BETWEEN PROSUS N.V. Company J.P. MORGAN EUROPE … · 12/19/2019 · j.p. morgan securities plc banca imi s.p.a. london branch bnp paribas fortis sa/nv citibank, n.a., london branch

EU-DOCS\26536722.3

THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is

dated 19 December 2019.

BETWEEN

(1) PROSUS N.V. (the “Company”); and

(2) J.P. MORGAN EUROPE LIMITED as agent of the other Finance Parties (the

“Agent”).

We refer to the facility agreement dated 22 October 2019 between, among others, the

Company, the Agent and the Coordinating Bookrunner (as amended pursuant to an

amendment letter dated 7 November 2019 and amendment agreements dated 28 November

2019 and 8 December 2019 and as further amended, supplemented and restated from time to

time, the “Facility Agreement”).

IT IS AGREED as follows:

1. DEFINITIONS

1.1 Save as defined in this Agreement, words and expressions defined in the Facility

Agreement shall have the same meaning when used in this Agreement.

1.2 In this Agreement:

“Amended Facility Agreement” means the Facility Agreement as amended and

restated by paragraph 3 (Amendments) of this Agreement in the form set out in

Schedule 1 (Amended Facility Agreement).

“Effective Date” means the date of this Agreement.

1.3 Clause 1.2 (Construction) of the Facility Agreement will apply as if incorporated in

this Agreement in full and as if references in that clause to “this Agreement” are

references to this Agreement.

2. BACKGROUND

2.1 The Company has requested an increase to the Cash Bridge of £50,000,000.

2.2 For the purposes of Clause 35 (Amendments and Waivers) of the Facility Agreement,

each Lender has consented to the request to increase the Cash Bridge.

3. AMENDMENTS

The Facility Agreement shall be amended and restated on the terms set out in

Schedule 1 (Amended Facility Agreement) with immediate effect from the Effective

Date.

4. FINANCE DOCUMENT

This Agreement is a Finance Document.

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5. COUNTERPARTS

This Agreement may be executed in any number of counterparts, and this has the

same effect as if the signatures on the counterparts were on a single copy of this

Agreement. Delivery of a counterpart of this Agreement by email attachment or

telecopy shall be an effective mode of delivery.

6. MISCELLANEOUS

Clauses 33 (Partial Invalidity) and 34 (Remedies and Waivers) of the Facility

Agreement shall be deemed to be incorporated into this Agreement as though all

references to “this Agreement” in that clause were references to this Agreement.

7. GOVERNING LAW AND JURISDICTION

7.1 This Agreement and any non-contractual obligations arising out of or in connection

with it are governed by English law.

7.2 The courts of England shall have exclusive jurisdiction to settle any dispute arising

out of or in connection with this Agreement (including a dispute regarding the

existence, validity or termination of this Agreement or any non-contractual obligation

arising out of or in connection with it).

THIS AGREEMENT has been entered into on the date stated at the beginning of this

Agreement.

EU-DOCS\26536722.3

Schedule 1

Amended Facility Agreement

Allen & Overy LLP

0130215-0000001 BK:51319315.13

£5,200,000,000

FACILITY AGREEMENT

PROSUS N.V.

as Company

J.P. MORGAN SECURITIES PLC

BANCA IMI S.P.A. LONDON BRANCH

BNP PARIBAS FORTIS SA/NV

CITIBANK, N.A., LONDON BRANCH

DEUTSCHE BANK LUXEMBOURG S.A.

MORGAN STANLEY BANK INTERNATIONAL LIMITED

as Mandated Lead Arrangers

THE BANKS AND FINANCIAL INSTITUTIONS NAMED IN THIS AGREEMENT

and

J.P. MORGAN EUROPE LIMITED

as Agent

originally dated 22 October 2019 as amended and restated on 7 November 2019, 28 November 2019, 8

December 2019 and 19 December 2019

0130215-0000001 BK:51319315.13

CONTENTS

Clause Page

1. Definitions and Interpretation ................................................................................................................ 1

2. The Facility .......................................................................................................................................... 23

3. Purpose ................................................................................................................................................ 25

4. Conditions of Utilisation ..................................................................................................................... 25

5. Utilisation ............................................................................................................................................ 27

6. Alternative Currencies ......................................................................................................................... 28

7. Repayment and Extension Option ....................................................................................................... 29

8. Prepayment and Cancellation .............................................................................................................. 30

9. Interest ................................................................................................................................................. 39

10. Interest Periods .................................................................................................................................... 40

11. Changes to the Calculation of Interest ................................................................................................. 40

12. Fees ...................................................................................................................................................... 42

13. Tax Gross-up and Indemnities ............................................................................................................. 42

14. Increased Costs .................................................................................................................................... 46

15. Other Indemnities ................................................................................................................................ 48

16. Mitigation by the Lenders ................................................................................................................... 50

17. Costs and Expenses ............................................................................................................................. 50

18. Representations ................................................................................................................................... 50

19. Information Undertakings ................................................................................................................... 53

20. Financial Covenants ............................................................................................................................ 56

21. General Undertakings .......................................................................................................................... 60

22. Events of Default ................................................................................................................................. 66

23. Disclosure of Information .................................................................................................................... 69

24. Changes to the Lenders ....................................................................................................................... 71

25. Changes to the Company ..................................................................................................................... 76

26. Role of the Agent and the Coordinating Bookrunner .......................................................................... 76

27. Conduct of Business by the Finance Parties ........................................................................................ 82

28. Sharing among the Finance Parties ..................................................................................................... 82

29. Payment Mechanics ............................................................................................................................. 83

30. Set-off .................................................................................................................................................. 87

31. Notices ................................................................................................................................................. 87

32. Calculations and Certificates ............................................................................................................... 89

33. Partial Invalidity .................................................................................................................................. 89

34. Remedies and Waivers ........................................................................................................................ 89

35. Amendments and Waivers ................................................................................................................... 89

36. Confidentiality of Funding Rates ........................................................................................................ 94

37. Counterparts ........................................................................................................................................ 95

38. Governing Law .................................................................................................................................... 95

39. Enforcement ........................................................................................................................................ 95

40. Contractual recognition of bail-in........................................................................................................ 95

0130215-0000001 BK:51319315.13

Schedule

1. The Original Lenders ........................................................................................................................... 98

2. Conditions Precedent ........................................................................................................................... 99

Part 1 Conditions Precedent to Signing ...................................................................................... 99 Part 2 Conditions Precedent to Utilisation ............................................................................... 101

3. Requests ............................................................................................................................................. 102

Part 1 Utilisation Request ......................................................................................................... 102 Part 2 Selection Notice ............................................................................................................. 104

4. Form of Transfer Certificate .............................................................................................................. 105

5. Form of Compliance Certificate ........................................................................................................ 107

6. Existing Security ............................................................................................................................... 108

7. Timetables ......................................................................................................................................... 110

8. Material Subsidiaries ......................................................................................................................... 111

9. Confidentiality Undertaking .............................................................................................................. 112

10. Increase Confirmation ....................................................................................................................... 118

0130215-0000001 BK:51319315.13 1

THIS AGREEMENT is dated 22 October 2019 as amended and restated on 7 November 2019, 28

November 2019, 8 December 2019 and 19 December 2019 and made

BETWEEN:

(1) PROSUS N.V. (a public limited liability company (naamloze vennootschap) incorporated under the

laws of the Netherlands, having its official seat in Amsterdam, the Netherlands having its office at

Taurusavenue 105, 2132 LS Hoofddorp, the Netherlands and registered with the Dutch Trade

Register of the Chamber of Commerce under number 34099856) (the Company);

(2) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as

Lenders (the Original Lenders);

(3) J.P. MORGAN EUROPE LIMITED as agent of the other Finance Parties (the Agent);

(4) J.P. MORGAN SECURITIES PLC as coordinating bookrunner and mandated lead arranger

(the Coordinating Bookrunner); and

(5) BANCA IMI S.P.A. LONDON BRANCH, BNP PARIBAS FORTIS SA/NV, CITIBANK, N.A.,

LONDON BRANCH, DEUTSCHE BANK LUXEMBOURG S.A. and MORGAN STANLEY

BANK INTERNATIONAL LIMITED (together with the Coordinating Bookrunner, the

Mandated Lead Arrangers).

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

Acceptable Bank means: (a) a Lender; or (b) a commercial bank or trust company which has a

rating of Baa2 or higher by Moody's or BBB or higher by Standard & Poor's or Fitch, or a

comparable rating from a nationally recognised credit rating agency; or (c) any other commercial

bank or trust company which has been approved as an Acceptable Bank by the Majority Lenders.

Acceptance Condition means, in relation to an Offer, a condition such that the Offer may not be

declared unconditional as to acceptances until Bidco has received acceptances (or acquired Target

Shares) in respect of a certain percentage or number of Target Shares.

Acquisition means the acquisition of Target Shares by Bidco pursuant to a Scheme or Offer and, if

applicable, a Squeeze-Out.

Acquisition Documents means the Scheme Circular and/or the Offer Document and any other

document designated as an Acquisition Document by the Company and the Agent.

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

person or any other Subsidiary of that Holding Company.

Agent's Spot Rate of Exchange means:

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

0130215-0000001 BK:51319315.13 2

(b) (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),

for the purchase of the relevant currency with the Base Currency in the London foreign exchange

market at or about 11.00 a.m. on a particular day.

Announcement means the press release made by or on behalf of the Bidco announcing a firm

intention to implement a Scheme or, as the case may be, make an Offer, in each case in accordance

with Rule 2.7 of the City Code.

Anti-Corruption Laws means laws, rules and regulations concerning or relating to bribery,

corruption or money laundering.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing,

notarisation or registration.

Availability Period means the period from and including the date of this Agreement to and

including:

(a) for a Certain Funds Utilisation, the last day of the Certain Funds Period; and

(b) for any other Utilisation, 31 July 2020.

Available Commitment means a Lender's Commitment minus:

(a) the Base Currency Amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in

other Loans that are due to be made on or before the proposed Utilisation Date.

Available Facility means the aggregate for the time being of each Lender's Available Commitment.

Base Currency means sterling.

Base Currency Amount means, in relation to a Loan, the amount specified in the Utilisation

Request delivered by the Company for that Loan (or, if the amount requested is not denominated in

the Base Currency, that amount converted into the Base Currency at the 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) adjusted to reflect any repayment or prepayment of

the Loan.

Bidco means MIH Food Delivery Holdings B.V. or any other member of the Group on whose behalf

the Announcement is made.

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

(a) the interest (excluding any Margin) which a Lender should have received for the period from

the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last

day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal

amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the

principal amount or Unpaid Sum received by it on deposit with a leading bank in the

0130215-0000001 BK:51319315.13 3

Relevant Interbank Market for a period starting on the Business Day following receipt or

recovery and ending on the last day of the current Interest Period.

Cash Bridge has the meaning given in Clause 2.1(b)(i) (The Facility).

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general

business in London and Amsterdam and:

(a) (in relation to any date for payment or purchase of the Base Currency or an Optional

Currency) the principal financial centre of the country of that currency; or

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

Certain Funds Period means from the date of this Agreement to and including the date that is the

earlier of:

(a) if the Acquisition is intended to be completed pursuant to a Scheme, the earlier of:

(i) the date upon which the Scheme lapses (including, subject to exhausting any rights

of appeal, if the relevant court refuses to sanction the Scheme) or is withdrawn,

unless on or prior to such date the Company has (as soon as reasonably practicable)

notified the Agent that Bidco proposes to make an Offer;

(ii) the date falling 30 days after the Scheme Effective Date; or

(iii) if the Company has notified the Agent that Bidco proposes to make an Offer in

accordance with sub-paragraph (i) above, close of business on the date 20 Business

Days after such notification if the Announcement with respect to that Offer has not

been made by then;

(b) if the Acquisition is intended to be completed pursuant to an Offer, the earlier of:

(i) the date upon which the Offer lapses or is withdrawn, unless on or prior to such date

the Company has (as soon as reasonably practicable) notified the Agent that Bidco

proposes to effect the Acquisition by way of a Scheme;

(ii) the date falling 30 days after Bidco has acquired 100% of the Target Shares; or

(iii) if the Company has notified the Agent that Bidco proposes to effect the Acquisition

by way of a Scheme in accordance with sub-paragraph (i) above, close of business

on the date 20 Business Days after such notification if the Announcement with

respect to that Scheme has not been made by then;

(c) 23:59 (London time) on 24 October 2019 if an Announcement has not been made by then;

(d) the date on which the Company has notified the Agent that Bidco has determined not to

proceed with the Acquisition (which notification shall be provided as soon as reasonably

practicable after making such determinations and with the approval of the Financial

Adviser); and

(e) 31 July 2020.

Certain Funds Utilisation means a Utilisation made or to be made under the Facility for any of the

purposes listed in Clause 3.1(a) to (c) (Purpose).

0130215-0000001 BK:51319315.13 4

City Code means the City Code on Takeovers and Mergers.

Closing Date means the date of first Utilisation.

Closing Fee Letter means the fee letter dated on or about the date of this Agreement between the

Mandated Lead Arrangers and the Company.

Code means the US Internal Revenue Code of 1986.

Commitment means:

(a) in relation to an Original Lender, the amount in the Base Currency set out opposite its name

under the heading "Commitment" in Schedule 1 (The Original Lenders) and the amount of

any other Commitment transferred to it under this Agreement or assumed by it in accordance

with Clause 2.3 (Increase after Defaulting Lender or illegality); and

(b) in relation to any other Lender, the amount in the Base Currency of any Commitment

transferred to it under this Agreement or assumed by it in accordance with Clause 2.3

(Increase after Defaulting Lender or illegality),

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

Committed Currency means the Base Currency, euro and dollars.

Compliance Certificate means a certificate substantially in the form set out in Schedule 5 (Form of

Compliance Certificate).

Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out

in Schedule 9 (Confidentiality Undertaking) or in any other form agreed between the Company and

the Agent.

Consolidated Entity EBITDA means, by reference to a particular accounting period, the aggregate

of:

(a) the consolidated operating profits of a person and its Subsidiaries (including the results from

discontinued operations) before finance costs and tax for that accounting period;

(b) plus or minus that person's and its Subsidiaries' share of the profits or losses of associates for

that period (after finance costs and tax) and that person's and its Subsidiaries' share of the

profits or losses of any joint ventures;

adjusted by:

(i) taking no account of any material items which represent gains or losses arising on:

(A) restructurings of the activities of that person and reversals of any provisions for the

costs of restructuring;

(B) disposals of non-current assets;

(C) the disposal of assets associated with discontinued operations; and

(D) any other agreed items.

0130215-0000001 BK:51319315.13 5

(ii) taking no account of any unrealised gains or losses on any derivative instrument which is

reported through the income statement;

(iii) taking no account of any income or charge attributable to a post-employment benefit scheme

other than current service costs and any past service costs and curtailments and settlements

attributable to the scheme; and

(iv) taking no account of any expense referable to equity-settled share based compensation of

employees; but

(v) after adding back any depreciation and amortisation and taking no account of any charge for

impairment or any reversal of any previous impairment charge made in that period.

