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PART 2 : CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR

SCHEDULE 3 : UTILISATION REQUEST

SCHEDULE 4 : FORM OF TRANSFER CERTIFICATE

SCHEDULE 5 : FORM OF ASSIGNMENT AGREEMENT

SCHEDULE 6 : FORM OF ACCESSION DEED

SCHEDULE 7 : FORM OF RESIGNATION LETTER

SCHEDULE 8 : FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 9 : TIMETABLES

SCHEDULE 10 : MATERIAL COMPANIES

SCHEDULE 11 : FORM OF INCREASE CONFIRMATION

SCHEDULE 12 : FORM OF ACCORDION INCREASE PROPOSAL

SCHEDULE 13 : FORM OF ACCORDION INCREASE LENDER CERTIFICATE

SCHEDULE 14 : EXISTING ANCILLARY FACILITIES

SCHEDULE 15 : REFERENCE RATE TERMS

PART 1 : DOLLARS

PART 2 : STERLING

PART 3 : EURO – TERM RATE CURRENCY

SCHEDULE 16 : DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

SCHEDULE 17 : CUMULATIVE COMPOUNDED RFR RATE

SCHEDULE 18 : FORM OF SUSTAINABILITY PERFORMANCE TARGET NOTICE

SCHEDULE 19 : FORM OF SUSTAINABILITY COMPLIANCE CERTIFICATE

ENDAVA PLC a public limited company with company number 05722669 incorporated in England and Wales having its registered office at 125 Old Broad Street, London, EC2N 1AR (the “Company”);

THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original borrowers (together with Company, the “Original Borrowers”);

THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Company, the “Original Guarantors”);

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH, DNB (UK) LIMITED, FIFTH THIRD BANK, NATIONAL ASSOCIATION, HSBC UK BANK PLC, KEYBANK NATIONAL ASSOCIATION AND NATIONAL WESTMINSTER BANK PLC as mandated lead arrangers and bookrunners (whether acting individually or together the “Mandated Lead Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

DNB (UK) LIMITED as Sustainability coordinator (the “Sustainability Coordinator”); and

NATIONAL WESTMINSTER BANK PLC as agent of the other Finance Parties (the “Agent”).

Definitions and Interpretation

Definitions

an Original Lender or any Affiliate of an Original Lender;

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 Baa3 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved by the Agent.

the UK government or any member or instrumentality thereof, including His Majesty’s Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); or

any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including His Majesty’s Treasury and UK Financial Investments Limited) and which are not part of NatWest Group plc and its subsidiaries or subsidiary undertakings.

the Agent’s spot rate of exchange; or

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

the principal amount under each overdraft facility and on-demand short term loan facility (net of any Available Credit Balance);

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility; and

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

the Base Currency Amount of its participation in any outstanding Loans and the Base Currency Amount of the aggregate of its (and its Affiliates’) Ancillary Commitments; and

in relation to any proposed Loan, the Base Currency Amount of its participation in any other Loans that are due to be made on or before the proposed Utilisation Date and the Base Currency Amount of its (and its Affiliates’) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

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

that Lender’s (and its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

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

in relation to the United Kingdom, the UK Bail-in Legislation; and

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

in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement); and

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom);

section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or

any similar blocking or anti-boycott law in any member state of the European Union or the United Kingdom.

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

(in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(in relation to:

the fixing of an interest rate in relation to a Term Rate Loan;

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

“control” means the holding beneficially of more than 50% of the voting rights of the issued share capital of the Company; and

“acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.

in relation to an Original Lender, the amount in the Base Currency set opposite its name in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement, assumed by it in accordance with Clause 2.3 (Increase) and/or assumed by it in accordance with Clause 8 (Accordion Option); and

in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement, assumed by it in accordance with Clause 2.3 (Increase) and/or assumed by it in accordance with Clause 8 (Accordion Option),

is, or is scheduled to become, payable under any Finance Document; and

relates to a Compounded Rate Loan.

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Company and each Finance Party.

any member of the Group or any of its advisers; or

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

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 41 (Confidential Information); or

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

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

any Funding Rate.

a failure to deliver a Sustainability Compliance Certificate to the Agent within 15 Business Days of the latest date for delivery specified in Clause 25.3 (Sustainability Compliance Certificate);

a failure to provide any information reasonably requested by the Agent in accordance with paragraph (F) of Clause 13.4 (Sustainability linked Margin adjustments) within 15 Business Days of such request from the Agent (or such longer time period which the Company and the Agent (acting on the instructions of the Majority Lenders (acting reasonably) may agree);

the Company fails to respond to a notification from the Agent in accordance with paragraph (E) of Clause 14.3 (Material Sustainability Event) within 10 Business Days of such notification;

a failure to agree and document revised Key Performance Indicators and/or Sustainability Performance Targets following a Material Sustainability Event falling within paragraphs (A) or (B) of that defined term in accordance with paragraph (A) of Clause 14.3 (Material Sustainability Event);

a termination of, or any material amendments to the terms of, the appointment of the Approved Sustainability Reviewer without the prior written consent of the Agent (acting on the instructions of all Lenders (acting reasonably));

a failure of the Company and the Agent (acting on behalf of all Lenders) to agree an amendment following a Material Sustainability Event falling within paragraphs (C) to (E) (inclusive) of that defined term in accordance with paragraph (B) of Clause 14.3 (Material Sustainability Event); or

the Facility is declassified as a sustainability-linked loan in accordance with paragraph (C) of Clause 14.3 (Material Sustainability Event).

which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which 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; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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 Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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

from performing its payment obligations under the Finance Documents; or

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

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

the First Extended Termination Date; or

the Second Extended Termination Date.

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

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

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

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 paragraphs (A) or (B) above with the US Internal Revenue Service, 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 “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (A) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

any letter or letters dated on or about the date of this Agreement between the Mandated Lead Arrangers and the Company, the Agent and the Company or the Sustainability Coordinator and the Company setting out any of the fees referred to in Clause 17 (Fees); and

any agreement setting out fees payable to a Finance Party referred to in Clause 2.2 (Extension of Facility), paragraph (G) of Clause 2.3 (Increase), Clause 8 (Accordion Option) or Clause 17 (Fees) or under any other Finance Document.

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis (other than any customary recourse for non-recourse receivables financings) and meet any requirement for de-recognition under the Accounting Principles);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (excluding, in each case, Trade Instruments) in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (1) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (2) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (A) to (J) above.

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

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

the presentation (the “Presentation”) dated 8 December 2022 prepared by the Company and provided to each of the Lenders; and

any written response provided by the Company (between the date of the Presentation and the date of this Agreement) to any Lender who raised subsequent queries to the Company following the date of the Presentation.

the sustainability objectives of the Group for the life of the Facility (on the assumption that both extension options in respect of the Facility have been exercised);

the rationale for the selection of each of the Key Performance Indicators and Sustainability Performance Targets; and

the calculation methodology and applicable standards for each Key Performance Indicator (and why they are appropriate).

