Clause

1.

INTERPRETATION

2.

THE FACILITIES

3.

PURPOSE

4.

CONDITIONS OF UTILISATION

5.

UTILISATION – LOANS

6.

UTILISATION – LETTERS OF CREDIT

7.

LETTERS OF CREDIT

8.

OPTIONAL CURRENCIES

9.

ANCILLARY FACILITIES

10.

REPAYMENT

11.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

12.

MANDATORY PREPAYMENT

13.

RESTRICTIONS

14.

INTEREST

15.

INTEREST PERIODS

16.

CHANGES TO THE CALCULATION OF INTEREST

17.

FEES

18.

TAXES

19.

INCREASED COSTS

20.

OTHER INDEMNITIES

21.

MITIGATION BY THE LENDERS

22.

COSTS AND EXPENSES

23.

GUARANTEES AND INDEMNITY

24.

REPRESENTATIONS AND WARRANTIES

25.

INFORMATION AND ACCOUNTING UNDERTAKINGS

26.

GENERAL UNDERTAKINGS

27.

EVENTS OF DEFAULT

28.

CHANGES TO THE LENDERS

29.

CHANGES TO THE OBLIGORS

30.

ROLE OF THE AGENT, THE ARRANGERS AND OTHERS

31.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

32.

SHARING AMONG THE FINANCE PARTIES

33.

PAYMENT MECHANICS

34.

SET-OFF

35.

NOTICES

36.

CALCULATIONS AND CERTIFICATES

37.

PARTIAL INVALIDITY

38.

REMEDIES AND WAIVERS

39.

AMENDMENTS AND WAIVERS

40.

CONFIDENTIAL INFORMATION

41.

CONFIDENTIALITY OF FUNDING RATES

42.

COUNTERPARTS

43.

GOVERNING LAW

44.

ENFORCEMENT

45.

WAIVER OF RIGHT TO TRIAL BY JURY

46.

USA PATRIOT ACT

47.

CANADIAN AML LEGISLATION

SCHEDULE 1

THE ORIGINAL PARTIES

SCHEDULE 2

CONDITIONS PRECEDENT

SCHEDULE 3

REQUESTS AND NOTICES

SCHEDULE 4

FORM OF ASSIGNMENT AGREEMENT

SCHEDULE 5

FORM OF ACCESSION DEED

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 7

FORM OF LETTER OF CREDIT

SCHEDULE 8

TIMETABLES

SCHEDULE 9

AGREED SECURITY PRINCIPLES

SCHEDULE 10

FORM OF INCREASE CONFIRMATION

SCHEDULE 11

INCREMENTAL FACILITY INCREASE NOTICE

SCHEDULE 12

GENERAL UNDERTAKINGS

SCHEDULE 13

FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

SCHEDULE 14

FORM OF RESIGNATION LETTER

SCHEDULE 15

FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE

SCHEDULE 16

EXISTING LIENS

SCHEDULE 17

DISPOSITIONS

PI UK HOLDCO II LIMITED, a company incorporated under the laws of England with registered office at 75 King William Street, London, UK, EC4N 7BE and registered number 10880277 (the “Parent”).

PI UK HOLDCO III LIMITED, a company incorporated under the laws of England with registered office at 75 King William Street, London, UK, EC4N 7BE and registered number 10869332 (the “Company”).

THE ENTITIES listed in Part 1 (Conditions Precedent to Initial Utilisation) of Schedule 1 (The Original Parties) as original TLB borrowers (the “Original TLB Borrowers”).

THE ENTITIES listed in Part 2 (The Original RCF Borrowers) of Schedule 1 (The Original Parties) as original RCF borrowers (the “Original RCF Borrowers”).

THE ENTITIES listed in Part 3 (The Original Guarantors) of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”).

CREDIT SUISSE AG, LONDON BRANCH, CREDIT SUISSE SECURITIES (USA) LLC, JEFFERIES FINANCE LLC, MORGAN STANLEY BANK INTERNATIONAL LIMITED, BMO CAPITAL MARKETS CORP. and DEUTSCHE BANK AG, LONDON BRANCH as mandated lead arrangers (the “Arrangers”).

CREDIT SUISSE AG, LONDON BRANCH, CREDIT SUISSE SECURITIES (USA) LLC, JEFFERIES FINANCE LLC, MORGAN STANLEY BANK INTERNATIONAL LIMITED, BMO CAPITAL MARKETS CORP. and DEUTSCHE BANK AG, LONDON BRANCH as bookrunners (the “Bookrunners”).

BLACKSTONE HOLDINGS FINANCE CO. L.L.C. and THE BLACKSTONE GROUP INTERNATIONAL PARTNERS LLP as co-managers (the “Co-Managers”).

THE FINANCIAL INSTITUTIONS listed in the Part 4 (The Original Lenders) (The Original Lenders) of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”).

CREDIT SUISSE AG, LONDON BRANCH as agent of the other Finance Parties (the “Agent”).

CREDIT SUISSE AG, LONDON BRANCH as security agent for the Secured Parties (the “Security Agent”).

INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa2 or higher by Moody’s Investors Service Limited or a rating for its short-term unsecured and non credit-enhanced debt obligations of A-2 or higher by Standard & Poor’s Rating Services or F-3 or higher by Fitch Ratings Ltd or P-3 or higher by Moody’s Investors Service Limited, or in each case a comparable rating from an internationally recognised credit rating agency; or

a Lender, an Affiliate of a Lender, a Second Lien Lender, an Affiliate of a Second Lien Lender and any Substitute Affiliate Lender; or

a Finance Party or Second Lien Finance Party or any other bank or financial institution approved by the Agent from time to time.

in relation to the consolidated financial statements of the Group, IFRS as applied in the Original Financial Statements (provided that the Group’s financial statements will be consolidated at the level of the Parent); and

in relation to any member of the Group, generally accepted accounting principles in the jurisdiction of incorporation of the relevant member of the Group,

if the Acquisition is to be effected by means of the Scheme, the Scheme Documents; or

if the Acquisition is to be effected by means of the Offer, the Offer Documents,

the principal amount under each overdraft facility and on-demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility (or similar) made available by an Ancillary Lender shall, with the prior written consent of that Ancillary Lender, be excluded);

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (net of any cash cover provided in respect of that guarantee, bond or letter of credit and excluding any liability in respect of amounts of interest or fees); and

the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in relation to any Ancillary Outstandings denominated in the Base Currency, the amount of those Ancillary Outstandings (determined as described in paragraphs (a) to (c) above) shall be used; and

in relation to any Ancillary Outstandings not denominated in the Base Currency, the equivalent in the Base Currency (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of those Ancillary Outstandings (determined as described in paragraphs (a) to (c) above) shall be used.

in relation to Facility B, the period from and including the date of this Agreement to and including the last day of the Certain Funds Period;

in relation to the Initial Revolving Facility, the period from and including the date of this Agreement to the Termination Date in relation to the Initial Revolving Facility; and

in relation to each Incremental Facility, the period agreed between the Parent and the relevant Incremental Facility Lender(s) and specified in the relevant notice delivered by the Parent in accordance with Clause 2.3 (Incremental Facility) for that Incremental Facility.

the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its and its Affiliates’ Ancillary Commitments; and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its and its Affiliates’ Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available from that Revolving Facility on or before the proposed Utilisation Date.

that Lender’s participation in any Revolving Facility Utilisations under that Revolving Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

that Lender’s (or its Affiliates’) Ancillary Commitments in connection with that Revolving Facility to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any other state, 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.

in relation to a Utilisation for an amount in the Base Currency, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency:

in respect of Facility B2, that amount converted into the Base Currency at the Facility B2 EUR/USD Rate on the Facility B2 Conversion Date; or

otherwise that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement, and, in the case of a Letter of Credit, as adjusted under Clause 6.8 (Revaluation of Letters of Credit)); and

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Parent pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(other than where paragraph (ii) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator;

in relation to EURIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(other than where paragraph (ii) below applies) as the rate at which the relevant Base Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

in relation to CDOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(other than where paragraph (ii) below applies) as the relevant Base Reference Bank’s bid rate for the purchase of CAD denominated Canadian bankers’ acceptances with a term to maturity equal in length to the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement); or

if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement)) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

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

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

in relation to the period ending on 31 December 2017, the Base Case Model; and

in relation to any Financial Year commencing on or after 1 January 2018, any budget delivered to the Agent in respect of that period pursuant to paragraph (a)(iii) of Clause 25.2 (Financial Statements)).

(in relation to any date for payment or purchase of, or the fixing of an interest rate in relation to, a currency other than euro) the principal financial centre of the country of that currency; or

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

the termination or partial termination of a Canadian Defined Benefit Plan; or

the institution of proceedings by any Governmental Authority to terminate a Canadian Defined Benefit Plan in whole or in part or have a replacement administrator appointed to administer a Canadian Defined Benefit Plan.

