Soho House & Co (SHCO) DRS/ADraft registration statement (amended)

SOHO HOUSE & CO LIMITED (formerly known as Soho House Group Limited), a company incorporated in Jersey with registered number 109634 (the “Parent”);

SOHO HOUSE BOND LIMITED, a company incorporated in Jersey with registered number 112133 (the “Company” and the “Original Issuer”);

THE COMPANIES listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”);

THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as original notes purchasers (the “Original Notes Purchasers”);

GLOBAL LOAN AGENCY SERVICES LIMITED as agent of the other Finance Parties (the “Agent”); and

GLAS TRUST CORPORATION LIMITED as security trustee and security agent for the Secured Parties (the “Collateral Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

each Finance Party or any Affiliate of a Finance Party (provided that such person is a bank or financial institution);

a bank or financial institution which has a long-term unsecured rating of BBB or higher by S&P or Fitch or Baa2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency;

any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Noteholders); or

any other bank or financial institution providing banking services to a business or entity acquired by a member of the Group, provided that such services are terminated and moved to a bank or financial institution falling under another limb of this definition within 3 months of completion of the relevant acquisition.

in relation to an Additional Facility Noteholder, the amount in the Base Currency set out in each Additional Facility Notice signed by that Additional Facility Noteholder and the amount of any other Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Noteholder, the amount of any Additional Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase).

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange), the spot rate (or derived spot rate, as the case may be) for the purchase of the relevant currency with the Base Currency reported by Bloomberg L.P. which appears on Bloomberg Screen BFIX under caption “MID” at or about 11:00 a.m. on a particular day or, if such rate is not available, any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

the US Foreign Corrupt Practices Act, 15 U.S.C. §78-dd-1, et seq., as amended;

the UK Bribery Act 2010; and

any law, rule, regulation or other legally binding measure that implements the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or that otherwise prohibits bribery or corruption.

in relation to Facility A, the period from and including the date of this Agreement to (and including) the earlier of (i) the date falling 15 Business Days after the date of this Agreement (as such date may be extended from time to time with the consent of the Agent (acting on the instruction of the Noteholders (each acting reasonably))) and (ii) the Closing Date;

in relation to Facility A1, the period from and including the Closing Date to and including the first anniversary of the Closing Date; and

in relation to the Additional Facility, the period specified as such in the Additional Facility Notice relating to that Additional Facility, which shall not extend beyond the Termination Date for Facility A.

the Base Currency Amount of the Note(s) then held by such Noteholder under that Facility; and

in relation to any proposed Notes Subscription, the Base Currency Amount of any other Notes that are due to be subscribed for by such Noteholder on or before the proposed Notes Subscription Date.

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;

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

in relation to the United Kingdom, the UK Bail-In Legislation.

for Facility A (EUR), EUR;

for Facility A (GBP), GBP;

for Facility A (USD) and Facility A1, USD; and

in relation to any Additional Facility, as agreed between the Company and the applicable Additional Facility Noteholders.

that cash is repayable on demand or within 30 days after the relevant date of calculation;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Restricted Group or of any other person whatsoever or on the satisfaction of any other condition (other than the giving of any notice);

there is no Security over that cash except for Transaction Security or any Permitted Lien (i) constituted by a netting or set-off arrangement entered into by members of the

the cash is capable of being applied and (except as mentioned in paragraph (a) above) immediately made available to be applied in redemption of the Facilities.

any member of the Group or its advisers; or

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

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

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

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

purchases by way of transfer;

enters into any sub-participation in respect of; or

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

which has failed to subscribe for Notes in a Notes Subscription or has notified the Agent that it will not subscribe for Notes in a Notes Subscription by the Notes Subscription Date for those Notes in accordance with Clause 5.4 (Noteholders’ subscription);

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Noteholder is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the Noteholders that this is the case.

designated on the OFAC list of “Specially Designated Nationals and Blocked Persons” or list of “Foreign Sanctions Evaders”, the Consolidated List of Financial Sanctions Targets in the UK administered by HM Treasury, the European Union’s Consolidated Financial Sanctions List or on any list of targeted persons issued under the Economic Sanctions Law of any other country;

that is, or is part of, a government of a Sanctioned Territory;

owned or controlled by, or acting on behalf of, any of the foregoing;

located within or operating from a Sanctioned Territory;

otherwise targeted under any Economic Sanctions Law; or

which a Finance Party has informed the Company in writing that it is prohibited from dealing with or otherwise engaging in any transaction by any Economic Sanctions Law.

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

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:

from performing its payment obligations under the Finance Documents; or

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

the Margin applicable to the relevant Facility; and

the amount of any applicable original issue discount, upfront fees, closing payments, or similar payable in connection with the relevant Facility (converted to interest assuming a three-year average life and without any present value discount),

any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event;

the filing of a notice of intent to terminate any Employee Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041(c) of ERISA;

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

the failure to make a required contribution to any Employee Plan that would reasonably be expected to result in the imposition of an encumbrance under Section 412 of the Code, or a filing under Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan or Multiemployer Plan;

an engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA;

the complete or partial withdrawal of any Obligor or any ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan or Multiemployer Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

a determination that any Employee Plan is, or is expected to be, in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); and

the receipt by an Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, “insolvent” within the meaning of Section 4245 of ERISA or in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA.

the senior facilities agreement originally dated 22 April 2017 between, amongst others, Soho House & Co Limited as parent, Soho House Bond Limited as company, Global Loan Agency Services Limited as agent and GLAS Trust Corporation Limited as collateral agent, as amended and/or amended and restated from time to time; and

the outstanding indebtedness of the Group under the U.S. Small Business Administration Paycheck Protection Program.

for any period prior to (and excluding) the date falling 18 Months after the Closing Date, 6.1572 per cent. per annum; and

for any period from (and including) the date falling 18 Months after the Closing Date:

if a Listing has not occurred, 7.5826 per cent. per annum; and

if a Listing has occurred, 6.1572 per cent. per annum.

in relation to an Original Notes Purchaser, the amount set out in Part 2 of Schedule 1 (The Original Parties) as its Facility A (EUR) Commitment, and the amount of any other Facility A (EUR) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Noteholder, the amount of any Facility A (EUR) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase).

in relation to an Original Notes Purchaser, the amount set out in Part 2 of Schedule 1 (The Original Parties) as its Facility A (GBP) Commitment, and the amount of any other Facility A (GBP) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Noteholder, the amount of any Facility A (GBP) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase).

in relation to an Original Notes Purchaser, the amount set out in Part 2 of Schedule 1 (The Original Parties) as its Facility A (USD) Commitment, and the amount of any other Facility A (USD) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Noteholder, the amount of any Facility A (USD) Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase).

in relation to an Original Notes Purchaser the amount set out in Part 2 of Schedule 1 (The Original Parties) as its Facility A1 Commitment, and the amount of any other Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Noteholder, the amount of any Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase).

for any period prior to (and excluding) the date falling 18 Months after the Closing Date, 6.375 per cent. per annum; and

for any period from (and including) the date falling 18 Months after the Closing Date:

if a Listing has not occurred, 7.875 per cent. per annum; and

if a Listing has occurred, 6.375 per cent. per annum.

in respect of a Noteholder, the office or offices notified by that Noteholder to the Agent in writing on or before the date it becomes a Noteholder (or, following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

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

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

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

any agreement pursuant to the implementation of paragraphs (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.