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

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

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

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

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

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

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

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (D) above);

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

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

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

any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests, whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each Obligor.

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

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

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

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

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

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

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

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

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.3 (Increase), Clause 8 (Accordion Option) or Clause 29 (Changes to the Lenders),

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

the ability of the Obligors taken as a whole to perform their payment obligations under the Finance Documents or their obligations under Clause 26.2 (Financial Condition); or

subject to the Legal Reservations, the validity or enforceability of any Finance Document in any way which is materially adverse to the interests of the Lenders under the Finance Documents taken as a whole.

an Obligor; and

a Subsidiary of the Company which:

is listed in Schedule 10 (Material Companies); or

has:

earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) representing 10 per cent. or more of the Consolidated EBITDA of the Group, calculated on a consolidated basis; or

turnover representing 10 per cent. or more of the aggregate turnover of the Group,

any member of the Group sells, leases, transfers or otherwise disposes of a material asset, or completes a material acquisition or merger, which in any case could reasonably be expected to impact, adversely or otherwise, any of the Sustainability Performance Targets for any Relevant Sustainability Period;

a Key Performance Indicator or a Sustainability Performance Target is no longer available, cannot be calculated or is no longer appropriate with respect of the Group (including as a result of a material acquisition or material disposal of an asset);

the Company has notified the Agent that it is ceasing, on a permanent basis, to target any Key Performance Indicator and/or publish values in respect of such Key Performance Indicator;

the Approved Sustainability Reviewer qualifies any Sustainability Performance Report in respect of any of the Key Performance Indicators or Sustainability Performance Targets in any material respect; or

any written material information provided to any Finance Party by the Company before the Sustainability Effective Date (including in the Initial SLL Report) or the calculation of any Key Performance Indicator or Sustainability Performance Target is shown to be materially misleading, materially incorrect or materially incomplete.

an acquisition by a member of the Group of all or any part of any Target Business sold, leased, transferred or otherwise disposed of by another member of the Group;

an acquisition of a Target Business by a member of the Group, but only if:

no Default is continuing on the date on which a legally binding commitment is entered into by such member of the Group to acquire such Target Business;

the total consideration for such Target Business (including any deferred consideration) when aggregated with the amount of any Financial Indebtedness or other assumed or contingent liability, in each case remaining in the Target Business at the date of such acquisition, does not exceed, on the date on which a legally binding commitment is entered into by such member of the Group to acquire such Target Business, an amount equal to 35 per cent. of the Consolidated Net Assets as determined by reference to the financial statements of the Company most recently delivered in accordance with this Agreement prior to that date (or its equivalent in any other currency or currencies);

such Target Business is engaged in a similar or complementary business (or, as applicable, constitutes similar or complementary assets) to that carried on by (or the assets of, as applicable) the Group; and

such Target Business (on a consolidated basis, if applicable, where the target owns subsidiaries which are to form part of the acquisition) has positive earnings before interest, tax, depreciation and amortisation for the most recently completed historic twelve month financial period ending immediately prior to the date on which a legally binding commitment is entered into by such member of the Group to acquire such Target Business; and

any acquisition of a Target Business not permitted by paragraph (A) or (B) above to which all the Lenders have given their prior written consent.

made by any member of the Group in the ordinary course of trading of the disposing entity;

of any asset by a member of the Group to another member of the Group;

of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

of assets the subject of a Finance Lease or a sale and leaseback, in each case to the counterparties under such arrangements and as permitted by the terms of this Agreement;

assets in exchange for other assets comparable or superior as to type, value and quality;

receivables on a non-recourse basis (other than customary recourse for non-recourse receivables financings or to the extent that the transaction results in the relevant receivables being derecognised from the consolidated balance sheet of the Company);

of obsolete or redundant vehicles, plant and equipment for cash;

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituted by a licence of intellectual property rights permitted by Clause 27.15 (Intellectual Property);

to a Joint Venture, to the extent permitted by Clause 27.8 (Joint ventures);

arising as a result of any Permitted Security or Permitted Transaction;

to which all the Lenders have given their prior written consent; and

of assets for cash where the higher of the book value and the net consideration receivable (when aggregated with the higher of the book value and net consideration receivable for any other such disposal not permitted under any of the preceding paragraphs) does not exceed in aggregate, at any time, the higher of:

£60,000,000 (or its equivalent in any other currency or currencies); and

an amount equal to 10 per cent. of Consolidated Net Assets (or its equivalent in any other currency or currencies),

the payment of a dividend to the Company or any of its wholly-owned Subsidiaries;

the payment of a dividend by the Company, provided that such dividend is:

declared when no Event of Default is continuing or is reasonably forecast to occur within 12 months of the making of such declaration; and

paid when no Event of Default is continuing or would result from making such payment;

any repurchase by the Company of its shares, provided that any such purchase is made when no Event of Default is continuing, is reasonably forecast to occur within 12 months of the making of such repurchase or would result from making such repurchase; and

any dividend made by a member of the Group (other than the Company) provided that, to the extent that such dividend is paid to a shareholder that is not a member of the Group, such payment shall only be permitted if an equivalent payment (based on relative shareholdings) is made to all other shareholders who are members of the Group at the same time.

to the extent covered by a letter of credit, guarantee or indemnity issued under an Ancillary Facility;

arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade or in respect of Loans made in Optional Currencies, but not a foreign exchange transaction for investment or speculative purposes;

arising under a Permitted Transaction, a Permitted Loan, a Permitted Guarantee or Permitted Treasury Transaction;

any earn-out arrangement, purchase price adjustment, deferred consideration, indemnification or other arrangement or similar obligation entered into in relation to a Permitted Disposal or Permitted Acquisition or purchase of any other assets in the ordinary course of business;

of any person acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of such acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and which is either:

outstanding for a period of not more than six months following the date of such acquisition; or

to the extent that it is outstanding for a period of longer than six months following the date of such acquisition, is otherwise permitted to be outstanding by the terms of this Agreement;

to which all the Lenders have given their prior written consent; and

not permitted under any preceding paragraphs where the outstanding principal amount of which does not exceed in aggregate, at any time, the higher of:

£45,000,000 (or its equivalent in any other currency or currencies); and

an amount equal to 7.5 per cent. of Consolidated Net Assets (or its equivalent in any other currency or currencies).

the endorsement of negotiable instruments in the ordinary course of trade;

any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

any guarantee of a Joint Venture to the extent permitted by Clause 27.8 (Joint ventures);

any guarantee permitted under Clause 27.13 (Financial Indebtedness);

any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (B) of the definition of “Permitted Security”;