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

any investment in marketable debt obligations issued or guaranteed by any government of a country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in a country, the government of which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or P-1 or higher by Moody’s Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating;

which matures within one year after the relevant date of calculation; and

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short-term unsecured and non credit-enhanced debt obligations, an equivalent rating;

Indebtedness or preferred stock issued by persons (other than the Investors or any Affiliated Lender) with a rating of A or higher from S&P or A-2 or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition;

sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);

bills of exchange issued in the US or a member state of the European Economic Area eligible for rediscount at the relevant central bank and in each case accepted by an Acceptable Bank (or their dematerialised equivalent);

any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (f) (inclusive) above and (iii) can be turned into cash on not more than 30 days’ notice;

instruments equivalent to those referred to in paragraphs (a) to (f) (inclusive) above denominated in euro, US dollars or sterling or any other currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction to the extent reasonably required in connection with (i) any business conducted by any member of the Group incorporated in such jurisdiction or (ii) any investment in the jurisdiction where such investment is made; and

any other debt security approved by the Majority Lenders.

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

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

in respect of Facility B and the Initial Revolving Facility, the period from (and including) the date of this Agreement to (and including) the earliest of:

where the Acquisition proceeds by way of a Scheme:

the date on which the Scheme lapses or it is withdrawn with the consent of the Takeover Panel or by order of the Court (unless, on or prior to that date, BidCo has notified the Arrangers that it intends to launch an Offer and an announcement regarding such Offer has been released in accordance with the requirements of the Takeover Code); and

the date on which Target has become a wholly owned subsidiary of BidCo and all of the consideration payable under the Acquisition in respect of the Target Shares or proposals made or to be made under Rule 15 of the Takeover Code in connection with the Acquisition, has in each case been paid in full including in respect of: (A) the acquisition of any Target Shares to be acquired after the Initial Closing Date (including pursuant to the Target’s amended articles of association); and (B) any Rule 15 proposals made or to be made in connection with the Acquisition;

where the Acquisition is to be consummated pursuant to an Offer:

the date on which the Offer lapses, terminates or is withdrawn (unless, on or prior to that date, BidCo has notified the Arrangers that the Target intends to launch a Scheme and an announcement regarding such Offer has been released in accordance with the requirements of the Takeover Code); and

the date on which the Target has become a wholly owned subsidiary of BidCo and all of the consideration payable under the Acquisition in respect of the Target Shares or proposals made or to be made under Rule 15 of the Takeover Code in connection with the Acquisition, has in each case been paid in full including in respect of: (A) the acquisition of any Target Shares to be acquired after the Initial Closing Date (including pursuant to a Squeeze-Out Procedure) and (B) any Rule 15 proposals made or to be made in connection with the Acquisition; and

the Longstop Date,

in respect of any Incremental Facility, such period for certain funds agreed with the relevant Incremental Facility Lender(s) in accordance with paragraph (c) of Clause 4.5 (Utilisations during the Certain Funds Period).

a Utilisation made or to be made under Facility B and/or the Initial Revolving Facility during the Certain Funds Period; and

a Utilisation made or to be made under an Incremental Facility during the Certain Funds Period referred to in paragraph (b) of the definition thereof where such Utilisation is to be made for the purposes of financing an acquisition (including any related costs and expenses and refinancing of any existing indebtedness) and the relevant Lenders of that Incremental Facility have agreed that such Utilisation is to be made on a certain funds basis.

at any time prior to a Listing:

the Relevant Holders, taken together, cease (directly or indirectly) to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint directors or other equivalent officers of the Parent which control the majority of the votes which may be cast at a meeting of the board of directors of the Parent;

the Relevant Holders, taken together, cease (directly or indirectly) to beneficially own and control at least 50 per cent. of the issued voting share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

the Parent ceases to directly own legally and beneficially 100 per cent. of the issued share capital of the Company; or

upon and at any time after a Listing:

the Relevant Holders, taken together, cease (directly or indirectly) to beneficially own and control more than 30 per cent. of the issued voting share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

any person or group of persons acting in concert (other than with the Relevant Holders and any person directly or indirectly controlled by any of them) acquires directly or indirectly beneficially more of the issued voting share capital of the Parent than is held (directly or indirectly) in aggregate by the Relevant Holders; or

the Parent ceases to directly own legally and beneficially 100 per cent. of the issued share capital of the Company.

“acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition and/or ownership of voting shares in the Parent, to obtain or consolidate control (directly or indirectly) of the Parent provided that the persons voting in the same or consistent manner at any general meeting of the Parent will not be considered to be acting in concert by virtue only of exercising their votes in such manner; and

“Relevant Holders” means (1) Sponsors, (2) any other person investing directly or indirectly in the Parent no later than the date falling 90 days after the Final Closing Date and (3) the Management Equityholders.

any Investor, any Affiliate of any Investor, any member of the Group or any of their respective advisers; or

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

information that:

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

is identified in writing at the time of delivery as non-confidential by any Investor, any Affiliate of any Investor, any member of the Group or any of their respective advisers; or

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

any Funding Rate.

purchases by way of assignment or 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 make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or which has failed to provide cash collateral (or has notified the Issuing Bank or the Parent (which is notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover);

which has otherwise rescinded or repudiated a Finance Document;

which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Parent (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.5 (Issue of Letters of Credit) or which has failed to pay a claim (or has notified the Agent or the Parent (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit);

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

which became a Lender in breach of the provisions of Clause 28 (Changes to the Lenders); or

which purports to assign or transfer any of its rights and obligations under this Agreement or enter into any sub-participation or sub-contract in respect thereof, in each case, in breach of the provisions of Clause 28 (Changes to the Lenders),

its failure to pay, or to issue a Letter of Credit, is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

any person as designated in writing by the Parent or the Sponsors from time to time;

the Parent’s or the Target’s or the Parent’s or the Target’s respective subsidiaries’ competitors that have been specified to the Agent or the Arrangers by the Parent in writing from time to time (a “Primary Competitor”);

any person that owns or controls (in either case, directly or indirectly) a Primary Competitor or any of its affiliates (a “Competitor Shareholder”) or any person that is otherwise under common control, ownership or management of a Competitor Shareholder; and

as to any person referenced in paragraph (a), (b) or (c) above (each, a “Primary Disqualified Lender”), any of such Primary Disqualified Lender’s known Affiliates or Affiliates identified in writing to the Agent or the Arrangers or otherwise readily identifiable by name,

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

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 Constitutional Documents; and

any document evidencing Shareholder Indebtedness owed by, or equity investment in, the Parent.

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

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

any indebtedness incurred under the facilities agreement dated 23 March 2015 (as amended and amended and restated from time to time) between, amongst others, Optimal Payments plc as parent, NetInvest Limited as bidco and original borrower, BMO Capital Markets, Barclays Bank PLC and Deutsche Bank Luxembourg S.A. as arrangers and Barclays Bank PLC as agent and security agent (the “Existing Facility Agreement”);

any indebtedness incurred under any Ancillary Facility (as defined in the Existing Facility Agreement); and

associated hedging in respect of (a) or (b) above.

in relation to an Original Lender, the amount in the Base Currency set out opposite its name under the heading ‘Facility B1 Commitment’ in Part 4 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Facility B1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

in relation to any other Lender, the amount in the Base Currency of any Facility B1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to paragraph (l) of Clause 28.3 (Conditions of assignment) or Clause 28.15 (Notifiable Debt Purchase Transactions).

in relation to an Original Lender, the amount in EUR set out opposite its name under the heading ‘Facility B2 Commitment’ in Part 4 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Facility B2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

in relation to any other Lender, the amount in EUR of any Facility B2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to paragraph (l) of Clause 28.3 (Conditions of assignment) or Clause 28.15 (Notifiable Debt Purchase Transactions).

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

any Substitute Facility Office; or

in respect of any other Finance Party, the office in the jurisdiction in which it is incorporated.

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

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

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the IRS, the US 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;

in relation to a withholdable payment described in section 1473(1)(A)(ii) of the Code (which relates to gross proceeds from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

in relation to a passthru payment described in section 1471(d)(7) of the Code not falling within paragraph (a) or (b) above, 1 January 2019,

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 Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; 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

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

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

any Original Incremental Facility Lender; and

any bank or financial institution, trust, fund or other person which has become an Incremental Facility Lender in accordance with Clause 2.2 (Increase) or Clause 28 (Changes to the Lenders),

in relation to an Original Incremental Facility Lender under such Incremental Revolving Facility, the aggregate amount of any commitments made available by it pursuant to paragraph (a)(ii) of Clause 2.3 (Incremental Facility) and identified in the relevant Incremental Facility Increase Notice and attributable to that Original Incremental Facility Lender and the amount of any other Incremental Revolving Facility Commitment under that Incremental Revolving Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the aggregate amount of any Incremental Revolving Facility Commitments under such Incremental Revolving Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to Clause 28.15 (Notifiable Debt Purchase Transactions).

in relation to an Original Incremental Facility Lender under such Incremental Term Facility, the aggregate amount of any commitments made available by it pursuant to paragraph (a)(i) of Clause 2.3 (Incremental Facility) and identified in the relevant Incremental Facility Increase Notice and attributable to that Original Incremental Facility Lender and the amount of any other Incremental Term Facility Commitment under that Incremental Term Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the aggregate amount of any Incremental Term Facility Commitments under such Incremental Term Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to Clause 28.15 (Notifiable Debt Purchase Transactions).

in relation to an Original Lender, the amount in the Base Currency set out opposite its name under the heading ‘Revolving Facility Commitment’ in Part 4 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Initial Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

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

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to paragraph (l) of Clause 28.3 (Conditions of assignment) or Clause 28.15 (Notifiable Debt Purchase Transactions).

any patents, utility models, trademarks, service marks, business names, copyrights, database rights, registered designs, knowhow and all other intellectual property rights throughout the world and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications (and all goodwill associated with such applications) and rights to use such assets of each member of the Group, including all rights under any agreements relating to the use or exploitation of any such rights, which may now or in the future subsist.

