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SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

SCHEDULE 6

SCHEDULE 7

SCHEDULE 8

SCHEDULE 9

SCHEDULE 10

SCHEDULE 11

SCHEDULE 12

SCHEDULE 13

SCHEDULE 14

SCHEDULE 15

SCHEDULE 16

SCHEDULE 17

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 borrowers (the “Original Borrowers”).

THE ENTITIES listed in Part 2 (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 3 (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 Senior Lender, an Affiliate of a Senior Lender and any Substitute Affiliate Lender; or

a Finance Party or a Senior 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,

in relation to the Second Lien Facility, the period from and including the date of this Agreement to and including the last day of the Certain Funds Period; 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 Loans under that Facility; and

in relation to any proposed Loan, the Base Currency Amount of its participation in any other Loan that are due to be made under that Facility 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 respect of Second Lien Facility 2, that amount converted into the Base Currency at the Second Lien Facility 2 EUR/USD Rate on the Second Lien Facility 2 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),

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; or

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.

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 22.2 (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.

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 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.

in respect of the Second Lien 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 Loan made or to be made under the Second Lien Facility during the Certain Funds Period; and

a Loan 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 Loan 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 Loan 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 37 (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);

which has otherwise rescinded or repudiated a Finance Document;

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

which became a Lender in breach of the provisions of Clause 25 (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 25 (Changes to the Lenders),

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

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.

in relation to an Original Incremental Facility Lender under such Incremental Facility, the aggregate amount of any commitments made available by it pursuant to paragraph (a) 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 Facility Commitment under that Incremental 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 Facility Commitments under such Incremental 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 25.15 (Notifiable Debt Purchase Transactions).

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 25 (Changes to the Lenders),

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 25 (Changes to the Lenders); and

any Additional Refinancing Lender,

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 13.1 (Unavailability of Screen Rate),

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

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

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 Second Lien Facility 1 Loan, 7.25% per annum;

in relation to any Second Lien Facility 2 Loan, 7.00% 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 Loan, the percentage rate per annum specified in the relevant Refinancing Amendment relating to such Refinancing Loan;

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.

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.

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 Senior 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 Senior Incremental Facility and/or Incremental Equivalent Debt and as if such Senior 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 Senior 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 Senior 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 Senior Incremental Facility and/or Incremental Equivalent Debt);

in respect of any Incremental 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 Facility Commitments 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 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 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 Senior 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 Senior 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 Senior Incremental Revolving Facility made prior to such date of incurrence (in each case, including Debt Purchase Transactions (as such term is defined in the Senior Facilities 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 “First Lien Incremental Prepayment Amount”); and

in respect of any Incremental 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 Facility and any Incremental Equivalent Debt secured on a pari passu lien basis with the Second Lien Facility (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 “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 36.4 (Refinancing Amendments) and identified in the relevant Refinancing Amendment relating to such Refinancing Commitments and attributable to that Additional Refinancing Lender and the amount of any other Refinancing 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 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 (k) of Clause 25.3 (Conditions of assignment) or Clause 25.15 (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; 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.

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); and

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),

in relation to an Original Lender, the amount in the Base Currency set out opposite its name under the heading ‘Second Lien Facility 1 Commitment’ in Part 3 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Second Lien Facility 1 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 Second Lien Facility 1 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 (k) of Clause 25.3 (Conditions of assignment) or Clause 25.15 (Notifiable Debt Purchase Transactions).

in relation to an Original Lender, the amount in EUR set out opposite its name under the heading ‘Second Lien Facility 2 Commitment’ in Part 3 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Second Lien Facility 2 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 Second Lien Facility 2 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 (k) of Clause 25.3 (Conditions of assignment) or Clause 25.15 (Notifiable Debt Purchase Transactions).

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

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 the Second Lien Facility, the date falling eight 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 “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 20 (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;

references to any matter being “permitted” under this Agreement or any other Finance Document or other agreement shall (other than in respect of Clause 25 (Changes to the Lenders), paragraph (c) of Clause 27.16 (Relationship with the Lenders) or any equivalent or substantially similar provision in any other Finance Document or other agreement) include references to such matters not being prohibited or otherwise being approved under this Agreement or such Finance Document or other agreement;

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

a time of day is a reference to London time.