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

guarantees of Permitted Treasury Transactions and of local working capital and overdraft facilities which are not prohibited under this Agreement;

guarantees to landlords and counter-indemnities in favour of financial institutions which have guaranteed rent obligations of a member of the Group or guarantees or counter-indemnities for the lease obligations of suppliers, customers, franchisees and licensees;

guarantees and indemnities given in favour of directors and officers of any member of the Group in respect of activities involved in carrying out their function as such;

indemnities given to professional advisers and consultants in the ordinary course of business on their standard or usual terms;

guarantees by any member of the Group in respect of Permitted Financial Indebtedness of another member of the Group;

customary indemnities contained in mandate, engagement and commitment letters, facility agreements, purchase agreements and indentures, in each case entered into in respect of a Permitted Acquisition or Permitted Financial Indebtedness or in contemplation of indebtedness which, if entered into, would constitute Permitted Financial Indebtedness; and

any other guarantee or indemnity to which all the Lenders have given their prior written consent.

the Joint Venture is engaged is engaged in a similar or complementary business to that carried on by the Group; and

the aggregate of:

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the Group;

the contingent liabilities of any member of the Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

the market value of any assets transferred by any member of the Group to any such Joint Venture,

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (C) of that definition);

a loan made to a Joint Venture to the extent permitted under Clause 27.8 (Joint ventures);

a loan made by a member of the Group to another member of the Group;

a loan made by a member of the Group to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed in aggregate, at any time, £1,500,000 (or its equivalent in any other currency or currencies);

any other loan made by a member of the Group to which all the Lenders have given their prior written consent; and

not permitted under any preceding paragraphs, any loan (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed in aggregate, at any time, £3,000,000 (or its equivalent in any other currency or currencies).

any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or

any Obligor (other than a Borrower) so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to an entity which is already itself an Obligor or becomes an Obligor in accordance with this Agreement prior to or at the same time as such distribution takes place in each case in the same jurisdiction as that original Obligor or in a jurisdiction that enables it to guarantee at all times an amount no less than the original Obligor.

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

any netting or set-off arrangement entered into by any member of the Group within the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft) (including to the extent necessary to facilitate operation of such bank accounts on a cash-pooled net balance basis) or in the ordinary course of business between a member of the Group and its respective suppliers or customers;

any payment or close out netting or set-off arrangement pursuant to any Permitted Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

the Security or Quasi-Security is either:

removed or discharged within six months of the date of such acquisition; or

to the extent that it is not removed or discharged within six months following the date of such acquisition, is otherwise permitted to be outstanding by the terms of this Agreement;

any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

the Security or Quasi-Security is either:

removed or discharged within six months of the date of such acquisition; or

to the extent that it is not removed or discharged within six months following the date of such acquisition, is otherwise permitted to be outstanding by the terms of this Agreement;

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

any Security arising as a result of a Permitted Transaction;

any Security over rental deposits placed by a member of the Group with a lessor pursuant to real estate leases entered into in the ordinary course of business and on the lessor’s standard terms; or

any Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (A) to (I) above) does not exceed in aggregate, at any time, the higher of:

£45,000,000 (or its equivalent in any other currency or currencies); and

an amount equal to 7.5 per cent. of Consolidated Net Assets.

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

any transaction or arrangement entered into pursuant to any Permitted Reorganisation;

the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or

transactions (other than (1) any sale, lease, license, transfer or other disposal and (2) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms.

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

has been made available to the Company and each Finance Party.

a currency;

a Loan or an Unpaid Sum in that currency;

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

any term of this Agreement relating to the determination of a rate of interest in relation to that Loan or Unpaid Sum,

its Original Jurisdiction; and

any jurisdiction where it conducts its business.

made or to be made on the same day that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the amount of the maturing Loan;

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

listed on, or owned or controlled by a person listed on, any Sanctions List;

located in, incorporated under the laws of or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions (including the Crimea region, the Donetsk and Lushank regions of Ukraine, Cuba, Iran, North Korea or Syria); or

otherwise a target of Sanctions.

the United Nations;

the United States of America;

the European Union;

the UK;

Norway; and

the respective Governmental Authorities of any of the foregoing, including without limitation, OFAC, the US Department of State, His Majesty’s Treasury and the European Commission.

the Specially Designated Nationals and Blocked Persons list, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identification List issued by OFAC;

the Consolidated List of Financial Sanctions Targets and list of entities subject to capital markets restrictions issued by the Office of Financial Sanctions Implementation;

the consolidated list of European Union and United Nations sanctions and list of entities subject to capital markets restrictions issued by the European Union; and

any similar list issued or maintained or made public by any of the Sanctions Authorities.

Clause 13.4 (Sustainability linked Margin adjustments);

paragraphs (A) to (E) of Clause 14.1 (Sustainability-Linked Facility);

Clause 14.2 (Disclosure of information);

Clause 14.3 (Material Sustainability Event);

Clause 25.3 (Sustainability Compliance Certificate);

paragraphs (A) and (D) of Clause 25.10 (Sustainability Linked Information); and

Clause 27.25 (Sustainability).

euro; and

any currency specified as such in a Reference Rate Supplement relating to that currency,

the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 16.1 (Interest calculation if no Primary Term Rate),

the Original Termination Date; or

the Extended Termination Date.

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

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

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.

in relation to the United Kingdom, any value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto;

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

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

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

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

the “Agent”, the “Mandated Lead Arrangers”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan and to the Agent’s “cost of funds” is a reference to the average cost (determined either on an actual or notional basis) which the Agent would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount referred to in paragraph (B) of Clause 34.4 (Clawback and pre-funding);

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

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 23 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (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) 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 Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account in the name of the Borrower and the following conditions being met:

the account is with the Ancillary Lender for which that cash cover is to be provided;

until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; and

that Borrower has executed a security document over that account, in form and substance satisfactory to the Finance Party with which that account is held, creating a first ranking security interest over that account.

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

A Material Sustainability Event is “continuing” for so long as it has not been remedied or waived in accordance with the terms of this Agreement.

A Borrower “repaying” or “prepaying” Ancillary Outstandings means:

that Borrower providing cash cover in respect of the Ancillary Outstandings;

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

the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

Schedule 15 (Reference Rate Terms); or

any earlier Reference Rate Supplement,

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 16 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 17 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

An amount borrowed includes any amount utilised under an Ancillary Facility.

Currency symbols and definitions

“$”, “USD” and “dollars” denote the lawful currency of the United States of America.

“£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom.

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

Third party rights

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

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

The Facility

The Facility

Subject to the terms of this Agreement, the Lenders make available a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Commitments.

The Facility will be available to all the Borrowers.

Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make all or part of its Commitment available to any Borrower as an Ancillary Facility.

Extension of Facility

The Obligors’ Agent may:

by written notice to the Agent delivered not earlier than 60 calendar days, but not later than 30 calendar days, before the first anniversary of the date of this Agreement, request (the “Year 1 Extension Request”) an extension of the duration of the Facility to the First Extended Termination Date; and/or

(whether or not it has previously submitted a Year 1 Extension Request) by written notice to the Agent delivered not earlier than 60 calendar days, but not later than 30 calendar days, before the second anniversary of the date of this Agreement, request (the “Year 2 Extension Request” and, together with the Year 1 Extension Request, the “Extension Requests” and each an “Extension Request”) an extension of the duration of the Facility to the Second Extended Termination Date.