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

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

the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

similar principles, rights and defences under the laws of any relevant jurisdiction; and

any other matters which are set out as qualifications or reservations (however described) as to matters of law in the Legal Opinions.

any Original Lender;

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase), 2.3 (Incremental Facility)) or Clause 28 (Changes to the Lenders); and

any Additional Refinancing Lender,

a letter of credit, substantially in the form set out in Schedule 7 (Form of Letter of Credit) or in any other form requested by a Revolving Facility Borrower (or the Parent on its behalf) and agreed by the Issuing Bank; or

any guarantee, indemnity or other instrument in a form requested by a Revolving Facility Borrower (or the Parent on its behalf) and agreed by the Agent and the Issuing Bank.

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

as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

in the context of a proposed amendment or waiver in relation to a proposed Utilisation of Facility B of any of the conditions in Clause 4.2 (Further conditions precedent), the Majority Facility B Lenders;

in the context of a proposed amendment or waiver in relation to a proposed Utilisation of the Initial Revolving Facility of any of the conditions in Clause 4.2 (Further conditions precedent), a Lender or Lenders whose Initial Revolving Facility Commitments aggregate more than 50% of the Total Initial Revolving Facility Commitments;

in the context of a proposed amendment or waiver in relation to a proposed Utilisation of an Incremental Revolving Facility of any of the conditions in Clause 4.2 (Further conditions precedent), a Lender or Lenders whose Incremental Revolving Facility Commitments in respect of that Incremental Revolving Facility aggregate more than 50% of the Total Incremental Revolving Facility Commitments in respect of that Incremental Revolving Facility;

in the context of a proposed amendment or waiver in relation to a proposed Utilisation of an Incremental Term Facility of any of the conditions in Clause 4.2 (Further conditions precedent), a Lender or Lenders whose Incremental Term Facility Commitments in respect of that Incremental Term Facility aggregate more than 50% of the Total Incremental Term Facility Commitments in respect of that Incremental Term Facility (in relation to each such Incremental Term Facility, the “Majority Incremental Term Facility Lenders”); and

otherwise a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50% of the Total Commitments immediately prior to that reduction) (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitment shall not be reduced by the amount of its Ancillary Commitment),

any current or former director, officer, employee or member of management of the Parent or any of its Subsidiaries or any Parent Entity who, at any time, is an investor in the Parent or any Parent Entity;

any trust, partnership, limited liability company, corporate body or other entity established by any such director, officer, employee or member of management of the Parent or any of its Subsidiaries to hold an investment in the Parent or any Parent Entity in connection with such Person’s estate or tax planning;

any spouse, parents, grandparents of any such director, officer, employee or member of management of the Parent or any of its Subsidiaries and any and all descendants of the foregoing, together with any spouse of any of the foregoing Persons, who are transferred an investment in the Parent or any Parent Entity by any such director, officer, employee or member of management of the Parent or any of its Subsidiaries in connection with such Person’s estate or tax planning; and

any Person who acquires an investment in the Parent or any Parent Entity by will or by the laws of intestate succession as a result of the death of an employee of the Parent or any of its Subsidiaries.

in relation to any Facility B1 Loan, 3.50% per annum;

in relation to any Facility B2 Loan, 3.25% per annum;

in relation to any Initial Revolving Facility Loan, 3.00% per annum;

in relation to any Incremental Facility Loan, the percentage rate per annum specified by the Parent in the relevant Incremental Facility Increase Notice;

in relation to any Refinancing Term Loan or Other Revolving Facility Loan, the percentage rate per annum specified in the relevant Refinancing Amendment relating to such Refinancing Term Loan or Other Revolving Facility Loan, as applicable;

in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

in relation to any other Unpaid Sum, the highest rate specified above,

no Event of Default under any of Clause 27.1 (Payment default) or Clauses 27.7 (Insolvency) to 27.10 (Similar events elsewhere) (inclusive) has occurred and is continuing;

a period of at least 6 Months has elapsed since the Initial Closing Date; and

the First Lien Net Leverage Ratio in respect of the most recently completed Relevant Period is within a range set out below,

First Lien Net Leverage Ratio

Greater than 5.00:1

Equal to or less than 5.00:1 but greater than 4.50:1

Equal to or less than 4.50:1 but greater than 4.00:1

Equal to or less than 4.00:1 but greater than 3.50:1

Equal to or less than 3.50:1

any increase or decrease in the Margin for a Loan shall take effect on:

the Business Day after receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 25.3 (Compliance Certificates); or

with respect to any Relevant Period ending with the fourth Financial Quarter of a Financial Year for which the Parent elects (in its sole and absolute discretion) to provide quarterly financial statements for such Financial Quarter (notwithstanding that it is not required to do so pursuant to Clause 25.2 (Financial Statements) and Clause 25.3 (Compliance Certificates)), the Business Day after receipt by the Agent of a Compliance Certificate (in a form consistent with the form required for a Compliance Certificate delivered with Quarterly Financial Statements (and, for the avoidance of doubt, without prejudice to the requirement to deliver a Compliance Certificate with the Annual Financial Statements in the form required by paragraph (b) of Clause 25.3 (Compliance Certificates))) for that Relevant Period;

if, following receipt by the Agent of the annual audited financial statements of the Group and related Compliance Certificate, those statements and Compliance Certificate demonstrate that (I) the Margin should have been reduced in accordance with the above table or (II) the Margin should not have been reduced in accordance with the above table, the next payment of interest under the relevant Facility following receipt of the relevant Annual Financial Statements by the Agent shall be increased or reduced (as the case may be) by such amount as is necessary to put the Agent, the Lenders and the Group (but with respect to payments to Lenders, only to Lenders who were participating in the Facilities both at the time to which the adjustments relate and the time when the adjustments are actually made) in the position they should have been in had the appropriate rate of Margin been applied at the time. The Agent’s determination of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall if so requested by the Parent provide the Parent with reasonable details of the calculation of such adjustments;

while an Event of Default under any of Clause 27.1 (Payment default) or Clauses 27.7 (Insolvency) to 27.10 (Similar events elsewhere) (inclusive) is continuing, the Margin for each Loan under Facility B and the Initial Revolving Facility shall be the highest percentage per annum set out above for a Loan under that Facility (or, in respect of any Incremental Facility Loan, the highest percentage rate per annum set out in the Incremental Facility Increase Notice in respect of the relevant Incremental Facility Commitments) provided that, once such Event of Default is remedied or waived, the applicable Margin shall be recalculated on the basis of the then most recently delivered Compliance Certificate and any variation of the Margin will apply with effect from the first day after that Event of Default ceased to be continuing; and

for the purpose of determining the Margin, the First Lien Net Leverage Ratio and Relevant Period shall be determined in accordance with Schedule 12 (General Undertakings) and paragraph (d) of Clause 1.6 (Calculations).

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

the ability of the Group (taken as a whole) to perform its payment obligations under the Finance Documents.

until the first set of Annual Financial Statements and accompanying Compliance Certificate are delivered, each wholly-owned Restricted Subsidiary of the Parent which has unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA taking each entity on an unconsolidated basis and excluding all intra-Group items) representing more than 5% of the Consolidated EBITDA of the Target Group (as determined by reference to the Target Group’s most recently available annual audited financial statements);

following delivery of the first set of Annual Financial Statements and accompanying Compliance Certificate, each wholly-owned Restricted Subsidiary of the Parent which has unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA taking each entity on an unconsolidated basis and excluding all intra-Group items) representing more than 5% of the Consolidated EBITDA of the Group (as determined by reference to the most recent Compliance Certificate supplied by the Company or the Parent with the Annual Financial Statements in each Financial Year ending after the Final Closing Date, and a report by the Auditors that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties); and

any direct Holding Company of a Restricted Subsidiary which itself is a Material Subsidiary pursuant to paragraph (a) or (b) above, provided such Holding Company is also a wholly-owned member of the Group.