Consumer Finance Financing means any securitisation, sale, discounting arrangement or other

financing of receivables, financial assets or both undertaken by any member or members of the

Group which provide consumer finance, provided that:

(a) recourse to any member of the Group in respect of all such arrangements or financings is

limited to:

(i) Kreditech Holding SSL GmbH and/or any member or members of the Group which

provide consumer finance using financial technology as a core part of its business

and which constitutes at least half of its business by one or more metrics (Fintech

Group Member);

(ii) any Special Purpose Vehicle; and/or

(iii) any other member of the Group consented to by the Majority Lenders for this

purpose; and

(b) the aggregate principal amount of any Financial Indebtedness outstanding under all such

arrangements or financings at any time shall not exceed 10% of Gross Assets.

Cooperation Agreement means the cooperation agreement (if any) entered into between, among

others, Bidco and the Target in respect of the Acquisition.

Court Order means the Order of the High Court sanctioning the Scheme.

Debt Take-Out Bridge has the meaning given in Clause 2.1(b)(ii) (The Facility).

Default means an Event of Default or any event or circumstance specified in Clause 22 (Events of

Default) which would (with the expiry of a grace period, the giving of notice, the making of any

determination under the Finance Documents or any combination of any of the foregoing) be an

Event of Default, provided that for the avoidance of doubt any such event or circumstance which

requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall

not be a Default unless that condition is satisfied.

Defaulting Lender means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it

will not make its participation in a Loan available by the Utilisation Date of that Loan in

accordance with Clause 5.4 (Lenders' participation);

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

0130215-0000001 BK:51319315.13 6

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

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

(i) its failure to pay is caused by:

(A) a Disruption Event; or

(B) administrative or technical error; and

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

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

in question.

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial

markets which are, in each case, required to operate in order for payments to be made in

connection with 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

(b) the occurrence of any other event which results in a disruption (of a technical or

systems-related nature) to the treasury or payments operations of a Party preventing that, or

any other Party:

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

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

Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party

whose operations are disrupted.

Dutch Civil Code means the Burgerlijk Wetboek.

Dutch FSA means the Financial Supervision Act (Wet op het financieel toezicht), including any and

all subordinated decrees and regulations issued pursuant thereto, as amended from time to time.

Equity Finance Arrangement means any margin loan arrangement, stock loan, repo, mandatory

convertible or exchange bonds or note arrangement or other similar equity finance arrangement

entered into in relation to Marketable Securities by any member of the Group and:

(a) the Security or Quasi-Security created or granted by any member of the Group in relation to

which is limited to:

(i) the Marketable Securities subject to such arrangement from time to time; and

(ii) any bank, share and/or custody accounts to be used solely in connection with that

arrangement; and

(b) recourse to any member of the Group in respect of which is limited to:

(i) one or more Special Purpose Vehicles;

0130215-0000001 BK:51319315.13 7

(ii) the relevant member or members of the Group that hold the Marketable Securities

and only to the extent of such Marketable Securities which are subject to Security or

Quasi-Security as part of that Equity Finance Arrangement or which has been

contractually committed to become subject to Security or Quasi-Security, in each

case as part of that Equity Finance Arrangement (and for the avoidance of doubt, no

other Marketable Securities or other assets of that member of the Group).

Notwithstanding the foregoing, this paragraph (b)(ii) shall not restrict members of

the Group that hold the Marketable Securities, in its capacity as holder of the

Marketable Securities, from providing representations, warranties or assurances or

assuming obligations under the relevant Equity Finance Arrangement, in each case,

that are customary for an Equity Finance Arrangement of that sort, so long as such

provision or assumption does not result in the relevant members of the Group

assuming any obligation to repay or prepay that Equity Finance Arrangement or

provide any guarantee or other credit support for the same, or does not otherwise

give rise to any recourse to the relevant member or members of the Group; and

(iii) any other member of the Group consented to by the Majority Lenders for

these purposes.

EURIBOR means, in relation to any Loan in euro:

(a) the applicable Screen Rate as of the Specified Time for euro and for a period equal in length

to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

and if, in either case, any such rate is below zero, EURIBOR will be deemed to be zero.

EUR Loan means a Loan denominated in Euro.

Event of Default means any event or circumstance specified as such in Clause 22 (Events of

Default).

Existing Revolving Facility means the revolving facility agreement originally dated 18 November

2013 (as amended, amended and restated, replaced and/or refinanced from time to time) between,

among others, Myriad International Holdings B.V. as Borrower, Naspers Limited as Guarantor and

Citibank Europe plc, UK Branch as Agent.

Facility means the term loan facility made available under this Agreement as described in Clause 2

(The Facility).

Facility Office means the office or offices notified by a 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.

Fallback Interest Period means one month.

FATCA means:

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

(b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or

relating to an intergovernmental agreement between the US and any other jurisdiction,

0130215-0000001 BK:51319315.13 8

which (in either case) facilitates the implementation of any law or regulation referred to in

paragraph (a) above; or

(c) 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.

FATCA Application Date means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code

(which relates to payments of interest and certain other payments from sources within the

US), 1 July 2014; or

(b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling

within paragraph (a) above, the first date from which such payment may become subject to a

deduction or withholding required by FATCA.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document

required by FATCA.

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

Deduction.

Fee Letter means:

(a) the Closing Fee Letter; and

(b) any other letter or letters dated on or about the date of this Agreement between the Agent

and the Company (or the Mandated Lead Arrangers and the Company) setting out any of the

fees payable in respect of this Agreement.

Final Maturity Date means:

(a) in relation to the Cash Bridge, the earlier of:

(i) the later of (x) the date falling three Months after the Closing Date and (y) the last

day of the Certain Funds Period; and

(ii) the date falling 12 Months after the Signing Date; and

(b) in relation to the Debt Take-Out Bridge, subject to Clause 7.2 (Extension Option), the date

falling 12 Months after the earlier of:

(i) the Closing Date; and

(ii) the date falling six Months after the Signing Date.

Finance Document means this Agreement, any Fee Letter, the Mandate Letter and any other

document designated as such by the Agent and the Company.

Finance Party means the Agent, the Coordinating Bookrunner, a Mandated Lead Arranger or a

Lender.

Financial Adviser means the person appointed as financial adviser to the Bidco for the purposes of

Rule 24.8 of the City Code.

0130215-0000001 BK:51319315.13 9

Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed;

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

equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,

debentures, loan stock or any similar instrument but not Trade Instruments;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in

accordance with GAAP as in force and applied to the Original Financial Statements, be

treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold or

discounted on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase

agreement) entered into primarily for the purpose of raising finance;

(g) any derivative transaction entered into in connection with protection against or benefit from

fluctuation in any rate or price (and, when calculating the value of any derivative transaction,

only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or

documentary letter of credit or any other instrument issued by a bank or financial institution;

and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items

referred to in paragraphs (a) to (h) above.

Fintech Group Member has, subject to Clause 21.5(b) (Change of business), the meaning given to

that term in the definition of Consumer Finance Financing.

Fourth Amendment and Restatement Agreement means the amendment and restatement

agreement in relation to this Agreement dated 19 December 2019 between the Company and the

Agent.

Fourth Effective Date has the meaning given to the term “Effective Date” in the Fourth

Amendment and Restatement Agreement.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph

(a)(ii) of Clause 11.3 (Cost of Funds).

GAAP means generally accepted accounting principles in the Netherlands or IFRS.

Gross Assets has the meaning given to that term in 8.3(a) (Prepayment – disposals).

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

High Court means the Companies Court in the Chancery Division of the High Court of Justice of

England and Wales.

0130215-0000001 BK:51319315.13 10

Historic Screen Rate means, in relation to any Loan, the most recent applicable Screen Rate for the

currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is

as of a day which is no more than three days before the Quotation Day.

Holding Company of any other person, means a person in respect of which that other person is a

Subsidiary.

IBOR means, in relation to any Loan in euro, EURIBOR, and in every other case, LIBOR.

IFRS means international accounting standards within the meaning of the IAS Regulation

1606/2002 to the extent applicable to the relevant financial statements.

Impaired Agent means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be

made by it under the Finance Documents by the due date for payment;

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

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the

definition of Defaulting Lender; or

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

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

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

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

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

in question.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 10

(Increase Confirmation).

Increase Lender has the meaning given to that term in Clause 2.3 (Increase after Defaulting Lender

or illegality).

Information Memorandum means the information memorandum prepared by the Company dated

28 October 2019 and distributed by the Coordinating Bookrunner to the Mandated Lead Arrangers.

Insolvency Event in relation to a Finance Party means that the Finance Party:

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

(b) 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;

(c) makes a general assignment, arrangement or composition with or for the benefit of

its creditors;

0130215-0000001 BK:51319315.13 11

(d) 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 the commencement of business rescue

proceedings 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 or the

commencement of business rescue proceedings by it or such regulator, supervisor or similar

official, notwithstanding that this paragraph (d) will not apply in respect of any Undisclosed

Administration;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or the

commencement of business rescue proceedings 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 or the commencement of business rescue proceedings, 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:

(i) results in a judgment of insolvency or bankruptcy, the commencement of business

rescue proceedings or the entry of an order for relief or the making of an order for its

winding-up or liquidation or the commencement of business rescue proceedings; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the

institution or presentation thereof;

(f) 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 (or any similar power or action is taken in any other jurisdiction in which

it operates);

(g) has a resolution passed for its winding-up, official management or liquidation (other than

pursuant to a consolidation, amalgamation or merger) or to authorise the commencement of

business rescue proceedings;

(h) seeks or becomes subject to the appointment of an administrator, provisional liquidator,

conservator, receiver, trustee, custodian, business rescue practitioner or other similar official

for it or for all or substantially all its assets, notwithstanding that this paragraph (h) will not

apply in respect of any Undisclosed Administration;

(i) 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;

(j) 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

(k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence

in, any of the foregoing acts.

0130215-0000001 BK:51319315.13 12

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 10

(Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with

Clause 9.3 (Default interest).

Interpolated Historic Screen Rate means, in relation to any Loan, the rate (rounded to the same

number of decimal places as the two relevant Screen Rates) which results from interpolating on a

linear basis between:

(a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is

available) which is less than the Interest Period of that Loan; and

(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is

available) which exceeds the Interest Period of that Loan,

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

before the Quotation Day.

Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the same number of

decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis

between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available)

which is less than the Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available)

which exceeds the Interest Period of that Loan,

each as of the Specified Time on the Quotation Day for the currency of that Loan.

Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of the court,

the limitation on enforcement by laws relating to bankruptcy, insolvency, liquidation,

reorganisation, court schemes, moratoria, administration and other laws generally affecting

the rights of creditors and similar principles, rights, defences and limitations under the laws

of any applicable jurisdiction;

(b) the time barring of claims under any applicable limitation laws, the possibility that a court

may strike out provisions of a contract as being invalid for reasons of oppression, undue

influence or similar reasons, the possibility that an undertaking to assume liability for or to

indemnify a person against non-payment of stamp duty may be void, defences of set-off or

counterclaim and similar principles, rights, defences and limitations under the laws of any

applicable jurisdiction; and

(c) any other general principles, reservations or qualifications, in each case as to matters of law,

as set out in any legal opinion delivered to the Agent under any provision of or otherwise in

connection with any Finance Document.

Lender means:

(a) the Original Lenders; and

0130215-0000001 BK:51319315.13 13

(b) any bank, financial institution, trust, fund or other entity which has become a Party in

accordance with Clause 2.3 (Increase after Defaulting Lender or illegality) or Clause 24

(Changes to the Lenders),

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

LIBOR means, in relation to any Loan:

(a) the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a

period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

and if, in either case, any such rate is below zero, LIBOR will be deemed to be zero.

LMA means the Loan Market Association.

Loan means a loan made or to be made under the Facility or the principal amount outstanding for

the time being of that loan.

London Business Day means a day (other than a Saturday or Sunday) on which banks are open for

general business in London.

Major Default means any of the Events of Default listed below, in each case, to the extent it is

continuing (being unremedied or unwaived) in relation to the Company (and excluding, for the

avoidance of doubt, any other member of the Group or any member of the Target Group or any

obligation to procure performance by any other member of the Group or any member of the Target

Group or any other person):

(a) Clause 22.1 (Non-payment) but only insofar as it relates to failure to pay principal, or

interest under the Finance Documents or fees specified in paragraphs 1 and 2 of the Closing

Fee Letter;

(b) Clause 22.3 (Other obligations) only insofar as it relates to a breach of any undertaking set

out in Clauses 21.3 (Negative pledge), 21.4 (Merger) and 21.11 (Acquisition Undertaking)

(other than paragraphs (d) and (e));

(c) Clause 22.4 (Misrepresentation) only insofar as it relates to a breach of any Major

Representation;

(d) paragraph (a) of Clause 22.6 (Insolvency) provided that, to the extent such Event of Default

has arisen as a result of a commencement of negotiations with any class of creditors (but not

creditors generally), the circumstances giving rise to such Event of Default have a Material

Adverse Effect;

(e) paragraphs (a) and (b) of Clause 22.7 (Insolvency proceedings) provided that, for the

purposes of Clause 22.7(a)(ii) (Insolvency proceedings), to the extent that such Event of

Default has arisen as a result of a composition, compromise, assignment or arrangement with

any class of creditors (but not creditors generally), the circumstances giving rise to such

Event of Default have a Material Adverse Effect;

(f) paragraph (c) of Clause 22.7 (Insolvency proceedings) provided that, for the purposes of this

definition only, the words “and such enforcement has a Material Adverse Effect” shall be

deemed to be inserted;

0130215-0000001 BK:51319315.13 14

(g) Clause 22.9 (Unlawfulness) and Clause 22.10(a) (Repudiation) insofar as such unlawfulness

or repudiation (as applicable) is materially adverse to the interest of the Lenders as a whole;

and

(h) Clause 22.11 (Effectiveness of Finance Documents).

Major Representation means a representation or warranty with respect to the Company only (and

excluding, for the avoidance of doubt, any other member of the Group or any member of the Target

Group or any other person or any obligation to procure performance by any other member of the

Group or any member of the Target Group or any other person) under any of Clause 18.1 (Status),

Clause 18.2 (Binding obligations), paragraph (a) of Clause 18.3 (Non-conflict with other obligations)

insofar as the conflict is materially adverse to the interest of the Lenders as a whole, paragraph (b) of

Clause 18.3 (Non-conflict with other obligations), Clause 18.4 (Power and authority) or Clause 18.5

(Validity and admissibility in evidence).

Majority Lenders means:

(a) if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate

more than 66⅔% of the Total Commitments (or, if the Total Commitments have been

reduced to zero, aggregated more than 66⅔% of the Total Commitments immediately prior

to the reduction); or

(b) at any other time, a Lender or Lenders whose participations in the Loans then outstanding

aggregate more than 66⅔% of all the Loans then outstanding.

Mandate Letter means the letter dated on or about the date of this Agreement between the

Company and the Mandated Lead Arrangers relating to the appointment of the arrangers and

underwriters of the Facility.

