where those Eligible Equities were provided
                                         by the Company in respect of a Loan on or before the Utilisation Date for that Loan,
                                         either provide additional Eligible Collateral as Collateral by 1:30 p.m., or repay or
                                         prepay the Loan(s) by 3:00 p.m., on the London Business Day following the Utilisation
                                         Date for that Loan; or



 


		(B)	in
                                         any other case, either provide additional Eligible Collateral as Collateral by 1:30 p.m.,
                                         or repay or prepay the Loan(s) by 3:00 p.m. on the London Business Day following the
                                         day on which the Company became aware that the Concentration Limit is exceeded for those
                                         Eligible Equities included in the Collateral,



 


in
each case in a sufficient amount to enable the Collateral Monitor to provide a Collateral Report and the Company to deliver a
confirmation that on the basis described in paragraph (d) below the Collateral Value is equal to or exceeds the Outstanding Facility
Amount.


 


		(d)	The
                                         Company shall ensure that, by no later than 5:00 p.m. on the London Business Day on which
                                         it is required to provide additional Collateral and/or repay or prepay Loan(s) in accordance
                                         with paragraph (c) above:



 


		(i)	the
                                         Collateral Monitor provides a Collateral Report which shows that the Collateral Value
                                         is equal to or exceeds the Outstanding Facility Amount; and



 


		(ii)	the
                                         Company provides either:



 


		(A)	a
                                         confirmation that none of the Eligible Equities included in the calculation of Collateral
                                         Value in that Collateral Report exceeds the Concentration Limit for those Eligible Equities;
                                         or



 


		(B)	(if
                                         Eligible Equities are included in that calculation of Collateral Value which exceed the
                                         Concentration Limit for those Eligible Equities) a confirmation that, if calculated without
                                         taking into account any Eligible Equities to the extent they exceed the Concentration
                                         Limit for those Eligible Equities, the Collateral Value will continue to be equal to
                                         or exceed the Outstanding Facility Amount, together with a description



 






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showing
(in reasonable detail) the deductions to be made from the Collateral Value (as stated by the Collateral Monitor in the Collateral
Report) on account of the Eligible Equities which exceed their Concentration Limit.


 


		(e)	An
                                         Event of Default will occur if a Collateral Report and confirmation from the Company
                                         is not delivered in accordance with paragraph (d) above and by the time required in that
                                         paragraph, unless, by that time, the Company demonstrates to the satisfaction of the
                                         Security Agent (acting on the instructions of the Facility Agent, itself acting on the
                                         instructions of all Lenders, acting reasonably) that the Collateral Value (excluding
                                         any Eligible Equities to the extent they exceed the Concentration Limit for those Eligible
                                         Equities) is equal to or more than the Outstanding Facility Amount.



 


		(f)	Where
                                         a Collateral Report has been delivered in accordance with paragraph (d) above, the Company
                                         may instruct the Custodians and Collateral Monitor to transfer out of the Collateral
                                         Accounts any Eligible Equities to the extent those Eligible Equities included in the
                                         Collateral exceed the Concentration Limit, and provided no Default is continuing or would
                                         occur as a result of the transfer of those Eligible Equities and the Collateral Value,
                                         after that transfer, will be equal to or will exceed the Outstanding Facility Amount.
                                         On request by the Company, the Security Agent will give to the Custodians and Collateral
                                         Monitor its consent to such a transfer provided no Default is continuing or would occur
                                         as a result of any transfer and it has received confirmation from the Collateral Monitor
                                         that its conditions of transfer (as set out in the Collateral Monitoring Deed) have been
                                         satisfied.



 


		18.	Replacement
                                         of the Collateral Monitor or of a Custodian



 


		18.1	If:



 


		(a)	by
                                         31 July 2020, the Company and the Security Agent have not received notice from the Collateral
                                         Monitor that the Interim Period has ended, the Company shall begin the process for replacing
                                         the Collateral Monitor and entering into a new collateral monitoring deed; and



 


		(b)	by
                                         31 August 2020, the Company and the Security Agent have not received a notification from
                                         the Collateral Monitor that the Interim Period has ended:



 


		(i)	the
                                         Facility Agent shall (unless otherwise instructed by all Lenders) instruct the Security
                                         Agent to give notice under the Collateral Monitoring Deed (if such notice has not already
                                         been given by the Company) to terminate the Collateral Monitoring Deed and to enter into
                                         a new Collateral Monitoring Deed pursuant to paragraph 18.3 below; and



 


		(ii)	the
                                         Company shall, acting promptly, use all reasonable endeavours to find a successor Collateral
                                         Monitor as soon as reasonably practicable (if a replacement has not already been found)
                                         and enter into a new collateral monitoring deed on the same or substantially similar
                                         terms to the Collateral Monitoring Deed (other than the Interim Period), together with
                                         any other documents and amendments to this Agreement as the Facility Agent or Security
                                         Agent may determine (acting reasonably) is required.



 


Provided
there is no Outstanding Facility Amount, no Event of Default will occur under Clause 25.3 (Other obligations) if the Company
fails to comply with this paragraph (ii).


 






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		18.2	If
                                         the Company, the Collateral Monitor or a Custodian gives any notice under the Collateral
                                         Monitoring Deed or the Custody Agreement of the resignation or termination of the appointment
                                         of the Collateral Monitor or the Custodian, or of any termination of the Custody Agreement,
                                         and the consent or approval of the Security Agent is required, the Security Agent will
                                         act on the instructions of the Facility Agent, itself acting on the instructions of all
                                         Lenders in relation to the replacement, resignation or termination of the Collateral
                                         Monitor, the Custodian, the Custody Agreement or the Collateral Monitoring Deed (as the
                                         case may be) provided the conditions in paragraph 18.4 below are satisfied.



 


		18.3	The
                                         resignation or termination of the Collateral Monitor or a Custodian (as the case may
                                         be) shall only become effective on (and will not become effective until) the appointment
                                         of a replacement collateral monitor or custodian in accordance with this paragraph 18
                                         and the Collateral Monitoring Deed or as otherwise agreed by the Company and the Facility
                                         Agent (acting on the instructions of all Lenders).



 


		18.4	The
                                         appointment of a replacement collateral monitor or custodian (as the case may be) shall
                                         only take effect if the Lenders are satisfied:



 


		(i)	as
                                         to the creditworthiness and ability of the proposed new collateral monitor or custodian
                                         to perform the functions of the Collateral Monitor or the Custodian (as the case may
                                         be);



 


		(ii)	that
                                         the proposed new collateral monitor or custodian has or will become bound to perform
                                         the duties and obligations of the Collateral Monitor or the Custodian on the same or
                                         substantially similar terms to the Collateral Monitoring Deed or the Custody Agreement
                                         (as the case may be); and



 


		(iii)	in
                                         the case of the Custodian, that new accounts have been established to hold Collateral,
                                         security taken in favour of the Lenders and any existing Collateral transferred to those
                                         accounts and any consequential amendments made to the Finance Documents.



 


		18.5	The
                                         Lenders will not unreasonably withhold or delay any consent or approval required pursuant
                                         to this Clause 18.



 


		18.6	The
                                         Company agrees that it shall be obliged to cooperate and take all steps reasonably required
                                         to appoint the successor collateral monitor or custodian (as the case may be).