Upon receipt of an Extension Request, the Agent shall promptly inform each Lender of the terms of that Extension Request.

Each Extension Request shall be subject to the agreement of each Lender (the “Extending Lender”) with regards to itself and the consent of the other Lenders shall not be required to extend the Termination Date in respect of an Extending Lender. No Lender shall have any obligation to agree to an Extension Request and each Lender may, in its absolute discretion, decide whether or not it wishes to agree to an Extension Request. Each Lender so requested shall give notice to the Agent (a “Notice of Extension”) no later than ten Business Days before the first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement whether or not it agrees to an Extension Request. If a Lender does not give a Notice of Extension within the time periods specified above, that Lender shall be deemed to have refused its consent to the Extension Request and will be treated as a Non-Extending Lender pursuant to paragraph (E) below.

The Agent shall notify the Obligors’ Agent of the decision of each Lender, identifying those Lenders who have not given a Notice of Extension. The Obligors’ Agent shall, by no later than five Business Days before the first anniversary of the date of this Agreement or, as the case may be, the second anniversary of the date of this Agreement, notify the Agent in writing whether it confirms or withdraws the relevant Extension Request. If the Obligors’ Agent elects to confirm the relevant Extension Request (an “Extension Confirmation Notice”), which Extension Confirmation Notice must confirm that no Default is continuing as at the date of such Extension Confirmation Notice, then such Extension Request is irrevocable and the extension of the Original Termination Date to the date requested in the relevant Extension Request will take effect in accordance with paragraph (F) below.

If a Lender:

notifies the Agent that it does not agree to an Extension Request; or

has failed to notify the Agent whether or not it agrees to an Extension Request,

Upon receipt by the Agent of an Extension Confirmation Notice, the Commitment of each Extending Lender will be extended to the date requested in the relevant Extension Request with effect from the date immediately following the first anniversary or second anniversary, as the case may be, of the date of this Agreement (each an “Extension Date”), unless an Event of Default is outstanding on the relevant Extension Date in which case the requested extension shall not take effect.

The Company shall, on the Extension Date, pay to the Agent (for the account of each Extending Lender calculated on the amount of the Commitments of that Extending Lender as at the applicable Extension Date and by reference to the period for which the Commitments of that Existing Lender are extended) an extension fee as agreed between the Company and the Extending Lenders at such time as documented in a separate Fee Letter.

The Agent shall promptly inform the Obligors’ Agent and the Lenders of the amount of the Total Commitments, if reduced pursuant to paragraph (E) above.

Increase

The Company may, by giving prior notice to the Agent by not later than ten Business Days after the effective date of a cancellation of:

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

the Commitments of a Lender in accordance with:

paragraph (E) of Clause 2.2 (Extension of Facility);

Clause 10.1 (Illegality); or

paragraph (A) of Clause 10.4 (Right of cancellation and repayment in relation to a single Lender),

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

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

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

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

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

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

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

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 in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

The Company shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.3, provided that the Company has approved the fee arrangements of any professional advisers involved.

Each Increase Lender shall, on the date upon which the relevant 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 29.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

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

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

Clause 29.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 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”.

If the Company requests an increase in respect of the Commitments of one or more Non-Extending Lenders, the Company must follow the procedure set out in paragraphs (A) to (I) (inclusive) of Clause 8.2 (Selection of Accordion Increase Lenders) for the purposes of determining the make up of the relevant Increase Lenders in respect of such Commitments. The provisions of paragraphs (A) to (I) (inclusive) of Clause 8.2 (Selection of Accordion Increase Lenders) shall be construed accordingly for this purpose.

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

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

Obligors’ Agent

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company (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 Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), and to deliver any Accordion Increase Proposal, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

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

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

Monitoring

Conditions of Loan

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 all (or, acting on the instructions of the Lenders, waived the receipt of one or more) of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

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

Further conditions precedent

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by each Obligor are true in all material respects.

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency if:

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency at the Specified Time and on the Utilisation Date for that Loan;

it is USD or EUR or has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; and

there are Reference Rate Terms for that currency.

If the Agent has received a written request from the Company for a currency to be approved under paragraph (A)(2) above, the Agent will confirm to the Company by the Specified Time:

whether or not the Lenders have granted their approval; and

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

Maximum number of Loans

A Borrower (or the Company) may not deliver a Utilisation Request if as a result of the proposed Loan more than 15 Loans would be outstanding.

Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

Any Separate Loan shall not be taken into account in this Clause 4.4.

Utilisation

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

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

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

the proposed Interest Period complies with Clause 15 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

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

The amount of the proposed Loans must be:

if the currency selected is the Base Currency, a minimum of £500,000 or, if less, the Available Facility; or

if the currency selected is USD, a minimum of $500,000 or, if less, the Available Facility; or

if the currency selected is EUR, a minimum of €500,000 or, if less, the Available Facility; or

if the currency selected is an Optional Currency other than USD or EUR, the minimum amount specified by the Agent pursuant to paragraph (B)(2) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met, and subject to Clause 9 (Repayment), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

Other than as set out in paragraph (C) below, 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.

If a Loan is made to repay Ancillary Outstandings, each Lender’s participation in that Loan will be in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Loans then outstanding bearing the same proportion to the aggregate amount of the Loans then outstanding as its Commitment bears to the Total Commitments.

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 34.1 (Payments to the Agent) by the Specified Time.

Cancellation of Commitment

Optional Currencies

Selection of currency

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 the proposed Optional Currency would contravene a law or regulation applicable to it,

Agent’s calculations

Ancillary Facilities

Type of Facility

an overdraft facility;

a guarantee, bonding, documentary or stand-by letter of credit facility;

a short term loan facility;

a derivatives facility;

a foreign exchange facility; or

any other facility or accommodation required in connection with the business of the Group and which is agreed by the Company with an Ancillary Lender.

Availability

If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide all or part of its Commitment as an Ancillary Facility.

An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for that Ancillary Facility, the Agent has received from the Company:

a notice in writing of the establishment of that Ancillary Facility and specifying:

the proposed Borrower(s) (or Affiliates of a Borrower) which may use that Ancillary Facility;

the proposed Ancillary Commencement Date and expiry date of that Ancillary Facility;

the proposed type of Ancillary Facility to be provided;

the proposed Ancillary Lender;

the proposed Ancillary Commitment, the maximum amount of that Ancillary Facility and, in the case of a Multi-account Overdraft, its Designated Gross Amount and its Designated Net Amount; and

the proposed currency of that Ancillary Facility (if not denominated in the Base Currency); and

any other information which the Agent may reasonably request in connection with that Ancillary Facility.