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

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

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (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 22 (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.

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

Luxembourg Terms

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

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 Senior Facilities 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.

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 Second Lien Facility 2 Loan, (2) any leverage or ratio-based test, (3) any Indebtedness in respect of any Second Lien Facility 2 Loan or (4) the Majority Lenders, the Majority Second Lien Facility Lenders, the Super Majority Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purposes of the allocation of any repayment or prepayment or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to Commitments or any Second Lien Facility 2 Loan, Second Lien Facility 2 Commitments not denominated in USD (“Non-Base Currency Amounts”) shall:

in the case of Second Lien Facility 2 Loans or Second Lien Facility 2 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 “Second Lien Facility 2 EUR/USD Rate”) on the Second Lien Facility 2 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:

Senior Incremental Facility Commitments, Incremental 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.

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 Second Lien Facility 1 Commitments; and

a term loan facility in EUR in an aggregate amount equal to the Total Second Lien Facility 2 Commitments.

Second Lien Facility 1 will be available to Lux FinCo and, on a joint and several basis, the US Co-borrower.

Second Lien Facility 2 will be available to Lux FinCo.

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

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 8.7 (Right of cancellation in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 8.6 (Right of cancellation and repayment in relation to a single Lender);

paragraph (a) of Clause 8.6 (Right of cancellation and repayment in relation to a single Lender); or

Clause 8.1 (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 25.5 (Assignment fee) if the increase was an assignment pursuant to Clause 25.7 (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 25.6 (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 Second Lien Facility 1 and Second Lien Facility 2, 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 Facility and/or establish additional commitments for a new term facility (any such increased or additional commitments for a new term facility, an “Incremental 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 Facility or used to increase the Commitments under an existing Facility;

the identities of the Borrowers in respect of the Incremental Facility Commitments which may be an Incremental Facility Borrower;

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 the Second Lien Facility, 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 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

if any Incremental 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 of such differential between the applicable EURIBOR, LIBOR or other base rate floors as the case may be; and

this paragraph (ii) shall not apply to any Incremental 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 Second Lien Facility Commitments are in place, in relation to any Incremental Facility Commitments, other than in relation to Customary Bridge Loans, such Incremental Facility Commitments:

do not have a Weighted Average Life to Maturity shorter than the Weighted Averaged Life to Maturity then applicable to the Second Lien Facility (subject to any nominal amortisation of such Incremental Facility Commitments); and

do not have a termination date earlier than the Termination Date applicable to the Second Lien 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 Senior Incremental 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 Second Lien 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 Second Lien 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 20 (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 20 (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 of 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 25.6 (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, any other Finance Document and any guarantee or security amendment, extension, transfer or assignment, ratification and/or release, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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

PURPOSE

Purpose

Each Original Borrower shall apply all amounts borrowed by it under the Second Lien Facility 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; and

general corporate purposes of the Target Group.

Each Incremental Facility Borrower shall apply all amounts borrowed by it under the Incremental 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 Loan if, on or before the Utilisation Date for that Loan, 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 Loan.

Further conditions precedent

no Event of Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by each relevant Obligor on such date are true in all material respects and will remain true in all material respects immediately after such Loan.

Conditions relating to Optional Currencies

Maximum number of Loans

A Borrower (or the Parent) may not deliver a Utilisation Request if as a result of the proposed Loan more than 20 Second Lien Facility Loans would be outstanding.

A Borrower (or the Parent) may not request that a Second Lien Facility Loan be divided if, as a result of the proposed division, more than 20 Second Lien Facility Loans would be outstanding.