 


		18.7	Definitions



 


		(a)	In
                                         this Schedule 6 and this Agreement:



 


"Acceptable
Currency" means, at any time, euro, Danish Krone, Norwegian Krone, sterling, Swedish Krona, Swiss Francs, U.S. dollars,
or such other currency as may be approved by the Facility Agent acting on the instructions of all the Lenders.


 


"Acceptable
Government Bonds" means an approved Financial Instrument as set out in the Rules which:


 






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		(i)	is
                                         issued by the central bank or central government of Austria, Belgium, Denmark, Finland,
                                         France, Germany, Norway, Sweden, Switzerland, the Netherlands, the Republic of Ireland
                                         or the United Kingdom; and



 


		(ii)	has
                                         a minimum credit rating of A- from Fitch Ratings Ltd, A3 from Moody's Investors Services
                                         Limited or A- from Standard & Poor's Rating Services.



 


"Account
Control Letter" has the meaning given in the Collateral Monitoring Deed.


 


"Average
Daily Traded Volume" means the average daily traded volume of the total number of shares of the relevant issuer on the
relevant Exchange (i) for the preceding three Months (calculated on a rolling basis) or (ii) if three Months of data is unavailable,
the longest period of data available, in each case as determined by the Collateral Monitor by reference to a generally recognized
pricing service, or if such information is not available for whatever reason or is manifestly incorrect, as determined by the
Collateral Monitor acting in a commercially reasonable manner.


 


"Book
Entry Securities" means securities title to which is evidenced by entries in a register or account maintained by or on
behalf of an intermediary (within the meaning of The Financial Collateral Arrangements (No.2) Regulations 2003).


 


"Category"
means, in relation to a class of Eligible Collateral, the category specified for that class of Eligible Collateral in Part II
(Eligible Collateral, Securities and Currency Discount), with the lowest Category of Eligible Collateral being Category
3 and the highest Category of Eligible Collateral being Category 1.


 


"Collateral
Report" has the meaning given in the Collateral Monitoring Deed.


 


"Collateral
Schedule" has the meaning given in the Collateral Monitoring Deed.


 


"Collateral
Value" means, in respect of any Eligible Collateral at any time, the amount determined in accordance with paragraph 3
(Collateral Value).


 


"Concentration
Limit" means, at any time with respect to any Eligible Equities included in the Collateral, that:


 


		(i)	the
                                         aggregate amount of that Eligible Equity does not exceed the Average Daily Traded Volume
                                         x1 in respect of that Eligible Equity at that time; and/or



 


		(ii)	the
                                         aggregate Market Value of that Eligible Equity does not exceed the lower of:



 


		(A)	5
                                         per cent. of the Market Capitalisation of that Eligible Equity at that time; and



 


		(B)	5
                                         per cent. of the Outstanding Facility Amount at that time.



 


"CSV
Collateral File" means a report prepared by the Company setting out the description of the Eligible Collateral including
any ISIN number, CUSIP number and ticker symbol (as applicable) and delivered by the Company in a .csv file in a format agreed
to in advance by the Collateral Monitor by secure file transfer protocol.


 


"Early
Closure" means the closure of the relevant Exchange on any Exchange Business Day prior to its regular scheduled closing
time.


 


"Eligible
Collateral" means any cash, securities or other assets listed in paragraph 4(a).


 






    188


     


    

 


"Eligible
Equities" means any Financial Instrument (other than Non-Eligible Equities) from time to time included in the list of
financial instruments maintained by the Company which is a listed equity traded on, via or by an Exchange in any of the following
countries:


 


		(i)	Austria



 


		(iii)	Belgium



 


		(iv)	Denmark



 


		(v)	Finland



 


		(vi)	France



 


		(vii)	Germany



 


		(viii)	Italy



 


		(ix)	Republic
                                         of Ireland



 


		(x)	the
                                         Netherlands



 


		(xi)	Norway



 


		(xii)	Spain



 


		(xiii)	Sweden



 


		(xiv)	Switzerland



 


		(xv)	the
                                         United Kingdom



 


		(xvi)	the
                                         United States,



 


and
which is eligible for clearing as set out in the Rules.


 


"Eligible
Securities" means any securities or other assets listed in paragraph 4(a) other than cash.


 


"Exchange"
means any regulated market, multilateral trading or other trading venue as defined in the Rules.


 


"Exchange
Business Day" means any Scheduled Trading Day on which the relevant Exchange is open for trading for its regular trading
sessions (notwithstanding that Exchange closing prior to its scheduled weekday closing times and without regard to after hours
or any other trading outside of the regular trading session hours).


 


"Exchange
Disruption" means any event (other than an Early Closure) that disrupts or impairs (as determined by the Collateral Monitor)
the ability of market participants in general to effect transactions in, or obtain market values for, the relevant shares on the
relevant Exchange.


 


"Financial
Instrument" has the meaning given to it in the Directive 2002/EC of 6 June 2002 on financial collateral arrangements.


 


"Interim
Period" has the meaning given to it in the Collateral Monitoring Deed.


 


"Interoperability
Collateral" means:


 






    189


     


    

 


		(i)	any
                                         cash, securities or other assets standing to the credit of the Interoperability Fund
                                         (as defined in the Rules); or



 


		(ii)	any
                                         cash, securities or other assets credited, deposited or otherwise transferred to the
                                         Company by a Co-operating Clearing House.



 


"Margin
Amount" has the meaning given to the term "Margin" in the Rules.


 


"Market
Capitalisation" means, on any day, the product of A x B:


 


Where:


 


		A
                                         =	the
                                         total number of shares in issue on that day; and



 


		B
                                         =	the
                                         official closing price per share published by a generally recognised pricing source on
                                         that day or, if that day is not a Scheduled Trading Day or if no official closing price
                                         is published on that day, the immediately preceding Exchange Business Day on which an
                                         official closing price per share was published, provided that if no such price is published
                                         for the three immediately preceding Exchange Business Days, shall be deemed to be zero.



 


"Market
Value" has the meaning given to it in the Collateral Monitoring Deed.


 


"Non-Eligible
Equity" means:


 


		(i)	shares
                                         issued by any person with a Market Capitalisation of less than €1,000,000,000 (or
                                         during the Interim Period €3,000,000,000);



 


		(ii)	shares
                                         issued by any person (or any Affiliate of that person) recognised as a clearing participant
                                         by a clearing house for the clearance or settlement of transactions in securities, in
                                         respect of which clearing participant a clearing house has declared a default; and



 


		(iii)	shares
                                         issued by or on behalf of a Lender or an Affiliate of a Lender.



 


"Outstanding
Facility Amount" means, at any time, the aggregate of the Base Currency Amount of all Loans outstanding at that time.


 


"Required
Value" means, at any time, the Outstanding Facility Amount (taking into account, where applicable, any Proposed Loan).


 


"Required
Value Notice" has the meaning given in the Collateral Monitoring Deed.


 


"Scheduled
Trading Day" means any day on which the relevant Exchange is scheduled to be open for trading for its regular trading
sessions.


 


"Trading
Disruption" means any suspension of or limitation imposed on trading by the relevant Exchange relating to the relevant
shares whether by reason of movements in price exceeding limits permitted by that Exchange or otherwise.