Margin means:

(a) from the date of this Agreement until (but excluding) the date falling three Months from the

Closing Date (the First Margin Date), 0.60% per annum for EUR Loans or 0.80% per

annum for Non-EUR Loans;

(b) from (and including) the First Margin Date until (but excluding) the date falling three

Months from the First Margin Date (the Second Margin Date), 0.80% per annum for EUR

Loans or 1.00% per annum for Non-EUR Loans;

(c) from (and including) the Second Margin Date until (but excluding) the date falling three

Months from the Second Margin Date (the Third Margin Date), 1.00% per annum for EUR


(d) from (and including) the Third Margin Date until (but excluding) the date falling three

Months from the Third Margin Date (the Fourth Margin Date), 1.20% per annum for EUR


(e) from (and including) the Fourth Margin Date until (but excluding) the date falling three

Months from the Fourth Margin Date (the Fifth Margin Date), 1.40% per annum for EUR


(f) from (and including) the Fifth Margin Date until (but excluding) the date falling three

Months from the Fifth Margin Date (the Sixth Margin Date), 1.60% per annum for EUR


0130215-0000001 BK:51319315.13 15

(g) from (and including) the Sixth Margin Date until (but excluding) the date falling three

Months from the Sixth Margin Date (the Seventh Margin Date), 1.80% per annum for EUR

Loans or 2.00% per annum for Non-EUR Loans; and

(h) from (and including) the Seventh Margin Date, 2.00% per annum for EUR Loans or 2.20%

per annum for Non-EUR Loans.

Market Purchases means the purchase by Bidco (or any other member of the Group) of any Target

Shares other than pursuant to an Offer or a Scheme.

Marketable Securities has the meaning given to that term in Clause 8.3(a) (Prepayment –

disposals).

Material Adverse Effect means a material adverse effect on:

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

(b) the ability of the Company to perform its payment obligations under the Finance

Documents; or

(c) the validity or enforceability of any Finance Document.

Material Company means the Company or a Material Subsidiary.

Material Subsidiary means:

(a) as at the date of this Agreement, those subsidiaries listed in Schedule 8 (Material

Subsidiaries); or

(b) at any other time, a Subsidiary of the Company (other than any Special Purpose Vehicle or

any member of the Group to which any Equity Finance Arrangement or Consumer Finance

Financing has recourse) if the Consolidated Entity EBITDA of that Subsidiary then equals or

exceeds 5% of the Consolidated Entity EBITDA of the Company.

For this purpose:

(i) subject to paragraph (ii) below:

(A) the contribution of a Subsidiary of the Company will be determined from its

financial statements which were consolidated into the latest audited consolidated

financial statements of the Company; and

(B) the financial condition of the Group will be determined from the latest audited

consolidated financial statements of the Company;

(ii) if a Subsidiary of the Company becomes a member of the Group after the date on which the

latest audited consolidated financial statements of the Company were prepared:

(A) the contribution of a Subsidiary will be determined from its latest financial

statements; and

(B) the financial condition of the Group will be determined from the latest audited

consolidated financial statements of the Company but adjusted to take into account

any subsequent acquisition or disposal of a business or a company (including that

Subsidiary);

0130215-0000001 BK:51319315.13 16

(iii) the contribution of a Subsidiary will, if it has Subsidiaries, be determined from its

consolidated financial statements;

(iv) if a Material Subsidiary disposes of all or substantially all of its assets to another member of

the Group, it will immediately cease to be a Material Subsidiary and that other member of

the Group (if it is not already a Material Subsidiary) will immediately become a Material

Subsidiary;

(v) a Subsidiary of the Company (if it is not already a Material Subsidiary) will become a

Material Subsidiary on completion of any other intra-Group transfer or reorganisation if it

would have been a Material Subsidiary had the intra-group transfer or reorganisation

occurred on the date of the latest audited consolidated financial statements of the Company;

and

(vi) except as specifically mentioned in paragraph (iv) above, a member of the Group will

remain a Material Subsidiary until the next audited consolidated financial statements of the

Company show otherwise under paragraph (a) above.

Minimum Acceptance Condition means, in relation to an Offer, an Acceptance Condition of not

less than 50 per cent. of the ordinary shares in the capital of the Target plus one ordinary share

(taking account of all ordinary shares which are unconditionally allotted or issued by the Target

before the offer becomes or is declared unconditional as to acceptances).

Month means a period starting on one day in a calendar month and ending on the numerically

corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day,

that period shall end on the next Business Day in that calendar month in which that period is

to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to

end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period

shall end on the last Business Day in the calendar month in which that Interest Period is

to end.

The above rules will only apply to the last Month of any period.

Non-EUR Loan means a Loan denominated in a currency other than Euro.

Offer means an offer by Bidco in accordance with the City Code to acquire all of the Target Shares

not already held by it at the date of the offer (within the meaning of Section 975 of the Companies

Act 2006).

Offer Document means the offer document dispatched to shareholders of the Target setting out the

terms and conditions of an Offer.

Optional Currency means a currency (other than a Committed Currency) which complies with the

conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

Original Financial Statements means the annual combined carve-out financial statements of the

Group for the 12 month period ending on 31 March 2019, as included in the prospectus published by

the Company for its initial equity listing on Euronext Amsterdam on 11 September 2019.

0130215-0000001 BK:51319315.13 17

Panel means The Panel on Takeovers and Mergers.

Participating Member State means any member state of the European Union that has the euro as

its lawful currency in accordance with legislation of the European Union relating to Economic and

Monetary Union.

Party means a party to this Agreement.

Professional Lender means:

(a) until the interpretation of the term public (as referred to in Article 4.1(1) of the Capital

Requirements Regulation (EU/575/2013)) has been published by the competent authority, a

Lender whose initial participation in the outstanding Loans amounts to at least EUR100,000

or its equivalent in the relevant currency; and

(b) after the interpretation of the term public has been published by the competent authority,

any person who does not form part of the public within the meaning of the Capital

Requirements Regulation (EU) No. 575/2013.

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

(a) (if the currency is dollar) two London Business Days before the first day of that period;

(b) (if the currency is euro) two TARGET Days (which are also London Business Days) before

the first day of that period; or

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

unless market practice differs in the Relevant Interbank Market for a currency, in which case the

Quotation Day for that currency will be determined by the Agent in accordance with market practice

in the Relevant Interbank Market (and if quotations for that currency and period would normally be

given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day

will be the last of those days).

RCF Lender means a lender under the Existing Revolving Facility.

Refinancing Indebtedness means indebtedness that is incurred to refund, refinance, replace,

exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism)

any indebtedness existing on the date of this Agreement (other than indebtedness incurred under this

Agreement) or incurred in compliance with this Agreement including indebtedness that refinances

Refinancing Indebtedness.

Relevant Interbank Market means, in relation to euro, the European interbank market and, in

relation to any other currency, the London interbank market.

Repeating Representations means each of the representations set out in Clauses 18.1. (Status) to

18.6 (Governing law and enforcement) (inclusive), Clause 18.12 (Sanctions) and Clause 18.13 (Anti-

corruption).

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

custodian.

0130215-0000001 BK:51319315.13 18

Sale and Leaseback Transaction means a transaction pursuant to which an asset is sold, transferred

or otherwise disposed of by a member of the Group to another person on terms such that any

member of the Group will or subsequently may lease or acquire rights in or to the asset or the asset.

Sanctioned Country means a country or territory that is the target of country-wide or territory-wide

Sanctions.

Sanctioned Person means a person listed on a Sanctions List.

Sanctions means:

(a) United Nations sanctions imposed pursuant to any United Nations Security Council

Resolution;

(b) United States sanctions administered or enforced by the Office of Foreign Assets Control of

the United States Department of the Treasury or the United States Department of State;

(c) EU restrictive measures implemented pursuant to any EU Council or Commission

Regulation or Decision adopted pursuant to a Common Position in furtherance of the EU's

Common Foreign and Security Policy; and

(d) UK sanctions (i) enacted by statutory instrument pursuant to the United Nations Act 1946 or

the European Communities Act 1972; and/or (ii) administered or enforced by Her Majesty's

Treasury of the United Kingdom.

Sanctions List means any of the lists of specifically designated nationals or designated persons or

entities maintained and made public by:

(a) the United Nations Security Council;

(b) the United States government and administered by the Office of Foreign Assets Control of

the United States Department of the Treasury or the United States Department of State

including the Specially Designated National and Blocked Persons list and the list of

"Foreign Sanctions Evaders" in each case maintained by the Office of Foreign Assets

Control of the United States Department of the Treasury;

(c) the European Union; or

(d) Her Majesty's Treasury of the United Kingdom including the Consolidated List of Financial

Sanctions targets.

Scheme means a scheme of arrangement effected pursuant to Part 26 of the Companies Act 2006

under which the Target Shares will be transferred and Bidco will become the holder of such

transferred Target Shares.

Scheme Circular means a circular dispatched by the Target to holders of the Target Shares setting

out the terms and conditions of a Scheme.

Scheme Effective Date means the date on which the Court Order sanctioning the Scheme is duly

delivered on behalf of the Target to the Registrar.

Screen Rate means:

0130215-0000001 BK:51319315.13 19

(a) in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark

Administration Limited (or any other person which takes over the administration of that rate)

for the relevant currency and period displayed (before any correction, recalculation or

republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters

screen (or any replacement Thomson Reuters page which displays that rate); and

(b) in relation to EURIBOR, the euro interbank offered rate administered by the European

Money Markets Institute (or any other person which takes over the administration of that

rate) for the relevant period displayed (before any correction, recalculation or republication

by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any

replacement Thomson Reuters page which displays that rate),

or, in each case, on the appropriate page of such other information service which publishes that rate

from time to time in place of Thomson Reuters. If such page or service ceases to be available, the

Agent may specify another page or service displaying the relevant rate after consultation with the

Company.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of

any person or any other agreement or arrangement having a similar effect.

Selection Notice means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests)

given in accordance with Clause 10 (Interest Periods).

Signing Date means 22 October 2019.

Special Purpose Vehicle means any Subsidiary of the Company which is a single purpose limited

liability company (including, for the avoidance of doubt, a limited partnership) established or

existing solely to implement or participate in an Equity Finance Arrangement or Consumer Finance

Financing on behalf of a Fintech Group Member.

Specified Time means a time determined in accordance with Schedule 7 (Timetables).

Squeeze-Out means an acquisition of the shares in the Target pursuant to the procedures contained

in sections 979 to 981 of the Companies Act 2006.

Subsidiary means an entity of which a person has direct or indirect control or owns directly or

indirectly more than 50% of the voting capital or similar right of ownership and control for this

purpose means the power to direct the management and the policies of the entity whether through the

ownership of voting capital, by contract or otherwise.

Target means Just Eat plc.

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

Target Group means the Target and its Subsidiaries.

Target Shares means the ordinary shares of the Target.

TARGET2 means the Trans-European Automated Real-time Gross Settlement Express

Transfer payment system which utilises a single shared platform and which was launched on

19 November 2007.

0130215-0000001 BK:51319315.13 20

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including

any penalty or interest payable in connection with any failure to pay or any delay in paying any of

the same).

Total Commitments means the aggregate of the Commitments being £5,200,000,000 at the Fourth

Effective Date.

Trade Instruments means any performance bonds, advance payment bonds or documentary letters

of credit issued in respect of obligations of a member of the Group arising in the ordinary course

of trading.

Transaction Costs means all fees, commissions, costs and expenses, stamp, registration and other

Taxes and advisory or financing fees incurred by any member of the Group to any person in

connection with the Transaction Documents and/or the negotiation, preparation, execution,

notarisation and registration of the Transaction Documents and/or the Acquisition and/or the

financing of the Acquisition or the payment of costs, fees and other expenses incurred in connection

with the refinancing of Target indebtedness (including, without limitation, related broken funding

costs and prepayment premiums if any).

Transaction Documents means the Finance Documents and the Acquisition Documents.

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of

Transfer Certificate) or any other form agreed between the Agent and the Company.

Transfer Date means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Agent executes the Transfer Certificate.

Transferring Lender has the meaning given to that term in Clause 24 (Changes to the Lenders).

Undisclosed Administration means, in relation to a Finance Party, the appointment of an

administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official

by a supervisory authority or regulator under or based on the law in the country where such Finance

Party is subject to home jurisdiction supervision if applicable law requires that such appointment is

not to be publicly disclosed.

Unpaid Sum means any sum due and payable but unpaid by the Company under the Finance

Documents.

Utilisation means a utilisation of the Facility.

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

Utilisation Request means a notice substantially in the form set out in Part 1 of Schedule 3

(Utilisation Request).

VAT means value added tax as provided for in relevant legislation in the jurisdiction of any Lender

or Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax

or any other legislation in a member state implementing Council Directive 2006/112/EC.

1.2 Construction

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

0130215-0000001 BK:51319315.13 21

(i) the Agent, the Coordinating Bookrunner, any Finance Party, any Lender, the Company

or any Party shall be construed so as to include its successors in title, permitted assigns and

permitted transferees;

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

(iii) a Finance Document or any other agreement or instrument is a reference to that Finance

Document or other agreement or instrument as amended, novated, supplemented, extended

or restated;

(iv) 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;

(v) a person includes any individual, firm, company, corporation, government, state or agency

of a state or any association, trust, joint venture, consortium or partnership (whether or not

having separate legal personality);

(vi) a regulation includes any regulation, rule, official directive, request or guideline (whether or

not having the force of law but if not having the force of law being one with which it is the

general established practice of the person or persons to whom such regulation, rule, official

directive, request or guidance applies to comply) of any governmental, intergovernmental or

supranational body, agency, department or regulatory, self-regulatory or other authority or

organisation;

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

(viii) a time of day is a reference to London time;

(ix) US$ or dollar means the lawful currency of the United States of America for the time being;

(x) EUR or euro means the single currency of the Participating Member States;

(xi) £, GBP or sterling means the lawful currency of the United Kingdom for the time being;

and

(xii) operating lease, finance lease or capital lease shall be construed in accordance with GAAP

as in force on 31 December 2018.

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

(c) 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.

(d) A Default (including an Event of Default) is continuing if it has not been remedied or waived.

1.3 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no

right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to

enjoy the benefit of any term of this Agreement.

(b) 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.

0130215-0000001 BK:51319315.13 22

1.4 Dutch terms

In this Agreement, where it relates to a Dutch person or the context so requires, a reference to:

(a) The Netherlands means the European part of the Kingdom of the Netherlands and Dutch

means in or of the Netherlands;

(b) works council means each works council (ondernemingsraad) or central or group works

council (centrale of groeps ondernemingsraad) having jurisdiction over that person;

(c) a necessary action to authorise where applicable, includes without limitation:

(i) any action required to comply with the Works Councils Act of the Netherlands (Wet

op de ondernemingsraden); and

(ii) obtaining an unconditional positive advice (advies) from the competent works

council(s);

(d) a security interest or security includes any mortgage (hypotheek), pledge (pandrecht),

retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of

retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general,

any right in rem (beperkt recht), created for the purpose of granting security

(goederenrechtelijk zekerheidsrecht);

(e) a winding-up, administration or dissolution includes a Dutch entity being declared

bankrupt (failliet verklaard) or dissolved (ontbonden);

(f) a moratorium includes surseance van betaling and a moratorium is declared or occurs

includes surseance verleend;

(g) any step or procedure taken in connection with insolvency proceedings includes a Dutch

entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands

(Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the

Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the

Tax Collection Act of the Netherlands (Invorderingswet 1990);

(h) a liquidator includes a curator or a beoogd curator;

(i) an administrator includes a bewindvoerder;

(j) an attachment includes a beslag;

(k) gross negligence means grove schuld; and

(l) wilful misconduct means opzet.