Any Loan made by a single Lender under Clause 6.1 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

For the avoidance of doubt, a Borrower may utilise the Second Lien Facility on more than one occasion and it is hereby acknowledged by the Parties that it is intended that:

there will be one or more initial utilisations of the Second Lien Facility on or prior to the date on which the Scheme becomes effective in accordance with its terms (the “Scheme Effective Date”), to be applied (directly or indirectly) in or towards the purposes described in paragraphs (a)(ii) and (a)(iii) of Clause 3.1 (Purpose) (without prejudice to the right of a Borrower to apply amounts borrowed by it under the Second Lien Facility in or towards any other purpose described in paragraph (a) of Clause 3.1 (Purpose) on any date); and

after the Scheme Effective Date (but prior to the expiry of the Availability Period applicable to the Second Lien Facility), there will be one or more further utilisations of the Second Lien Facility, to be applied (directly or indirectly) in or towards any of the purposes described in paragraph (a) of Clause 3.1 (Purpose),

Utilisations during the Certain Funds Period

Subject to Clause 4.1 (Initial conditions precedent) and notwithstanding the conditions of Clause 4.2 (Further conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the date on which the Utilisation Request was delivered to the Agent and on the proposed Utilisation Date:

no Major Event of Default is continuing;

no Change of Control has occurred; and

it is not unlawful in any applicable jurisdiction for that Lender to fund its participation in the relevant Certain Funds Utilisation (and if that is the case that Lender must notify the Parent as soon as it becomes aware of the relevant legal issue and such Lender’s Commitment shall be cancelled or transferred pursuant to the provisions of Clause 8.1 (Illegality)), provided that such unlawfulness alone will not excuse any other Lender from participating in the relevant Certain Funds Utilisation.

During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation)), none of the Finance Parties shall be entitled to:

cancel any of its Commitments;

take any action to rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or take any action or make or enforce any claim under or in respect of any Finance Documents it may have to the extent to do so would directly or indirectly prevent or limit the making of a Certain Funds Utilisation;

refuse to participate in the making of a Certain Funds Utilisation;

exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of a Loan to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document or exercise any enforcement rights under any Transaction Security Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or

take any other action or make or enforce any other claim (in its capacity as Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Certain Funds Utilisation,

The Parent may (at its own election) request that any Loan of any Incremental Facility be made available on a certain funds basis on such certain funds terms as agreed with the relevant Incremental Facility Lenders and such Loan shall be made available on such terms during the Certain Funds Period.

UTILISATION OF LOANS

Delivery of a Utilisation Request

Completion of a Utilisation Request for Loans

Each Utilisation Request for a Loan will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

it identifies the relevant Borrower;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

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

the proposed Interest Period complies with Clause 12 (Interest Periods).

Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date falls on or prior to the Final Closing Date. Only one Loan may be requested in any other Utilisation Requests.

For the avoidance of doubt, each Utilisation Request in respect of a Certain Funds Utilisation shall be considered validly submitted if completed and signed by the Parent or relevant Borrower, notwithstanding that all conditions precedent to such Certain Funds Utilisation have not been satisfied (and no funding indemnities shall be required in addition to those set out in this Agreement).

Subject to Clause 17.2 (Other indemnities), a Borrower may deliver a conditional or revocable Utilisation Request for a Loan.

Currency and amount

The currency specified in a Utilisation Request must be:

in relation to the Second Lien Facility 1, the Base Currency;

in relation to the Second Lien Facility 2, EUR; and

in relation to an Incremental Facility, in the currency provided for pursuant to the terms of that Incremental Facility.

The amount of the proposed Loan must be:

for any Second Lien Facility in a minimum amount equal to $1,000,000 (or, in relation to Loans in EUR, €1,000,000) or, if less, the relevant Available Facility; or

for an Incremental Facility, in a minimum amount equal to $1,000,000 (or in relation to Loans in any other currency, the Base Currency equivalent) or, if less, the relevant Available Facility or any other amount agreed with the relevant Incremental Facility Lender(s).

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 30.1 (Payments to the Agent) by the Specified Time.

Cancellation of Commitment

The Second Lien Facility Commitments which, at that time are unutilised, shall be immediately cancelled at the end of the Availability Period for the Second Lien Facility.

Incremental Facility Commitments which are unutilised at the end of the Availability Period for those Incremental Facility Commitments shall be immediately cancelled at the end of the Availability Period for those Incremental Facility Commitments.

Lender Affiliates and Facility Office

In respect of a Loan or Loans to a particular Borrower (the “Designated Loans”) and, in the case of an Original Lender, only following the expiry of the Certain Funds Period in respect of the Second Lien Facility, a Lender (a “Designating Lender”) may at any time and from time to time designate (by written notice to the Agent and the Parent):

a substitute Facility Office from which it will make Designated Loans (a “Substitute Facility Office”); or

nominate an Affiliate to act as the Lender of Designated Loans (a “Substitute Affiliate Lender”).