 


		(b)	In
                                         this Schedule 6 and this Agreement, references to Eligible Equities or Acceptable Government
                                         Bonds include any Book Entry Securities representing or derived from such Eligible Equities
                                         or Acceptable Government Bonds.



 




    190


     


    

 


Part
II


 

Eligible Collateral, Securities and Currency Discount


 


	Category	Eligible
    Collateral	Securities
    and Currency Discount
	1.         
     	Cash
    in an Acceptable Currency	0%
	2.         
     	Acceptable
    Government Bonds	·        
                                         6% for bonds with a residual maturity of less than
                                         1 year

         

        ·        
        8% for bonds with a residual maturity of 1 – 5 years

         

        ·        
        10% for bonds with a residual maturity of 5 – 10 years

         

        ·        
        20% for bonds with a residual maturity of more than 10 years

         

	3.         
     	Eligible
    Equities	25%



 






    191


     


    

 


Schedule
7 




Form of Compliance Certificate


 


		To:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent



 


		From:	European
                                         Central Counterparty N.V.



 


		Dated:	[                   ]



 


Dear Sirs


 


European
Central Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


We refer
to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance
Certificate unless given a different meaning in this Compliance Certificate.


 


		1.	[We
                                         confirm that as at the date of this Compliance Certificate:



 


		2.	the
                                         minimum liquidity regulatory requirement under [EMIR] for the Company is [                   ];
                                         and



 


the
Tangible Net Worth of the Company is [                   ],


 


accordingly,
we are in compliance with the provisions of Clause 23.17 (Minimum liquidity requirement) and paragraph (a) of Clause 23.18
(Tangible Net Worth and Guarantor Net Worth).]


 


		3.	[We
                                         confirm that no Default is continuing.]4*



 


		4.	[The
                                         Net Worth of the Guarantor is [                   ]
                                         as at the date of this Compliance Certificate and therefore we confirm compliance with
                                         the provisions of paragraph (b) of Clause 23.18 (Tangible Net Worth and Guarantor
                                         Net Worth) and Clause 22.1 (Financial statements).]



 


	Signed:................................................

         

        Chief
        Executive Officer/Chief Operating Officer/Chief Financial Officer/Treasurer/Assistant Treasurer of

        European Central Counterparty N.V.

        



 


[insert
applicable certification language]


 


..............................


 


 






		4	If
                                         this statement cannot be made, the certificate should identify any Default that is continuing
                                         and the steps, if any, being taken to remedy it.



 






    192


     


    

 


for and on
behalf of


 


name of
auditors of European Central Counterparty N.V.


 


 



    193


     


    





 


Schedule
8 


 


Timetables


 


Part
I


 


Revolving
Loans


"U"
= date of utilisation


 


"U -
X" = Business Days prior to date of utilisation


 


All times
are London time, unless otherwise stated.


 


	 	Loans
    in other currencies
	Request
    for approval as an Optional Currency, if required (Clause ‎‎
    4.3 (Conditions relating to Optional Currencies))	U-4

         

        3:00
        p.m.

        

	Agent
    notifies the Lenders of the request (Clause ‎‎
    4.3 (Conditions relating to Optional Currencies))	U-4

         

        4:00
        p.m.

        

	Responses
    by Lenders to the request (Clause ‎‎ 4.3 (Conditions
    relating to Optional Currencies))	U-3

         

        2:00
        p.m.

        

	Agent
    notifies the Company if a currency is approved as an Optional Currency in accordance with Clause ‎‎
    4.3 (Conditions relating to Optional Currencies)	U-3

         

        3:00
        p.m.

        



 






    194


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
    in U.S. 

    dollars	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility B	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility E	Loans
    in Danish

    Krone / Norwegian

    Krone / Swedish

    Krona
	Delivery
    of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request for Revolving Loans))	U-2

         

        2:00
        p.m.

         
	U-1

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         

        (Brussels
        time)

        

	Delivery
    of a duly completed Required Value Notice (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of
    Schedule 6 (Borrowing Base)) 	U-2

         

        2:00
        p.m.

         
	U-1

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         

        (Brussels
        time)

        

	Delivery
    of a CSV Collateral File (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
    Base))	U-2

         

        2:00
        p.m.

         
	U-1

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         
	U-2

         

        2:00
        p.m.

         

        (Brussels
        time)

        

	Facility
    Agent determines (in relation to a Utilisation) the Base Currency Amount of the Revolving Loan, if required under Clause 5.4
    (Lenders' participation in Revolving Loans) and notifies the Lenders of the Revolving Loan in accordance with Clause
    5.4 (Lenders' participation in Revolving Loans)	U-2

         

        5:00
        p.m.

         
	U-1

         

        5:00
        p.m.

         
	U-2

         

        5:00
        p.m.

         
	U-2

         

        5:00
        p.m.

         
	U-2

         

        5:00
        p.m.

         
	U-2

         

        5:00
        p.m.

         

        (Brussels
        time)

        




 






    195


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
    in U.S. 

    dollars	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility B	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility E	Loans
    in Danish

    Krone / Norwegian

    Krone / Swedish

    Krona
	LIBOR
    or EURIBOR is fixed	Quotation
                                         Day as of 11:00 a.m.

         

        (Brussels
        time)

        
	Quotation
    Day as of 11:00 a.m.	Quotation
    Day as of 11:00 a.m.	Quotation
                                         Day as of 11:00 a.m.

         

        (Brussels
        time)

        
	Quotation
                                         Day as of 11:00 a.m.

         

        (Brussels
        time)

        
	N/A
	Benchmark
    Rate is fixed for a Loan in a Non-LIBOR Currency	N/A	N/A	N/A	N/A	N/A	As
    specified as such in respect of that currency in Schedule 13 (Other Benchmarks)
	Facility
    Agent receives a notification from a Lender under Clause 7.2 (Unavailability of a currency)	N/A	Quotation
    Day 3:00 p.m.	Quotation
    Day 3:00 p.m.	Quotation
    Day 3:00 p.m.	Quotation
    Day 3:00 p.m.	Quotation
                                         Day

         

        3:00
        p.m.

         

        (Brussels
        time)

        

	Facility
    Agent gives notice in accordance with Clause 7.2 (Unavailability of a currency)	N/A	Quotation
    Day 5:00 p.m.	Quotation
    Day 5:00 p.m.	Quotation
    Day 5:00 p.m.	Quotation
    Day 5:00 p.m.	Quotation
                                         Day

         

        5:00
        p.m.

         

        (Brussels
        time)

        

	Security
    Agent and the Facility Agent receives a Collateral Report showing the Collateral Value will be equal to or greater than the
    Outstanding Facility Amount (taking into account the Proposed Loan)	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        11:00
        am

         

        (Brussels
        time)

        




 






    196


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
    in U.S. 

    dollars	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility B	Loans
    in

    Swiss Francs

    pursuant to

    Revolving

    Facility E	Loans
    in Danish

    Krone / Norwegian

    Krone / Swedish

    Krona
	Security
    Agent and the Facility Agent receives a Collateral Report showing the Collateral Value will be equal to or greater than the
    Outstanding Facility Amount (taking into account the Proposed Loan)	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        11:00
        am

         

        (Brussels
        time)

        

	Each
    Lender to make its participation in a Proposed Loan available to the Facility Agent	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        11:15
        a.m.