1.5 Personal Liability

No personal liability shall attach to any director, officer, employee or other individual signing a

certificate or other document on behalf of a member of the Group which proves to be incorrect in

any way, unless that individual acted fraudulently or negligently in giving that certificate or other

document, in which case any liability will be determined in accordance with applicable law.

0130215-0000001 BK:51319315.13 23

2. THE FACILITY

2.1 The Facility

(a) Subject to the terms of this Agreement, the Lenders make available to the Company a multicurrency

term loan facility in an aggregate amount equal to the Total Commitments.

(b) The Facility is divided into the following tranches:

(i) a tranche in an amount equal to £800,000,000 (the Cash Bridge); and

(ii) a tranche in an amount equal to £4,400,000,000 (the Debt Take-Out Bridge).

2.2 Finance Parties' rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a

Finance Party to perform its obligations under the Finance Documents does not affect the obligations

of any other Party under the Finance Documents. No Finance Party is responsible for the obligations

of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate

and independent rights and any debt arising under the Finance Documents to a Finance Party from

the Company 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 the Company 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 the Company.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce

its rights under or in connection with the Finance Documents.

2.3 Increase after Defaulting Lender or illegality

(a) The Company may by giving three Business Days' prior notice to the Agent after the effective date

of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 8.8 (Right of

cancellation in relation to a Defaulting Lender): or

(ii) the Commitments of a Lender in accordance with Clause 8.1 (Illegality) or Clause 8.7 (Right

of repayment and cancellation in relation to a single Lender),

request that the Total Commitments after taking into account the aggregate reduction in Total

Commitments described in subparagraphs (i) and (ii) above, be increased (and the Total

Commitments under the Facility shall be so increased) in an aggregate amount in the Base Currency

of up to the amount of the Available Commitments or Commitments cancelled (as described in

subparagraphs (i) and (ii) above) as follows:

(iii) the increased Commitments will be assumed by one or more Lenders or other banks,

financial institutions, trusts, funds or other entities (other than a member of the Group)

(each an Increase Lender) selected by the Company and each of which confirms its

willingness to assume and does assume all the obligations of a Lender corresponding to that

0130215-0000001 BK:51319315.13 24

part of the increased Commitments which it is to assume, as if it had been an Original

Lender in respect of those Commitments;

(iv) the Company and any Increase Lender shall assume the same obligations towards one

another and/or acquire the same rights against one another as the Company 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;

(v) each Increase Lender shall become a Party as a "Lender" and any Increase Lender and each

of the other Finance Parties shall assume the same obligations towards one another and

acquire the same rights against one another as that Increase Lender and those Finance Parties

would have assumed and/or acquired had the Increase Lender been an Original Lender in

respect of that part of the increased Commitments which it is to assume;

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

(vii) any increase in the Total Commitments shall take effect on the later of (A) the date specified

by the Company in the notice referred to in this paragraph (a) or, (B) the date on which the

conditions set out in paragraph (c) below are satisfied.

(b) 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.

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

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant

increase the performance by the Agent of all necessary "know your customer" or other

similar checks under all applicable laws and regulations in relation to the assumption of the

increased Commitments by that Increase Lender, the completion of which the Agent shall

promptly notify to the Company and the Increase Lender.

(d) 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.

(e) The Increase Lender shall, on the date upon which it assumes the increased Commitment, pay to the

Agent (for its own account) a fee of £3,000.

(f) 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.

(g) Clause 24.4 (Limitation of responsibility of Transferring Lenders) shall apply mutatis mutandis in

this Clause 2.3 in relation to an Increase Lender as if references in that clause to:

(i) a Transferring Lender were references to all the Lenders immediately prior to the relevant

increase;

0130215-0000001 BK:51319315.13 25

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

(iii) a re transfer and re assignment were references to respectively a transfer and an

assignment.

3. PURPOSE

3.1 Purpose

The Company shall apply all amounts borrowed under the Facility towards:

(a) any amounts payable under or in connection with the Acquisition (including any adjustments

or interest payments, howsoever structured, in connection with the Acquisition, any payment

in relation to Squeeze-Out and any Market Purchases);

(b) making intra-group loan(s) to Bidco in connection with the Acquisition (including any

adjustments or interest payments, howsoever structured, in connection with the Acquisition,

any payment in relation to Squeeze-Out and any Market Purchases);

(c) the payment of Transaction Costs;

(d) the repayment, purchase or other discharge of indebtedness of the Target Group (together

with any broken funding costs, redemption premia and other fees, costs and/or expenses

payable in connection with that redemption or discharge) and the payment of any earn-out

liability of the Target Group which becomes due and payable as a result of the Acquisition;

and

(e) refinancing or reimbursing the Company for any amounts paid by the Company to fund all

or part of the Acquisition out of its own resources.

3.2 Monitoring

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

this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

(a) The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to

any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received (and/or

waived receipt of) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions

Precedent) in form and substance satisfactory to the Agent (acting reasonably) and has received

(and/or waived receipt of) all of the documents and other evidence listed in Part 2 of Schedule 2

(Conditions Precedent). The Agent shall notify the Company and the Lenders promptly upon being

so satisfied.

(b) Other than to the extent that the Majority Lenders notify the 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.

0130215-0000001 BK:51319315.13 26

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a

Utilisation other than one to which Clause 4.5 (Utilisations during the Certain Funds Period) applies,

if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) no Default is continuing or would result from the proposed Loan; and

(b) the Repeating Representations to be made by the Company are true in all material respects.

4.3 Conditions relating to Optional Currencies

(a) A currency, other than a Committed Currency, will constitute an Optional Currency in relation to a

Loan if:

(i) it is readily available in the amount required and freely convertible into the Base Currency in

the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan;

and

(ii) it has been approved by the Agent (acting in its own right as Agent and on the instructions of

all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request or

Selection Notice for that Loan.

(b) If the Agent has received a written request from the Company for a currency to be approved under

subparagraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

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

(ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for

any Utilisation in that currency.

4.4 Maximum number of Loans

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

than ten Loans would be outstanding.

(b) The Company may not request that a Loan be divided if, as a result of the proposed division, ten or

more Loans would be outstanding.

4.5 Utilisations during the Certain Funds Period

(a) Subject to Clause 4.1 (Initial conditions precedent), during the relevant Certain Funds Period, a

Lender will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to the

relevant Certain Funds Utilisation if on the proposed Utilisation Date:

(i) no Major Default is continuing or would result from the proposed Certain Funds Utilisation;

(ii) none of the Major Representations are untrue in any material respect; and

(iii) none of the circumstances described in Clause 8.1 (Illegality) has occurred in relation to that

Lender.

(b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a

Lender is not obliged to comply with Clause 5.4 (Lenders' participation)) no Finance Party shall be

0130215-0000001 BK:51319315.13 27

entitled in respect of a Certain Funds Utilisation (and the corresponding Commitments to which it

relates) to:

(i) cancel any Commitment;

(ii) exercise any right of set-off or counterclaim, rescission, termination or cancellation in

respect of the Finance Documents or the Facility or exercise any similar right or remedy or

take any action or make or enforce any claim under or in respect of any Finance Document;

(iii) refuse to participate in the making of any Certain Funds Utilisation;

(iv) cancel, accelerate or cause repayment or prepayment of any amounts owing under the

Finance Documents; or

(v) take any other action or make or enforce any claim to the extent that such action, claim or

enforcement would directly or indirectly prevent or limit the making of any Certain Funds

Utilisation or which would restrict any Certain Funds Utilisation being made which is or

would otherwise be permitted during the Certain Funds Period,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and

entitlements shall be available to the Finance Parties, notwithstanding that they may not have been

used or available for use during the Certain Fund Period.

(c) For the avoidance of doubt, during the Certain Funds Period, except if a Major Default is continuing,

if a Default, Event of Default or other breach of this Agreement occurs (including a breach of any

financial covenant set out in Clause 20 (Financial Covenants) has occurred, unless such Default,

Event of Default or breach of this Agreement is or results in a Major Default continuing (or a Major

Default would result from the proposed Certain Funds Utilisation), each Lender must make available

its portion of any Certain Funds Utilisation requested if the other conditions set out in this

Agreement have been met.

5. UTILISATION

5.1 Delivery of a Utilisation Request

The Company may utilise the Facility by delivery to the Agent of a duly completed Utilisation

Request not later than the Specified Time, provided that a Utilisation Request for the Facility may be

delivered one Business Day prior to the proposed Utilisation Date during the Certain Funds Period.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed

unless:

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

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

and

(iii) the proposed Interest Period complies with Clause 10 (Interest Periods).

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

0130215-0000001 BK:51319315.13 28

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be a Committed Currency or an Optional

Currency. The currency of the Loan for any Utilisation made or to be made during the Certain Funds

Period must be in sterling unless the Financial Adviser otherwise agrees.

(b) The amount of the proposed Loan must be:

(i) if the currency selected is the Base Currency, a minimum of £10,000,000 or, if less, the

Available Facility; or

(ii) if the currency selected is dollars, a minimum of US$10,000,000 or, if less, the Available

Facility; or

(iii) if the currency selected is euro, a minimum of EUR15,000,000 or, if less, the Available

Facility; or

(iv) if the currency selected is an Optional Currency, the minimum amount (and, if required,

integral multiple) specified by the Agent pursuant to subparagraph (b)(ii) of Clause 4.3

(Conditions relating to Optional Currencies) or, if less, the Available Facility,

and in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4 Lenders' participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in

each Loan available by the Utilisation Date through its Facility Office.

(b) 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.

(c) The Agent shall notify each Lender of the amount, the currency and the Base Currency Amount of

each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

5.5 Cancellation of Commitment

The Commitment of each Lender which, at that time, is unutilised, shall be immediately cancelled at

the end of its Availability Period.

5.6 Allocation between the Cash Bridge and the Debt Take-Out Bridge

(a) If any Utilisation is made at a time when any undrawn Commitments for the Cash Bridge and the

Debt Take-Out Bridge are available where the Company certifies that the sole purpose of such

Utilisation is to fund Market Purchases, such Utilisation shall be deemed to be a utilisation of the

Debt Take-Out Bridge only.

(b) If any other Utilisation is made at a time when any undrawn Commitments for the Cash Bridge and

the Debt Take-Out Bridge are available, such Utilisation shall be made between the Cash Bridge and

the Debt Take-Out Bridge pro rata to the available undrawn Commitments under each tranche.

6. ALTERNATIVE CURRENCIES

6.1 Selection of currency

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

0130215-0000001 BK:51319315.13 29

6.2 Unavailability of an Optional Currency

If before the Specified Time:

(a) a Lender notifies the Agent that the Optional Currency requested is not readily available to it

in the amount required; or

(b) a Lender notifies the Agent that participating in a Loan in the proposed Optional Currency

would contravene a law or regulation applicable to it,

the Agent will give notice to the Company to that effect by the Specified Time. In this event, any

Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the

Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount) and its

participation will be treated as a separate Loan denominated in the Base Currency during that

Interest Period.

6.3 Participations in a Loan

Each Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause

5.4 (Lenders' participation).

7. REPAYMENT AND EXTENSION OPTION

7.1 Repayment of Loans

(a) Subject to Clause 7.2 (Extension Option), the Company must repay each Loan on the applicable

Final Maturity Date.

(b) The Company may not reborrow any part of the Facility which is repaid.

7.2 Extension Option

(a) Initial Extension Option

(i) The Company may, by notice to the Agent (the Initial Extension Request) not more than

60 days and not less than 30 days before the original Final Maturity Date of the Debt Take-

Out Bridge (the First Anniversary), request that the Final Maturity Date of the Debt Take-

Out Bridge be extended for a further period of six Months.

(ii) The Agent must forward a copy of the Initial Extension Request to each of the Lenders as

soon as practicable after receipt thereof.

(iii) Following delivery of the Initial Extension Request to the Agent, provided that, on the date

of the Initial Extension Request and the First Anniversary, no Event of Default is continuing

or would result from the requested extension, the Final Maturity Date will be automatically

extended to the date falling six months after the original Final Maturity Date of the Debt

Take-Out Bridge (the First Extended Termination Date).

(iv) The Company shall, within five Business Days after the First Anniversary, pay to the Agent

(for the account of each Lender whose Loans remain outstanding) a fee in an amount equal

to:

(A) (if the aggregate amount of the Commitments being extended is 50 per cent. or less

of the Total Commitments as at the date of this Agreement) 0.15 per cent. of the

0130215-0000001 BK:51319315.13 30

aggregate amount of Loans outstanding as at close of business on the First

Anniversary; or

(B) (if the aggregate amount of the Commitments being extended is more than 50 per

cent. of the Total Commitments as at the date of this Agreement) 0.175 per cent. of

the aggregate amount of Loans outstanding as at close of business on the First

Anniversary.

(b) Second Extension Option

(i) The Company may, by notice to the Agent (the Second Extension Request) no more than

60 days and not less than 30 days before the First Extended Termination Date, request that

the Final Maturity Date of the Debt Take-Out Bridge be extended for a further period of six

Months.

(ii) The Agent must forward a copy of the Second Extension Request to each of the Lenders as

soon as practicable after receipt thereof.

(iii) Following delivery of the Second Extension Request to the Agent, provided that, on the date

of the Second Extension Request and the First Extended Termination Date, no Event of

Default is continuing or would result from the requested extension, the Final Maturity Date

of the Debt Take-Out Bridge will be automatically extended to the date falling six months

after the First Extended Termination Date.

(iv) The Company shall, within five Business Days after the First Extended Termination Date,

pay to the Agent (for the account of each Lender whose Loans remain outstanding) a fee in

an amount equal to:

(A) (if the aggregate amount of the Commitments being extended is 50 per cent. or less

of the Total Commitments as at the date of this Agreement) 0.15 per cent. of the

aggregate amount of such Loans outstanding as at close of business on the First

Extended Termination Date; or

(B) (if the aggregate amount of the Commitments being extended is more than 50 per

cent. of the Total Commitments as at the date of this Agreement) 0.20 per cent. of

the aggregate amount of Loans outstanding as at close of business on the First

Extended Termination Date.

8. PREPAYMENT AND CANCELLATION

8.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as

contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes

unlawful for any Affiliate of a Lender for that Lender to do so:

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

(b) upon the Agent notifying the Company, the Commitment of that Lender will be immediately

cancelled;

(c) the Company shall either:

0130215-0000001 BK:51319315.13 31

(i) if the Lender so requires, repay that Lender's participation in the Loans made to it 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); or

(ii) replace that Lender in accordance with paragraph (b) of Clause 8.7 (Right of

repayment and cancellation in relation to a single Lender) on or before the date

applicable under subparagraph (i) in relation to each Loan.