A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 15 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement and as a Second Lien Lender (as defined in the Intercreditor Agreement) under the Intercreditor Agreement in respect of the Designated Loans in respect of which it acts as Lender.

The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, the Security Agent and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents

Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent and the Parent provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this Clause 5.6:

any Substitute Affiliate Lender shall be treated for the purposes of paragraph (c) of Clause 15.3 (Tax gross-up) as having become a Lender on the date that such Substitute Affiliate Lender’s designation by the Designating Lender becomes effective; and

the provisions of paragraphs (a) to (h) inclusive and (j) of Clause 25.3 (Conditions of assignment) shall not apply to or in respect of any Substitute Facility Office or Substitute Affiliate Lender. For the avoidance of doubt, paragraph (i) of Clause 25.3 shall apply mutatis mutandis in respect of the Substitute Facility Office or Substitute Affiliate Lender.

OPTIONAL CURRENCIES

Unavailability of a currency

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in an Optional Currency would contravene a law or regulation applicable to it,

Agent’s calculations

REPAYMENT

The Borrowers under the Second Lien Facility shall repay the outstanding aggregate Second Lien Facility Loans in full on the Termination Date in respect of the Second Lien Facility.

The Incremental Facility Borrowers under each Incremental Facility shall repay each Incremental Facility Loan borrowed by it under that Incremental Facility in the amounts and on the dates agreed between the Borrower and the relevant Lenders thereof in accordance with Clause 2.3 (Incremental Facility).

The Borrowers may not reborrow any part of a Facility which is repaid.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

that Lender shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Parent, each Available Commitment of that Lender will be immediately cancelled to the extent necessary to comply with applicable laws or, at the Parent’s request, the Lender’s Commitment shall be transferred to another person pursuant to Clause 36.7 (Replacement of Lender); and

to the extent that the Lender’s participation has not been transferred pursuant to Clause 36.7 (Replacement of Lender), each Borrower shall, to the extent of that unlawfulness, repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Parent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Voluntary cancellation

In respect of any Facility (other than an Incremental Facility), the Parent or a Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Second Lien Facility Lenders may agree) prior notice, cancel the whole or any part (but, if in part, being an amount that reduces the Base Currency equivalent of the Available Facility in respect of the relevant Facility by a minimum amount of $500,000 (or €500,000 in the case of Second Lien Facility 2) (or, in each case, its equivalent in other currencies)).

In respect of any Incremental Facility, the Parent or an Incremental Facility Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Incremental Facility Lenders may agree) prior notice, cancel the whole or any part (but, if in part, being an amount that reduces the Base Currency equivalent of the Available Facility in respect of the relevant Incremental Facility by a minimum amount of $500,000 (or its equivalent in other currencies).

Any cancellation under this Clause 8.2 shall reduce the Commitments of the Lenders rateably under the relevant Facility.

Voluntary prepayment of the Second Lien Facility

Subject to Clause 14.4 (Call Premium), a Borrower to which a Second Lien Facility Loan has been made may, if it or the Parent gives the Agent not less than three Business Days’ (or such shorter period as the Majority Second Lien Facility Lenders may agree) prior notice, prepay the whole or any part of that Second Lien Facility Loan (but, if in part, being an amount that reduces the Base Currency equivalent of the relevant Second Lien Facility Loan by a minimum amount of $500,000 (or its equivalent in other currencies)).

A Second Lien Facility Loan may only be prepaid after the last day of the Availability Period for the Second Lien Facility (or, if earlier, the day on which the applicable Available Facility is zero).

Voluntary prepayment of Incremental Facility Loans

Unless otherwise provided in the terms of the relevant Incremental Facility, an Incremental Facility Borrower to which an Incremental Facility Loan has been made may, if it or the Parent gives the Agent not less than three Business Days’ (or such shorter period as the Majority Incremental Facility Lenders may agree) prior notice, prepay the whole or any part of that Incremental Facility Loan (but, if in part, being an amount that reduces the Base Currency equivalent of the relevant Incremental Facility Loan by a minimum amount of $500,000 (or its equivalent in other currencies)).