The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

Subject to compliance with paragraph (B) above:

the Lender concerned will become an Ancillary Lender; and

the Ancillary Facility will be available,

Terms of Ancillary Facilities

Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.

Those terms:

must be based upon normal commercial terms at that time (except as varied by this Agreement);

may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 7.9 (Affiliates of Borrowers)) to use the Ancillary Facility;

may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

may not allow a Lender’s Ancillary Commitment to exceed that Lender’s Available Commitment (before taking into account the effect of the Ancillary Facility on that Available Commitment); and

must require that the Ancillary Commitment is reduced to zero, and that all Ancillary Outstandings are repaid not later than the Termination Date (or such earlier date as the Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for:

Clause 37.3 (Day count convention and interest calculation) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail; and

where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

Interest, commission and fees on Ancillary Facilities are dealt with in Clause 17.5 (Interest, commission and fees on Ancillary Facilities).

Repayment of Ancillary Facility

An Ancillary Facility shall cease to be available on the Termination Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (but for the avoidance of doubt, the corresponding commitment of that Lender shall continue (and its corresponding Available Commitment shall increase by the amount of the Ancillary Commitment so cancelled)).

No Ancillary Lender may demand repayment or prepayment of any Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility unless:

required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings;

the Total Commitments have been cancelled in full or all outstanding Loans have become due and payable in accordance with the terms of this Agreement;

it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or

both:

the Available Commitments; and

the notice of the demand given by the Ancillary Lender,

If a Loan is made to repay Ancillary Outstandings in full, the relevant Ancillary Commitment shall be reduced to zero.

Limitation on Ancillary Outstandings

the Ancillary Outstandings under any Ancillary Facility shall not exceed the Ancillary Commitment applicable to that Ancillary Facility; and

in relation to a Multi-account Overdraft:

the Ancillary Outstandings shall not exceed the Designated Net Amount applicable to that Multi-account Overdraft; and

the Gross Outstandings shall not exceed the Designated Gross Amount applicable to that Multi-account Overdraft.

Adjustment for Ancillary Facilities upon Acceleration

In this Clause 7.6:

“Revolving Outstandings” means, in relation to a Lender, the aggregate of the equivalent in the Base Currency of:

its participation in each Loan then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it as a Lender under the Facility); and

if the Lender is also an Ancillary Lender, the Ancillary Outstandings in respect of Ancillary Facilities provided by that Ancillary Lender (or by its Affiliate) (together with the aggregate amount of all accrued interest, fees and commission owed to it (or to its Affiliate) as an Ancillary Lender in respect of the Ancillary Facility); and

“Total Revolving Outstandings” means the aggregate of all Revolving Outstandings.

If the Agent exercises any of its rights under Clause 28.17 (Acceleration) (other than declaring Loans to be due on demand), each Lender and each Ancillary Lender shall (subject to paragraph (G) below) promptly adjust (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings) their claims in respect of amounts

If an amount outstanding under an Ancillary Facility is a contingent liability and that contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (B) above, then each Lender and Ancillary Lender will make a further adjustment (by making or receiving (as the case may be) corresponding transfers of rights and obligations under the Finance Documents relating to Revolving Outstandings to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

Any transfer of rights and obligations relating to Revolving Outstandings made pursuant to this Clause 7.6 shall be made for a purchase price in cash, payable at the time of transfer, in an amount equal to those Revolving Outstandings (less any accrued interest, fees and commission to which the transferor will remain entitled to receive notwithstanding that transfer, pursuant to Clause 29.10 (Pro Rata Interest Settlement)).

Prior to the application of the provisions of paragraph (B) above, an Ancillary Lender that has provided a Multi-account Overdraft shall set-off any Available Credit Balance on any account comprised in that Multi-account Overdraft.

All calculations to be made pursuant to this Clause 7.6 shall be made by the Agent based upon information provided to it by the Lenders and Ancillary Lenders and the Agent’s Spot Rate of Exchange.

This Clause 7.6 shall not oblige any Lender to accept the transfer of a claim relating to an amount outstanding under an Ancillary Facility which is not denominated (pursuant to the relevant Finance Document) in either the Base Currency, a currency which has been an Optional Currency for the purpose of any Loan or in another currency which is acceptable to that Lender.

Information

Affiliates of Lenders as Ancillary Lenders

Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, the Lender and its Affiliate shall be treated as a single Lender whose Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Parties) and/or the amount of any Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.

The Company shall specify any relevant Affiliate of a Lender in any notice delivered by the Company to the Agent pursuant to paragraph (B)(1) of Clause 7.2 (Availability).

If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender, its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.

Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

Affiliates of Borrowers

Subject to the terms of this Agreement, an Affiliate of a Borrower may with the approval of the relevant Lender become a borrower with respect to an Ancillary Facility.

The Company shall specify any relevant Affiliate of a Borrower in any notice delivered by the Company to the Agent pursuant to paragraph (B)(1) of Clause 7.2 (Availability).

If a Borrower ceases to be a Borrower under this Agreement in accordance with Clause 30.3 (Resignation of a Borrower), its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document.

Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.

Any reference in this Agreement or any other Finance Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.

Commitment amounts

its Ancillary Commitment; or

the Ancillary Commitment of its Affiliate.

Amendments and Waivers – Ancillary Facilities

Accordion Option

Definitions

invites each Lender to participate in a proposed Accordion Increase; and

sets out the size of the proposed Accordion Increase (the “Proposed Additional Commitments”) and the fee proposed to be payable to Lenders under that proposed Accordion Increase.

Selection of Accordion Increase Lenders

The Company may request, by delivery to the Agent of an Accordion Increase Proposal, that the Total Commitments be increased.

The Agent shall promptly send on to each Lender a copy of any Accordion Increase Proposal received by it.

An Accordion Increase Proposal shall be deemed to be an invitation to each Lender to offer to provide all or a proportion of the Proposed Additional Commitments requested in that Accordion Increase Proposal.

No Lender is obliged to increase its Commitments under the Facility pursuant to an Accordion Increase Proposal and each Lender may decide, in its absolute discretion, whether or not to offer to increase its Commitments and without giving any reason for its decision. Any Lender who wishes to offer to increase its Commitments by reference to an Accordion Increase Proposal shall notify the Company and the Agent not later than 17:00 hours on the last day of the Accordion Increase Solicitation Period in respect of that Accordion Increase Proposal.

Each Participating Lender’s offer under paragraph (D) above (as adjusted, if applicable, pursuant to paragraphs (F) or (G) below) in respect of an Accordion Increase proposed in an Accordion Increase Proposal shall, unless otherwise agreed by all the Participating Lenders under that Accordion Increase Proposal, expire on the earlier of:

the day falling 20 Business Days after the last day of the Accordion Increase Solicitation Period relating to that Accordion Increase Proposal; and

the date of any Accordion Increase Proposal delivered in respect of that proposed Accordion Increase.