8.2 Change of control

(a) If any person or group of persons acting in concert gains control of the Company (other than Naspers

Beleggings (RF) Limited and Keeromstraat 30 Beleggings (RF) Limited):

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

(ii) a Lender shall not be obliged to fund a Utilisation; and

(iii) if a Lender so requires and notifies the Agent within 30 days of the date on which the Agent

notifies the Lenders of the event (for the purposes of this 30 days, excluding the date on

which the Agent notifies the Lenders), the Agent shall, by not less than 15 days' notice to the

Company, cancel the Commitment of that Lender and declare the participation of that

Lender in all outstanding Loans, together with accrued interest, and all other amounts

accrued under the Finance Documents immediately due and payable, whereupon the

Commitment of that Lender will be cancelled and all such outstanding amounts will become

immediately due and payable.

(b) For the purpose of paragraph (a) above control means the power to direct the management and

policies of an entity, whether through the ownership of voting capital, by contract or otherwise.

(c) For the purpose of paragraph (a) above acting in concert means acting together pursuant to an

agreement or understanding (whether formal or informal).

8.3 Prepayment – disposals

(a) In this subclause:

Acquisition Related Marketable Securities Transaction means any of the following:

(i) any disposal of any Marketable Securities whether pursuant to an Equity Finance

Arrangement or otherwise; or

(ii) the granting of Security or Quasi-Security in relation to any Marketable Securities and/or

contractually committing to provide Security or Quasi-Security in relation to any Marketable

Securities pursuant to an Equity Finance Arrangement,

in each case, for the purposes of funding any acquisition of, or merger with, any entity, business or

assets by any member of the Group and related costs and expenses and Taxes but will not include

any of the same which the Majority Lenders agree should not be treated as an Acquisition Related

Marketable Securities Transaction.

Available Marketable Securities Basket means, at any time that the same falls to be determined, a

number of shares equal to:

0130215-0000001 BK:51319315.13 32

(i) 755,382,270 Tencent Shares (being 25.5 per cent. of the Tencent Shares beneficially owned

by the Group as at the date of this Agreement) as the same may be sub-divided, split, re-

denominated or consolidated (the "Relevant Tencent Marketable Securities").

less

(ii) the Relevant Tencent Marketable Securities and any equivalent number thereof calculated in

accordance with paragraphs (A) to (C) below and which have been disposed of or subject to

any Security or Quasi-Security pursuant to Acquisition Related Marketable Securities

Transactions or a Non-Acquisition Related Marketable Securities Transactions since the date

of this Agreement,

provided that:

(A) where the Marketable Securities which are subject to an Acquisition Related Marketable

Securities Transaction or a Non-Acquisition Related Marketable Securities Transaction are

not Tencent Shares, then the equivalent number of Tencent Shares will be calculated for the

purposes of paragraph (ii) above as follows:

A ________

B

where:

A = the higher of (1) the Market Value at the time the relevant transaction occurs and

(2) the proceeds received by the Group in respect of, in each case the Marketable

Securities the subject of the Acquisition Related Marketable Securities Transaction

or Non-Acquisition Related Marketable Securities Transaction; and

B = the closing price of Tencent Shares at the date such Acquisition Related Marketable

Securities Transaction or Non-Acquisition Related Marketable Securities

Transaction occurs,

rounded downwards to the nearest whole number;

(B) there will be no double counting for the purposes of calculating the Available Marketable

Securities Basket; this will mean, amongst other things, that:

(1) where Security or Quasi-Security is granted over any Marketable Securities and/or

contractually committed to be provided, in each case as part of any Equity Finance

Arrangement, and those or other Marketable Securities are subsequently disposed of

to prepay or repay that Equity Finance Arrangement in whole or in part, only the

Marketable Securities over which Security or Quasi-Security is granted or

contractually committed to be provided as part of that Equity Finance Arrangement

will reduce the Available Marketable Securities Basket and the subsequent disposal

will be ignored;

(2) where Security is granted over Marketable Securities into which mandatorily

convertible or exchangeable bonds or notes may be converted, only the Marketable

Securities over which such Security is granted will reduce the Available Marketable

Securities Basket and not any subsequent exchange or conversion of the mandatory

convertible or exchangeable bonds or notes which will be ignored; and

0130215-0000001 BK:51319315.13 33

(3) in respect of any Equity Finance Arrangement, the Marketable Securities subject to

the same shall no longer be deducted for the purposes of calculating the Available

Marketable Securities Basket to the extent the Marketable Securities are

unconditionally redelivered to the relevant member of the Group pursuant to that

Equity Finance Arrangement;

(C) to the extent that any Security, Quasi-Security or contractual commitment to grant Security

or Quasi-Security over any Marketable Securities as part of an Acquisition Related

Marketable Securities Transaction or a Non-Acquisition Related Marketable Securities

Transaction is released, discharged or terminated, and such Marketable Securities have not

been disposed of or made subject to any other Acquisition Related Marketable Securities

Transaction or Non-Acquisition Related Marketable Securities Transaction, the relevant

Marketable Securities (or their equivalent in Tencent Shares, as the case may be) shall no

longer be deducted from the Relevant Tencent Marketable Securities for the purposes of

calculating the Available Marketable Securities Basket under paragraph (ii) of that

definition.

Gross Assets means, at any time, the sum value of the total non-current assets and the total current

assets of the Group, in each case, as shown in the then most recent audited consolidated financial

statements of the Company for a financial year (including Marketable Securities calculated at

book value);

Market Value means, at any time, (i) in respect of Marketable Securities that at such time are

owned by a member of the Group, the average of the closing prices of the Marketable Securities on

the primary stock exchange on which the Marketable Securities are listed on the previous thirty

trading days; or (ii) in respect of Marketable Securities that by such time have been disposed of by a

member of the Group, the proceeds of the disposal;

Marketable Securities means investments by the Group in publicly listed associates, members of

the Group or any other entities;

net proceeds means any amount received by a member of the Group as consideration for a relevant

disposal to a person which is not a member of the Group, including the amount of any intercompany

loan repaid or prepaid to continuing members of the Group less all Taxes and reasonable costs and

expenses incurred by any member of the Group in connection with the relevant disposal; and

relevant disposal means a disposal of any asset or business (whether by way of a share or asset sale

or any merger or demerger) other than a disposal:

(i) made in the ordinary course of trading;

(ii) to another member of the Group;

(iii) of assets in exchange for other assets comparable or superior;

(iv) of obsolete, surplus or redundant vehicles, plant and equipment for cash;

(v) made pursuant to a Sale and Leaseback Transaction or other similar transaction provided

that the ratio of pro forma Consolidated Total Net Borrowing as at the date of the relevant

transaction (after taking into account the Financial Indebtedness incurred pursuant to such

Sale and Leaseback Transaction or other similar transaction) to Adjusted Consolidated

EBITDA for the Measurement Period ending immediately before such Sale and Leaseback

Transaction or other similar transaction would not have exceeded 2.75 to 1.00 for that

calculation;

0130215-0000001 BK:51319315.13 34

(vi) which is the expenditure of cash not otherwise restricted by this Agreement;

(vii) which is a disposal of any Consolidated Eligible Cash and Cash Equivalents made in the

ordinary course of the Group's treasury or cash management arrangements;

(viii) which is the payment of any lawful dividend or distribution by any member of the Group;

(ix) of assets where the proceeds (combined with any related disposal) are less than

US$5,000,000 (or its equivalent in any currency);

(x) made as part of any Consumer Finance Financing;

(xi) of Marketable Securities by any member of the Group as part of any Acquisition Related

Marketable Securities Transaction to the extent that the number of Marketable Securities

subject to the same does not exceed the then applicable Available Marketable

Securities Basket;

(xii) of Marketable Securities by any member of the Group that is not an Acquisition Related

Marketable Securities Transaction and does not fall within any of the other paragraphs of

this definition (a Non-Acquisition Related Marketable Securities Transaction) to the

extent that the Marketable Securities subject to the same neither exceed:

(A) (when aggregated with any other Marketable Securities subject to a Non-Acquisition

Related Marketable Securities Transaction which has been undertaken in the same

financial year) Marketable Securities representing 5% of the aggregate Market

Value at the time of such disposal of the Marketable Securities beneficially owned

by members of the Group at the end of the Company’s previous financial year; nor

(B) the Available Marketable Securities Basket at that time,

and for these purposes in order to determine whether there is any excess to count towards the

threshold in Clause 8.3(f) below, the Market Value of the Available Marketable Securities

Basket at that time will be used and only the amount by which the Market Value of the

Marketable Securities subject to the Non-Acquisition Related Marketable Securities

Transaction at that time exceeds the lower of (x) the Market Value of the Available

Marketable Securities Basket at that time and (y) the amount referred to in paragraph (A)

above will represent the excess; or

(xiii) which involves the grant of Security or Quasi-Security by any member of the Group in

respect of assets (other than Marketable Securities) to the extent permitted under Clause

21.3(d)(i) to Clause 21.3(d)(xvi); or

(xiv) which the Majority Lenders otherwise agree need not give rise to a prepayment.

Tencent Shares means shares in the capital of Tencent Holdings Ltd.

(b) Nothing in this Clause 8.3 will restrict the Group's ability to exceed the limits contained in this

Clause, provided that, to the extent any such limits are exceeded and the threshold contemplated in

paragraph (f) is met, the Facility will be prepaid to the extent required by this Clause 8.3 when the

transaction which has had this result is completed.

(c) The net cash proceeds of any Acquisition Related Marketable Securities Transaction falling within

paragraph (i) of the definition of Acquisition Related Marketable Securities Transaction shall be

deposited in a separate account held by a member of the Group for application only in or towards

0130215-0000001 BK:51319315.13 35

funding any acquisitions or mergers or repaying or unwinding the Equity Finance Arrangement to

which they relate. If the funds are to be used for any other purpose, the funds may only be

withdrawn from the separate account with the consent of the Majority Lenders.

(d) Any disposals of Marketable Securities pursuant to an Acquisition Related Marketable Securities

Transaction or a Non Acquisition Related Marketable Securities Transaction in excess of the

Available Marketable Securities Basket must be for cash and will contribute towards the threshold

contemplated in paragraph (f), unless the Majority Lenders otherwise agree.

(e) An Acquisition Related Marketable Securities Transaction and any Non-Acquisition Related

Marketable Securities Transaction which involves the grant of Security or Quasi-Security or

contractual commitment to grant Security or Quasi-Security, in each case by any member of the

Group, will be a relevant disposal of Marketable Securities and will be taken into account to

determine the Available Marketable Securities Basket for the purposes of paragraph (xi) or (xii) of

the definition of relevant disposal in this Clause 8.3, as applicable, with the Marketable Securities

subject to the same being deemed for the purposes of this Clause 8.3 to be equal to the Marketable

Securities the subject of that Security, Quasi-Security or contractual commitment to grant Security or

Quasi-Security.

(f) If at any time during each financial year of the Company the aggregate amount of the net proceeds of

relevant disposals by members of the Group during that financial year is more than an amount equal

to 8% of Gross Assets, the Company must procure that an amount at least equal to the excess be

applied towards prepayment of the Loans and, where paragraph (h) applies, cancellation of

the Facility.

(g) Any prepayment under this sub-clause must be made on or before (i) the last day of the Interest

Period of the Loan or (ii) if Clause 8.9(f) (Restrictions) applies, the last day of the first Interest

Period for any Loan ending after the end of the Certain Funds Period (in each case) to be prepaid in

which the relevant disposal (a Relevant Disposal) triggering a prepayment requirement under

paragraph (f) above occurred but if the Relevant Disposal occurs within three Business Days of the

last day of that Interest Period (the Relevant Interest Period), any prepayment under this sub-clause

shall be made (A) on the earlier of (I) on or before the last day of the immediately following Interest

Period of that Loan or (II) the last day of the Interest Period of any other Loan which falls after the

Relevant Interest Period or (B) if Clause 8.9(f) (Restrictions) applies, the last day of the first Interest

Period for any Loan ending after the end of the Certain Funds Period.

(h) If the amount to be applied in prepaying the Loans is more than the amount of Loans (if any) then

outstanding, the Total Commitments will be automatically cancelled in an amount equal to the

excess in accordance with Clause 8.11 (Application of prepayments and cancellations).

(i) If there is more than one Loan outstanding, any prepayment under paragraph (f) must be applied to

the Loans in chronological order according to the maturity date of the Loans.

(j) The Company must give the Agent three Business Days' notice of any prepayment under paragraph

(f) and/or any cancellation under paragraph (h) and include in that notice a calculation of the amount

prepaid or cancelled, as the case may be.

(k) Notwithstanding the other provisions of this Clause 8.3, no prepayment shall be required pursuant to

this Clause 8.3 (Prepayment – disposals) to the extent that the Company is required by any

contractual provision binding on the Group on the Signing Date to prepay or cancel any other

indebtedness or commitments of any member of the Group that is outstanding on the Signing Date

with or by reference to the proceeds from the Relevant Disposal.

0130215-0000001 BK:51319315.13 36

8.4 Prepayment – debt proceeds

(a) In this Clause 8.4:

Debt Issue means:

(i) the issue by the Company or by any Subsidiary of the Company (to the extent guaranteed by

the Company) of any bond or other debt securities (including any convertible or

exchangeable debt securities) with a maturity of more than one year to any person that is not

a member of the Group; or

(ii) the borrowing by the Company or by any Subsidiary of the Company (to the extent

guaranteed by the Company) of any loan with a maturity of more than one year from any

person that is not a member of the Group under any syndicated term loan facility entered

into after the date of this Agreement,

but excludes:

(i) any Consumer Finance Financing;

(ii) any Refinancing Indebtedness provided that the aggregate principal amount of all

such Refinancing Indebtedness does not exceed US$1,000,000,000;

(iii) any such indebtedness raised for the purposes of the Group’s day to day operations

provided that the aggregate principal amount does not exceed US$250,000,000; and

(iv) any other financing approved by the Majority Lenders.

Net Debt Proceeds means the cash or cash equivalent proceeds of any Debt Issue received by the

Company or any Subsidiary of the Company, after deducting:

(i) all fees and transaction costs and expenses incurred by the Group in connection with the

raising of that Debt Issue; and

(ii) any Taxes paid or reasonably estimated by the Company to be payable by the Group as a

result of that raising of the Debt Issue.

(b) The Company shall notify the Agent promptly on receipt of any Net Debt Proceeds by any member

of the Group and, on the last day of the then current Interest Period for any Loan (or, if Clause 8.9(f)

(Restrictions) applies, the last day of the first Interest Period for any Loan ending after the end of the

Certain Funds Period), shall apply an amount equal to those Net Debt Proceeds in prepayment of the

outstanding Loans and, where paragraph (c) applies, cancellation of the Facility.

(c) If the amount to be applied in prepaying the Loans is more than the amount of Loans (if any) then

outstanding, the Total Commitments will be automatically cancelled in an amount equal to the

excess in accordance with Clause 8.11 (Application of prepayments and cancellations).

8.5 Voluntary cancellation

The Company may, if it gives the Agent not less than ten days (or such shorter period as the

Majority Lenders may agree) prior written notice, cancel the whole or any part of the Available

Facility (being a minimum amount of £40,000,000 or the balance of the Available Facility).