(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.

other than any Original Lender and their Affiliates, is not an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact);

is a Defaulting Lender; or

has failed to make (or has notified the Agent and the Parent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 30.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of Defaulting Lender.

in relation to an Additional Refinancing Lender, the aggregate amount of any revolving facility commitments made available pursuant to Clause 39.4 (Refinancing Amendments) and identified in the relevant Refinancing Amendment relating to such Other Revolving Facility Commitments and attributable to that Additional Refinancing Lender and the amount of any other Other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

in relation to any other Lender, the aggregate amount of any Other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to paragraph (l) of Clause 28.3 (Conditions of assignment) or Clause 28.15 (Notifiable Debt Purchase Transactions).

the greater of USD 350,000,000 (or its equivalent in another currency) and 100% of LTM Consolidated EBITDA; plus

an unlimited additional amount:

in respect of any Incremental Facility Commitments and/or any Incremental Equivalent Debt established substantially simultaneously therewith, secured on a pari passu lien basis with Facility B and which would be included in the calculation of the First Lien Net Leverage Ratio, provided that:

the First Lien Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available is less than or equal to 5.30:1.00 (calculated on a Pro Forma Basis for the incurrence and use of such Incremental Facility and/or Incremental Equivalent Debt and as if such Incremental Facility Commitments and/or Incremental Equivalent Debt were outstanding and fully drawn or utilised on the last day of such Relevant Period); or

if incurred or assumed in connection with any Permitted Acquisition or other Investment (in each case, as defined in Schedule 12 (General Undertakings)), the First Lien Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available after giving effect to such Permitted Acquisition or Investment is equal to or less than the greater of:

5.30:1.00; and

the First Lien Net Leverage Ratio immediately prior thereto,

the proceeds of such Incremental Facility Commitments and/or Incremental Equivalent Debt are to be applied to refinance (in whole or in part) any Indebtedness of the Group secured on a pari passu lien basis with the Facilities and which are Senior Creditor Liabilities, Senior Notes Liabilities or Permitted Senior Financing Liabilities (each as defined in the Intercreditor Agreement) (plus an amount equal to all related fees, commissions, costs and expenses incurred by the Group with respect to such Incremental Facility and/or Incremental Equivalent Debt);

in respect of any Incremental Second Lien Facility Commitments and/or any Incremental Equivalent Debt established substantially simultaneously therewith, secured on a pari passu lien basis or junior lien basis to the Second Lien Facility and which would be included in the calculation of the Total Secured Net Leverage Ratio, provided that:

the Total Secured Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available is less than or equal to 6.75:1.00 (calculated on a Pro Forma Basis for the incurrence and use of such Incremental Second Lien Facility Commitments and/or Incremental Equivalent Debt and as if such Incremental Second Lien Facility Commitments and/or Incremental Equivalent Debt were outstanding and fully drawn or utilised on the last day of such Relevant Period); or

if incurred or assumed in connection with any Permitted Acquisition or other Investment (in each case, as defined in Schedule 12 (General Undertakings)), the Total Secured Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available after giving effect to such Permitted Acquisition or Investment is equal to or less than the greater of:

6.75:1.00; and

the Total Secured Net Leverage Ratio immediately prior thereto,

the proceeds of such Incremental Second Lien Facility Commitments and/or Incremental Equivalent Debt are to be applied to refinance (in whole or in part) any Indebtedness of the Group ranking pari passu with or on a junior lien basis to the Second Lien Facility and which are Second Lien Liabilities (as defined in the Intercreditor Agreement) (plus an amount equal to all related fees, commissions, costs and expenses incurred by the Group with respect to such Incremental Facility and/or Incremental Equivalent Debt); and

in respect of any other Incremental Equivalent Debt which is unsecured or not secured by the Charged Property and would not be included in the calculation of the First Lien Net Leverage Ratio or the Total Secured Net Leverage Ratio, provided that:

at the option of the Parent (in its sole and absolute discretion), either:

the Total Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available is less than or equal to 6.75:1.00 (calculated on a Pro Forma Basis for the incurrence and use of such Incremental Equivalent Debt and as if such Incremental Equivalent Debt was outstanding and fully drawn or utilised on the last day of such Relevant Period); or

the Fixed Charge Coverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available is equal to or greater than 2.00:1.00 (calculated on a Pro Forma Basis for the incurrence and use of such Incremental Equivalent Debt and as if such Incremental Equivalent Debt was outstanding and fully drawn or utilised on the last day of such Relevant Period); or

if incurred or assumed in connection with any Permitted Acquisition or other Investment (in each case, as defined in Schedule 12 (General Undertakings)), at the option of the Parent (in its sole and absolute discretion), either:

the greater of (x) the Total Net Leverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available after giving effect to such Permitted Acquisition or other Investment is equal to or less than 6.75:1.00, or (y) the Total Net Leverage Ratio immediately prior thereto (in each case, calculated on a Pro Forma Basis for the incurrence of such Incremental Equivalent Debt and such Permitted Acquisition or Investment); or

the lower of (x) the Fixed Charge Coverage Ratio as of the last day of the most recently ended Relevant Period for which internal consolidated financial statements are available after giving effect to such Permitted Acquisition or other Investment is equal to or greater than 2.00:1.00, or (y) the Fixed Charge Coverage Ratio immediately prior thereto (in each case calculated on a Pro Forma Basis for the drawing in full of such Incremental Equivalent Debt and such Permitted Acquisition or Investment); or

the proceeds of such Incremental Equivalent Debt are to be applied to refinance (in whole or in part) any Indebtedness of the Group which is unsecured or not secured by the Charged Property (plus an amount equal to all related fees, commissions, costs and expenses incurred by the Group with respect to such Incremental Equivalent Debt),

an additional amount:

in respect of any Incremental Facility Commitments and/or any Incremental Equivalent Debt secured on a pari passu lien basis with Facility B, unless already utilised pursuant to sub-paragraph (ii) or (iii) below, equal to the aggregate of: (x) all voluntary prepayments, repurchases, redemptions and other retirements of Facility B, any Incremental Facility Commitments and/or any Incremental Equivalent Debt secured on a pari passu lien basis with Facility B, and (y) all permanent reductions of the Initial Revolving Facility and/or any Incremental Revolving Facility made prior to such date of incurrence (in each case, including Debt Purchase Transactions, which shall be credited to the extent of the actual purchase price paid in cash) (other than voluntary prepayments, repurchases, redemptions and other retirements and voluntary commitment reductions to the extent funded by a contemporaneous refinancing with long-term funded indebtedness (other than revolving loans)) (the “First Lien Incremental Prepayment Amount”); and

in respect of any Incremental Second Lien Facility Commitments and/or any Incremental Equivalent Debt secured on a pari passu lien basis with the Second Lien Facility, equal to the aggregate of: (x) the First Lien Incremental Prepayment Amount (unless already utilised pursuant to sub-paragraph (i) above), and (y) unless already utilised pursuant to sub-paragraph (iii) below, all voluntary prepayments, repurchases, redemptions and other retirements of the Second Lien Facility, any Incremental Second Lien Facility and any Incremental Equivalent Debt secured on a pari passu lien basis with the Second Lien Facility (including Debt Purchase Transactions (as such term is defined in the Second Lien Facility Agreement), which shall be credited to the extent of the actual purchase price paid in cash) (other than voluntary prepayments, repurchases, redemptions and other retirements and voluntary commitment reductions to the extent funded by a contemporaneous refinancing with long-term funded indebtedness (other than revolving loans)) (the “Second Lien Incremental Prepayment Amount”); and

in respect of any Incremental Equivalent Debt which is unsecured or not secured by the Charged Property or is secured by the Charged Property on a junior lien basis to the Second Lien Facility, equal to the aggregate of: (x) the First Lien Incremental Prepayment Amount (unless already utilised pursuant to sub-paragraph (i) or (ii) above, without duplication), (y) the Second Lien Incremental Prepayment Amount (unless already utilised pursuant to sub-paragraph (ii) above), and (z) all voluntary prepayments, repurchases, redemptions and other retirements of any Incremental Equivalent Debt which is unsecured or not secured by the Charged Property or is secured by the Charged Property on a junior lien basis to the Second Lien Facility (other than voluntary prepayments, repurchases, redemptions and other retirements and voluntary commitment reductions to the extent funded by a contemporaneous refinancing with long-term funded indebtedness (other than revolving loans)),

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

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

(for any other currency) two Business Days before the first day of that period,

in relation to an Additional Refinancing Lender, the aggregate amount of any term facility commitments made available pursuant to Clause 39.4 (Refinancing Amendments) and identified in the relevant Refinancing Amendment relating to such Refinancing Term Commitments and attributable to that Additional Refinancing Lender and the amount of any other Refinancing Term Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

in relation to any other Lender, the aggregate amount of any Refinancing Term Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

cancelled, reduced or transferred by it under this Agreement; or

deemed to be zero pursuant to paragraph (l) of Clause 28.3 (Conditions of assignment) or Clause 28.15 (Notifiable Debt Purchase Transactions).

its jurisdiction of incorporation; and

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

in relation to euro, the European interbank market;

in relation to CAD, the market for Canadian bankers’ acceptances; and

in relation to any other currency, the London interbank market.

the legal bidder due diligence report dated on or about 4 July 2017 prepared by Latham & Watkins LLP;

the legal bidder due diligence report dated on or about 5 July 2017 in respect of gambling regulation prepared by Clifford Chance LLP;

the financial and tax bidder due diligence report dated on or about 6 July 2017 prepared by PricewaterhouseCoopers LLP;

the technology, costs and cybersecurity bidder due diligence report dated on or about 6 July 2017 prepared by AlixPartners LLP;

the Tax Structure Memorandum; and

the commercial bidder due diligence report dated on or about 5 July 2017 prepared by Bain & Company.