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

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 as a result of any change in FATCA.

the Initial Closing Payment Letter;

any letter or letters dated on or about the date of this Agreement between the Agent and the Company or the Collateral Agent and the Company setting out any of the fees or closing payments referred to in Clause 15 (Fees and Closing Payments);

any agreement setting out fees or closing payments payable to a Finance Party referred to in paragraph (e) of Clause 2.2 (Increase) of this Agreement or under any other Finance Document; and

any agreement setting out fees or closing payments payable in respect of an Additional Facility.

Turkey, Israel, China (excluding for this purpose the Special Administrative Region of Hong Kong) and Indonesia; and

162 & 164 Chiswick High Road, London, W4 1PR with title number NGL317735;

166 Chiswick High Road, London, W4 1PR with title number NGL330524;

168 Chiswick High Road, London, W4 1PR with title number MX398338;

Land at the Back of 168 Chiswick High Road, London, W4 1PR with title number AGL147982; and

170 Chiswick High Road, London, W4 1PR with title number AGL66171.

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;

the Agent otherwise rescinds or repudiates a Finance Document;

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

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

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

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

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

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

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

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

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

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

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

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

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

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

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

the time barring of claims under the Limitation Acts and other applicable statutes of limitation, 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;

the accessory nature of certain German law governed Security;

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

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

in relation to a Facility A Note, the aggregate of:

the Facility A Cash Margin; and

the Facility A PIK Margin; and

in relation to a Facility A1 Note, the aggregate of:

the Facility A1 Cash Margin; and

the Facility A1 PIK Margin; and

in relation to any Additional Facility Note, the percentage rate per annum specified as such in the relevant Additional Facility Notice.

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

the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents (taking into account the financial resources available to the Obligors from other members of the Group); or

subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of, or effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents in a manner or to an extent materially adverse to the interests of the Noteholders taken as a whole under the Finance Documents.

the mezzanine loan agreement dated on or about 27 February 2019 and made between Beach House Holdco, LLC, as borrower, and Citi Real Estate Funding Inc., as lender; and

the loan agreement dated on or about 27 February 2019 and made between Beach House Owner, LLC, as borrower, and Nonghyup Bank, acting in its capacity as the trustee of Kim Miami Hotel Private Placement Real Estate Investment Trust No. 2, as lender.

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

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

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

any Original Notes Purchaser; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Noteholder in accordance with Clause 2.2 (Increase), Clause 2.3 (Additional Facility) or 27 (Changes to the Noteholders),

an Issuer; or

a Guarantor.

a solvent re-organisation (including, without limitation, pursuant to a solvent winding- up where the assets of the relevant company, after paying its liabilities, are distributed to its shareholders, as well as any amalgamation, demerger, merger, consolidation or other corporate reconstruction) involving the business or assets of, or shares of (or other interests in), any member of the Group (other than the Company) where:

all of the business, assets and shares of (or other interests in) the relevant member of the Group continues to be owned directly or indirectly by the Company in the same or a greater percentage as prior to such reorganisation, save for:

the shares of (or other interests in) any member of the Group which has been merged into another member of the Group or which has otherwise ceased to exist (including, for example, by way of the collapse of a solvent partnership or solvent winding up of a corporate entity) as a result of a such reorganisation; or

any business, assets and shares of (or other interests in) relevant members of the Group which cease to be owned:

as a result of a disposal or merger or other step permitted under, but subject always to the terms of, this Agreement; or

as a result of a cessation of business or solvent winding up of a member of the Group in conjunction with a distribution of all or substantially all of its assets remaining after settlement of its liabilities to its immediate shareholder(s) or other persons directly holding partnership or other ownership interests in it; or

as a result of a disposal of shares (or partnership or other ownership interests) in a member of the Group required to comply with applicable laws, provided that any such disposal is limited to the minimum amount required to comply with such applicable laws; and

the Finance Parties (or the Collateral Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods and other than from any entity

any reorganisation involving the business or assets of, or shares of (or other interests in) any member of the Group which is implemented to comply with any applicable law or regulation (including all intermediate steps or actions necessary to implement such reorganisation) provided that the Company shall use reasonable endeavours to ensure that the Finance Parties (or the Collateral Agent on their behalf) will continue to have the same or substantially equivalent (ignoring for the purposes of assessing such equivalency any limitations required in accordance with the Agreed Security Principles or hardening periods provided further that the Company shall use reasonable endeavours to mitigate any reset of hardening periods) guarantees and security over the same or substantially equivalent assets as immediately prior to any such reorganisation; or

any other reorganisation involving one or more members of the Group approved by the Majority Noteholders,

any Indebtedness incurred, any guarantee, indemnity or Security or Quasi-Security given or arising under the Finance Documents;

the solvent liquidation or reorganisation of any member of the Group (other than the Parent or the Company) so long as any payments or assets of a member of the UK Group or the U.S. Group distributed as a result of such liquidation or reorganisation are distributed to (i) in the case of a member of the UK Group, SHG Acquisition (UK) Limited and its respective Restricted Subsidiaries within the UK Group; or (ii) in the case of a member of the U.S. Group, US AcquireCo, Inc. and its Restricted Subsidiaries within the U.S. Group, and where such liquidation or reorganisation is not materially prejudicial to the interests of the Finance Parties under the Finance Documents or the consolidation or merger of any Restricted Subsidiary where such consolidation or merger is permitted or not prohibited by the Finance Documents; or

any Permitted Reorganisation,

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 Restricted Group;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

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

enter into any other preferential arrangement having a similar effect,

its jurisdiction of incorporation;

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

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

in relation to Facility A, the date falling 72 Months after the Closing Date;

in relation to Facility A1, the date falling 72 Months after the Closing Date; and

in relation to any Additional Facility, the date specified in the applicable Additional Facility Notice.

the proposed Transfer Date specified in the relevant Transfer Certificate; and

the date on which the Agent executes the relevant Transfer Certificate.