0130215-0000001 BK:51319315.13 37

8.6 Voluntary prepayment of Loans

The Company may, if it gives the Agent not less than ten days (or such shorter period as the

Majority Lenders may agree) prior written notice, prepay the whole or any part of any Loan (but, if

in part, being an amount that reduces the amount of the Loan by a minimum amount of £40,000,000

or if less the balance of outstanding Loans).

8.7 Right of repayment and cancellation in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by the Company is required to be increased under paragraph

(c) of Clause 13.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or

Clause 14.1 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or

indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender

and its intention to procure the repayment of that Lender's participation in the Loans or replace that

Lender in accordance with paragraph (b) below.

(b) The Company may (in consultation with the Agent), in the circumstances set out in paragraph (a)

above or pursuant to Clause 8.1(c)(ii) (Illegality), replace the Transferring Lender (as defined in

Clause 24 (Changes to the Lenders)) with one or more other persons (which need not be a Lender)

which have agreed to purchase all or part of the Commitment and Loans of that Transferring Lender

pursuant to an assignment or transfer in accordance with the provisions of Clause 24 (Changes to the

Lenders), on condition that:

(i) each assignment or transfer under this paragraph (b) shall be arranged by the Company (with

such reasonable assistance from the relevant Lender exiting the Facility as the Company

may reasonably request);

(ii) where undrawn amounts are still available under the Facility, the New Lender (as defined in

Clause 24 (Changes to the Lenders)) has a credit rating of either A-1 or higher by S&P or

Fitch or P-1 by Moodys or is otherwise acceptable to the Majority Lenders (acting

reasonably); and

(iii) no Transferring Lender shall be obliged to make any assignment or transfer pursuant to this

paragraph (b) unless and until it has received payment from the New Lender (as defined in

Clause 24 (Changes to the Lenders)) or New Lenders in an aggregate amount equal to the

outstanding principal amount of the Loans owing to the Transferring Lender, together with

accrued and unpaid interest and fees (including, without limitation, any Break Costs to the

date of payment) and all other amounts payable to the Transferring Lender under this

Agreement.

(c) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that

Lender shall immediately be reduced to zero.

(d) On the last day of each Interest Period which ends after the Company has given notice under

paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company

shall repay that Lender's participation in that Loan together with all interest and other amounts

accrued under the Finance Documents to that Lender.

0130215-0000001 BK:51319315.13 38

(e) Paragraphs (a) and (b) above do not in any way limit the obligations of any Finance Party under

Clause 16 (Mitigation by the Lenders).

8.8 Right of cancellation in relation to a Defaulting Lender

(a) 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 15 Business Days' notice of cancellation of the

Available Commitment of that Lender and, if it so wishes, of its intention to repay that Lender's

participation in the Loans.

(b) On the notice referred to in paragraph (a) above becoming effective, the Available Commitment of

the Defaulting Lender shall immediately be reduced to zero.

(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above,

notify all the Lenders.

(d) On the last day of each Interest Period which ends after the Company has given notice of

cancellation and repayment under paragraph (a) above, the Company shall repay the Defaulting

Lender's participation in any outstanding Loan, together with interest accrued up to the date of

repayment. The Company may only repay an amount of a Defaulting Lender's participation in any

outstanding Loan on the last day of an Interest Period.

8.9 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable

and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon

which the relevant cancellation or prepayment is to be made and the amount of that cancellation or

prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount

prepaid and, subject to any Break Costs, without premium or penalty. The Company must pay any

such Break Costs to the Agent for the account of the Lenders.

(c) Without prejudice to Clause 2.3 (Increase after Defaulting Lender or illegality), the Company may

not re-borrow any part of the Facility which is prepaid pursuant to this Clause 8.

(d) Subject to Clause 2.3 (Increase after Defaulting Lender or illegality), no amount of the Total

Commitments cancelled under this Agreement may be subsequently reinstated.

(e) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to

either the Company or the affected Lender, as appropriate.

(f) Notwithstanding any other term of any Finance Document, the Company shall not be required to

cancel any undrawn Commitments in accordance with Clause 8.3 (Prepayment – disposals) or 8.4

(Prepayment – debt proceeds) until after the end of the Certain Funds Period unless otherwise agreed

by the Financial Adviser. Upon receipt of any amount which would otherwise be required to be

applied in cancellation of any undrawn Commitment, the Company shall approach the Financial

Adviser to make such a determination.

8.10 Effect of repayment and prepayment on Commitments

If all or part of any Lender's participation in a Utilisation under the Facility is repaid or prepaid, an

amount of that Lender's Commitment (equal to the Base Currency Amount of the amount of the

0130215-0000001 BK:51319315.13 39

participation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on

the date of repayment or prepayment.

8.11 Application of prepayments and cancellations

Any prepayment of a Loan pursuant to Clause 8.3 (Prepayment – disposals), Clause 8.4 (Prepayment

– debt proceeds) or Clause 0 (

(a) Voluntary prepayment of Loans) shall be applied pro rata to each Lender's participation in that Loan.

(b) Any cancellation of Commitments pursuant to Clause 8.3 (Prepayment – disposals) or 8.5

(Voluntary cancellation) shall:

(i) be applied (i) firstly, towards cancellation of the Cash Bridge and (ii) secondly, towards

cancellation of the Debt Take-Out Bridge; and

(ii) reduce the Commitments of the Lenders under the Cash Bridge or the Debt Take-Out Bridge

(as the case may be) rateably.

(c) Any cancellation of Commitments pursuant to Clause 8.4 (Prepayment – debt proceeds) shall:

(i) be applied (A) firstly, towards cancellation of the Debt Take-Out Bridge and (B) secondly,

towards cancellation of the Cash Bridge; and

(ii) reduce the Commitments of the Lenders under the Cash Bridge or the Debt Take-Out Bridge

(as the case may be) rateably.

9. INTEREST

9.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is

the aggregate of the applicable:

(a) Margin; and

(b) IBOR.

9.2 Payment of interest

The Company shall pay accrued interest on the last day of each Interest Period (and, if any Interest

Period is longer than six Months, then the interest will be paid on the dates falling at six-Monthly

intervals after the first day of the Interest Period).

9.3 Default interest

(a) If the Company 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 1% 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 9.3 shall

be immediately payable by the Company on demand by the Agent.

0130215-0000001 BK:51319315.13 40

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not

the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired

portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be

1% higher than the rate which would have applied if the overdue amount had not

become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue

amount at the end of each Interest Period applicable to that overdue amount but will remain

immediately due and payable.

9.4 Notification of rates of interest

The Agent shall promptly notify the Lenders and the Company of the determination of a rate of

interest under this Agreement.

10. INTEREST PERIODS

10.1 Selection of Interest Periods

(a) The Company may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if

the Loan has already been borrowed) in a Selection Notice.

(b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Company

to which that Loan was made not later than the Specified Time.

(c) If the Company fails to deliver a Selection Notice to the Agent in accordance with paragraph (b)

above, the relevant Interest Period will be three Months.

(d) Subject to this Clause 10, the Company may select an Interest Period of one, two, three or six

Months or any other period agreed between the Company and the Agent (acting on the instructions

of all the Lenders).

(e) Any Interest Period for a Loan which extends beyond the applicable Final Maturity Date shall be

shortened so that it ends on the applicable Final Maturity Date.

(f) Each Interest Period for a Loan shall start on the Utilisation Date or (for a Loan already made) on the

last day of its preceding Interest Period.

10.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period

will instead end on the next Business Day in that calendar Month (if there is one) or the preceding

Business Day (if there is not).

11. CHANGES TO THE CALCULATION OF INTEREST

11.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate

0130215-0000001 BK:51319315.13 41

If no Screen Rate is available for IBOR for the Interest Period of a Loan, the applicable IBOR shall

be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Shortened Interest Period

If no Screen Rate is available for IBOR for:

(i) the currency of a Loan; or

(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be

shortened to the applicable Fallback Interest Period and the applicable IBOR for that shortened

Interest Period shall be determined pursuant to the relevant definition.

(c) Shortened Interest Period and Historic Screen Rate

If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable

Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no

Screen Rate is available for IBOR for:

(i) the currency of that Loan; or

(ii) the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen

Rate,

the applicable IBOR shall be the Historic Screen Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Screen Rate

If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the

Loan, the applicable IBOR shall be the Interpolated Historic Screen Rate for a period equal in length

to the Interest Period of that Loan.

(e) Cost of Funds

If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate,

there shall be no IBOR for that Loan and Clause 11.3 (Cost of Funds) shall apply to that Loan for

that Interest Period.

11.2 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent

receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35% of that

Loan) that the cost to it of funding its participation in that Loan from whatever source it may

reasonably select would be in excess of IBOR then Clause 11.3 (Cost of Funds) shall apply to that

Loan for the relevant Interest Period.

11.3 Cost of Funds

(a) If this Clause 11.3 applies, the rate of interest on each Lender's participation in the relevant Loan for

the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

0130215-0000001 BK:51319315.13 42

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by close

of business on the date falling two Business Days after the Quotation Day (or, if earlier, on

the date falling three Business Days before the date on which interest is due to be paid in

respect of that Interest Period), to be that which expresses as a percentage rate per annum the

cost to the relevant Lender of funding its participation in that Loan from whatever source it

may reasonably select.

(b) If this Clause 11.3 applies and the Agent or the Company so requires, the Agent and the Company

shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing an

alternative basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the

Lenders and the Company, be binding on all Parties.

(d) If this Clause 11.3 applies by reason of Clause 11.2 (Market disruption) and:

(i) a Lender's Funding Rate is less than IBOR; or

(ii) a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

the cost to that Lender of funding its participation in that Loan for that Interest Period shall be

deemed, for the purposes of paragraph (a) above, to be IBOR.

11.4 Notification to Company

If Clause 11.3 (Cost of Funds) applies, the Agent shall, as soon as practicable, notify the Company.

11.5 Break Costs

(a) The Company shall, within three Business Days of demand by a Finance Party, pay to that Finance

Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the

Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a

certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

12. FEES

12.1 Transaction fees

The Company shall pay to the Finance Parties fees in the amounts and at the times agreed in the

Fee Letters.

12.2 Deduction from Utilisations

The Company hereby authorises the Agent to deduct from any Utilisation the amount of any fees

that, on the Utilisation Date, are outstanding and owed by the Company to the Finance Parties under

paragraphs 1 and 2 of the Closing Fee Letter.

13. TAX GROSS-UP AND INDEMNITIES

13.1 Definitions

(a) In this Agreement:

0130215-0000001 BK:51319315.13 43

Protected Party means a Finance Party which is or will be subject to any liability, or required to

make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum

deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a

Finance Document, other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by the Company to a Finance Party

under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 13 a reference to "determines" or "determined"

means a determination made in the absolute discretion of the person making the determination.

13.2 Tax gross-up

(a) The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax

Deduction is required by law.

(b) The Company shall promptly upon becoming aware that it must make a Tax Deduction (or that there

is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a

Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender.

If the Agent receives such notification from a Lender it shall notify the Company.

(c) If a Tax Deduction is required by law to be made by the Company, the amount of the payment due

from the Company shall be increased to an amount which (after making any Tax Deduction) leaves

an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction

and any payment required in connection with that Tax Deduction within the time allowed and in the

minimum amount required by law.

(e) Within 30 days of making either a Tax Deduction or any payment required in connection with that

Tax Deduction, the Company shall deliver to the Agent for the Finance Party entitled to the payment

an original receipt (or certified copy thereof), or if unavailable evidence reasonably satisfactory to

that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment

paid to the relevant taxing authority.

13.3 Tax indemnity

(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party

an amount equal to the loss, liability or cost which that Protected Party determines will be or has

been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a

Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if

different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as

resident for tax purposes;

0130215-0000001 BK:51319315.13 44

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is

located in respect of amounts received or receivable in that jurisdiction; or

(C) under the laws of the Netherlands to the extent such Tax becomes payable by reason

of a Finance Party having a substantial interest (aanmerkelijk belang) in the

Company within the meaning of the Netherlands income tax act 2001 (Wet

inkomstenbelasting 2001),

if that Tax is imposed on or calculated by reference to the net income received or receivable

(but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(B) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly

notify the Agent of the event which will give, or has given, rise to the claim, following which the

Agent shall notify the Company.

(d) A Protected Party shall, on receiving a payment from the Company under this Clause 13.3, notify

the Agent.

13.4 Tax Credit

If the Company makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms

part, or to that Tax Payment; and

(b) that Finance Party has obtained, utilised and fully retained that Tax Credit on an affiliated

group basis,

the Finance Party shall pay an amount to the Company which that Finance Party determines will

leave it (after that payment) in the same after-Tax position as it would have been in had the Tax

Payment not been required to be made by the Company.

13.5 Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party

against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration

and other similar Taxes payable in respect of any Finance Document.

13.6 Value added tax

(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance

Party which (in whole or in part) constitute the consideration for any supply for VAT purposes shall

be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject

to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party

under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same

time as paying the consideration) an amount equal to the amount of the VAT (and such Finance

Party shall promptly provide an appropriate VAT invoice to such Party).

0130215-0000001 BK:51319315.13 45

(b) If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other Finance

Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the

Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the

consideration for such supply to the Supplier (rather than being required to reimburse the Recipient

in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the

VAT) the Relevant Party shall also pay to the Supplier (in addition to and at the same time

as paying such amount) an amount equal to the amount of such VAT. The Recipient must

(where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any

credit or repayment the Recipient receives from the relevant tax authority which the

Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the

VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the

Recipient an amount equal to the VAT chargeable on that supply but only to the extent that

the Recipient reasonably determines that it is not entitled to credit or repayment from the

relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or

expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT

incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party

reasonably determines that neither it nor any other member of the group of which it is a member for

VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the

VAT.

(d) Any reference in this Clause 13.6 to any Party shall, at any time when such Party is treated as a

member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and

unless the context otherwise requires) a reference to the person who is treated at that time as making

the supply or, where appropriate, as receiving the supply, under VAT grouping rules provided for in

Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the

European Union) or any other similar provision in any jurisdiction which is not a member state of

the European Union, so that a reference to a Party shall be construed as a reference to that Party or

the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the

relevant time or the relevant representative member (or head) of such group or unity (or fiscal unity)

at the relevant time (as the case may be).

13.7 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment

required in connection with that FATCA Deduction, and no Party shall be required to increase any

payment in respect of which it makes such a FATCA Deduction or otherwise compensate the

recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that

there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is

making the payment and, in addition, shall notify the Company, the Agent and the other

Finance Parties.

0130215-0000001 BK:51319315.13 46

13.8 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by

another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its

status under FATCA (including its applicable "passthru payment percentage" or other

information required under the US Treasury Regulations or other official guidance including

intergovernmental agreements) as that other Party reasonably requests for the purposes of

that other Party's compliance with FATCA.