the regulatory capital that a Regulated Entity is required to maintain pursuant to any Capital Requirement;

the Settlement Cash Balances of that Regulated Entity and any other cash held by or on behalf of that Regulated Entity for merchants, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person;

any amounts held by or on behalf of that Regulated Entity (including, without limitation, in Segregated Accounts) in accordance with the terms of a licence, order, rule, principle, guideline or guidance issued by a Relevant Regulator and/or the Payment Services Directive (PSD, 2007/64/EC), the Second Payment Services Directive (PSD 2, (EU) 2015/2366) or the E-Money Directive or any relevant implementing regulation or legislation (including but not limited to the Electronic Money Regulations 2011, the Payment Services Regulations 2009 and/or the Payment Services Regulations 2017), as amended and/or replaced from time to time, for merchants, other payment service users or payment service providers, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person;

any sums receivable by or on behalf of that Regulated Entity from or under any End User, Card Scheme, bank, financial institution or other similar entity or person for onward transmission or remittance to a merchant;

any sums receivable by or on behalf of that Regulated Entity from a merchant for onward transmission or remittance to or under any End User, Card Scheme, bank, financial institution or other similar entity or person;

any right, title or interest of that Regulated Entity in or under any letter of credit, guarantee, cash collateral or other financial support or Security provided by a bank, financial institution or other similar entity (or an affiliate thereof) for its account to any End User or Card Scheme counterparty; and

any bank accounts which contain or are reasonably likely to contain any of the aforementioned assets.

made or to be made on the same day that:

a maturing Revolving Facility Loan under that Revolving Facility is due to be repaid; or

a payment of outstandings under an Ancillary Facility in connection with that Revolving Facility is due to be met;

a demand by the Agent pursuant to a drawing in respect of, or payment by the Group in respect of, a Letter of Credit issued in connection with that Revolving Facility is due to be met; and

the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan, Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit;

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)), Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit; and

made or to be made to the same Revolving Facility Borrower (or, if applicable in the case of an Ancillary Facility Utilisation, that Revolving Facility Borrower’s Affiliate) or the Parent for the purpose of:

refinancing that maturing Revolving Facility Loan or Ancillary Facility Utilisation; or

satisfying the relevant claim in respect of that Letter of Credit.

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

in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

in relation to CDOR, the average discount rates for Canadian bankers’ acceptances (with a period to maturity equal in length to the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement)) displayed on page CDOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).

any amounts owed to a member of the Group from End Users and/or cardholders of any Card Scheme after taking into account write downs for anticipated doubtful debts;

any amounts due from an End User, Card Scheme, bank, financial institution or other similar entity or person under Settlement Contracts; and

any Settlement Cash Balances.

any amounts due from a member of the Group to an End User, Card Scheme, merchant, cardholder of a Card Scheme, bank, financial institution or other similar entities or persons (including, without limitation, by way of any e-wallet or other account provided or otherwise made available by any member of the Group) under Settlement Contracts; and

any Settlement Payables.

a Lender or Lenders whose Commitments aggregate 66²⁄₃% or more of the Total Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment); and

if the Total Commitments have been reduced to zero, whose Commitments aggregated to 66²⁄₃% or more of the Total Commitments immediately prior to that reduction.

in respect of Facility B, the date falling seven years after the Initial Closing Date;

in respect of the Initial Revolving Facility, the date falling six years after the Initial Closing Date; and

in relation to each Incremental Facility, the date specified in the relevant Incremental Facility Increase Notice,

each of the security documents listed in paragraph 2 of Part 2 of Schedule 2 (Conditions Precedent); and

any security document entered into by an Obligor required to be delivered to the Agent or the Security Agent pursuant to this Agreement,

the proposed Transfer Date specified in the relevant Assignment Agreement; and

the date on which the Agent executes the relevant Assignment Agreement.

a Borrower which is resident for tax purposes in the US; or

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

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, (including any goods and services tax, value added tax or consumption tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

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

in relation to any other applicable 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 or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

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

Construction

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

a capitalised form not defined in Clause 1.1 (Definitions) has the meaning given to it in Schedule 12 (General Undertakings);

the “Agent”, any “Arranger”, any “Bookrunner”, any “Co-Manager”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security 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 Security Agent, any person for the time being appointed as Security Agent or Security 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 Agent and the Parent;

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

“cash” includes all cash at hand or in transit or in tills or payments made by cheques or debit cards or credit cards which are yet to be received or cleared funds;

a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

“guarantee” means (other than in Clause 23 (Guarantees 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, guarantor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

the “Interest Period” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;

references to any matter being “permitted” under this Agreement or any other Finance Document or other agreement shall (other than in respect of Clause 28 (Changes to the Lenders), paragraph (c) of Clause 30.16 (Relationship with the Lenders) or any equivalent or substantially similar provision in any other Finance Document or other agreement) include

a Lender’s “participation” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

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

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;

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 Revolving Facility Borrower providing cash cover for a Letter of Credit or an Ancillary Facility means a Revolving Facility Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of the Revolving Facility Borrower and the following conditions being met:

the account is with the Security Agent, the Issuing Bank or the relevant Ancillary Lender for which that cash cover is to be provided;

subject to paragraph (b) of Clause 7.6 (Regulation and consequences of cash cover provided by Borrower), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and

the Revolving Facility Borrower has executed a security document over that account, in form and substance satisfactory to the Security Agent or Ancillary Lender with which that account is held, creating a first ranking security interest over that account.

A Default (including an Event of Default) is continuing if it has not been remedied or waived. If any Default or Event of Default has occurred but is no longer continuing (a “Cured Default”), any other Default or Event of Default which would not have arisen had the Cured Default not occurred, shall be deemed not to be continuing automatically upon, and simultaneous with, the remedy or waiver of the Cured Default. For the avoidance of doubt, any Default in respect of a failure to comply with any obligation in a Finance Document to deliver any notice, certificate or other document or information, as applicable, within a prescribed time period (including, without limitation, under Clause 25 (Information and Accounting Undertakings)) shall be deemed to be cured upon performance of such obligation even though such performance is not within the prescribed period specified in any Finance Document.

A Borrower “repaying” or “prepaying” a Letter of Credit or Ancillary Outstandings means:

that Borrower providing cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;

the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms;

in the case of a Letter of Credit, that Letter of Credit is returned by the beneficiary with its written confirmation that it is released and cancelled;

in the case of a Letter of Credit, a bank or financial institution approved by the Issuing Bank (acting reasonably) has issued an unconditional and irrevocable guarantee, indemnity, counter indemnity or similar assurance against financial loss in respect of amounts due under that Letter of Credit; or

the Issuing Bank or Ancillary Lender being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility,

An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility, unless a contrary indication appears.

A Lender funding its participation in an Utilisation includes a Lender participating in a Letter of Credit.

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Revolving Facility Borrower in respect of that Letter of Credit at that time.

A Revolving Facility Borrower’s obligation on Utilisations becoming due and payable includes the Revolving Facility Borrower repaying any Letter of Credit in accordance with paragraph (g) above.

The definitions in this Clause 1 shall apply equally to both the singular and plural forms of the terms defined.

Luxembourg Terms

prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to (i) an Obligor or (ii) any other company, in either case, incorporated or established in Luxembourg, a reference to:

a “winding-up”, “administration”, “liquidation”, “insolvency” or “dissolution” includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes, without any limitation, any:

juge-commissaire and/or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code;

liquidateur appointed under Articles 141 to 151 of the Luxembourg act of 10 August 1915 on commercial companies, as amended;

juge-commissaire and/or liquidateur appointed under Article 203 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended;

commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 of the Luxembourg Commercial Code; and

juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition to avoid bankruptcy, as amended;

a “lien”, “security” or “security interest” includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

a “person being unable to pay its debts” or “a person admitting inability to pay its debts” includes that person being a state of cessation de paiements;

“creditors process” means an executory attachment (saisie exécutoire) or conservatory attachment (saisie conservatoire);

a “guarantee” includes if so expressed any garantie which is independent from the debt to which it relates and excludes in that case any suretyship (cautionnement) within the meaning of articles 2011 and seq. of the Luxembourg civil code;

“by-laws” or “constitutional documents” includes up-to-date (restated) articles of association (statuts coordonnés); and

a “director” or a “manager” includes an administrateur and a gérant.

Quebec Terms

Without prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to (x) a Canadian Obligor; (y) any other company incorporated or established in Canada or (z) any assets, liabilities or entities located in the Province of Québec, and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec:

“personal property” shall be deemed to include “movable property”;

“real property” or “real estate” shall be deemed to include “immovable property”;

“tangible property” shall be deemed to include “corporeal property”;

“intangible property” shall be deemed to include “incorporeal property”;

“security interest”, “mortgage” and “lien” shall be deemed to include a “hypothec”, “right of retention”, “prior claim”, “reservation of ownership” and a resolutory clause;

all references to filing, perfection, priority, remedies, registering or recording under the Uniform Commercial Code or a Personal Property Security Act of any province or territory in Canada shall include publication under the Civil Code of Québec;

all references to “perfection” of or “perfected” liens or security interest shall be deemed to include a reference to an “opposable” or “set up” hypothec, lien or security interest as against third parties;

any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”;

“goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities;

an “agent” shall be deemed to include a “mandatary”;

“construction liens” or “mechanics, materialmen, repairmen, construction contractors or other like Liens” shall be deemed to include “legal hypothecs” and “legal hypothecs in favour of persons having taken part in the construction or renovation of an immovable”;

“joint and several” shall be deemed to include solidary;

“gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”;

“beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatary”;

“servitude” shall be deemed to include easement;

“priority” shall be deemed to include “rank” or “prior claim”, as applicable;

“survey” shall be deemed to include “certificate of location and plan”;

“fee simple title” shall be deemed to include “absolute ownership” and “ownership” (including ownership under a right of superficies);

“accounts” shall be deemed to include “claims”;

“legal title” shall be deemed to include “holding title on behalf of an owner as mandatory or prete-nom”;

“ground lease” shall be deemed to include “emphyteusis” or a “lease with a right of superficies, as applicable;

“leasehold interest” shall be deemed to include a “valid lease”;

“lease” shall be deemed to include a “leasing contract”; and

“guarantee” and “guarantor” shall be deemed to include “suretyship” and “surety”, respectively.