it is or would be unlawful for such a redemption to be made and the proceeds so applied; or

it is or would be unlawful to make funds available to a member of the Group that could make such a redemption from the proceeds of such cash; or

if any member of the Group made funds available to, or received funds from, another member of the Group to enable such a redemption to be made it would incur a material cost or expense (including any material Tax liability) or it gives rise to a risk of liability for the entity concerned or its directors or officers; or

making such payment would give rise to a risk of criminal or civil liability for a member of the Group and/or its officers or directors (or gives rise to a risk of breach of fiduciary or statutory duties by any director or officer or a risk of personal liability).

an Issuer which is resident for tax purposes in the United States of America; or

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

any Tax imposed by the Value Added Tax Act 1994;

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

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

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;

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

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

any similar or analogous powers under that Bail-In Legislation; and

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

Construction

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

the “Agent”, any “Finance Party”, any “Noteholder”, any “Obligor”, any “Party”, any “Secured Party”, the “Collateral Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Collateral Agent, any person for the time being appointed as Collateral Agent or Collateral Agents in accordance with the Finance Documents;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent;

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

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 or restated however fundamentally and includes (without limiting the generality of the foregoing) any variation, increase, extension or addition of or to any facility made available under such document or any variation of the purposes for which such facility may be made available from time to time;

“guarantee” means (other than in Clause 21 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“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;

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

a “regulation” includes any regulation, rule, official directive, request, order 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;

any matter or circumstance being “permitted” is to be construed as a reference to any matter or circumstance which is not expressly prohibited;

a “redemption” of a Facility means a repayment or redemption of the Notes subscribed for by the Noteholders under that Facility;

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

a time of day is a reference to London time.

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.

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

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.

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

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

Any certificate provided by a person on behalf of the Company or any other member of the Group under the Finance Documents shall be provided without that person incurring any personal liability.

A reference to “freehold property”, “heritable property” or “leasehold property” includes any equivalent type of property ownership.

For the avoidance of doubt, in ascertaining the Majority Noteholders or Super Majority Noteholders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purpose of the allocation of any redemption or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to any Commitments not denominated in GBP (“Non-GBP Commitments”), those Non-GBP Commitments shall be deemed to be converted into GBP at (i) for any Facility A (EUR) Commitments, 1 EUR to 0.86 GBP, (ii) for any Facility A (USD) Commitments or any Facility A1 Commitments, 1 USD to 0.72 GBP or (iii) for any Additional Facility Commitments, the Agent’s Spot Rate of Exchange on the date the aggregate amount of the Non-GBP Commitments of the relevant Additional Facility was determined.

German terms

a “liquidator”, “receiver”, “administrative receiver”, “administrator”, “compulsory manager” or other similar officer includes a restructuring agent (Restrukturierungsbeauftragter), an insolvency administrator (Insolvenzverwalter), interim insolvency administrator (vorläufiger Insolvenzverwalter), custodian (Sachwalter), interim custodian (vorläufiger Sachwalter), sequestrator (Zwangsverwalter) or creditor’s trustee (Sachverwalter);

a “winding up”, “administration” or “dissolution” includes a liquidation (Liquidation);

a “step” or “procedure” taken in connection with a moratorium for an entity to which German insolvency law applies includes the offer of a restructuring plan (Restrukturierungsplan) in accordance with section 17 StaRUG;

a “moratorium” includes, without limitation, stabilization orders (Stabilisierungsanordnungen) under the StaRUG, protective shield proceedings (Schutzschirmverfahren) and insolvency plan proceedings (Insolvenzplanverfahren);

a “scheme of arrangement” includes a restructuring plan (Restrukturierungsplan) in accordance with sections 2 et seqq. StaRUG;

“director” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in relation to a person incorporated or established in Germany, a managing director (Geschäftsführer) or member of the board of directors (Vorstand); and

a “disposal” includes:

a Verfügung;

the entry into an agreement upon a priority notice (Auflassungsvormerkung);

an agreement on the transfer of title to a property (Auflassung) in whole or part; and

the partition of a ownership in a property (Grundstücksteilung).

Third party rights

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

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.

Intercreditor Agreement

Baskets and thresholds

Any amounts incurred or paid on the basis of any basket, test or permission set by reference to a percentage of Consolidated EBITDA shall (provided that such amounts are, at the time of incurrence or payment, duly and properly incurred or paid in accordance with the relevant basket, test or permission) continue to be treated as duly and properly incurred or paid and shall not trigger a Default notwithstanding any subsequent decrease in such basket, test or permission by operation of the calculation of such basket, test or permission.

Subject, in the case of Indebtedness, to paragraph 3.4 of Schedule 14 (Restrictive Covenants), in the event that any Permitted Debt, Permitted Payment, Permitted Lien, Permitted Investment or other investment meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Company, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may at the option of the Company be split between different baskets or exceptions) provided that at the time of such reclassification, the relevant member of the Group would be permitted to incur such indebtedness, make such investor payment, grant such security or enter into such acquisition or other investment under such exception.

If any basket or threshold is exceeded as a result of fluctuations in such basket or threshold (including due to fluctuations in Consolidated EBITDA of the Group or the relevant target company) or fluctuations in exchange rates or currency values subsequent to such date of determination and at or prior to the consummation of the relevant transaction, such baskets or thresholds will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether transactions are permitted hereunder.

THE FACILITIES

The Facilities

the Facility A (EUR) Noteholders make available to the Original Issuer a notes facility in an aggregate amount equal to the Total Facility A (EUR) Commitments, and irrevocably agree to subscribe for the notes to be issued by the Original Issuer under such facility;

the Facility A (GBP) Noteholders make available to the Original Issuer a notes facility in an aggregate amount equal to the Total Facility A (GBP) Commitments, and irrevocably agree to subscribe for the notes to be issued by the Original Issuer under such facility;

the Facility A (USD) Noteholders make available to the Original Issuer a notes facility in an aggregate amount equal to the Total Facility A (USD) Commitments, and irrevocably agree to subscribe for the notes to be issued by the Original Issuer under such facility; and

the Facility A1 Noteholders make available to the Original Issuer a notes facility in an aggregate amount equal to the Total Facility A1 Commitments, and irrevocably agree to subscribe for the notes to be issued by the Original Issuer under such facility.