If the aggregate amount of the proposed increases in Commitments offered by the Participating Lenders pursuant to paragraph (D) above in respect of an Accordion Increase proposed in an Accordion Increase Proposal exceeds the Proposed Additional Commitments set out in that Accordion Increase Proposal, those proposed Commitments shall be reduced to the extent necessary such that each such Participating Lender’s proportion relating to such Proposed Additional Commitments is no greater than the proportion borne by the aggregate of its Commitments to the aggregate of the Commitments of all of the Lenders which are Participating Lenders in respect of that Accordion Increase Proposal.

If there is an Accordion Increase Shortfall relating to the Proposed Additional Commitments set out in an Accordion Increase Proposal, the Company shall invite each Participating Lender under that Accordion Increase Proposal to increase the proposed Commitment offered by it in respect of the Accordion Increase proposed in that Accordion Increase Proposal by an amount no greater than its Accordion Increase Proportion of that Accordion Increase Shortfall. Any Participating Lender who wishes to offer to increase its Commitments by reference to an Accordion Increase Proposal shall notify the Company and the Agent not later than 17:00 hours on the day falling 5 Business Days after the last day of the Accordion Increase Solicitation Period in respect of that Accordion Increase Proposal.

If there is a Further Accordion Increase Shortfall relating to the Proposed Additional Commitments set out in an Accordion Increase Proposal, the Company may, in any manner, invite any Eligible Institutions to offer proposed Commitments in respect of the Accordion Increase proposed in that Accordion Increase Proposal in a maximum aggregate amount no greater than that Further Accordion Increase Shortfall.

Each Participating Lender’s proposed Commitment specified in response to any Accordion Increase Proposal shall, unless that Participating Lender agrees to be allocated a Commitment in a lower amount, be in an amount equal to the amount of the proposed Commitment offered by that Participating Lender in response to that Accordion Increase Proposal (as adjusted, if applicable, pursuant to paragraph (F) and/or (G) above).

The Company may not amend any Accordion Increase Proposal but may withdraw an Accordion Increase Proposal at any time. Withdrawal of an Accordion Increase Proposal shall terminate the process set out in this Clause 8.2 in respect of the Accordion Increase proposed in that Accordion Increase Proposal and that Accordion Increase shall not be established. Any such withdrawal shall not prejudice any future Accordion Increase proposed by the Company.

Delivery of Accordion Increase Proposal

Maximum number of Accordion Increases

Restrictions on Facility Increase

Any Accordion Increase shall be established as an increase in Commitments to the Facility and all other terms and condition of the Facility shall apply (without prejudice to any separate fee offered by the Company in respect of that Accordion Increase).

The aggregate of all Commitments established under all Accordion Increases shall not at any time exceed £150,000,000.

Conditions to establishment

The establishment of an increase in Commitments pursuant to an Accordion Increase will only be effected in accordance with Clause 8.7 (Establishment of Accordion Increase) if:

on the date of the Accordion Increase Proposal, no Default is continuing or would result from the establishment of the proposed increase in Commitments;

each Participating Lender, to the extent not already a Lender hereunder delivers an Accordion Increase Lender Certificate to the Agent and the Company;

the Agent and each Participating Lender has received (or arrangements are in place to its satisfaction that it is contracted to receive) such fees that are payable to it in accordance with Clause 8.11 (Increase Commitment Fees) and the Agent has received (in form and substance satisfactory to it) such documents (if any) as are reasonably necessary as a result of the establishment of that increase in Commitments to maintain the effectiveness of the guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents.

The Agent shall notify the Company and the Lenders promptly upon being satisfied under paragraph (A)(3) above.

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

Establishment of Accordion Increase

If the conditions set out in this Agreement have been met, the relevant increase in Commitments will be effected in accordance with paragraph (C) below when the Agent executes an otherwise duly completed Accordion Increase Proposal.

The Agent shall, subject to paragraphs (C) and (D) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Proposal appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Increase Proposal.

The Agent shall only be obliged to execute an Accordion Increase Proposal delivered to it by the Company once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the relevant Accordion Increase by a Participating Lender.

On the Establishment Date in respect of an Accordion Increase:

subject to the terms of this Agreement the relevant Participating Lenders shall commit the additional Commitments specified in the applicable Accordion Increase Proposal;

each Participating Lender shall assume all the obligations of a Lender corresponding to the additional Commitment (the “Assumed Commitment”) specified opposite its name in the relevant Accordion Increase Proposal as if it had been an Original Lender in respect of that Assumed Commitment;

each of the Obligors and each Participating Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Participating Lender would have assumed and/or acquired had that Participating Lender been an Original Lender in respect of the Assumed Commitment;

each Participating Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Participating Lender and those Finance Parties would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender in respect of the Assumed Commitment; and

each Participating Lender shall become a Party as a “Lender” (to the extent is it is not already a Lender).

Notification of establishment

Prior amendments binding

Limitation of responsibility

an “Existing Lender” were references to all the Lenders immediately prior to the Establishment Date;

the “New Lender” were references to a “Participating Lender”; and

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

Increase Commitment Fees

The Company may pay to any Participating Lender who participates in an Accordion Increase a fee in the amount and at the times agreed between the Company and that Lender in a Fee Letter provided that each Accordion Increase Lender is paid the same fee in relation to that Accordion Increase (applied pro rata to its Assumed Commitments).

The Company shall pay (or shall procure payment to) the Agent for its own account an accordion agency fee on each increase in Commitments pursuant to an Accordion Increase in the amount and at the times agreed in a Fee Letter.

Repayment

Subject to Clause 9.3 below, each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

Without prejudice to each Borrower’s obligation under Clause 9.1 above, if:

one or more Loans are to be made available to a Borrower:

on the same day that a maturing Loan is due to be repaid by that Borrower;

in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

in whole or in part for the purpose of refinancing the maturing Loan; and

the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans,

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

the relevant Borrower will only be required to make a payment under Clause 34.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under Clause 34.1 (Payments to the Agent) in respect of its participation in the new Loans; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

the relevant Borrower will not be required to make a payment under Clause 34.1 (Payments to the Agent); and

each Lender will be required to make a payment under Clause 34.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Termination Date and will be treated as separate Loans (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than five Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this Clause 9.4 to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be payable by that Borrower to the Agent (for the account of that Defaulting Lender) on the last day of each Interest Period of that Loan.

The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with Clauses 9.3 to 9.5 above, in which case those paragraphs shall prevail in respect of any Separate Loan.

Illegality, voluntary prepayment and cancellation

Illegality

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

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

each Borrower shall 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 Company 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

Voluntary prepayment of Loans

A Borrower to which a Loan has been made may, if it or the Company gives the Agent not less than:

in the case of a Term Rate Loan, five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice; or

in the case of a Compounded Rate Loan and subject to paragraph (B) below, 5 RFR Banking Days’ (or such shorter period as the Majority Lenders may agree) prior notice,

Notwithstanding paragraph (A)(2) above, with respect to a Compounded Rate Currency not more than four (4) voluntary prepayments of Compounded Rate Loans advanced in that Compounded Rate Currency may be made in whole or in part in any 12 month period (with the first such 12 month period commencing on the date of this Agreement).