The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

Isle of Man Terms

prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to:

an Obligor; or

any other company,

reference to any English legal concept, term, action, remedy, method of judicial proceeding, legal document, legal status, court or official shall be deemed to also refer to what most nearly approximates to it in the Isle of Man; and

reference to any English statute, bye-law, regulation, rule, delegated legislation or order shall, in relation to any assets owned, liabilities incurred, company incorporated or business carried on in the Isle of Man, be deemed to include what most nearly approximates to it in the Isle of Man.

Calculations

Without prejudice to the rights of the Group under Clause 14 of Schedule 12 (General Undertakings) and subject always to paragraph (g) below, when applying any monetary limits, thresholds and other exceptions to the representations and warranties, undertakings and Events of Defaults under the Finance Documents, the equivalent to an amount in the Base Currency shall be calculated as at the date of the

In the event that any amount or transaction meets the criteria of more than one of the categories, baskets or exceptions set out in this Agreement, the Parent may, in its sole and absolute discretion, classify (and may from time to time divide and/or reclassify) all or a portion of that amount or transaction to a particular category, basket or exception and will only be required to include that amount or transaction in one of those categories, baskets or exceptions (and for the avoidance of doubt, any amount or transaction may at the option of the Parent (in its sole and absolute discretion) be split between different categories, baskets or exceptions); provided that:

for purposes of determining compliance with Clause 2 (Liens) of Schedule 12 (General Undertakings), in the event that a portion of Indebtedness or other obligations secured by a Lien could be classified as secured in part pursuant to Clause 2(dd) or 2(gg) of Schedule 12 (General Undertakings) (giving pro forma effect to the incurrence of such portion of such Indebtedness or other obligations), the Parent, in its sole and absolute discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof) as having been secured pursuant to Clause 2(dd) or 2(gg) of Schedule 12 (General Undertakings) and thereafter the remainder of the Indebtedness or other obligations as having been secured pursuant to one or more of the other clauses of Clause 2 (Liens) of Schedule 12 (General Undertakings) and if any such test would be satisfied in any subsequent fiscal quarter following the relevant date of determination, then such reclassification shall be deemed to have automatically occurred at such time; and

for purposes of determining compliance with Clause 4 (Indebtedness) of Schedule 12 (General Undertakings):

all Indebtedness outstanding under the Finance Documents, the Second Lien Facility Agreement and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding in reliance only on the exception in paragraph (a) of Clause 4 (Indebtedness) of Schedule 12 (General Undertakings);

in the event that a portion of Indebtedness or other obligation was initially incurred pursuant to a fixed basket but, in any subsequent fiscal quarter following the relevant date of determination, could be classified as incurred under a “ratio-based” basket (giving pro forma effect to the incurrence of such portion of such Indebtedness or other obligations), such Indebtedness or other obligation shall be automatically reclassified as having been incurred pursuant to such “ratio-based” basket at such time.

Leases which would have been treated as operating leases in accordance with the Accounting Principles as in effect on the date of this Agreement shall continue to be treated as operating leases under this Agreement in accordance with such Accounting Principles notwithstanding any changes being made to or becoming effective under the Accounting Principles after the date hereof (it being understood that IFRS 16 (Leases) will not be effective until 1 January 2019 and, notwithstanding any introduction or agreed implementation dates and steps already taken in respect thereof, is not in effect or applicable on the date of this Agreement).

The First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio and all other leverage and ratio calculations for the purposes of the Finance Documents shall exclude all Revolving Facility Utilisations and any utilisations under an Ancillary Facility (other than for the purposes of testing the financial covenant contained in Clause 11 (Financial covenant) of Schedule 12 (General Undertakings) in accordance with the terms thereof).

For the purposes of this Agreement, in the event any fixed baskets are intended to be utilised together with any incurrence-based baskets in a single transaction or action or series of related transactions or actions (including with respect to any Incremental Facility or other incurrence of Indebtedness) (for the purposes of this paragraph (e), a “Relevant Transaction”):

compliance with or satisfaction of any applicable financial ratios or tests for the portion of such Relevant Transaction to be incurred under any incurrence-based baskets shall first be calculated without giving effect to amounts being utilised pursuant to any fixed baskets, but giving full pro forma effect to all applicable and related transactions (including, subject to the foregoing with respect to fixed baskets, any incurrence and repayments of indebtedness) and all other permitted pro forma adjustments (except that the incurrence of any indebtedness under any Revolving Facility immediately prior to or in connection therewith shall be disregarded); and

thereafter, incurrence of the portion of such Relevant Transaction to be incurred under any fixed baskets shall be calculated.

From the date of this Agreement until the earlier of:

the date falling 90 days after (and excluding) the Final Closing Date (the “Latest Accession Date”); and

the date it becomes an Additional Guarantor,

In ascertaining (1) the amount in USD of any Facility B2 Loan, (2) any leverage or ratio-based test, (3) any Indebtedness in respect of any Facility B2 Loan or (4) the Majority Lenders, the Majority Facility B Lenders, the Majority Revolving Facility Lenders, the Super Majority Lenders or the Super Majority Revolving Facility

in the case of Facility B2 Loans or Facility B2 Commitments, be deemed to be converted into USD using the Agent’s Spot Rate of Exchange (or such other rate as agreed between the Parent and the Agent) (the “Facility B2 EUR/USD Rate”) on the Facility B2 Conversion Date; and

in the case of any other Non-Base Currency Amounts, be deemed to be converted into USD at the Agent’s Spot Rate of Exchange on the day on which the relevant determination is made.

For the purposes of calculating the Permitted Incremental Available Amount:

Incremental Facility Commitments, Incremental Second Lien Facility Commitments and/or Incremental Equivalent Debt (for the purpose of this paragraph (h), “Additional Indebtedness”) may be established under:

paragraphs (a) and (b);

paragraphs (b) and (c); or

paragraphs (a), (b) and (c),

paragraph (b) and then, to the extent applicable,

paragraph (a) or (c),

the applicable Borrower may redesignate any Additional Indebtedness originally established under paragraph (a) or (c) of the definition of Permitted Incremental Available Amount as having been established under paragraph (b) thereof, provided that at the time of such redesignation, such Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under paragraph (b) of the definition of Permitted Incremental Available Amount. For the purposes of paragraph (g)(i) of Clause 4 (Indebtedness) of Schedule 12 (General Undertakings):

the Parent shall be deemed to have used paragraph (g)(i)(B) (to the extent permitted by the pro forma calculation of the applicable ratio test) prior to paragraph (g)(i)(A);

proceeds from paragraphs (g)(i)(A) and (g)(i)(B) may be utilized in a single transaction by first calculating the incurrence under paragraph (g)(i)(B) (without inclusion of any amounts utilized pursuant to paragraph (g)(i)(A)) and then calculating the incurrence under paragraph (g)(i)(A); and

the Parent may redesignate all or any portion of Indebtedness originally designated as incurred under paragraph (g)(i)(A) as having been incurred under paragraph (g)(i)(B) so long as, at the time of such redesignation, the Parent would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under paragraph (g)(i)(B) (which, for the avoidance of doubt, shall have the effect of increasing paragraph (g)(i)(A) by the amount of such redesignated Indebtedness).

For the purposes of paragraph (g)(ii) of Clause 4 (Indebtedness) of Schedule 12 (General Undertakings):

the Parent shall be deemed to have used paragraph (g)(ii)(B)(II) (to the extent permitted by the pro forma calculation of the applicable ratio test) prior to paragraph (g)(ii)(B)(I);

proceeds from paragraphs (g)(ii)(B)(I) and (g)(ii)(B)(II) may be utilized in a single transaction by first calculating the incurrence under paragraph (g)(ii)(B)(II) (without inclusion of any amounts utilized pursuant to paragraph (g)(ii)(B)(I)) and then calculating the incurrence under paragraph (g)(ii)(B)(I); and

the Parent may redesignate all or any portion of Indebtedness originally designated as incurred under paragraph (g)(ii)(B)(I) as having been incurred under paragraph (g)(ii)(B)(II) so long as, at the time of such redesignation, the Parent would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under paragraph (g)(ii)(B)(II) (which, for the avoidance of doubt, shall have the effect of increasing paragraph (g)(ii)(B)(I) by the amount of such redesignated Indebtedness).