An Incremental Facility Loan may only be prepaid after the last day of the Availability Period for that Incremental Facility (or, if earlier, the day on which the applicable Available Facility is zero).

Voluntary prepayment at discretion of Parent

Right of cancellation and repayment in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under Clause 15.3 (Tax gross-up) or under an equivalent provision of any Finance Document;

any Lender claims indemnification or payment from the Parent or an Obligor under Clause 15.4 (Tax indemnity) or Clause 16.1 (Increased Costs) (whether or not entitled to do so in accordance with those provisions); or

any Lender becomes a Non-Consenting Lender,

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

On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents.

Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of each Available Commitment of that Lender.

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

MANDATORY PREPAYMENT

Change of Control

the Parent will promptly notify the Agent upon becoming aware of that event;

unless the Majority Lenders agree otherwise, the Facilities will immediately be cancelled, no further Loan may be requested under this Agreement and a Lender shall not be obliged to fund a Loan; and

unless the Majority Lenders agree otherwise, all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, shall (or in the case of a Change of Control which results from a Listing, on the settlement date in respect of that Listing) become due and payable immediately.

Net Cash Proceeds of Dispositions

Subject to the Intercreditor Agreement and paragraphs (b), (c) and (d) below, if at any time after the Final Closing Date any member of the Group disposes of any property or assets as permitted or as not prohibited by Schedule 12 (General Undertakings) (other than pursuant to the PMSL Disposal, an Excluded Disposition or a Factoring Disposition) which results in the receipt by any member of the Group of Net Cash Proceeds, the Parent shall ensure that an amount equal to 100% of such Net Cash Proceeds are applied in prepayment of the Facilities in accordance with Clause 9.4 (Application of prepayments) on or before the date which is 15 Business Days after the date of receipt of such Net Cash Proceeds.

First Lien Net Leverage Ratio

Greater than 4.80:1

Equal to or less than 4.80:1 but greater than 4.30:1

Equal to or less than 4.30:1

Notwithstanding the terms of paragraph (a) above, if at a time when any prepayment pursuant to paragraph (a) above would be required, any member of the Group is required to prepay or to offer to repurchase, prepay or redeem any Indebtedness permitted to be incurred by a member of the Group under this Agreement secured on a pari passu basis with the Facilities (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Facilities) pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Disposition (such Indebtedness or Permitted Refinancing thereof required to be offered to be so repurchased, prepaid or redeemed, the “Other Applicable Indebtedness”), then the relevant member of the Group may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Facilities and Other Applicable Indebtedness at such time) to the prepayment of Facilities and to the repurchase, prepayment or redemption of Other Applicable Indebtedness, and the amount of prepayment of the Facilities that would otherwise have been required pursuant to this Clause shall be reduced accordingly. For the avoidance of doubt, the portion of such Net Cash Proceeds applied in repurchase, prepayment or redemption of the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be applied in repurchasing or prepaying the Facilities pursuant to the terms hereof.

Notwithstanding the terms of paragraph (a) above, with respect to any Net Cash Proceeds realised or received with respect to any Disposition (other than the PMSL Disposal, any Excluded Disposition or Factoring Disposition), at the option of the Parent (in its sole and absolute discretion), the Group may reinvest all or any portion of such Net Cash Proceeds in assets useful for the business of the Group (including, without limitation, any Investment permitted by this Agreement) or in the replacement, reinstatement and/or repair of the relevant assets or the purchase of replacement assets:

within 18 months following receipt of such Net Cash Proceeds; or

if the relevant member of the Group contractually commits to reinvest such Net Cash Proceeds within 18 months following receipt thereof, within 24 months of the date on which such proceeds are contractually committed to be reinvested,

The Parent may elect that any prepayment under this Clause 9.2 shall be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan provided that:

if the Parent makes such an election then a proportion of the Loan equal to the amount of the relevant prepayment shall be due and payable on the last day of its next Interest Period; and

no such election may be made at any time while an Event of Default under any of Clause 24.1 (Payment default) or Clauses 24.6 (Insolvency) to 24.9 (Similar events elsewhere) (inclusive) has occurred and is continuing, and if the Parent has so made an election under this paragraph (d) but such Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (if the Majority Lenders so require in writing).