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 paragraph (C) of Clause 18.2 (Tax gross-up); or

any Lender claims indemnification from the Company or an Obligor under Clause 18.3 (Tax indemnity) or Clause 19.1 (Increased costs),

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

On the last day of each Interest Period which ends after the Company has given notice under paragraph (A) above in relation to a Lender (or, if earlier, the date specified by the Company 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 Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of the Available Commitment of that Lender.

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

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

Change of Control

Change of Control and De-Listing

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

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

if a Lender so requires and notifies the Agent within ten days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Loans and Ancillary Facilities, together with accrued interest and all other amounts accrued under the Finance Documents, immediately due and payable, whereupon the Commitments of that Lender and its Ancillary Facilities will be cancelled and all such outstanding Loans, Ancillary Outstandings and amounts will become immediately due and payable.

Exit

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

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

the Facility will be cancelled and all outstanding Loans and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable.

Restrictions

Notices of Cancellation or Prepayment

Interest and other amounts

Reborrowing

Prepayment in accordance with Agreement

No reinstatement of Commitments

Effect of repayment and prepayment on Commitments

Application of prepayments

Interest

Calculation of interest – Term Rate Loans

Margin; and

Term Reference Rate.

Calculation of interest – Compounded Rate Loans

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

Compounded Reference Rate for that day.

If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Margin and Margin adjustments

Until the delivery of the Compliance Certificate in respect of the period ending 30 June 2023, the Margin in respect of any Loan will be 1.00 per cent. per annum.

Subject to paragraph (A) above and the other provisions of this sub-clause, the Margin in respect of any Loan will be calculated by reference to the table below and the information set out in the most recently delivered Compliance Certificate and financial statements for the relevant person:

Any change in the Margin will, subject to paragraph (D) below, apply on the date falling five Business Days following receipt by the Agent of each Compliance Certificate and financial statements and have effect until delivery to the Agent of the next Compliance Certificate and financial statements.

For so long as an Event of Default has occurred and is continuing, the Margin in respect of the Loans will be the highest rate, being 1.65 per cent. per annum.

Sustainability linked Margin adjustments

Following the Sustainability Effective Date, in respect of a Relevant Sustainability Period and provided that:

the Agent has received the documents and other evidence required to be delivered pursuant to Clause 25.3 (Sustainability Compliance Certificate) in form and substance satisfactory to the Agent in respect of that Relevant Sustainability Period; and

no Default is continuing on the applicable Sustainability Reporting Date,

If, in respect of any Relevant Sustainability Period, the Company fails to deliver a Sustainability Compliance Certificate and/or Sustainability Performance Report to the Agent in accordance with Clause 25.3 (Sustainability Compliance Certificate), the number of Sustainability Performance Targets met for that Relevant Sustainability Period shall be deemed to be zero (unless delivery of such Sustainability Compliance Certificate is remedied in accordance with paragraph (E) below).

If, in respect of any Relevant Sustainability Period, the Company delivers a Sustainability Compliance Certificate which, in the opinion of the Agent (acting on the instructions of the Lenders, each acting reasonably), does not contain sufficient information to determine whether a Sustainability Adjustment should apply, the number of Sustainability Performance Targets met for that Relevant Sustainability Period shall be deemed to be zero (unless remedied in accordance with paragraph (F) below).

Any adjustment (or otherwise) to the Base Margin pursuant to paragraph (A), paragraph (B) or paragraph (C) above by reference to the Sustainability Performance Target Notice (a “Sustainability Adjustment”) shall take effect on the date falling 5 Business Days after:

in the case of paragraph (A) above, the later to occur of:

receipt by the Agent of the relevant Sustainability Compliance Certificate pursuant to Clause 25.3 (Sustainability Compliance Certificate); or

receipt by the Agent of a Sustainability Compliance Certificate delivered in accordance with paragraph (E) below or sufficient information in form and substance satisfactory to the Agent (acting on the instructions of the Lenders, each acting reasonably) in order to allow the Agent to determine the Sustainability Adjustment that should apply in accordance with paragraph (F) below (as applicable);

in the case of paragraph (B) above, the latest date by which the relevant Sustainability Compliance Certificate should have been delivered (taking into account any grace period for delivery pursuant to paragraph (E) below); or

in the case of paragraph (C) above, the latest date by which the relevant Sustainability Compliance Certificate should have been delivered (taking into account any grace period for delivery pursuant to paragraph (F) below).

If the Company fails to deliver a Sustainability Compliance Certificate in respect of a Relevant Sustainability Period to the Agent by the latest date on which that Sustainability Compliance Certificate should have been delivered according to Clause 25.3 (Sustainability Compliance Certificate), but the Company subsequently delivers a Sustainability Compliance Certificate in respect of that Relevant Sustainability Period to the Agent within 15 Business Days of such date, any adjustment (or otherwise) to the Base Margin shall take place pursuant to paragraph (A) above as if such Sustainability Compliance Certificate had been delivered within the required time (provided that such adjustment (or otherwise) shall take effect on the date falling 5 Business Days after such subsequent delivery).

If, in the opinion of the Agent (acting on the instructions of the Lenders, each acting reasonably), a Sustainability Compliance Certificate which has been delivered according to Clause 25.3 (Sustainability Compliance Certificate) does not contain sufficient information to determine whether a Sustainability Adjustment should apply, the Company shall provide to the Agent such further information regarding that Sustainability Compliance Certificate and the Sustainability Performance Targets referred to therein as the Agent (acting on the instructions of the Lenders, each acting reasonably) may request in order to determine the Sustainability Adjustment that shall apply. If the Company delivers such information in form and substance satisfactory to the Agent (acting on the instructions of the Lenders, each acting reasonably) within 15 Business Days of such request from the Agent (or such longer time period which the Company and the Agent may agree), any adjustment (or otherwise) to the Base Margin shall take place pursuant to paragraph (A) above as if such Sustainability Compliance Certificate had been delivered with sufficient information in order to determine the applicable Sustainability Adjustment required time (provided that such adjustment (or otherwise) shall take effect on the date falling 5 Business Days after the delivery of such additional information).

If the Company has made a confirmation, representation or statement in connection with any Sustainability Compliance Certificate which is, or proves to have been, incorrect or misleading when made and, as a result a higher Margin should have applied during a certain period, then the Company shall promptly pay to the Agent (on behalf of the Lenders) any amounts necessary to put the Lenders in the position they would have been in had the correct rate of Margin applied during the relevant period.