Currency symbols and definitions

“£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom. “€”, “EUR” and “euro” denote the single currency of the Participating Member States. “$”, “USD” and “US dollars” denote the lawful currency of the United States of America. “CAD” denotes the lawful currency of Canada.

Any amounts stated in US dollars shall also be a reference to its equivalent amount in other currencies (if applicable).

Third party rights

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

Notwithstanding any term of any Finance Document, the consent of any person which is not a Party is not required to amend, rescind or vary this Agreement at any time.

Intercreditor Agreement

Personal Liability

Target Group

No Investor Recourse

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, the Lenders make available:

a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility B1 Commitments;

a term loan facility in EUR in an aggregate amount equal to the Total Facility B2 Commitments; and

a multi-currency revolving credit facility in an aggregate Base Currency Amount equal to the Total Initial Revolving Facility Commitments.

Facility B1 will be available to US Mergerco and any rights, benefits and obligations of US Mergerco thereunder may be assumed by the Debt Pushdown Borrower pursuant to Clause 2.6 (Debt Pushdown) in connection with a Debt Pushdown.

Facility B2 will be available to Lux FinCo and, at the Parent’s option (in its sole and absolute discretion), US Mergerco, and any rights, benefits and obligations of US Mergerco thereunder may be assumed by the Debt Pushdown Borrower pursuant to Clause 2.6 (Debt Pushdown) in connection with a Debt Pushdown.

Each Revolving Facility will be available to the Revolving Facility Borrowers.

Each Incremental Facility will be available to the Incremental Facility Borrowers as specified in the applicable Incremental Facility Increase Notice.

Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Revolving Facility Borrowers in place of all or part of its Commitment under a Revolving Facility.

Increase

The Parent may by giving prior notice to the Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 11.9 (Right of cancellation in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 11.8 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank);

paragraph (a) of Clause 11.8 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank); or

Clause 11.1 (Illegality),

the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Parent (each of which shall not be an Affiliated Lender, the Parent or a member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.2 without the prior consent of that Party);

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

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

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

any increase in the Commitments relating to a Facility shall take effect on the date specified by the Parent 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 Commitments relating to a Facility will only be effective on:

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, and the Agent shall promptly notify the Parent and the Increase Lender upon being so satisfied.

Each Increase Lender, 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 Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

The Parent shall within five Business Days of demand pay to the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them (and/or any Receiver or Delegate) in connection with any increase in Commitments under this Clause 2.2.

If required by the Agent, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 28.5 (Assignment fee) if the increase was an assignment pursuant to Clause 28.7 (Procedure for assignment) and if the Increase Lender was a New Lender.

The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter.

Clause 28.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

the New Lender were references to that Increase Lender; and

a re-transfer and re-assignment were references to respectively a transfer and assignment.

Incremental Facility

Subject to this Clause 2.3 the Parent may, at any time and from time to time following the expiry of the Certain Funds Period in respect of Facility B and the Initial Revolving Facility, by giving at least three Business Days’ notice (or such shorter period as the Agent may agree) by delivering to the Agent a duly completed Incremental Facility Increase Notice complying with paragraphs (b) and (c) below (signed by the CEO or CFO):

increase the commitments under an existing Term Facility and/or establish additional commitments for a new term facility (any such increased or additional commitments for a new term facility, an “Incremental Term Facility”); and/or

increase the commitments under an existing Revolving Facility and/or establish additional commitments for a new Revolving Facility (any such increased or additional commitments for a new Revolving Facility an “Incremental Revolving Facility”).

Each Incremental Facility Increase Notice will not be regarded as being duly completed unless it specifies the following matters in respect of any such Incremental Facility Commitments:

the Availability Period;

whether such Incremental Facility is to be provided on a ‘certain funds basis’;

whether such Incremental Facility Commitments will be used to establish an Incremental Term Facility, an Incremental Revolving Facility or used to increase the Commitments under a Term Facility or a Revolving Facility;

the identities of the Borrowers in respect of the Incremental Facility Commitments which may be an existing Borrower or another member of the Group which accedes as a Borrower in accordance with Clause 29.2 (Additional Borrowers);

the amount of the Incremental Facility Commitments allocated to each Original Incremental Facility Lender;

the Margin (and any applicable margin ratchet);

the commitment fees payable to the Incremental Facility Lender(s) in connection with the provision of Incremental Facility Commitments;

the Termination Date;

the currency or currencies in which the Incremental Facility Commitments are to be committed and the currency or currencies in which the Incremental Facility Commitments are to be drawn;

any applicable guarantee limitations in accordance with the Agreed Security Principles; and

the purpose of the Incremental Facility,

An Incremental Facility Increase Notice shall only be valid if:

it is served on or before the Termination Date of Facility B, or, if later, the Termination Date of any then existing Incremental Facility Commitments;

other than in relation to Customary Bridge Loans, in relation to any Incremental Term Facility Commitments incurred prior to the date falling six calendar months after the Initial Closing Date and denominated in any of the currencies described in the table below, and that mature prior to the date falling two years after the relevant Termination Date (as in effect on the Initial Closing Date) in respect of the corresponding Loans described in the table below (the “Relevant MFN Loans”) based on the currency of such Incremental Term Facility Commitments, the aggregate Yield in respect of such Incremental Term Facility Commitments does not exceed 1.00% per annum higher than the aggregate Yield applicable to the Relevant MFN Loans on the Initial Closing Date, unless the Yield applicable to such Relevant MFN Loans on the Initial Closing Date is offered to be increased to the extent necessary so that the Yield for such Incremental Term Facility Commitments does not exceed 1.00% per annum above the increased Yield for such Relevant MFN Loans on the Initial Closing Date:

Relevant MFN Loans

Currency of Incremental Term

Facility Commitment

that:

if any Incremental Term Facility Commitments include a EURIBOR, LIBOR or other base rate floor that is higher than the EURIBOR, LIBOR or other base rate floor applicable to the Relevant MFN Loans, such differential between EURIBOR, LIBOR or other base rate floors, as applicable, shall be included in the calculation of aggregate Yield for the purposes of this paragraph (ii) but only to the extent an increase in the EURIBOR, LIBOR or other base rate floor applicable to such Relevant MFN Loans would cause an increase in the interest rate then in effect thereunder, and in such case the EURIBOR, LIBOR or other base rate floor (but not the Margin) applicable to the Relevant MFN Loans shall be increased to the extent

this paragraph (ii) shall not apply to any Incremental Term Facility Commitments:

that are in a principal amount equal to or less than the MFN Threshold; or

that are incurred in connection with a Permitted Acquisition or an Investment permitted under this Agreement;

subject to the Permitted Earlier Maturity Indebtedness Exception, while any Facility B Commitments are in place, in relation to any Incremental Term Facility Commitments, other than in relation to Customary Bridge Loans, such Incremental Term Facility Commitments:

may amortise at a rate not greater than five per cent. per annum of the original principal amount of such Incremental Term Facility Commitment prior to the Termination Date in respect of Facility B, unless the Parent has also offered to the Facility B Lenders, in respect of the respective Facility B Loans made available by such Facility B Lenders, the same percentage amortisation prepayment per annum for the corresponding year, provided that a Facility B Lender will be automatically deemed to have rejected such offer unless such Facility B Lender notifies the Agent that it has accepted such offer by 11 a.m. on the date falling three Business Days after the date of such offer (or such later date as agreed by the Parent (in its sole and absolute discretion), and provided further that if all Facility B Loans have been repaid in full, or all Facility B Loans then outstanding would be repaid in full after giving effect to the application of proceeds from such Incremental Term Facility Commitments, any amortisation profile may apply;

do not have a Weighted Average Life to Maturity shorter than the Weighted Averaged Life to Maturity then applicable to Facility B (subject to any amortisation of such Incremental Term Facility Commitments permitted by sub-paragraph (iii)(A) above); and

do not have a termination date earlier than the Termination Date applicable to Facility B;

while any Initial Revolving Facility Commitments are in place, the Termination Date of any Incremental Revolving Facility Commitments, is no earlier than the Termination Date originally applicable to the Initial Revolving Facility;

subject to Clause 14 (Calculations) of Schedule 12 (General Undertakings), the aggregate principal amount of such Incremental Facility Commitments then outstanding would not (as at the time such Incremental Facility Commitments are established and when taken together with any Incremental Equivalent Debt and Incremental Second Lien Facility Commitments then outstanding or established substantially simultaneously with such Incremental Facility Commitments) cause the Permitted Incremental Available Amount to be exceeded;

it is signed by the Parent, the relevant Incremental Facility Borrower and the relevant Lenders or other banks, financial institutions, trusts, funds or other Persons (which may not be the Parent, the Company or any of its Restricted Subsidiaries or an Affiliated Lender) and which have agreed to provide such Incremental Facility Commitments (the “Original Incremental Facility Lenders”) on the terms of that Incremental Facility Increase Notice and this Agreement; and

subject to paragraph (g) of Clause 14 (Calculations) of Schedule 12 (General Undertakings), no Event of Default is continuing at the time the Incremental Facility Increase Notice is delivered or would result from the increase in the proposed Total Incremental Facility Commitments or the making of any Loans under such Incremental Facilities as determined, in each case, by reference to the date of delivery of such Incremental Facility Increase Notice.