Increase

The Company may by giving prior notice to the Agent by no later than the date falling 20 Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Noteholder in accordance with Clause 10.5 (Right of cancellation in relation to a Defaulting Noteholder); or

the Commitments of a Noteholder in accordance with Clause 10.1 (Illegality),

the increased Commitments will be assumed by one or more Noteholders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Noteholder”) selected by the Company (each of which shall not be an Investor Affiliate or a member of the Group) and which is further acceptable to the Agent (acting reasonably) and each of which confirms its willingness to assume and does assume all the obligations of a Noteholder corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Notes Purchaser;

each of the Obligors and any Increase Noteholder shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Noteholder would have assumed and/or acquired had the Increase Noteholder been an Original Notes Purchaser;

each Increase Noteholder shall become a Party as a “Noteholder” and any Increase Noteholder and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Noteholder and those Finance Parties would have assumed and/or acquired had the Increase Noteholder been an Original Notes Purchaser;

the Commitments of the other Noteholders shall continue in full force and effect; and

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

An increase in the Total Commitments will only be effective on:

the execution by the Agent of an Increase Confirmation from the relevant Increase Noteholder;

in relation to an Increase Noteholder which is not a Noteholder immediately prior to the relevant increase:

the Increase Noteholder entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

the performance by the Agent of 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 Noteholder, the completion of which the Agent shall promptly notify to the Company and the Increase Noteholder.

Each Increase Noteholder, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Noteholder or Noteholders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Noteholder, the Company shall, on the date upon which the increase takes effect, pay to the Agent and the Collateral Agent the amount of all reasonable and documented costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Collateral Agent, by any Receiver or Delegate in connection with any increase in Commitments under this paragraph (d).

The Company may pay to the Increase Noteholder a fee or closing payment in the amount and at the times agreed between the Company and the Increase Noteholder in a Fee or Closing Payment Letter.

Clause 27.4 (Limitation of responsibility of Existing Noteholders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Noteholder as if references in that Clause to:

an “Existing Noteholder” were references to all the Noteholders immediately prior to the relevant increase;

the “New Noteholder” were references to that “Increase Noteholder”; and

a “re-transfer” were references to a “transfer”.

Additional Facility

Subject to the terms of this Clause 2.3, the Company may, with the prior consent of the Majority Noteholders, establish an Additional Facility under this Agreement by notice to the Agent (such notice, an “Additional Facility Notice”)

The Additional Facility Notice shall not be regarded as having been duly completed unless it is signed by each party thereto and specifies the following matters in respect of such Additional Facility:

the Issuer for the Additional Facility;

the person(s) to become Additional Facility Noteholders in respect of the Additional Facility and the amount of the commitments of such Additional Facility allocated to each Additional Facility Noteholder;

the aggregate amount of the commitments of the Additional Facility and the currency being made available and any other or optional currency or currencies which are available for issuance under such Additional Facility;

the Margin applicable to the Additional Facility;

the Establishment Date and Availability Period for the Additional Facility; and

the Termination Date and amortisation scheduled (if any) and any mandatory redemption provisions (including whether the Additional Facility will share rateably or less than rateably in mandatory redemptions).

Nothing in this Clause 2.3 shall oblige any Noteholder to provide any Additional Facility Commitment at any time.

Subject to the terms of this Clause 2.3, the Company may exercise its rights to request commitments for Additional Facilities on as many occasions as it wishes during the life of the Facilities.

No person may become a Noteholder in respect of an Additional Facility unless such person is a U.S. Exempt Noteholder.

If the Additional Facility Noteholders in respect of any Additional Facility Commitment (acting reasonably) and the Company so agree, those Additional Facility Commitments shall be made available on a certain funds basis in connection with an acquisition not prohibited by this Agreement, for such period and on such terms as the Company and those Additional Facility Noteholders shall agree.

The establishment of an Additional Facility will only be effective on:

the execution of the Additional Facility Notice relating to such Additional Facility by the Company and/or the relevant Issuer(s) and the relevant Additional Facility Noteholder(s) and delivery of such executed notice to the Agent; and

in respect of each Acceding Noteholder:

the performance by the Agent of all necessary “know-your-customer” or similar checks under all applicable laws and regulations, the completion of which the Agent shall promptly notify to the Company; and

that Acceding Noteholder entering into an Additional Noteholder Accession Deed.

On the Establishment Date, the relevant Additional Facility shall come into effect and be established in accordance with its terms and:

subject to the terms of this Agreement, the Additional Facility Noteholders make available to the relevant Issuer(s) a notes facility in an aggregate amount equal to the Additional Facility Commitments specified in the Additional Facility Notice, and irrevocably agree to subscribe for the notes to be issued under such facility;

each of the Obligors and each Additional Facility Noteholder shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Additional Facility Noteholder would have assumed and/or acquired had that Additional Facility Noteholder been an Original Notes Purchaser with respect to the Additional Facility Commitment specified opposite its name in the Additional Facility Notice;

each Additional Facility Noteholder and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Additional Facility Noteholder and those Finance Parties would have assumed and/or acquired had the Additional Facility Noteholder been an Original Notes Purchaser with respect to the Additional Facility Commitment specified opposite its name in the Additional Facility Notice;

each Additional Facility Noteholder shall become a Party as a “Noteholder”; and

the Commitments of the other Noteholders shall continue in full force and effect.

Each Obligor confirms:

the authority of the Company to agree, implement and establish the Additional Facility in accordance with this Agreement; and

that its guarantee and indemnity recorded in Clause 21 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it will, subject only to any applicable limitation on such guarantee and indemnity referred to in Clause 21 (Guarantee and Indemnity) and any Accession Deed pursuant to which is became an Obligor or the terms of the Transaction Security Documents, extend to include the relevant Additional Facility Notes and any other obligations arising under or in respect of the relevant Additional Facility Commitments.

Each Finance Party agrees and empowers:

the Agent promptly (upon request of (and as reasonably requested by) the Company) to acknowledge, execute and confirm acceptance of each Additional Facility Notice; and

the Agent and the Collateral Agent at the cost of the Obligors (provided such costs are reasonably incurred) to (and the relevant Obligor shall promptly upon request by the Agent or the Collateral Agent in accordance with the Agreed Security Principles) execute any necessary amendments to the Transaction Security Documents and other Finance Documents (including this Agreement and the Intercreditor Agreement) as may be required in order to ensure that any Additional Facility Commitments are made available on the terms contemplated in this Clause 2.3 and the Additional Facility Notice.

The Agent and/or the Collateral Agent shall as soon as reasonably practicable send to the Company a copy of each executed Additional Facility Notice and, if applicable, Additional Noteholder Accession Deed and if applicable, the documentation required for the Additional Facility Noteholder to accede to the Intercreditor Agreement.

The terms applicable to any Additional Facility will be those agreed by the Additional Facility Noteholders in respect of that Additional Facility and the Company. If there is any inconsistency between any such term agreed in respect of an Additional Facility and any other term of a Finance Document, the term agreed in respect of the Additional Facility shall prevail with respect to such Additional Facility.

Each Additional Facility Noteholder by executing the Additional Facility Notice confirms, acknowledges, and agrees, that the Agent has authority to execute on its behalf any amendments or waiver that has been approved by or on behalf of the requisite Noteholder or Noteholders in accordance with this Agreement on or prior to the date on which the establishment of the Additional Facility becomes effective.