         

        (Brussels
        time)

        

	New
    Utilisation Request to be delivered if Collateral Value is less than Outstanding Facility Amount (taking into account the
    Proposed Loan)	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	N/A
	Facility
    Agent makes the Lenders' participation available to the Company if the Collateral Value is equal to or greater than the Outstanding
    Facility Amount (taking into account the Proposed Loan)	U

         

        3:30
        p.m.

         
	U

         

        3:30
        p.m.

         
	U

         

        3:30
        p.m.

         
	U

         

        3:30
        p.m.

         
	U

         

        3:30
        p.m.

         
	U

         

        12:45
        p.m.

         

        (Brussels
        time)

        

	Facility
    Agent notifies each Revolving Lender and the Company under Clause 10.6 (Notification of rates of interest)	Quotation
    Day

    as of 12:00 noon (Brussels time)	Quotation
                                         Day

                                         as of 12:00 noon

         

        (Brussels
        time)

        
	Quotation
    Day

    as of 12:00 noon	Quotation
                                         Day

         

        as
        of 12:00 noon

         

        (Brussels
        time)

        
	Quotation
                                         Day

                                         as of 12:00 noon

         

        (Brussels
        time)

        
	Quotation
    Day

    as of 12:00 noon (Brussels time)



 






    197


     


    

 


Part
II 




Swingline Loans


"U"
= date of utilisation


 


"U -
X" = Business Days prior to date of utilisation


 


All times
are London time, unless otherwise stated.


 


	 	Loans
    in other currencies
	Request
    for approval as an Optional Currency, if required (Clause ‎‎
    4.3 (Conditions relating to Optional Currencies))	U-4

         

        3:00
        p.m.

        

	Agent
    notifies the Lenders of the request (Clause ‎‎
    4.3 (Conditions relating to Optional Currencies))	U-4

         

        4:00
        p.m.

        

	Responses
    by Lenders to the request (Clause ‎‎ 4.3 (Conditions
    relating to Optional Currencies))	U-3

         

        2:00
        p.m.

        

	Agent
    notifies the Company if a currency is approved as an Optional Currency in accordance with Clause ‎‎
    4.3 (Conditions relating to Optional Currencies)	U-3

         

        3:00
        p.m.

        



 






    198


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
                                         in U.S. 

                                         dollars

        
	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility B	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility E	Loans
    in Danish

    Krone /

    Norwegian Krone /

    Swedish Krona
	Delivery
    of a duly completed Utilisation Request (Clause 6.1 (Delivery of a Utilisation Request for Swingline Loans))	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m. (New York time)

         
	U

         

        10.00
        a.m.

         
	U-1

         

        3:30
        p.m.

         
	U

         

        8:30
        a.m.

         

	Delivery
    of a duly completed Required Value Notice (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of
    Schedule 6 (Borrowing Base))	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m. (New York time)

        
	U

         

        10.00
        a.m.

        
	U-1

         

        3:30
        p.m.

         
	U

         

        8:30
        a.m.

         

	Delivery
    of a CSV Collateral File (paragraph 6 (Required Value Notice and CSV Collateral File) of Part I of Schedule 6 (Borrowing
    Base))	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m.

         
	U

         

        10:00
        a.m. (New York time)

        
	U

         

        10.00
        a.m.

         
	U-1

         

        3:30
        p.m.

         
	U

         

        8:30
        a.m.

         

	Relevant
    Swingline Agent determines (in relation to a Utilisation) the Base Currency Amount of the relevant Swingline Loan, if required
    under Clause 6.4 (Lenders' participation in Swingline Loans) and notifies the relevant Swingline Lenders of the amount
    of its participation in the 	U

         

        11:30
        a.m.

         
	U

         

        11:30
        a.m.

         
	U

         

        11:30
        a.m.

         

        (New
        York time)

         
	U

         

        11.30
        a.m.

         
	U-1

         

        5:00
        p.m.

         
	U

         

        10:00

         




 






    199


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
                                         in U.S. 

                                         dollars

        
	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility B	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility E	Loans
    in Danish

    Krone /

    Norwegian Krone /

    Swedish Krona
	Swingline
    Loan in accordance with Clause 6.4 (Lenders' participation in Swingline Loans)	 	 	 	 	 	 
	Swingline
    Rate (other than the Benchmark Rate) is fixed	Quotation
    Day as of 11:00 a.m. (Brussels time)	Quotation
    Day as of 11:00 a.m.	Quotation
    Day as of 11:00 a.m.	N/A	N/A	As
    specified as such in respect of that currency in Schedule 13 (Other Benchmarks)
	Benchmark
    Rate is fixed for a Loan in a Non-LIBOR Currency	N/A	N/A	N/A	N/A	N/A	As
    specified as such in respect of that currency in Schedule 13 (Other Benchmarks)
	Security
    Agent (with a copy to the Facility Agent and each other relevant Swingline Agent) receives a Collateral Report showing the
    Collateral Value will be equal to or greater than the Outstanding Facility Amount (taking into account the Proposed Loan)	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon (New York time)

        
	U

         

        12:00
        noon

        
	U

         

        12:00
        noon

         
	U

         

        12:00
        noon

         




 






    200


     


    

 


	 	Loans
    in

    euro	Loans
    in

    sterling	Loans
                                         in U.S. 

                                         dollars

        
	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility B	Loans
    in Swiss

    Francs pursuant

    to Swingline

    Facility E	Loans
    in Danish

    Krone /

    Norwegian Krone /

    Swedish Krona
	Each
    relevant Swingline Lender make its participation available to the relevant Agent	U

         

        1:00
        p.m.

         
	U

         

        1:00
        p.m.

         
	U

         

        1:00
        p.m. (New York time)

        
	U

         

        1:00
        p.m.

         
	U

         

        1:00
        p.m.

         
	U

         

        1:00
        p.m.

         

	New
    Utilisation Request to be delivered if Collateral Value is less than Outstanding Facility Amount (taking into account the
    Proposed Loan)	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         

        (New
        York time)

        
	U

         

        2:00
        p.m.

         
	U

         

        2:00
        p.m.

         
	U

         

        1:00
        p.m.

         

	The
    relevant Swingline Agent makes each relevant Swingline Lenders' participation available to the Company if the Collateral Value
    is equal to or greater than the Outstanding Facility Amount (taking into account the Proposed Loan)	U

         

        2:30
        p.m.

         
	U

         

        2:30
        p.m.

         
	U

         

        5:30
        p.m. (New York time)

        
	U

         

        2:30
        p.m.

        
	U

         

        2:30
        p.m.

        
	U

         

        2:00
        p.m.

         



 






    201


     


    

 



 


Schedule
9 


 


Form of Increase Confirmation


 


		To:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent,
                                         Citibank N.A., London Branch as Security Agent and European Central Counterparty N.V.
                                         as Company, for and on behalf of each Obligor



 


		From:	[the
                                         Increase Lender] (the "Increase Lender")



 


		Dated:	[                   ]



 


European Central
Counterparty N.V. – €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement
                                         have the same meaning in this Increase Confirmation unless given a different meaning
                                         in this Increase Confirmation.