(b) If a Party confirms to another Party pursuant to Clause 13.8(a)(i) above that it is a FATCA Exempt

Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party,

that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its

reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested

in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c)

above applies), then:

(i) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then

such Party shall be treated for the purposes of the Finance Documents as if it is not a

FATCA Exempt Party; and

(ii) if that Party failed to confirm its applicable "passthru payment percentage" then such Party

shall be treated for the purposes of the Finance Documents (and payments made thereunder)

as if its applicable "passthru payment percentage" is 100%,

until (in each case) such time as the Party in question provides the requested confirmation, forms,

documentation or other information.

14. INCREASED COSTS

14.1 Increased costs

(a) Subject to Clause 14.3 (Exceptions), the Company shall, within three Business Days of a demand by

the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that

Finance Party or any of its Affiliates:

(i) as a result of the introduction of or any change in (or in the interpretation, administration or

application of) any law or regulation;

0130215-0000001 BK:51319315.13 47

(ii) as a result of compliance with any law or regulation made after the date of this Agreement;

or

(iii) attributable to the implementation or application of, or compliance with, Basel III or

CRD IV or any other law or regulation which implements Basel III or CRD IV (whether

such implementation, application or compliance is by a government, regulator, Finance Party

or any of such Finance Party's Affiliates).

(b) In this Agreement:

Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's)

overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is

attributable to that Finance Party having entered into its Commitment or funding or performing its

obligations under any Finance Document;

Basel III means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in

"Basel III: A global regulatory framework for more resilient banks and banking systems",

"Basel III: International framework for liquidity risk measurement, standards and

monitoring" and "Guidance for national authorities operating the countercyclical capital

buffer" published by the Basel Committee on Banking Supervision in December 2010, each

as amended, supplemented or restated;

(ii) the rules for global systemically important banks contained in "Global systemically

important banks: assessment methodology and the additional loss absorbency requirement –

Rules text" published by the Basel Committee on Banking Supervision in November 2011,

as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking

Supervision relating to "Basel III"; and

CRD IV means:

(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June

2013 on prudential requirements for credit institutions and investment firms and amending

Regulation (EU) No 648/2012; and

(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on

access to the activity of credit institutions and the prudential supervision of credit institutions

and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC

and 2006/49/EC.

0130215-0000001 BK:51319315.13 48

14.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the

Agent of the event giving rise to the claim, following which the Agent shall promptly notify the

Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate

confirming the amount of its Increased Costs.

14.3 Exceptions

(a) Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by the Company;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for

under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the

exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or

regulation; or

(v) attributable to the implementation or application of, or compliance with, Basel III or CRD

IV or any other law or regulation which implements Basel III or CRD IV (whether such

implementation, application or compliance is by a government, regulator, Finance Party or

any of such Finance Party's Affiliates) unless the relevant Finance Party confirms to the

Agent and the Company that it or its Affiliates are seeking to recover such Increased Costs

to a similar extent from its or its Affiliates' similar borrowers generally (where the facilities

extended to such borrowers include a right for the Finance Party or its Affiliates to recover

such costs).

(b) In this Clause 14.3, a reference to a Tax Deduction has the same meaning given to the term in

Clause 13.1 (Definitions).

15. OTHER INDEMNITIES

15.1 Currency indemnity

(a) If any sum due from the Company under the Finance Documents (a Sum), or any order, judgment or

award given or made in relation to a Sum, has to be converted from the currency (the First

Currency) in which that Sum is payable into another currency (the Second Currency) for the

purpose of:

(i) making or filing a claim or proof against the Company;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration

proceedings,

the Company shall as an independent obligation, within three Business Days of demand, indemnify

each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a

result of the conversion including any discrepancy between (A) the rate of exchange used to convert

0130215-0000001 BK:51319315.13 49

that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange

available to that person at the time of its receipt of that Sum.

(b) The Company waives any right it may have in any jurisdiction to pay any amount under the Finance

Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2 Other indemnities

(a) The Company shall, within three Business Days of demand, indemnify each Finance Party against

any cost, loss or liability incurred by that Finance Party as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by the Company to pay any amount due under a Finance Document on its due date,

including without limitation, any cost, loss or liability arising as a result of Clause 28

(Sharing among the Finance Parties);

(iii) funding, or making arrangements to fund, its participation in a Loan requested by the

Company in a Utilisation Request but not made by reason of the operation of any one or

more of the provisions of this Agreement (other than by reason of default or negligence by

that Lender alone); or

(iv) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment

given by the Company.

(b) The Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and

each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred

by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in

connection with or arising out of the Acquisition or the funding of the Acquisition (including but not

limited to those incurred in connection with any litigation, arbitration or administrative proceedings

or regulatory enquiry concerning the Acquisition). The Company shall not be responsible for or have

any liability to anyone under this paragraph (b) for any loss or liability that is caused by the gross

negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that

Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its

Affiliate may rely on this paragraph (b) subject to Clause 1.3 (Third party rights) and the provisions

of the Third Parties Act.

15.3 Indemnity to the Agent

The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the

Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be

genuine, correct and appropriately authorised; or

(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or

experts as permitted under this Agreement.

0130215-0000001 BK:51319315.13 50

16. MITIGATION BY THE LENDERS

16.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any

circumstances which arise and which would result in any amount becoming payable under or

pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax Gross-up and

Indemnities) or Clause 14 (Increased Costs) including (but not limited to) transferring its rights and

obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of the Company under the Finance

Documents.

16.2 Limitation of liability

(a) The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by

that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of

that Finance Party (acting reasonably), to do so might be prejudicial to it.

17. COSTS AND EXPENSES

17.1 Transaction expenses

The Company shall promptly following demand pay the Agent and the Coordinating Bookrunner the

amount of all costs and expenses (including legal fees) reasonably incurred by any of them in

connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement,

in each case, subject to any cap on legal fees agreed from time to time between the Company and the

Agent. Any demand for reimbursement of costs and expenses by the Agent must be accompanied by

reasonably supporting evidence thereof.

17.2 Amendment costs

If (a) the Company requests an amendment, waiver or consent or (b) an amendment is required

pursuant to Clause 29.10 (Change of currency), the Company shall, within ten Business Days of

demand, reimburse (or procure the reimbursement of) the Agent for the amount of all costs and

expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating,

negotiating or complying with that request or requirement.

17.3 Enforcement costs

The Company shall, within three Business Days of demand, pay to each Finance Party the amount of

all costs and expenses (including legal fees) incurred by that Finance Party in connection with the

enforcement of, or the preservation of any rights under, any Finance Document.

18. REPRESENTATIONS

The Company makes the representations and warranties set out in this Clause 18 to each Finance

Party on the date of this Agreement (other than the representations and warranties set out in Clause

0130215-0000001 BK:51319315.13 51

18.14 (No misleading information), which shall be made only on the date of approval by the

Company of the final form of the Information Memorandum in connection with general syndication

of the Facility).

18.1 Status

(a) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of

incorporation.

(b) It and each of its Subsidiaries (to the extent such Subsidiary is a Material Subsidiary) has the power

to own its assets and carry on its business in all material respects as it is being conducted.

18.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document are, subject to the Legal

Reservations, legal, valid, binding and enforceable obligations.

18.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance

Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its or any of its Subsidiaries' (to the extent such Subsidiary is a Material Subsidiary)

constitutional documents; or

(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of

its Subsidiaries' assets in a manner or to an extent which has a Material Adverse Effect.

18.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its

entry into, performance and delivery of, the Finance Documents to which it is a party and the

transactions contemplated by those Finance Documents.

18.5 Validity and admissibility in evidence

Subject to the Legal Reservations, all Authorisations required:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the

Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its

jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

18.6 Governing law and enforcement

Subject to the Legal Reservations:

(a) the choice of English law as the governing law of the Finance Documents will be recognised

and enforced in its jurisdiction of incorporation; and

0130215-0000001 BK:51319315.13 52

(b) any judgment obtained in England in relation to a Finance Document will be recognised and

enforced in its jurisdiction of incorporation.

18.7 Deduction of Tax

It is not required to make any deduction for or on account of Tax from any payment it may make

under any Finance Document.

18.8 No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be

filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp,

registration or similar tax be paid on or in relation to the Finance Documents or the transactions

contemplated by the Finance Documents.

18.9 No default

(a) No Event of Default is continuing or will result from the making of any Utilisation.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement

or instrument, other than a default under any Equity Finance Arrangement or Consumer Finance

Financing, which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries')

assets are subject which would reasonably be expected to have a Material Adverse Effect.

18.10 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all

its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by

law applying to companies generally.

18.11 No proceedings

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or

agency (including, but not limited to, investigative proceedings) which are reasonably likely to be

adversely determined and which, if adversely determined, would reasonably be expected to have a

Material Adverse Effect have (to the best of its knowledge and belief) been started against it or any

of its Subsidiaries.

18.12 Sanctions

(a) No member of the Group is, and, as far as the Company is aware, no director or officer of any

member of the Group is, a Sanctioned Person.

(b) The Company is not incorporated nor has its principal place of business, in a Sanctioned Country.

(c) No member of the Group is owned or controlled by any person that is a Sanctioned Person.

(d) The Company has instituted and maintains policies and procedures designed to promote and achieve

compliance by each member of the Group with applicable Sanctions.

(e) In relation to each Lender that notifies the Agent to this effect (each a Restricted Bank), the

representations made in this Clause 18.12 shall only apply for the benefit of that Restricted Bank to

the extent that this Clause 18.12 would not result in any violation of or liability under EU Regulation

(EC) 2271/96 or Section 7 German Foreign Trade Regulation (AWV) (Außenwirtschaftsverordnung)

or any similar applicable anti-boycott law or regulation. In connection with any amendment, waiver,

0130215-0000001 BK:51319315.13 53

determination or direction relating to any part of this Clause 18.12 of which a Restricted Bank does

not have the benefit, the participation in any Loan or Commitment of that Restricted Bank will be

excluded for the purpose of determining whether the consent of the Majority Lenders has been

obtained or whether the determination or direction by the Majority Lenders has been made.

18.13 Anti-corruption

(a) The Company has instituted and maintains policies and procedures designed to promote and achieve

compliance by each member of the Group with applicable Anti-Corruption Laws.

(b) Each member of the Group has conducted its business in compliance with applicable

Anti-Corruption Laws where failure to do so has or would be reasonably likely to have a Material

Adverse Effect.

18.14 No misleading information

Except as disclosed to the Agent or the Coordinating Bookrunner in writing prior to the date of the

Information Memorandum, to the knowledge of the Company (in respect of information on the

Target Group on the basis of the information provided to it by the Target Group and its and the

Target Group’s advisors, which has not been independently verified by the Company):

(a) as at the date of the Information Memorandum, all factual information (taken as a whole)

contained in the Information Memorandum was correct in all material respects as at the date

of the Information Memorandum or (as the case may be) as at the date the information was

expressed to be given; and

(b) as at the date of the Information Memorandum, no material event or circumstance had

occurred prior to the date of the Information Memorandum and the Information

Memorandum did not omit to disclose any matter where failure to disclose or take into

account such event or circumstance would have resulted in the material factual information

contained in the Information Memorandum (taken as a whole) being untrue or misleading in

any material respect as at the date of the Information Memorandum.

18.15 Repetition

The Repeating Representations are deemed to be made by the Company by reference to the facts and

circumstances then existing on the date of each Utilisation Request and the first day of each Interest

Period.

19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as

any amount is outstanding under the Finance Documents or any Commitment is in force.

19.1 Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within 150 days after the end of each

of its financial years, its audited consolidated financial statements for that financial year; and

(b) as soon as the same become available, but in any event within 90 days after the end of each

first half of each of its financial years, its unaudited consolidated financial statements for

that financial half year.

0130215-0000001 BK:51319315.13 54

19.2 Compliance Certificate

(a) The Company shall supply to the Agent, with each set of financial statements delivered pursuant to

paragraph (a) or (b) of Clause 19.1 (Financial statements), a Compliance Certificate setting out:

(i) in reasonable detail, computations as to compliance with Clause 20 (Financial Covenants);

and

(ii) an update on any Consumer Finance Financings and Equity Finance Arrangements and

outstanding amounts thereunder,

in each case, as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors of the Company of which one must be

the Chief Financial Officer of the Group.

19.3 Requirements as to financial statements

(a) Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial

statements) shall be certified by a director of the relevant company as fairly representing its financial

condition as at the date as at which those financial statements were drawn up.

(b) The Company shall procure that each set of financial statements delivered pursuant to Clause 19.1

(Financial statements) is prepared using GAAP.

(c) The Company shall procure that each set of its financial statements delivered pursuant to Clause 19.1

(Financial statements) is prepared using GAAP, accounting practices and financial reference periods

consistent with those applied in the preparation of the Original Financial Statements unless, in

relation to any set of financial statements, it notifies the Agent that there has been a change in

GAAP, the accounting practices or reference periods and delivers to the Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP,

accounting practices and reference periods upon which the Original Financial Statements

were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to

enable the Lenders to determine whether Clause 20 (Financial Covenants) has been

complied with and make an accurate comparison between the financial position indicated in

those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to

those financial statements as adjusted to reflect the basis upon which the Original Financial

Statements were prepared.

19.4 Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so

requests):

(a) all documents dispatched by the Company to its creditors generally at the same time as they

are dispatched;

0130215-0000001 BK:51319315.13 55

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or

administrative proceedings which are current, threatened or pending against any member of

the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c) promptly upon request by the Agent, such further information as the Agent is required to

request (and which is not otherwise publicly available) as result of any banking supervisory

laws and regulations applicable to the Agent; and

(d) subject to any confidentiality obligations owed to a person other than a member of the

Group, promptly, such further information regarding the financial condition, business and

operations of any member of the Group as any Finance Party (through the Agent) may

reasonably request.

19.5 Notification of default

(a) The Company shall notify the Agent of any Default (and the steps, if any, being taken to remedy it)

promptly upon becoming aware of its occurrence.

(b) Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by

two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a

Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.6 Use of websites

(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation

to those Lenders (the Website Lenders) who accept this method of communication by posting this

information onto an electronic website designated by the Company and the Agent (the Designated

Website) if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept

communication of the information by this method;

(ii) both the Company and the Agent are aware of the address of and any relevant password

specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Company and the Agent.

If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically

then the Agent shall notify the Company accordingly and the Company shall supply the information

to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the

Company shall supply the Agent with at least one copy in paper form of any information required to

be provided by it.

(b) The Agent shall supply each Website Lender with the address of and any relevant password

specifications for the Designated Website following designation of that website by the Company and

the Agent.

(c) The Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

0130215-0000001 BK:51319315.13 56

(iii) any new information which is required to be provided under this Agreement is posted onto

the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the

Designated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto

the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Agent under subparagraph (c)(i) or subparagraph (c)(v) above, all

information to be provided by the Company under this Agreement after the date of that notice shall

be supplied in paper form.

(d) Any Website Lender may request, through the Agent, one paper copy of any information required to

be provided under this Agreement which is posted onto the Designated Website by the Company.

The Company shall comply with any such request within ten Business Days.