The Agent is authorised by the Group to disclose the terms of any Additional Facility Notice to any of the other Finance Parties and, upon request by the other Finance Parties, will promptly disclose such terms to the other Finance Parties.

Subject to the terms of this Clause 2.3, the Company may pay to an Additional Facility Noteholder a fee or closing payment in the amount and at the times agreed between the Company and the Additional Facility Noteholder.

Finance Parties’ rights and obligations

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.

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

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

Obligors’ Agent

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

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

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

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of

For this purpose each Obligor incorporated in Germany releases the Company to the fullest extent possible from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

PURPOSE

Purpose

The Original Issuer shall apply all amounts borrowed by it under Facility A in or towards (directly or indirectly):

refinancing certain outstanding indebtedness of the Parent and the Group, including without limitation the Existing Debt (together with any breakage costs, redemption premium, make-whole costs and other fees, closing payments, commissions, costs and expenses related thereto and in connection with the discharge of such indebtedness and related security and guarantees); and/or

general corporate purposes and/or working capital purposes of the Group.

The Original Issuer shall apply all amounts borrowed by it under Facility A1 in or towards (directly or indirectly) general corporate purposes and/or working capital purposes of the Group.

Each Issuer under an Additional Facility shall apply all amounts borrowed by it under the Additional Facility in or towards the purposes specified in the Additional Facility Notice relating to the relevant Additional Facility Commitments.

Monitoring

CONDITIONS OF NOTES SUBSCRIPTION

Initial conditions precedent

Further conditions precedent

no Event of Default is continuing or would result from the proposed Notes Subscription;

the Repeating Representations to be made by each Obligor are true and accurate in all respects (or, to the extent that the relevant representation does not include a materiality concept, are true and accurate in all material respects); and

with respect to Facility A1 only, no member of the Group has any outstanding Indebtedness under the U.S. Small Business Administration Paycheck Protection Program.

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Notes Subscription if:

in the case of Facility A1, it is GBP or EUR; or

it has been approved by the Agent (acting on the instructions of all the Noteholders under the relevant Facility) on or prior to receipt by the Agent of the relevant Notes Subscription Request for that Notes Subscription.

If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company no later than the Specified Time:

whether or not the relevant Noteholders have granted their approval; and

if approval has been granted, the minimum amount for any subsequent Notes Subscription in that currency.

Maximum number of Notes Subscriptions

Notes from more than one Facility A (EUR) Notes Subscription would be outstanding;

Notes from more than one Facility A (GBP) Notes Subscription would be outstanding;

Notes from more than one Facility A (USD) Notes Subscription would be outstanding; or

Notes from more than four Facility A1 Notes Subscriptions would be outstanding.

NOTES SUBSCRIPTION

Delivery of a Notes Subscription Request

Completion of a Notes Subscription Request for Notes

Each Notes Subscription Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Notes Subscription Date is a Business Day within the Availability Period;

the currency and amount of the Notes Subscription comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period complies with Clause 14 (Interest Periods).

Only one Notes Subscription may be requested in each Notes Subscription Request.

Notwithstanding any other provision of this Agreement, unless an Issuer has obtained the consent of the Jersey Financial Services Commission to the issue of Notes in accordance with the provisions of the Control of Borrowing (Jersey) Order 1958, no Notes shall be issued or transferred to any person if such issue or transfer would result in there being more than 10 holders of the Notes issued by such Issuer.

Currency and amount

The currency specified in a Notes Subscription Request must be the Base Currency or an Optional Currency.

The amount of the proposed Notes Subscription must be a minimum of:

if the currency selected is GBP, GBP 1,000,000 or, if less, the Available Facility; or

if the currency selected is USD, $1,000,000 or, if less, the Available Facility; or

if the currency selected is EUR, €1,000,000 or, if less, the Available Facility; or

if the currency selected is an Optional Currency other than USD, EUR or GBP, the minimum amount specified by the Agent pursuant to paragraph 4.3(b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility.

Noteholders’ subscription

If the conditions set out in this Agreement have been met, and subject to Clause 9.1 (Redemption of Notes), each Noteholder shall subscribe for the relevant Notes in a Notes Subscription by the Notes Subscription Date through its Facility Office.

The amount of each Noteholder’s subscription for Notes in each Notes Subscription will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to subscribing for the relevant Notes.

The Agent shall determine the Base Currency Amount of each Notes Subscription which is to be issued and subscribed for in an Optional Currency and notify each Noteholder of the amount, currency and the Base Currency Amount of each Notes Subscription and the amount of its subscription for Notes in that Notes Subscription and, if different, the amount of that subscription to be made available in cash by the Specified Time.

Cancellation of Commitment

The Facility A Commitments in respect of which no subscription has been made shall be immediately cancelled at the end of the Availability Period for Facility A.

The Facility A1 Commitments in respect of which no subscription has been made shall be immediately cancelled at the end of the Availability Period for Facility A1.

The Additional Facility Commitments relating to the Additional Facility in respect of which no subscription has been made shall be immediately cancelled at the end of the Availability Period for the Additional Facility.

CONSTITUTION OF THE NOTES

Constitution of the Notes

issued in registered form;

issued in a minimum amount of:

if the currency selected is GBP, £0.01;

if the currency selected is USD, $0.01;

if the currency selected is EUR, €0.01;

if the currency selected is an Optional Currency other than USD, EUR or GBP, agreed between the relevant Issuer and the Agent; or

in the case of any Additional Facility Notes, the minimum amount agreed between the relevant Issuer and the relevant Additional Facility Noteholders,

considered issued when their details are registered in the Notes Register; and

subject to the terms and conditions of this Agreement.

NOTES REGISTER

Agent to maintain Notes Register

each Transfer Certificate referred to in Clause 27.5 (Procedure for transfer), each Increase Confirmation and each Additional Facility Notice delivered to and accepted by it; and

a register of the Notes (a “Notes Register”), which may be kept in electronic form.

Maintenance of Notes Register

The Agent shall record in the Notes Register details of the issue of:

the Facility A (EUR) Notes;

the Facility A (GBP) Notes;

the Facility A (USD) Notes;

the Facility A1 Notes; and

any Additional Facility Notes,

The Agent shall maintain the Notes Register, which, for each Notes Subscription, shall show:

that name of the Issuer;

the date of issue of the Notes pursuant to the relevant Notes Subscription;

the name and address of each relevant Noteholder;

the Commitment of each relevant Noteholder;

the initial principal amount of the Notes in the relevant Notes Subscription;

amounts and dates of redemptions of principal;

amounts and dates of capitalisation or cash payments (if applicable) of interest;

the principal amount outstanding;

the Termination Date; and

all subsequent transfers and changes of ownership of each Note,

The entries in the Notes Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Agent and the Noteholders shall treat each person whose name is recorded in the Notes Register as a Noteholder hereunder for all purposes of this Agreement.