 


		2.	We
                                         refer to Clause ‎‎2.2
                                         (Increase) of the Agreement.



 


		3.	The
                                         Increase Lender agrees to assume and will assume all of the obligations corresponding
                                         to the Commitments specified in the Schedule (the "Relevant Commitments")
                                         as if it had been an Original Lender under the Agreement in respect of the Relevant Commitments.



 


		4.	The
                                         proposed date on which the increase in relation to the Increase Lender and the Relevant
                                         Commitments is to take effect (the "Increase Date") is [                   ].



 


		5.	On
                                         the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.



 


		6.	The
                                         Facility Office and address, fax number and attention details for notices to the Increase
                                         Lender for the purposes of Clause ‎‎34.2
                                         (Addresses) of the Agreement are set out in the Schedule.



 


		7.	The
                                         Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred
                                         to in paragraph (g) of Clause ‎‎2.2
                                         (Increase) of the Agreement.



 


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



 


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



 


		10.	This
                                         Increase Confirmation has been entered into on the date stated at the beginning of this
                                         Increase Confirmation.



 






    202


     


    

 


THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Increase Lender


 


[Insert relevant details – including
in respect of a Swingline Commitment]


 


[Facility office address, fax number
and attention details for notices and account details for payments]


 


[Increase Lender]


 


By:


 


 


 


This Increase Confirmation is accepted
as an Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [                   ].


 


Facility Agent  


 


By:  



 






    203


     


    

 


Schedule
10 


 


Form of Accordion Increase
Request


 


 


		From:	European
                                         Central Counterparty N.V.

                                         Cboe Global Markets, Inc.



 


		To:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent



 


		Dated:	[                   ]



 


Dear Sirs


 


European Central Counterparty N.V.
 – €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is an Accordion Increase Request. Terms defined in the Agreement
                                         have the same meaning in this Accordion Increase Request unless given a different meaning
                                         in this Accordion Increase Request.



 


		2.	We
                                         wish to request an increase of the Total Revolving Facility Commitments on the following
                                         terms:



 


		 	Specify
                                         Facility/Facilities:	[                   ]



 


		 	Proposed
                                         Accordion Increase Date:	[                   ]
                                         (or, if that is not a Business Day, the next Business Day)



 


		 	Accordion
                                         Increase Amount:	[                   ]



 


		 	Total
                                         Commitments following increase:	[                   ]



 


		3.	The
                                         Accordion Increase Amount will be met by [the following existing Lenders increasing their
                                         Commitments in the amounts set out below] [and ][the following Accordion Increase Lenders
                                         acceding to the Agreement in respect of the relevant Commitments set out below:



 


	Lender
    or Accordion 

    Increase Lender	Current
    Revolving Facility

    [A/B/C/D/E] Commitment

    (if applicable)	Revolving
    Facility 

    Commitment [A/B/C/D/E]

    following increase
	[                   ]	[                   ]	[                   ]
	[                   ]	[                   ]	[                   ]


 


 


	Lender
    or Accordion

    Increase Lender	Current
    Swingline

    [A/B/[C/D/E] Facility 

    Commitment

     (if applicable)	Swingline
    [A/B/C/D/E]

    Commitment following

    increase
	[                   ]	[                   ]	[                   ]
	[                   ]	[                   ]	[                   ]


 






    204


     


    

 


		4.	This
                                         Accordion Increase Request is irrevocable.



 


 


 


Yours faithfully


 





 



 


authorised signatory for European Central
Counterparty N.V.


 


Yours faithfully


 





 



 


authorised signatory for Cboe Global Markets,
Inc.


 


 






    205


     


    

 


Schedule
11 


 


Form of Accordion Increase
Confirmation


 


 


		To:	Bank
                                         of America Merrill Lynch International Designated Activity Company as Facility Agent



 


European Central Counterparty
N.V. as Company and


 


Cboe Global Markets, Inc. as
Guarantor


 


		From:	[                   ]
                                         (the "Accordion Increase Lender")



 


		Dated:	[                   ]



 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

dated [                 ] (the "Agreement")


 


		1.	We
                                         refer to the Agreement. This is an Accordion Increase Confirmation. Terms defined in
                                         the Agreement have the same meaning in this Accordion Increase Confirmation unless given
                                         a different meaning in this Accordion Increase Confirmation.



 


		2.	We
                                         refer to Clause 2.3 (Increase – Accordion Option) of the Agreement.



 


		3.	The
                                         Accordion Increase Lender agrees to assume and will assume all of the obligations corresponding
                                         to the Commitment specified in the Schedule (the "Relevant Commitment")
                                         as if it was an Original Lender under the Agreement.



 


		4.	The
                                         proposed date on which the increase in relation to the Accordion Increase Lender and
                                         the Relevant Commitment is to take effect is [                   ].



 


		5.	On
                                         the Accordion Increase Date, the Accordion Increase Lender becomes a Party to the Finance
                                         Documents as a "Lender".



 


		6.	The
                                         Facility Office and address, fax number and attention details for notices to the Accordion
                                         Increase Lender for the purposes of Clause 34.2 (Addresses) of the Agreement are
                                         set out in the Schedule hereto.



 


		7.	The
                                         Accordion Increase Lender expressly acknowledges the limitations on the Lenders' obligations
                                         referred to in paragraph (k) of Clause 2.3 (Increase – Accordion Option)
                                         of the Agreement.



 


		8.	The
                                         Accordion Increase Lender confirms, for the benefit of the Facility Agent and each Swingline
                                         Agent and without liability to any Obligor, that it is [a Qualifying Lender (other than
                                         a Treaty Lender)].



 


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



 


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



 


		11.	This
                                         Accordion Increase Confirmation has been entered into on the date stated at the beginning
                                         of this Accordion Increase Confirmation.



 






    206


     


    

 


Note: The execution of this Accordion
Increase Confirmation may not be sufficient for the Accordion Increase Lender to obtain the benefit of guarantees and security
provided in respect of the Agreement in all jurisdictions. It is the responsibility of the Accordion Increase Lender to ascertain
whether any other documents or other formalities are required to obtain the benefit of any security/guarantees in any jurisdiction
and, if so, to arrange for execution of those documents and completion of those formalities.


 






    207


     


    

 


THE SCHEDULE


 


Relevant Commitment/rights and obligations
to be assumed by the Accordion Increase Lender


 


[Insert relevant details – including
in respect of a Swingline Commitment]


 


[Facility Office address, fax number
and attention details for notices and account details for payments]


 


[Accordion Increase Lender]


 


By:


 


This Accordion Increase Confirmation is
accepted as an Accordion Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Accordion Increase
Date is confirmed as [                   ].


 


Facility Agent


 


By:


 






    208


     


    

 


Schedule
12 


 


Designated Entities


 


Part
I


 


List of
Designated Entities


 


	Name
    of Appointing Lender	Designated
    Entity	Jurisdiction/Currency
    in relation to which the Designated Entity will participate in Loans
	Bank
    of America Merrill Lynch International Designated Activity Company	Bank of America,
    N.A.	USD
	Citibank,
    N.A., London Branch	Citibank, N.A.,
    New York Branch	USD (in relation
    to Swingline Facility E only)


 






    209


     


    

 


Part
II 


 


Form of Designated Entity
Accession Agreement


 


		To:	Bank of America Merrill
                                         Lynch International Designated Activity Company as Facility Agent



 


		From:	[Designated Entity]
                                         and [Appointing Lender]



 


		Date:	[                   ]



 


European Central Counterparty N.V. –
 €1,500,000,000 Facility Agreement

dated [                   ]
(the "Agreement")


 


		1.	Words
                                         and expressions defined in the Agreement have the same meaning in this Designated Entity
                                         Accession Agreement.