If, on applying the Net Cash Proceeds in prepayment of the Facilities under this paragraph on any date, the First Lien Net Leverage Ratio as demonstrated in the then most recent Compliance Certificate received by the Agent (after taking into account such prepayment) falls into a lower threshold in the table above, then the relevant percentage shall be reduced accordingly for any further prepayments to be made under this Clause 9.2 on that date.

If, with respect to Net Cash Proceeds generated by an entity that is not organized in the United States but is a Subsidiary of an entity that is organized in the United States, the distribution (or deemed distribution) of such Net Cash Proceeds that would occur in connection with any prepayment of the Facilities hereunder would result in material adverse Tax consequences, then such Net Cash Proceeds shall not be required to be prepaid hereunder and shall be permitted to be retained by the applicable entity.

For the avoidance of doubt there is no requirement for any member of the Group to prepay the Facilities with the proceeds of any Listing (other than upon a Change of Control), any Casualty Event, any Factoring Disposition or any claim in relation to the Acquisition Documents and/or Reports.

Excess Cash Flow

The Parent will ensure that as soon as reasonably practicable, and in any event within 14 days of the delivery of the Annual Financial Statements and Compliance Certificate for the relevant Financial Year (commencing with the first full Financial Year ending after the Final Closing Date), an amount equal to: (x) the applicable percentage of the Excess Cash Flow for such Financial Year, minus (y) each of the following:

the sum of (A) all voluntary prepayments, repurchases or redemptions of the Facilities and the Senior Facilities or any other Indebtedness permitted to be incurred by a member of the Group under the Senior Facilities Agreement and this Agreement secured on a pari passu basis with the Senior Facilities or the Facilities (as applicable) (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Senior Facilities or Facilities (as applicable)) (and, in the case of any revolving credit facility, to the extent such prepayment, repurchase or redemption is accompanied by a permanent reduction of the corresponding commitment) which is prepaid, repurchased or redeemed on a pro rata basis or less than pro rata basis with Facility B or the Second Lien Facility (as applicable) (but, in each case, excluding prepayments, repurchases or redemptions to the extent funded with the proceeds of long-term funded indebtedness (other than revolving loans)), made during such Financial Year or after the end of the relevant Financial Year but prior to the time prepayment is due under this Clause 9.3 (including, in the case of Debt Purchase Transactions, the actual purchase price paid in cash pursuant to such Debt Purchase Transaction) (each, a “Voluntary Debt Reduction”), plus (B) any amounts in respect of a Voluntary Debt Reduction carried forward from any prior Financial Year in accordance with paragraph (g) below;

the aggregate consideration required to be paid in cash by the Parent or any of the Restricted Subsidiaries pursuant to binding contracts entered into prior to or during the relevant Financial Year, or intended to be paid in cash by the Parent or any of the Restricted Subsidiaries, in each case in respect of Investments, acquisitions, Capital Expenditures or acquisitions of intellectual property, in each case, permitted under this Agreement, to be consummated or made during the period of four consecutive Financial Quarters following the end of such Financial Year (together, the “Committed Investment Amount”); provided that:

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

the Committed Investment Amount shall also include any amount committed to be paid pursuant to a binding contract in any subsequent period so long as to the extent such amount is not actually paid as committed in such subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period; and

the amount shall also include any payment made after such Financial Year and prior to the date on which the Excess Cash Flow payment under this Clause 9.3 is due so long as such amount will not be deducted in subsequent periods; and

to the extent the aggregate amount of internally generated cash flow actually utilised to finance such Investments, acquisitions, Capital Expenditures or acquisitions of intellectual property during such period of four consecutive Financial Quarters or such subsequent period is less than the Committed Investment Amount, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Financial Quarters; and

the amount of Restricted Payments paid in cash during the relevant Financial Year pursuant to Clauses 7(c), 7(f), 7(g), 7(h), 7(i), 7(j), 7(k) and 7(o) of Schedule 12 (General Undertakings) (each, a “Specified Restricted Payment”) in each case to the extent such Specified Restricted Payments were financed with internally generated cash flow or borrowings under any revolving credit facility (the “Restricted Payment Amount”); provided that:

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

the Restricted Payment Amount shall also include any amount declared by the Parent or any relevant member of the Group to be paid in any subsequent period so long as to the extent such amount is not actually paid as declared in such subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period; and

the amount shall also include any payment made after such Financial Year and prior to the date on which the Excess Cash Flow payment under this Clause 9.3 is due so long as such amount will not be deducted in subsequent periods; and

to the extent the aggregate amount of internally generated cash flow actually utilised to finance such Specified Restricted Payments during such period of four consecutive Financial Quarters or such subsequent period is less than the Restricted Payment Amount, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive Financial Quarters;

the sum of (I) the aggregate amount of all principal payments made in cash of Indebtedness of the Parent and the Restricted Subsidiaries made during such Financial Year or after the end of the relevant Financial Year but prior to the time prepayment is due under this Clause 9.3 (including (A) the principal component of payments in respect of Capitalised Leases, (B) the amount of any prepayment or repayment of Loans pursuant to this Agreement, (C) the amount of any mandatory prepayment of Loans and/or Other Applicable Indebtedness pursuant to Clause 9.2 (Net Cash Proceeds of Dispositions) to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase and (D) the amount of any voluntary prepayments of Loans pursuant to Clause 8.3 (Voluntary prepayment of the Second Lien Facility) (in an amount equal to the amount actually paid in respect of the principal amount of such Loans), but excluding: (1) all prepayments in respect of any revolving credit facility (unless such other revolving credit facility commitments are permanently reduced by the amount of such payments) and (2) prepayments of any Indebtedness secured by a junior lien or subordinated or unsecured Indebtedness, made during such period, in each case except to the extent financed with the proceeds of other Indebtedness of the Parent or the Restricted Subsidiaries and, in the case of (2) above, except to the extent

cash payments by the Parent and its Restricted Subsidiaries made (or committed to be made) during such Financial Year in respect of long-term liabilities of the Parent and its Restricted Subsidiaries other than Indebtedness, to the extent financed with internally generated cash (the “Long Term Liability Amount”), provided that:

at the option of the Parent (in its sole and absolute discretion), the Long Term Liability Amount shall also include any payment made after such Financial Year and prior to the date on which the Excess Cash Flow payment under this Clause 9.3 is due so long as such amount will not be deducted in subsequent periods; and

to the extent the aggregate amount of internally generated cash flow actually utilised to make such payments in respect of long-term liabilities of the Parent and its Restricted Subsidiaries other than Indebtedness during a subsequent period is less than the Long Term Liability Amount, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of the subsequent Financial Year;

the aggregate amount of any premium, make-whole or penalty payments paid (or committed or required to be paid) in cash by the Parent and the Restricted Subsidiaries during such Financial Year that are paid (or committed or required to be paid) in connection with any prepayment of Indebtedness to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income (the “Make-Whole Amount”), provided that:

at the option of the Parent (in its sole and absolute discretion), the Make-Whole Amount shall also include any such premium, make-whole or penalty payments paid (or committed or required to be paid) after such Financial Year and prior to the date on which the Excess Cash Flow payment under this Clause 9.3 is due so long as such amount will not be deducted in subsequent periods; and

to the extent the aggregate amount of any such premium, make-whole or penalty payments actually paid as committed or required during a subsequent period is less than the Make-Whole Amount, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of the subsequent Financial Year;

the amount of cash taxes paid (or committed or required to be paid) or tax reserves set aside or payable (without duplication) in such Financial Year, to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period (the “Tax Liability Amount”), provided that, at the option of the Parent (in its sole and absolute discretion), the Tax Liability Amount shall also include any such cash taxes paid (or committed or required to be paid) or tax reserves set aside or payable (without duplication) after such Financial Year and prior to the date on which the Excess Cash Flow payment under this Clause 9.3 is due so long as such amount will not be deducted in subsequent periods; and

the greater of $45,000,000 and 15% of LTM Consolidated EBITDA (the “ECF De Minimis Amount”),