Each Party to this Agreement irrevocably authorises and instructs the Agent to make the relevant entry in the Notes Register (and which the Agent shall do promptly) on its behalf for the purposes of this Clause 7.2 without any further consent of, or consultation with, such Party.

The Agent shall, upon request by an Existing Noteholder (as defined in Clause 27 (Transfers by Noteholders)) or a New Noteholder, confirm to that Existing Noteholder or New Noteholder whether a transfer from that Existing Noteholder or (as the case may be) to that New Noteholder has been recorded on the Notes Register (including details of the Commitment of that Existing Noteholder or New Noteholder in each Facility).

The Agent shall, promptly following each Notes Subscription Date and each PIK Capitalisation Date, provide the Company and the Notes Listing Agent with an up-to- date copy of the Notes Register.

Title to Notes shall pass upon the execution and delivery to the Agent of a Transfer Certificate in relation thereto in accordance with Clause 27 (Changes to the Noteholders).

NOTES CERTIFICATES

Issue of Notes Certificates

Signing Notes Certificates

Status of Notes Certificate

Stocks of blank Notes Certificates

Delivery of replacements

Replacement Notes Certificates

if the Notes Certificate being replaced has been mutilated or defaced otherwise than against the surrender of the same; and

until the claimant of the Notes Certificate has:

provided to the Agent such evidence, security and indemnity as the relevant Issuer and/or Agent may reasonably require; and

paid such costs and expenses as may be incurred in connection with such replacement.

Replacements to be numbered

Cancellation and destruction

Notification

REDEMPTION

Redemption of Notes

The Issuer under Facility A shall redeem the Facility A Notes in full on the Termination Date in respect of Facility A.

The Issuer under Facility A1 shall redeem the Facility A1 Notes on the Termination Date in respect of Facility A1.

The Issuer shall redeem the aggregate Additional Facility Notes under an Additional Facility in accordance with the redemption terms set out in the relevant Additional Facility Notice.

No Issuer may reissue (and no Noteholder shall be obliged to subscribe for) Notes which have been redeemed.

ILLEGALITY, OPTIONAL REDEMPTION AND CANCELLATION

Illegality

that Noteholder shall promptly notify the Agent upon becoming aware of that event (such notice a “Noteholder Illegality Notice”);

upon the Agent notifying the Issuer, each Available Commitment of that Noteholder will be immediately cancelled; and

to the extent that the Notes held by that Noteholder have not been transferred pursuant to Clause 39.4 (Replacement of Noteholder), the Issuer shall redeem that Noteholder’s Notes to the extent necessary to comply with applicable laws on the last day of the Interest Period for the relevant Notes Subscription occurring after the Agent has notified the Company or, if earlier, the date specified by the Noteholder in the Noteholder Illegality Notice (being no earlier than the last Business Day of any applicable grace period permitted by law) and that Noteholder’s Commitments shall be cancelled in the amount of the portion of the Notes redeemed.

Voluntary cancellation

Optional redemption of Notes Subscription

Subject to paragraph (b) below, an Issuer may, if it or the Company gives the Agent not less than three Business Days’ (or such shorter period as the Majority Noteholders may agree) prior notice, redeem some or all of the Notes in a Notes Subscription (but if in part, being an amount that reduces the Base Currency Amount of the relevant Notes Subscription by a minimum amount of GBP 2,000,000 or its equivalent in other currencies).

The relevant Issuer may elect to apply a redemption of Notes made under this Clause 10.3 against any or all of the Notes Subscriptions in such proportions as it selects in its sole discretion, but any such redemption with respect to a Notes Subscription shall be on a pro rata basis among the Notes in that Notes Subscription.

Right of cancellation and redemption in relation to a single Noteholder

If:

any sum payable to any Noteholder by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); or

any Noteholder claims indemnification from the Issuer or an Obligor under Clause 16.3 (Tax indemnity) or 17.1 (Increased Costs),

On receipt of a notice referred to in paragraph (a) above in relation to a Noteholder, the Commitment of that Noteholder shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above in relation to a Noteholder (or, if earlier, the date specified by the Company in that notice), the Issuer shall redeem that Noteholder’s Notes, together with all interest and other amounts accrued under the Finance Documents.

Right of cancellation in relation to a Defaulting Noteholder

If any Noteholder becomes a Defaulting Noteholder, the Company may, at any time whilst the Noteholder continues to be a Defaulting Noteholder, give the Agent at least five (5) Business Days’ notice of cancellation of each Available Commitment of that Noteholder.

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Noteholder shall immediately be reduced to zero.

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

MANDATORY REDEMPTION

Exit

the Company will notify the Agent within 10 Business Days after becoming aware of that event and the Agent will promptly notify the Noteholders thereafter (a “notice of Change of Control offer”);

within 60 days following the date of the notice of Change of Control offer, each Noteholder may request redemption of all Notes held by it, together with accrued interest, and payment of all other amounts accrued under the Finance Documents; and

within 10 Business Days of the election for redemption made by the relevant Noteholder in accordance with sub-paragraph (b) above, the Issuers shall make the required redemptions and payments to the Agent for the account of that Noteholder.

Disposals Proceeds

For the purposes of this Clause 11.2 and Clause 11.3 (Application of mandatory redemption)

which the Company or any Restricted Subsidiary elects (in its sole discretion) to apply for any of the purposes set out in and in accordance with paragraph 1.2 (Asset Sales) of Schedule 14 (Restrictive Covenants); or

which constitute Excess Proceeds (as defined in paragraph 1.5 (Asset Sales) of Schedule 14 (Restrictive Covenants)) where the aggregate amount of such Excess Proceeds is less than the greater of £5,000,000 and 6.7 per cent. of LTM Consolidated EBITDA (or its equivalent in other currencies).

Subject to paragraphs (c), (d) and (e) below, the Company shall ensure that the Issuers redeem Notes, and cancel Available Commitments, in amounts equal to the Disposal Proceeds the following amounts at the times and in the order of application contemplated by Clause 11.3 (Application of mandatory redemptions).

Redemption will not be required under this Clause 11.2 in respect of any Trapped Cash.

The Company shall use its, and shall procure that each member of the Group will use their, reasonable endeavours to overcome the circumstances resulting in an amount being Trapped Cash including, where the material costs and Taxes do not exceed five per cent. of the amount to be prepaid, using other Group cash which is not Trapped Cash to prepay an equivalent amount provided such redemption would not be materially prejudicial to overall Group liquidity or the availability thereof to members of the Group requiring funds. If, at any time, the circumstances resulting in an amount being Trapped Cash are removed or no longer subsisting, the amount which was Trapped Cash will be applied in redemption of the Facilities at the end of the next Interest Period thereafter.