 


		2.	We
                                         refer to Clause 2.5 (Designated Entities) of the Agreement. This is a Designated
                                         Entity Accession Agreement.



 


		3.	The
                                         Appointing Lender designates the Designated Entity as its Facility Office for the purposes
                                         of participating in Loans to the Company in [currency].



 


		4.	[Name
                                         of Designated Entity] agrees to become a party to and to be bound by the terms of the
                                         Agreement as a Designated Entity.



 


		5.	For
                                         the purposes of Clause 34 (Notices) of the Agreement, the Designated Entity's
                                         address for notices is:



 


[                   ]


 


		6.	This
                                         Designated Entity Accession Agreement and any non-contractual obligations arising in
                                         connection with it are governed by English law.



 


[Designated Entity]


 


By:


 


[Appointing Lender]


 


By:


 


Bank of America Merrill Lynch International Designated Activity
Company


 






    210


     


    

 


Schedule
13 


 


Other Benchmarks


 


Part
I


 


CIBOR
 – Copenhagen Interbank Offered Rate


 


CIBOR Currency   


 


	CURRENCY:	Danish Krone.





 


	Definitions	 
	Business Day / Swingline Business Day:	Any day on which banks
    are open for general business in Copenhagen.
	Business Day Conventions (definition of "Month"
    and Clause 11.3 (Non-Business Days)):	(a)        
    If any period is expressed to accrue by reference to a Month or any number of Months
    then, in respect of the last Month of that period:
	 	(i)           
    if the numerically corresponding day is not a Business Day, that period shall end on
    the next Business Day 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; and
	 	(ii)          
    if there is no numerically corresponding day in the calendar month in which that period
    is to end, that period shall end on the last Business Day in that calendar month.
	 	(b)        
    If an Interest Period would otherwise end on a day which is not a Business Day, that
    Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business
    Day (if there is not). 
	Fallback Interest Period:	1 week
	Quotation Day:	Two Business
    Days before the first day of that period (unless market practice differs in the Relevant Market, in which case the Quotation
    Day 



 






    211


     


    

 


	 	will be determined by the Facility Agent in accordance with market
    practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be
    the last of those days)).
	Relevant Market:	The Danish interbank market.
	Screen Rate:	In
                                         relation to CIBOR, the Copenhagen interbank offered rate administered by the Danish Bankers'
                                         Association (or any other person which takes over the administration of that rate) for
                                         the relevant period displayed (before any correction, recalculation or republication
                                         by the administrator) on the Thomson Reuters screen. If such service ceases to be available,
                                         the Facility Agent may specify another service, displaying the relevant rate after consultation
                                         with the Company and the relevant Revolving Facility C Lenders and the relevant Swingline
                                         Facility C Lenders.

         

	Rate fixing timings	1 week.
	Time at which Benchmark Rate and the Swingline
    Rate is fixed (Schedule 8 (Timetables)):	In respect of the Screen
    Rate, Quotation Day 11:00 a.m. (Brussels time).
	 	 
	Deadline for Lenders to report market disruption
    (Clause 12.2 (Market disruption – Revolving Loans)):	Close
                                         of business in Copenhagen on the Quotation Day for the relevant Interest Period.

         



 






    212


     


    

 


Part
II


 


NIBOR
 – Norwegian Interbank Offered Rate


 


	NIBOR
                                         Currency 

         

        CURRENCY:

         
	 

         

        Norwegian Krone.

         

	Definitions	 
	Business Day / Swingline Business Day:	Any day on which banks
    are open for general business in Norway.
	Business Day Conventions (definition of "Month"
    and Clause 11.3 (Non-Business Days)):	(a)        
    If any period is expressed to accrue by reference to a Month or any number of Months
    then, in respect of the last Month of that period:
	 	(i)           
    if the numerically corresponding day is not a Business Day, 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; and
	 	(ii)          
    if there is no numerically corresponding day in the calendar month in which that period
    is to end, that period shall end on the last Business Day in that calendar month.
	 	(b)        
    If an Interest Period would otherwise end on a day which is not a Business Day, that
    Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business
    Day (if there is not). 
	Fallback Interest Period:	1 week
	Quotation Day:	Two Business Days before
    the first day of that period (unless market practice differs in the Relevant Market, in which case the Quotation Day will
    be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally
    be given 



 






    213


     


    

 


	 	on more than one day, the Quotation Day will be the last of those days)).
	Relevant Market:	The Norwegian interbank market.
	Screen Rate:	In relation
    to NIBOR, the Norwegian interbank offered rate administered by Finansielle Referanser AS (NoRe) (or any other person which
    takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication
    by the administrator) on the Thomson Reuters screen; If such service ceases to be available, the Facility Agent may specify
    another service, displaying the relevant rate after consultation with the Company, the relevant Revolving Facility C Lenders
    and the relevant Swingline Facility C Lenders.
	Rate fixing timings	1 week.
	Time at which Benchmark Rate and the Swingline
    Rate is fixed (Schedule 8 (Timetables)):	In respect of the Screen
    Rate, Quotation Day 12:00 (Brussels time).
	Deadline for Lenders to report market disruption
    (Clause 12.2 (Market disruption – Revolving Loans)):	Close of business in Oslo
    on the Quotation Day for the relevant Interest Period.


 






    214


     


    

 


Part
III 


 


STIBOR – Stockholm
Interbank Offered Rate


	STIBOR
                                         Currency 

         

        CURRENCY:

         
	 

         

        Swedish Krona.

         

	Definitions	 
	Business Day/Swingline Business Day:	Any day on which banks are open
    for general business in Stockholm.
	Business Day Conventions (definition of "Month"
    and Clause 11.3 (Non-Business Days)):	No rules specified.
	Fallback Interest Period:	1 week
	Quotation Day:	Two Business
    Days before the first day of that period (unless market practice differs in the Relevant Market, in which case the Quotation
    Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally
    be given on more than one day, the Quotation Day will be the last of those days)).
	Relevant Market:	The Swedish interbank market.
	Screen Rate:	In
    relation to STIBOR, the Stockholm interbank offered rate administered by the Swedish Bankers' Association (or any other person
    which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation
    or republication by the administrator) on the Thomson Reuters screen. If such service ceases to be available, the Agent may
    specify another service, displaying the relevant rate after consultation with the Company, the relevant Revolving Facility
    C Lenders and the relevant Revolving Swingline Facility C Lenders.
	Rate fixing timings	U-2
	Time at which Benchmark Rate and the Swingline
    Rate is fixed (Schedule 8 (Timetables)):	In respect
    of the Screen Rate, Quotation Day 11:00 a.m. (Brussels time).
	Deadline for Lenders to report market disruption
    (Clause 12.2 (Market disruption – Revolving Loans)):	Close of business
    in Stockholm on the Quotation Day for the relevant Interest Period.
	 	 	 