An increase in the Total Incremental Facility Commitments shall only be effective on:

the execution of an Incremental Facility Increase Notice by the Parent, the relevant Incremental Facility Borrower and the relevant Original Incremental Facility Lender(s) and delivery of such executed notice to the Agent;

in relation to an Incremental Facility Lender which is not already a Lender immediately prior to the relevant increase:

the Original Incremental Facility Lender acceding as a party to this Agreement as a Lender and the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement) by delivery of an Accession Certificate countersigned by the Agent and the Security Agent; and

the performance by the Agent of all necessary “know your customer” or other similar checks (if any) under all applicable laws and regulations in relation to the provision of Incremental Facility Commitments by that Original Incremental Facility Lender(s), the completion of which the Agent shall promptly notify to the Parent and the Incremental Facility Lender.

By signing an Incremental Facility Increase Notice as an Incremental Facility Lender, each such entity agrees to commit the Incremental Facility Commitments set out against its name in that notice and, in the case of an entity who is not already a party to this Agreement as a Lender by signing an Accession Certificate, become a Lender and a Party to this Agreement and to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement).

Each Obligor confirms:

the authority of the Parent to agree, implement and establish Incremental Facility Commitments in accordance with this Agreement; and

that its guarantee and indemnity recorded in Clause 23 (Guarantees and Indemnity) (or any applicable Accession Deed or other Finance Document), and all Transaction Security granted by it is intended, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 23 (Guarantees and Indemnity) or any Accession Deed pursuant to which it became an Obligor, extend to include the Incremental Facility Loans and any other obligations arising under or in respect of the Incremental Facility Commitments.

Each Finance Party agrees, instructs and empowers the Agent and the Security Agent to (and the relevant Obligor (or the Obligors’ Agent) shall promptly upon request by the Agent or the Security Agent in accordance with the Agreed Security Principles) execute any necessary amendments to the Finance Documents (including the Transaction Security Documents) and/or new Transaction Security Documents as may be required in order to ensure that any Incremental Facility Loans rank pari passu with the other Facilities and that the Transaction Security granted over any assets purchased with the proceeds of any Incremental Facility Loans is shared pari passu by the Finance Parties (to the extent lawful).

Each Original Incremental Facility Lender, by executing the Incremental Facility Increase Notice, 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 Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

The Agent is authorised by the Group to disclose the terms of any Incremental Facility Increase 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.

The provisions of this Agreement will apply to the Incremental Facility Commitments and the provisions of Clause 5 (Utilisation – Loans) will apply to all Utilisations of Incremental Facility Commitments, provided that no Utilisation Request for an Incremental Facility Loan shall be valid unless prior to (or simultaneously with) such Incremental Facility Loan the requirements of this Clause 2.3 have been satisfied.

In relation to any Incremental Facility Commitments:

except as agreed to the contrary by the Parent and the relevant Original Incremental Facility Lenders in accordance with this Clause 2.3, each of the Obligors and any Original Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Original Incremental Facility Lender would have assumed and/or acquired had the Original Incremental Facility Lender been an Original Lender under the Incremental Facility;

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

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

any increase in the Total Incremental Facility Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in this Clause 2.3 are satisfied.

Clause 28.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in relation to an Original Incremental Facility Lender as if references in that Clause to:

an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

the New Lender were references to that Incremental Facility Lender; and

a re-transfer and re-assignment were references to respectively a transfer and assignment.

The Parent may (subject to paragraph (c)(ii) above) pay to the Incremental Facility Lender a fee in the amount and at the times agreed between the Parent and the Incremental Facility Lender in a Fee Letter.

Nothing in this Clause 2.3 shall oblige any Lender to provide any Incremental Facility Commitment.

The Parent may specify that an Incremental Facility Increase Notice is conditional on the satisfaction of one or more conditions and/or revocable prior to the Incremental Facility Commitments to be established pursuant to such Incremental Facility Increase Notice becoming effective.

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 part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

Obligors’ Agent

To the extent permitted under any applicable law, each Obligor by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests, Selection Notices and prepayment and cancellation notices), to execute on its behalf any Accession Deed, Incremental Facility Increase Notice, Ancillary Document, any other Finance Document and any guarantee or security amendment, extension, transfer or assignment, ratification and/or release, to

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

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

Debt Pushdown

Following the expiry of the Certain Funds Period in respect of Facility B and the Initial Revolving Facility, US Mergerco intends to, and is hereby permitted to, cause the Debt Pushdown Borrower to assume all of US Mergerco’s rights, benefits and obligations in respect of Facility B1 and Facility B2 pursuant to a merger of US Mergerco with and into the Debt Pushdown Borrower pursuant to Delaware statutory corporate law (the “Merger”), with the result that the Debt Pushdown Borrower will be the surviving entity in the Merger and succeed to all of the assets and liabilities of US Mergerco (such assumption, a “Debt Pushdown”). For the avoidance of doubt, the Debt Pushdown shall not involve or require any transfers of cash and may be effected during or on the last day of an Interest Period and, in any case, shall not result in the breakage of the Interest Period or the start of a new Interest Period.

Following the expiry of the Certain Funds Period in respect of Facility B and the Initial Revolving Facility, any intermediate steps necessary to implement the Merger and the Debt Pushdown shall be permitted. For the avoidance of doubt, upon the Merger becoming effective any liabilities of US Mergerco under the Finance Documents (including, for the purposes of the Intercreditor Agreement, as a Debtor and an Intra-Group Lender) shall be automatically assumed by the Debt Pushdown Borrower.

The Finance Parties shall promptly enter into any amendment to or replacement of the Finance Documents required by the Parent, US Mergerco or the Debt Pushdown Borrower and/or take such other action as is required by US Mergerco in order to facilitate or reflect any of the matters contemplated by this Clause 2.6. The Agent and the Security Agent are each irrevocably authorised and instructed by each Finance Party to promptly execute any such amended or replacement Finance Documents and/or take other such action on behalf of the Finance Parties (and shall do so at the request of the Parent, US MergerCo or the Debt Pushdown Borrower).

For the avoidance of doubt, no assumption of US Mergerco’s rights, benefits and obligations in respect of any Loan as part of any Debt Pushdown shall constitute a repayment or prepayment of the relevant Loans.

To the extent the Debt Pushdown has not occurred within 45 days after the Final Closing Date, the Company shall, subject to and in accordance with the Agreed Security Principles, grant security over its shares in US Mergerco, provided that such security shall be promptly released by the Security Agent in accordance with Clause 29.7 (Release) to the extent required in order to effect the Debt Pushdown at any time.

PURPOSE

Purpose

Each Original TLB Borrower shall apply all amounts borrowed by it under Facility B in or towards (including by way of on-lending to BidCo and/or the Target Group):

the consideration payable for the Acquisition (including in respect of the acquisition of any Target Shares to be acquired after the Initial Closing Date (including pursuant to a Squeeze-Out Procedure or the Target’s amended articles of association) or in respect of any Rule 15 proposals made or to be made in connection with the Acquisition);

the payment of Acquisition Costs;

the refinancing, discharge and/or acquisition of existing Target Group debt and paying any breakage costs, redemption premium and other fees, costs and expenses payable in connection with such refinancing, discharge and/or acquisition;

general corporate purposes of the Target Group; and

implementing the Debt Pushdown.

Without prejudice to paragraph (c) below, each Revolving Facility Borrower shall apply all amounts borrowed by it under the Initial Revolving Facility and any Utilisation of any Ancillary Facility towards (including by way of on-lending to BidCo and/or the Target Group):

the consideration payable for the Acquisition (including in respect of the acquisition of any Target Shares to be acquired after the Initial Closing Date (including pursuant to a Squeeze-Out Procedure or the Target’s amended articles of association) or in respect of any Rule 15 proposals made or to be made in connection with the Acquisition);

the refinancing, discharge and/or acquisition of existing Target Group debt and paying any breakage costs, redemption premium and other fees, costs and expenses payable in connection with such refinancing, discharge and/or acquisition; and

the general corporate purposes and working capital purposes of the Group (including the Target Group on and from the Scheme Effective Date) including without limitation funding of capital expenditure, restructuring costs, acquisitions, any working capital related and foreign exchange purchase price adjustments for the Acquisition, any original issue discount and fees, costs and expenses and backstopping and/or replacing existing letters of credit (or similar instruments) of the Target Group.

Each Incremental Facility Borrower shall apply all amounts borrowed by it under the Incremental Facility and any utilisation of any Ancillary Facility issued under any Incremental Revolving Facility towards the purposes specified in the Incremental Facility Increase Notice relating to the relevant Incremental Facility Commitments.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if, on or before the Utilisation Date for that Utilisation, the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Part 2 (Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions Precedent). The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (or waived the requirement to receive) such documents and other evidence.

It is hereby acknowledged and agreed (and the Agent has notified the Parent and the Lenders) that the Agent has received all of the documents and evidence referred to in Part 1 (Conditions Precedent to the Signing Date) of Schedule 2 (Conditions Precedent), and that these are irrevocably satisfied conditions precedent to the making of any Utilisation.

Further conditions precedent