Notwithstanding the terms of paragraph (b) above, if at a time when any redemption pursuant to paragraph (b) above would be required, any member of the Group is required to prepay or offer to repurchase or prepay any Indebtedness permitted to be incurred by a member of the Group under this Agreement ranking pari passu in right of repayment with the Facilities pursuant to the terms of the documentation governing such Indebtedness (including, for the avoidance of doubt, the Revolving Credit Facility Agreement) with the Disposal Proceeds (such Indebtedness required to be offered to be so repurchased or prepaid, the “Other Applicable Indebtedness”), then the relevant member of the Group may apply such Disposal Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Facilities and Other Applicable Indebtedness at such time) to the redemption of the Facilities and to the repurchase, redemption or prepayment of Other Applicable Indebtedness, and the amount of redemption of the Facilities that would otherwise have been required pursuant to this Clause 11.2 shall be reduced accordingly.

Application of mandatory redemptions

A redemption of Notes or cancellation of Available Commitments made under Clause 11.2 above shall be applied in redemption of Notes under Facility A, Facility A1 and (unless specified to the contrary in the relevant Additional Facility Notice) any Additional Facility on a pro rata basis as contemplated in paragraphs (b) to (d) inclusive below.

Unless the Company makes an election under paragraph (c) below, the Issuers shall redeem Notes in the case of any redemption relating to the amounts of Disposal Proceeds promptly (and by no later than 10 Business Days) after the end of the relevant period described in paragraph 1.2 (Asset Sales) of Schedule 14 (Restrictive Covenants), provided that if the Company has conclusively determined that it will not apply or commit to apply such proceeds in compliance with such paragraph, such prepayment shall be made promptly (and by no later than 10 Business Days) after that determination.

Subject to paragraph (d) below, the Company may elect that any redemption under Clause 11.2 above be applied in redemption of any relevant Notes on the last day of the Interest Period for the relevant Notes Subscription. If the Company makes that election then the relevant Notes will be due and payable on the last day of that Interest Period.

If the Company has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and the relevant Notes shall be immediately due and payable (unless the Majority Noteholders otherwise agree in writing).

Declining redemptions

Where a redemption of Notes is to be made under the provisions set out in Clause 11.3 (Application of mandatory redemptions), the Agent shall, once it has received a notice from the Company under either paragraphs (b) or (c) of Clause 11.3 (Application of mandatory redemptions) specifying that the Company has elected that this Clause 11.4 shall apply to such redemption, promptly notify the Noteholders of such redemption and a Noteholder may, if it notifies the Agent within five Business Days from the date that it receives such notice from the Agent, elect to waive all or a specified part of its share of such redemption. If a Noteholder fails to give the Agent such notice that Noteholder shall be deemed to have elected not to waive any part of its share of the relevant redemption and the Agent shall be entitled to proceed accordingly.

Redemptions waived by a Noteholder in accordance with paragraph (a) above will, at the Company’s option, be offered to those Noteholders (if any) that did not waive such redemption pro rata to their share of Commitments under the relevant Facility and any remaining balance not so accepted by a Noteholder within two Business Days of such offer will be retained by the Group for its general corporate purpose.

RESTRICTIONS

Notices of cancellation or redemption

Interest and other amounts

Re-issuance of Notes

Redemption in accordance with Agreement

No reinstatement of Commitments

Agent’s receipt of notices

Effect of redemption on Commitments

INTEREST

Calculation of interest

Payment of interest

PIK Interest

All PIK Interest due and owing in respect of a Note on the last day of the Interest Period for the relevant Notes Subscription will be capitalised, compounded and added to the unpaid principal amount of that Note on the last day of each Interest Period for that Notes Subscription (and, if the Interest Period is longer than three Months, on the dates falling at three Monthly intervals after the first day of the Interest Period) (the “PIK Capitalisation Date”).

Amounts representing PIK Interest accrued on a Note shall be treated as part of the principal amount of the relevant Note for the purpose of this Agreement and shall bear interest in accordance with this Clause 13.3.

Default interest

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 2 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Notes Subscription in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 13.4 shall be immediately payable by the Obligor on demand by the Agent.

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

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 Notes Subscription; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

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.

Notification of rates of interest

INTEREST PERIODS

Selection of Interest Periods and terms

The Issuer may select an Interest Period for the Notes in a Notes Subscription in the Notes Subscription Request for the relevant Notes or (if the Notes have already been issued) in a Selection Notice.

Each Selection Notice for the Notes in a Notes Subscription is irrevocable and must be delivered to the Agent by the relevant Issuer not later than the Specified Time.

If the Issuer fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be three Months.

Subject to this Clause 14.1, an Issuer (or the Company on its behalf) may select an Interest Period of three Months or such other period agreed between the Company and the Agent (acting on the instructions of the Majority Noteholders) in relation to the relevant Note.

An Interest Period for a Notes Subscription shall start on the Notes Subscription Date for that Notes Subscription or (if already issued) on the last day of its preceding Interest Period.

An Interest Period for a Notes Subscription shall not extend beyond the relevant Termination Date.

Non-Business Days

Consolidation and division of Notes Subscriptions

If two or more Interest Periods:

relate to Notes Subscriptions under the same Facility to be made to the same Issuer; and

end on the same date,

Subject to Clause 4.4 (Maximum number of Notes Subscriptions), and Clause 5.3 (Currency and amount), if an Issuer requests in a Selection Notice that a Notes Subscription for a Facility be divided into two or more Notes Subscriptions for that Facility, that Notes Subscription will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, having an aggregate Base Currency Amount equal to the Base Currency Amount of the Notes Subscription immediately before its division.

FEES AND CLOSING PAYMENTS

Closing payment

Agency fee

Collateral Agent fee

Redemption fee – Facility A and Facility A1

In respect of any redemption by the Original Issuer of Facility A Notes pursuant to Clause 10.3 (Optional redemption of Notes Subscriptions) or Clause 11.1 (Exit), the Original Issuer shall pay to the Agent for the account of the relevant Noteholders a redemption fee or payment equal to the per cent. of the principal amount of the Notes being redeemed, stated for the date of such redemption as follows:

1.9005 per cent. for the period beginning on (and including) the Closing Date and ending on (but excluding) the second anniversary of the Closing Date;

0.9502 per cent. for the period beginning on (and including) the second anniversary of the Closing Date and ending on (but excluding) the third anniversary of the Closing Date; and

0.00 per cent. for any date on or following the third anniversary of the Closing Date.