    215


     


    

 


The Company


 


European Central Counterparty N.V.


 


		Address:	World
                                         Trade Center, Tower I, Level 3



 


Strawinskylaan
1847, 1077 XX Amsterdam


 


The Netherlands


 


		Email:	compliance@euroccp.com



 


		Tel:	+31 20 5703300



 


		Attention:	Corporate Secretary



 


	By:	/s/ A.C. Siegmann	 



 


Name: A.C. Siegmann


 


	By:	/s/
                                         C.I. Nagel	 



 


Name: C.I. Nagel


 


[EuroCCP Facilities
Agreement – Signature Pages]


 






    


     


    

 


The Guarantor


 


Cboe Global Markets, Inc.


 


	Address:	400 South LaSalle Street, Chicago,
                                         Illinois 60605



 


	Fax No:	N/A



 


	Attention:	Brian N. Schell



 


	By:	/s/
                                         Brian N. Schell	 



 


	Name:	Brian N. Schell, Executive Vice President,

                                         Chief Financial Officer and Treasurer



 


[EuroCCP Facilities
Agreement – Signature Pages]


 






    


     


    

 


Co-ordinator


 


Bank of America Merrill Lynch International
Designated Activity Company


 


	By:	/s/
                                         Scot P. Mitchell	 



 


	Name:	Scot P. Mitchell

Managing Director



 


[EuroCCP Facilities
Agreement – Signature Pages]


 






    


     


    

 


Bookrunner Mandated Lead Arrangers 


 


Bank of America Merrill Lynch International
Designated Activity Company


 


	By:	/s/
                                         Scot P. Mitchell	 



 


	Name:	Scot P. Mitchell

Managing Director



 


Bank of China Limited, London Branch


 


	By:	/s/
                                         Yan Wang	 



 


	Name:	Yan Wang



 


	By:	/s/
                                         DongFang Shi	 


 


	Name:	DongFang Shi



 


Barclays Bank PLC


 


	By:	/s/
                                         Chris Bicheno	 



 


	Name:	Chris Bicheno



 


Citigroup Global Markets Limited


 


	By:	/s/
                                         Andrew Mason	 



 


	Name:	Andrew Mason,

Director



 


Deutsche Bank Luxembourg S.A.


 


	By:	/s/
                                         M. Lewalski	 



 


	Name:	M. Lewalski



 


	By:	/s/
                                         Banu Kologlu	 


 


	Name:	Banu Kologlu



 


Goldman Sachs Bank USA


 


	By:	/s/
                                         Ryan Durkin	 



 


	Name:	Ryan Durkin



 


[EuroCCP Facilities
Agreement – Signature Pages]


 






    


     


    

 


J.P. Morgan Securities plc


 


 


 


	By:	/s/
                                         Lorenzo Bettini	 



 


	Name:	 Lorenzo Bettini



 


Nordea Danmark, Filial af Nordea Bank Abp,
Finland


 


	By:	/s/
                                         Julie Ellneby	 



 


	Name:	Julie Ellneby


 


	By:	/s/
                                         Tine Monster	 


 


	Name:	Tine Monster



 


Royal Bank of Canada


 


	By:	/s/
                                         Philip Ball	 



 


	Name:	Philip Ball, 

Managing Director, Corporate Banking



 


The Toronto-Dominion Bank, London Branch


 


	By:	/s/
                                         Philip Bates	 



 


	Name:	Philip Bates, 

MD & Head European Corporate Banking



 


[EuroCCP Facilities
Agreement – Signature Pages]


 






    


     


    

 



 


Mandated Lead Arrangers 


 


 


Industrial and Commercial Bank of China
Limited London Branch


 


 


	By:	/s/ Ying Shi	 
	 	 	 
	Name:	Ying Shi

    DGM	 




 


	By:	/s/ Graeme Tosen	 
	 	 	 
	Name:	Graeme Tosen

    CFO	 





 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


Sumitomo
Mitsui Banking Corporation Europe Limited


 


	By:	/s/ mtakanashi	 
	 	      	 
	Name:	mtakanashi	 




 


 


	By:	/s/ Taku Kimura	 
	 	      	 
	Name:	Taku Kimura	 





 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Original Revolving Lenders	 
	 	 
	 	 
	Bank
    of America Merrill Lynch International Designated Activity Company	 
	 	 
	 	 
	By:	/s/ Stephen Elliott	 
	 	 
	Name:	Stephen Elliott	 
	 	 
	 	 
	 	 
	Bank
    of China Limited, London Branch	 
	 	 
	 	 
	By:	/s/ Yan Wang	 
	 	 
	Name:	Yan Wang	 
	 	 



 


	By:	/s/ DongFang Shi	 



 


	Name:	DongFang Shi	 



 


	 	 
	 	 
	Barclays
    Bank PLC	 
	 	 
	 	 
	By:	/s/ Chris Bicheno	 
	 	 
	Name:	Chris Bicheno	 
	 	 
	 	 
	 	 
	Citibank,
    N.A., London Branch	 
	 	 
	 	 
	By:	/s/ Andrew Mason	 
	 	 
	Name:	Andrew Mason, 

    Director	 
	 	 
	 	 
	 	 
	Deutsche
    Bank Luxembourg S.A.	 
	 	 
	 	 
	By:	/s/ M. Lewalski	 
	 	 
	Name:	M. Lewalski	 




 


	By:	/s/ Banu Kologlu	 



 


	Name:	Banu Kologlu	 



 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	Goldman
    Sachs Bank USA	 
	 	 
	 	 
	By:	/s/ Ryan Durkin	 
	 	 
	Name:	Ryan Durkin	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	Industrial
    and Commercial Bank of China Limited London Branch
	 
	 
	By:	/s/ Ying Shi	 
	 
	Name:	Ying Shi

    DGM    	 




 


	By:	/s/ Graeme Tosen	 



 


	Name:	Graeme Tosen

    CFO    	 



 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	JPMorgan
    Chase Bank, N.A., London Branch	 
	 	 
	 	 
	By:	/s/ Lorenzo Bettini	 
	 	 
	Name:	Lorenzo Bettini	 
	 	 
	 	 
	 	 
	Nordea
    Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	 	 
	By:	/s/ Julie Ellneby	 
	 	 
	Name:	Julie Ellneby	 



 


	By:	/s/ Tine Monster	 



 


	Name:	Tine Monster	 



 


	 	 
	 	 
	 	 
	Royal
    Bank of Canada	 
	 	 
	 	 
	By:	/s/ Philip Ball	 
	 	 
	Name:	Philip Ball,

    Managing Director, Corporate Banking	 
	 	 
	 	 
	 	 
	 	 
	Sumitomo
    Mitsui Banking Corporation, Brussels Branch	 
	 	 
	 	 
	By:	/s/ Shohei Shiraishi	 
	 	 
	Name:	Shohei Shiraishi	 
	 	Managing Director	 




 


	By:	/s/ Nadine Boudart	 



 


	Name:	Nadine Boudart	 



 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Toronto-Dominion Bank, London Branch	 
	 	 
	 	 
	By:	/s/ Philip Bates	 
	 	 
	Name:	Philip Bates,

    MD & Head European Corporate Banking           	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Original Swingline Lenders	 
	 	 
	 	 
	Bank
    of America Merrill Lynch International Designated Activity Company	 
	 	 
	 	 
	By:	/s/ Stephen Elliott	 
	 	 
	Name:	Stephen Elliott	 
	 	 
	 	 
	 	 
	Bank
    of China Limited, London Branch	 
	 	 
	 	 
	By:	/s/ Yan Wang	 
	 	 
	Name:	Yan Wang	 



 


	By:	/s/ DongFang Shi	 



 


	Name:	DongFang Shi	 



 


	 	 
	 	 
	Barclays
    Bank PLC	 
	 	 
	 	 
	By:	/s/ Chris Bicheno     	 
	 	 
	Name:	Chris Bicheno	 
	 	 
	 	 
	 	 
	Citibank,
    N.A., London Branch	 
	 	 
	 	 
	By:	/s/ Andrew Mason	 
	 	 
	Name:	Andrew Mason, 

    Director	 
	 	 
	 	 
	 	 
	Deutsche
    Bank Luxembourg S.A.	 
	 	 