For the avoidance of doubt:

if a Default has occurred and is continuing on any Sustainability Reporting Date, the Base Margin will not be adjusted and no adjustment may occur until the next determination of a Sustainability Adjustment (or otherwise) in accordance with the terms of this Clause 13.4;

if any Sustainability Performance Report has not been approved or has been qualified by the Approved Sustainability Reviewer, the Company will be deemed not to have met the applicable Sustainability Performance Target for the purpose of calculating any adjustment to the Base Margin;

no adjustment to the Base Margin in accordance with this Clause 13.4 will be made prior to the Sustainability Effective Date;

failure to achieve one or more Sustainability Performance Targets or to deliver a Sustainability Compliance Certificate to the Agent shall not result in a Default;

a Sustainability Adjustment in respect of a Sustainability Reporting Date shall apply from the time specified in respect of that Sustainability Reporting Date in paragraph (D) above until the next determination of a Sustainability Adjustment (or otherwise) in accordance with the terms of this Clause 13.4;

subject to paragraph (H) below, only one Sustainability Adjustment may be made in any Financial Year; and

following a Declassification Event, the Margin shall be determined pursuant to the definition of “Margin” in Clause 1.1 (Definitions) without any adjustments pursuant to this Clause 13.4.

The Base Margin may not be:

increased in aggregate by more than 0.05 per cent. per annum; or

decreased in aggregate by more than 0.05 per cent. per annum

Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period.

If the Compliance Certificate received by the Agent which relates to the relevant Annual Financial Statements shows that a higher Margin should have applied during a certain period, then the Company shall (or shall ensure the relevant Borrower shall) promptly pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period.

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (B) below, is one per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 13.6 shall be immediately payable by the relevant Obligor on demand by the Agent.

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

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

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

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

Notification of rates of interest

The Agent shall promptly notify the relevant Lenders and the relevant Borrower (or the Company) of the determination of a rate of interest relating to a Term Rate Loan.

The Agent shall, promptly upon a Compounded Rate Interest Payment being determinable, notify:

the relevant Borrower (and the Company) of that Compounded Rate Interest Payment;

each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

the relevant Lenders and the relevant Borrower (and the Company) of:

each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

The Agent shall promptly notify the relevant Borrower (and the Company) of each Funding Rate relating to a Loan.

The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 16.4 (Cost of funds) applies.

This Clause 13.7 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Sustainability Linked Facility

Sustainability Linked Facility

The Company may, at any time before the Sustainability Longstop Date, request the classification of the Facility as a sustainability-linked Facility by delivering to the Agent the duly completed Sustainability Performance Target Notice.

The Sustainability Performance Target Notice will not be regarded as having been duly completed unless it appends the Initial SLL Report and sets out (in reasonable detail including calculations where relevant to the satisfaction of the Agent (acting on the instructions of the Lenders (acting reasonably)):

the relevant Key Performance Indicator(s);

the Baseline Performance of such Key Performance Indicator(s);

the Sustainability Performance Target(s);

the proposed Sustainability Adjustment;

the details of the Approved Sustainability Reviewer; and

any other supporting information and/or due diligence requested by the Agent.

The classification of the Facility as a sustainability-linked Facility and the corresponding Sustainability Performance Target(s) will only be effected in accordance with paragraph (D) below if:

at least one Month prior to the proposed Sustainability Effective Date the Company has notified the Agent that it intends to deliver the Sustainability Performance Target Notice;

on the date of the Sustainability Performance Target Notice and on the Sustainability Effective Date:

no Default is continuing; and

the Repeating Representations to be made by each Obligor are true; and

the Agent (acting on the instructions of all Lenders acting in their absolute discretion) countersigns the Sustainability Performance Target Notice and confirms the Sustainability Effective Date.

If the conditions set out in paragraphs (B) and (C) above have been met, the classification of the sustainability-linked Facility is effected and the corresponding Sustainability Performance Target(s) is/are established when the Agent executes the otherwise duly completed Sustainability Performance Target Notice.

The Agent shall, as soon as reasonably practicable after the classification of the sustainability-linked Facility and the establishment of the corresponding Sustainability Performance Target(s), notify the Company and the Lenders of that classification and the Sustainability Effective Date and shall provide them with a copy of the executed Sustainability Performance Target Notice.

Until the date on which the Agent notifies the Company and the Lenders pursuant to paragraph (E) above that the Sustainability Effective Date has occurred and that the Facility is classified as a sustainability-linked Facility, no Party shall be entitled to:

represent in any external communication, marketing or publication that the Facility has been classified as a sustainability-linked Facility; or

represent in any internal communication, marketing or publication that the Facility has been classified as a sustainability-linked Facility.

Disclosure of information

From the Sustainability Effective Date, but prior to a Declassification Event, the Company may represent in any internal or external communication, marketing or publication that the Facility has been classified as sustainability-linked, provided however that the initial press release of the Facility being sustainability-linked is subject to the approval of the Sustainability Coordinator (such approval not to be unreasonably withheld or delayed).

Following the earlier to occur of (x) the date, on or following the Sustainability Effective Date, on which the Company has made its own announcement that the Facility has been classified as a sustainability-linked Facility and (y) the date falling 10 Business Days after the Sustainability Effective Date, a Finance Party may (at any time):

make any public announcement relating to the sustainability linked loans or any sustainability linked Facility, at its own expense, in such newspapers, websites, social media, brochures, tombstones and/or periodicals as it may choose, which announcements may, without limitation, set out the quantum of the sustainability linked loans; or

send information relating to the sustainability linked loans or the Company to ratings agencies, external report providers and organisations responsible for ranking professional parties in the market.

If requested by a Finance Party following the earlier to occur of (x) the date, on or following the Sustainability Effective Date, on which the Company has made its own announcement that the Facility has been classified as a sustainability-linked Facility and (y) the date falling 10 Business Days after the Sustainability Effective Date and up to and including the occurrence of a Declassification Event which is continuing, the Company will confirm that Finance Party’s role in relation to the sustainability linked Facility for inclusion in league tables published by deal data and information providers such as (without limitation) Bloomberg, Dealogic and Thomson Financial.

Material Sustainability Event

If a Material Sustainability Event falling within paragraph (A) or (B) of that defined term occurs, then the Company and the Agent (acting on behalf of all the Lenders) shall negotiate in good faith for a period of no longer than 90 days following the date of such Material Sustainability Event to make appropriate adjustments to the Sustainability Performance Targets in the Sustainability Performance Target Notice.

If a Material Sustainability Event falling within paragraph (C), (D) or (E) of that defined term occurs, the Company and the Agent (acting on behalf of all Lenders, acting in good faith) shall have no longer than 90 days following the date of such Material Sustainability Event to:

agree an amendment to the relevant Sustainability Performance Target and/or Key Performance Indicator or waiver of the applicable Material Sustainability Event; or

in the case of paragraph (C) of the definition of Material Sustainability Event only, remedy such event to the satisfaction of the Agent (acting on behalf of all Lenders, acting reasonably).