In respect of any redemption by the Original Issuer of Facility A1 Notes pursuant to Clause 10.3 (Optional redemption of Notes Subscriptions) or Clause 11.1 (Exit), the Original Issuer shall pay to the Agent for the account of the relevant Noteholders a redemption fee or payment equal to the per cent. of the principal amount of the Notes being redeemed, stated for the date of such redemption as follows:

2.00 per cent. for the period beginning on (and including) the Closing Date and ending on (but excluding) the second anniversary of the Closing Date;

1.00 per cent. for the period beginning on (and including) the second anniversary of the Closing Date and ending on (but excluding) the third anniversary of the Closing Date; and

0.00 per cent. for any date on or following the third anniversary of the Closing Date.

Notwithstanding anything to the contrary in this Clause 15.4:

for the avoidance of doubt, no redemption fee or payment set out in paragraph

prior to the second anniversary of the Closing Date, the Original Issuer may elect to prepay up to 50 per cent. of the aggregate principal amount of Facility A Notes and Facility A1 Notes outstanding as at the date of redemption (and, for the avoidance of doubt, such redemption shall be made in accordance with Clause 10.3 (Optional redemption of Notes Subscription) and, in particular, there shall be no requirement for the Original Issuer to redeem on a pro rata basis across Facility A Notes and Facility A1 Notes) at a price equal to:

for any Facility A Notes so redeemed, 100.9502 per cent. of the aggregate principal amount of the Facility A Notes so redeemed,

for any Facility A1 Notes so redeemed, 101.00 per cent. of the aggregate principal amount of the Facility A1 Notes so redeemed,

(notwithstanding paragraph (b) of Clause 13.3 (PIK Interest)), no redemption fee or payment set out in paragraph (a) above shall apply to amounts that are redeemed which represent PIK Interest accrued on a Note.

No deal, no fee

TAX GROSS UP AND INDEMNITIES

Definitions

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

where the UK Issuer is an Original Issuer, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

where the UK Issuer is an Additional Issuer, is filed with HM Revenue & Customs within 30 days of the date on which that Issuer becomes an Additional Issuer; or

where it relates to a Treaty Noteholder that is a New Noteholder or an Increase Noteholder, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Noteholder in the relevant Transfer Certificate or Increase Confirmation, and

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

where the UK Issuer is not an Issuer as at the relevant Transfer Date (or date on which the increase in Commitments described in the relevant Increase Confirmation takes effect), is filed with HM Revenue & Customs within 30 days of the date on which that Issuer becomes an Additional Issuer.

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

a Noteholder:

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

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

a Noteholder which is:

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

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

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

a Treaty Noteholder; or

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

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

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

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

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

does not carry on a business in the United Kingdom through a permanent establishment with which that Noteholder’s holding of the Notes is effectively connected; and

meets all the other conditions in the Treaty for full exemption from tax imposed by the United Kingdom on interest except that for this purpose it shall be assumed that any necessary procedural formalities have been completed.

Tax gross-up

Each Obligor shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

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

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.

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

the payment could have been made to the relevant Noteholder without a Tax Deduction if the Noteholder had been a Qualifying Noteholder, but on that date that Noteholder is not or has ceased to be a Qualifying Noteholder other than as a result of any Change of Law; or

the relevant Noteholder is a Qualifying Noteholder solely by reason of falling within the definition of Qualifying Noteholder in paragraph (a)(ii) of Clause 16.1 (Definitions) and:

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

the payment could have been made to the Noteholder without any Tax Deduction if that Direction had not been made; or

the relevant Noteholder is a Qualifying Noteholder solely by reason of falling within paragraph (a)(ii) of Clause 16.1 (Definitions) of the definition of Qualifying Noteholder and:

the relevant Noteholder has not given a Tax Confirmation to the Company; and

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

the relevant Noteholder is a Treaty Noteholder and the Obligor making the payment is able to demonstrate that the payment could have been made to the Noteholder without the Tax Deduction had that Noteholder complied with its obligations under paragraph (h) below.

Notwithstanding paragraph (d) above, a payment shall be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom where such Tax Deduction arises as a result of a Change of Law in relation to section 882 of the ITA.

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.

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 Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA (if the Tax Deduction is in respect of Tax imposed by the United Kingdom) or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Subject to paragraph (h)(ii) below, a Treaty Noteholder and each Obligor which makes a payment to which that Treaty Noteholder is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

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

a New Noteholder or an Increase Noteholder that is a Treaty Noteholder that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate, Additional Noteholder Accession Deed or Increase Confirmation which it executes,

If a Noteholder has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (h)(ii) above and:

a UK Issuer making a payment to that Noteholder has not made an Issuer DTTP Filing in respect of that Noteholder; or

a UK Issuer making a payment to that Noteholder has made the Issuer DTTP Filing in respect of that Noteholder but:

that Issuer DTTP Filing has been rejected by HM Revenue & Customs; or

HM Revenue & Customs has not given that UK Issuer authority to make payments to that Noteholder without a Tax Deduction within 60 days of the date of the Issuer DTTP Filing,

HM Revenue & Customs has given the UK Issuer authority to make payments to that Noteholder without a Tax Deduction but such authority has subsequently been revoked or expired,

If a Noteholder has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (h)(ii) above, no Obligor shall make the Issuer DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Noteholder’s Commitment(s) or its subscription in any Notes Subscription unless that Noteholder otherwise agrees.

A UK Issuer shall, promptly on making the Issuer DTTP Filing, deliver a copy of that Issuer DTTP Filing to the Agent for delivery to the relevant Noteholder.

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

Tax indemnity

The Company shall (or shall procure that an Obligor shall) (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction (or any political subdivision thereof) 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

under the law of the jurisdiction (or any political subdivision thereof) in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction; or

under the law of any jurisdiction (or any political subdivision thereof) in which that Finance Party is treated as having a permanent establishment for tax purposes in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 16.2 (Tax gross up);

would have been compensated for by an increased payment under Clause 16.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 16.2 (Tax gross-up) applied or because the exclusion in paragraph (a) or (d) of Clause 16.8 (U.S. Tax matters) applied;

is compensated for under Clause 16.6 (Stamp taxes) Clause 16.7 (VAT), or would have been so compensated but was not so compensated solely because one of the exclusions in the relevant clause applied;

relates to a FATCA Deduction required to be made by a party; or

is suffered or incurred by a Finance Party in respect of a Bank Levy.

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

A Protected Party shall, on receiving a payment from an Obligor under this Clause 16.3, notify the Agent.

Tax Credit

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

that Finance Party has obtained and utilised that Tax Credit,

Noteholder status confirmation

not a Qualifying Noteholder;

a Qualifying Noteholder (other than a Treaty Noteholder); or

a Treaty Noteholder;

Stamp taxes

VAT

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is or becomes chargeable on such supply or supplies, and accordingly, subject to paragraph

below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and that Finance Party is required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

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):

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