	 	 
	By:	/s/ M. Lewalski	 
	 	 
	Name:	M. Lewalski	 




 


	By:	/s/ Banu Kologlu	 



 


	Name:	Banu Kologlu	 



 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	Deutsche
    Bank AG New York Branch (as an original swingline lender for USD loans only)	 
	 	 
	By:	/s/ Ming K. Chu	 
	 	 
	Name:	Ming K. Chu

    Director	 



 


	By:	/s/ Annie Chung	 



 


	Name:	Annie Chung

    Director	 



 


	 	 
	 	 
	Goldman
    Sachs Bank USA	 
	 	 
	 	 
	By:	/s/ Ryan Durkin	 
	 	 
	Name:	Ryan Durkin	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	Industrial
    and Commercial Bank of China Limited London Branch	 
	 	 
	 	 
	By:	/s/ Ying Shi	 
	 	 
	Name:	Ying Shi

    DGM     	 




 


	By:	/s/ Graeme Tosen	 



 


	Name:	Graeme Tosen
 CFO     	 



 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	JPMorgan
    Chase Bank, N.A., London Branch	 
	 	 
	 	 
	By:	/s/ Lorenzo Bettini	 
	 	 
	Name:	Lorenzo Bettini	 
	 	 
	 	 
	 	 
	Nordea
    Danmark, Filial af Nordea Bank Abp, Finland	 
	 	 
	 	 
	By:	/s/ Julie Ellneby	 
	 	 
	Name:	Julie Ellneby	 



 


	By:	/s/ Tine Monster	 



 


	Name:	Tine Monster	 



 


	 	 
	 	 
	 	 
	Royal
    Bank of Canada	 
	 	 
	 	 
	By:	/s/ Philip Ball	 
	 	 
	Name:	Philip Ball,

    Managing Director, Corporate Banking	 
	 	 
	 	 
	 	 
	Sumitomo
    Mitsui Banking Corporation, Brussels Branch	 
	 	 
	By:	/s/ Shohei Shiraishi	 
	 	 
	Name:	Shohei Shiraishi

    Managing Director	 



 


	By:	/s/ Nadine Boudart	 



 


	Name:	Nadine Boudart	 



 


	 	 
	 	 
	 	 
	The
    Toronto-Dominion Bank, London Branch	 
	 	 
	By:	/s/ Philip Bates	 
	 	 
	Name:	Philip Bates,

    MD & Head European Corporate Banking           	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	Designated
    Entities	 
	 	 
	 	 
	Bank
    of America, N.A.	 
	 	 
	 	 
	By:	/s/ Mitchell Wang	 
	 	 
	Name:	Mitchell Wang     	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


 


	Citibank, N.A., New York Branch (as a Designated
    Entity for USD drawdowns in respect of Swingline Facility E only)	 
	 	 
	 	 
	By:	/s/ Ciaran Small	 
	 	 
	Name:	Ciaran Small     	 


 


[EuroCCP
Facilities Agreement – Signature Pages]


 






     


     


    

 


	The
    Facility Agent
	 
	Bank
    of America Merrill Lynch International Designated Activity Company
	 
	Address:	Two
    Park Place Hatch Street, Dublin Ireland
	 
	Email:	EMEA.7115LoansAgency@bankofamerica.com
	 
	Fax
    No:	0208
    313 2149
	 
	Attention:	Loans
    Agency Servicing



 


 


	By:	/s/ Joanna
    Harris	 
	 	 
	Name:	Joanna Harris

    Assistant Vice President	 







 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The Security Agent
	 
	Citibank N.A., London Branch
	 
	Address:	6th Floor CGC1, Citigroup Centre, Canada
    Square, London E14 5LB
	 
	Email:	issuerpfla@citi.com
	 
	Attention:	PFLA Team, Agency & Trust




 


 


	By:	/s/ Justin Ng	 
	 	 
	Name:	Justin Ng 

    Director	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    U.S. Dollar Swingline Agent
	 
	Bank
    of America, N.A.
	 
	Address:
    	GATEWAY
    VILLAGE-900 BUILDING, 900 W TRADE ST, CHARLOTTE, NC, 28255-0001, United States of America
	 	 
	Email:
    	melanie.brichant@bofa.com
	 
	Fax
    No:	+1
    704 409 0550
	 
	Attention:	Melanie
    Brichant




 


 


	By:	/s/ Albert Wheeler	 
	 	 
	Name:	Albert Wheeler, 

    Vice President	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Euro/£ Swingline Agent
	 
	Bank
    of America Merrill Lynch International Designated Activity Company
	 
	Address:	Two
    Park Place Hatch Street, Dublin Ireland
	 
	Email:
    	EMEA.7115LoansAgency@bankofamerica.com
	 
	Fax
    No:	0208
    313 2149
	 
	Attention:
    	Loans
    Agency Servicing






 


 


	By:	/s/ Joanna Harris	 
	 	 
	Name:	Joanna Harris

    Assistant Vice President	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Swiss Francs Swingline Agent
	 
	Bank
    of America Merrill Lynch International Designated Activity Company
	 
	Address:	Two
    Park Place Hatch Street, Dublin Ireland
	 
	Email:
    	EMEA.7115LoansAgency@bankofamerica.com
	 
	Fax
    No:	0208
    313 2149
	 
	Attention:
    	Loans
    Agency Servicing




 


 


 


	By:	/s/ Joanna Harris	 
	 	 
	Name:	Joanna Harris

    Assistant Vice President	 




 


[EuroCCP
Facilities Agreement – Signature Pages]


 






    	 	 	 



     


    

 


	The
    Danish Krone/Norwegian Krone/Swedish Krona Swingline Agent
	 
	Nordea
    Danmark, Filial Af Nordea Bank Abp, Finland
	 
	Address:
    	Grønjordsvej
    10, 2300 Copenhagen
	 
	Email:	tine.scharling@nordea.com
	 
	Fax
    No:	N.A.
	 
	Attention:	Tine
    Scharling, Structured Loan Services




 


 


	By:	/s/ Tine Scharling	 
	 	 
	Name:	Tine Scharling	 




 


	By:	/s/ Tine L. Monster	 
	 	 
	Name:	Tine L. Monster	 


 


[EuroCCP
Facilities Agreement – Signature Pages]