19.7 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application

of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of the Company after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this

Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of subparagraph (iii) above, any prospective new

Lender) to comply with "know your customer" or similar identification procedures in circumstances

where the necessary information is not already available to it, the Company shall promptly upon the

request of the Agent or any Lender supply, or procure the supply of, such documentation and other

evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any

Lender (for itself or, in the case of the event described in subparagraph (iii) above, on behalf of any

prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in

subparagraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied

with all necessary "know your customer" or other similar checks under all applicable laws and

regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such

documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the

Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other

similar checks under all applicable laws and regulations pursuant to the transactions contemplated in

the Finance Documents.

20. FINANCIAL COVENANTS

20.1 Definitions

In this Clause:

Adjusted Consolidated EBITDA means, in relation to a person and a Measurement Period,

Consolidated EBITDA of that person for the period adjusted by:

0130215-0000001 BK:51319315.13 57

(a) including the operating profit before interest, tax, depreciation, amortisation and impairment

charges (EBITDA) of a member of the Group or attributable to a business or assets acquired

during the Measurement Period for that part of the Measurement Period when it was not a

member of the Group and/or the business or assets were not owned by a member of the

Group; and

(b) excluding the EBITDA attributable to any member of the Group or to any business or assets

sold during that Measurement Period; and

(c) taking account of any charge attributable to satellite leases, transponder leases and operating

leases to which members of the Group are a party.

Consolidated EBIT means, in relation to a person and a Measurement Period, the aggregate of:

(a) the consolidated operating profits of the Group (including the results from discontinued

operations) before finance costs and tax for that Measurement Period;

(b) plus or minus the Group's share of the profits or losses of associates for that period (after

finance costs and tax) and the Group's share of the profits or losses of any joint ventures;

adjusted by:

(i) taking no account of any material items which represent gains or losses arising on:

(A) restructurings of the activities of a person and reversals of any provisions for the

costs of restructuring;

(B) disposals of non-current assets;

(C) the disposal of assets associated with discontinued operations;

(D) any other agreed items.

(ii) taking no account of any unrealised gains or losses on any derivative instrument which is

reported through the income statement;

(iii) taking no account of any income or charge attributable to a post-employment benefit scheme

other than the current service costs and any past service costs and curtailments and

settlements attributable to the scheme; and

(iv) taking no account of any expense referable to equity-settled share-based compensation of

employees or to any retention share option scheme.

Consolidated EBITDA means, in relation to a person and a Measurement Period, Consolidated

EBIT for that Measurement Period after adding back any depreciation and amortisation and taking

no account of any charge for impairment or any reversal of any previous impairment charge made in

the period.

Consolidated Eligible Cash and Cash Equivalents means, in relation to a person at any time:

(a) cash in hand or on deposit;

(b) certificates of deposit, maturing within one year after the relevant date of calculation, issued

by an Acceptable Bank;

0130215-0000001 BK:51319315.13 58

(c) any investment in marketable obligations issued or guaranteed by the government of the

United States of America, the UK or any member state of the European Economic Area or

by an instrumentality or agency of any of them having an equivalent credit rating which:

(i) matures within one year after the date of the relevant calculation; and

(ii) is not convertible to any other security;

(d) open market commercial paper not convertible to any other security:

(i) for which a recognised trading market exists;

(ii) issued in the United States of America, the UK or any member of the European

Economic Area;

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

(iv) which has a credit rating of either A-1 by S&P or Fitch or P-1 by Moody's, or, if no

rating is available in respect of the commercial paper, the issuer of which has, in

respect of its long-term unsecured and non-credit enhanced debt obligations, an

equivalent rating;

(e) sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an

Acceptable Bank (or any dematerialised equivalent);

(f) investments accessible within 30 days in money market funds which:

(i) have a credit rating of either A-1 or higher by S&P or Fitch or P-1 or higher by

Moody's; and

(ii) invest substantially all their assets in securities of the types described in paragraphs

(b) to (e) above; or

(g) any other debt, security or investment approved by the Majority Lenders,

in each case, to which any member of the Group is beneficially entitled at that time .

Consolidated Finance Costs means, in relation to a person and a Measurement Period, all finance

costs (whether paid, payable or added to principal and including any amount payable by a member of

the Group under any hedging agreement entered into to hedge interest payable by any member of the

Group) incurred by the Group during that period calculated on a consolidated basis but:

(a) taking no account of dividends on preference shares;

(b) excluding any amortisation of fees, costs and expenses incurred in connection with the

raising of Financial Indebtedness;

(c) excluding any capitalised finance costs and other non-cash finance costs during the relevant

Measurement Period; and

(d) excluding any finance costs incurred by the Group in respect of any operating leases.

Consolidated Interest Receivable means in relation to a person, all interest and other financing

charges (including any amount payable to any member of the Group under any hedging agreement

0130215-0000001 BK:51319315.13 59

entered into to hedge interest payable by any member of the Group) received or receivable by the

Group during a Measurement Period calculated on a consolidated basis.

Consolidated Net Finance Costs means, in relation to a person and a Measurement Period,

Consolidated Finance Costs for that Measurement Period less Consolidated Interest Receivable for

that Measurement Period calculated on a consolidated basis, but adjusted as follows:

(a) taking no account of any unrealised gains or losses on any derivative instrument (other than

any derivative instrument which is accounted for on a hedge accounting basis) which is

reported through the income statement; and

(b) taking no account of any interest cost or expected return on scheme assets in relation to any

post-employment benefit scheme.

Consolidated Total Borrowings means, in relation to a person, in respect of the Group, at any time,

the aggregate of the following liabilities calculated at the nominal, principal or other amount at

which the liabilities would be carried in a consolidated balance sheet of that person drawn up at that

time (or in the case of any guarantee, indemnity or similar assurance referred to in paragraph (i)

below, the maximum liability under the relevant instrument):

(a) any moneys borrowed;

(b) any redeemable preference shares;

(c) any acceptance under any acceptance credit (including any dematerialised equivalent);

(d) any bond, note, debenture, loan stock or other similar instrument;

(e) any indebtedness under a finance or capital lease;

(f) any moneys owing in connection with the sale or discounting of receivables (except to the

extent that there is no recourse);

(g) any indebtedness arising from any deferred payment agreements arranged primarily as a

method of raising finance or financing the acquisition of an asset;

(h) any indebtedness arising in connection with any other transaction (including any forward

sale or purchase agreement) which has the commercial effect of a borrowing; and

(i) any indebtedness of any person of a type referred to in the above paragraphs which is the

subject of a guarantee, indemnity or similar assurance against financial loss given by a

member of the Group,

in each case excluding:

(i) any indebtedness owed to other members of the Group; and

(ii) any indebtedness relating to satellite leases, transponder leases and operating leases of any

members of the Group.

Consolidated Total Net Borrowings means at any time Consolidated Total Borrowings less

Consolidated Eligible Cash and Cash Equivalents.

Measurement Period means a period of 12 Months ending on the last day of a financial year or

financial half-year of the Company.

0130215-0000001 BK:51319315.13 60

20.2 Interpretation

(a) Except as provided to the contrary in this Agreement, an accounting term used in this Clause is to be

construed in accordance with the principles applied in connection with the Original Financial

Statements.

(b) Any amount in a currency other than dollar is to be taken into account at its dollar equivalent

calculated on the basis of:

(i) the Agent's Spot Rate of Exchange for the purchase of the relevant currency in the London

foreign exchange market with dollar at or about 11am on the day the relevant amount falls to

be calculated; or

(ii) if the amount is to be calculated on the last day of a financial period of the Company, the

relevant rates of exchange used by the Company in, or in connection with, its financial

statements for that period.

(c) No item must be credited or deducted more than once in any calculation under this Clause.

20.3 Leverage

(a) The Company must ensure that Consolidated Total Net Borrowings do not, at the end of each

Measurement Period, exceed 2.75 times Adjusted Consolidated EBITDA for that Measurement

Period.

(b) For the purpose of the financial covenants in paragraph (a) above, any contribution of any Equity

Finance Arrangement or Consumer Finance Financing and any member of the Group to which the

same has recourse (including any Marketable Securities then subject to Security or Quasi-Security or

contractually committed to be provided as Security, in each case as part of such Equity Finance

Arrangement) shall not be taken into account when determining Adjusted Consolidated EBITDA or

Consolidated Total Net Borrowings.

20.4 Interest cover

(a) Subject to paragraph (b) below, the Company must ensure that the ratio of its Adjusted Consolidated

EBITDA to its Consolidated Net Finance Costs is not, at the end of each Measurement Period, less

than 4.5:1.

(b) For the purpose of the financial covenant in paragraph (a) above:

(i) any contribution of any Equity Finance Arrangement and any member of the Group to

which the same has recourse (including any Marketable Securities then subject to Security or

Quasi-Security or contractually committed to be provided as Security, in each case as part of

such Equity Finance Arrangement) shall be taken into account when determining Adjusted

Consolidated EBITDA and Consolidated Net Finance Costs; and

(ii) any contribution of any Consumer Finance Financing and any member of the Group to

which the same has recourse shall not be taken into account when determining Adjusted

Consolidated EBITDA and Consolidated Net Finance Costs.

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as

any amount is outstanding under the Finance Documents or any Commitment is in force.

0130215-0000001 BK:51319315.13 61

21.1 Authorisations

The Company shall promptly obtain, comply with and do all that is necessary to maintain in full

force and effect any Authorisation required under any law or regulation of its jurisdiction of

incorporation to enable it to perform its obligations under the Finance Documents.

21.2 Compliance with laws

The Company shall comply in all respects with all laws to which it may be subject, if failure so to

comply would materially impair its ability to perform its obligations under the Finance Documents.

21.3 Negative pledge

(a) Subject to paragraph (d) below, the Company shall not (and shall ensure that no other member of the

Group will) create or permit to subsist any Security over any of its assets.

(b) Subject to paragraph (d) below, the Company shall not (and shall ensure that no other member of the

Group will):

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be

leased to or re-acquired by the Company or any other member of the Group;

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

(iii) enter into any arrangement under which money or the benefit of a bank or other account may

be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of

raising Financial Indebtedness or of financing the acquisition of an asset.

(c) In this Clause Quasi-Security means a transaction described in paragraph (b) above.

(d) Paragraphs (a) and (b) above do not apply to:

(i) any Security listed in Schedule 6 (Existing Security) except to the extent the principal

amount secured by that Security exceeds the amount stated in that Schedule;

(ii) any netting or set-off arrangement or Security entered into by any member of the Group in

the ordinary course of its banking arrangements for the purpose of netting debit and credit

balances or any netting or set-off arrangements under any derivative transaction;

(iii) any lien arising by operation of law and in the ordinary course of trading;

(iv) any Security or Quasi-Security over or affecting any asset acquired by a member of the

Group after the date of this Agreement if:

(A) the Security or Quasi-Security was not created in contemplation of the acquisition of

that asset by a member of the Group; and

(B) the principal amount secured has not been increased in contemplation of, or since

the acquisition of that asset by a member of the Group;

0130215-0000001 BK:51319315.13 62

(v) any 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:

(A) the Security or Quasi-Security was not created in contemplation of the acquisition of

that company; and

(B) the principal amount secured has not increased in contemplation of or since the

acquisition of that company;

(vi) any Security entered into pursuant to any Finance Document;

(vii) any security interest arising under clause 24 of the general terms and conditions (algemene

bankvoorwaarden) of any member of the Dutch Bankers' Association (Nederlandse

Vereniging van Banken) or any similar term applied by a financial institution in any

jurisdiction pursuant to its general terms and conditions;

(viii) any Security or Quasi-Security arising under any retention of title, hire purchase or

conditional sale arrangement, hiring arrangements or arrangements having a similar effect in

respect of goods supplied to a member of the Group in the ordinary course of business;

(ix) any Security or Quasi-Security arising as a consequence of any finance or capital lease;

(x) any Security in substitution for any Security permitted under subparagraphs (iv), (v), (vi), or

(viii) where the Financial Indebtedness secured is refinancing the Financial Indebtedness

secured by the Security being substituted;

(xi) any Security over or affecting any goods or documents of title to goods arising in the

ordinary course of trade finance incurred in the ordinary course of business;

(xii) any Security or Quasi-Security approved by the Majority Lenders;

(xiii) any Security or Quasi-Security arising from a Sale and Leaseback Transaction or similar

transaction entered into after the date of this Agreement where:

(A) the ratio of pro forma Consolidated Total Net Borrowings as at the date of the

relevant transaction (after taking into account the Financial Indebtedness incurred

pursuant to such Sale and Leaseback Transaction or other similar transaction) to

Adjusted Consolidated EBITDA for the Measurement Period ending immediately

before such Sale and Leaseback Transaction or other similar transaction would not

have exceeded 2.75 to 1.00 for that calculation; and

(B) the value of the assets secured (calculated at the date that Sale and Leaseback

Transaction is entered into) does not exceed in aggregate US$300,000,000 (or its

equivalent in any other currency or currencies) during the term of the Facility;

(xiv) any Security or Quasi-Security granted as part of any Consumer Finance Financing;

(xv) any Security or Quasi-Security granted or contractually committed to be provided in each

case in connection with any Acquisition Related Marketable Securities Transaction or Non-

Acquisition Related Marketable Securities Transaction, in each case to the extent the same

has been or is being treated as a disposal of the Marketable Securities that are the subject of

the same for the purposes of sub-paragraphs (xi) or (xii) of the definition of “relevant

0130215-0000001 BK:51319315.13 63

disposal” (as applicable) and if applicable paragraph (f), in each case of Clause 8.3

(Prepayment – disposals); or

(xvi) any Security or Quasi-Security securing indebtedness the principal amount of which (when

aggregated with the principal amount of any other indebtedness which has the benefit of

Security or Quasi-Security given by any member of the Group other than any permitted

under subparagraphs (i) to (xv) does not exceed US$700,000,000 (or its equivalent in any

other currency or currencies).

21.4 Merger

(a) The Company shall not enter into any amalgamation, merger or consolidation other than where such

amalgamation, merger or consolidation is with another member of the Group and the Company is the

surviving entity and the Repeating Representations in Clause 18.1 (Status) to 18.4 (Power and

authority) (inclusive) would be true if made immediately after the amalgamation, merger or

consolidation.

(b) The Company shall not enter into any demerger which would reasonably be expected to have a

material adverse effect on its ability to perform its payment obligations under the Finance

Documents, subject always to Clause 8.3 (Prepayment – disposals).

(c) The Company shall procure that no Material Company (other than the Company, to which Clause

21.4(a) applies) shall themselves enter into any amalgamation, demerger, merger or corporate

reconstruction which would reasonably be expected to have a Material Adverse Effect.

21.5 Change of business

(a) The Company shall procure that no substantial change is made to the general nature of the business

of the Group taken as a whole from that carried on at the date of this Agreement.

(b) Each Fintech Group Member will only be treated as a Fintech Group Member for so long as it

provides consumer finance using financial technology as a core part of its business and which

constitutes at least half of its business by one or more metrics.

21.6 Pari Passu ranking

The Company must ensure that its payment obligations under the Finance Documents at all times

rank at least pari passu with all its other present and future unsecured payment obligations, except

for obligations mandatorily preferred by law applying to companies generally.

21.7 Insurance

The Company shall ensure that the Group maintains insurances in relation to its business and assets

with insurance companies to such an extent and against such risks (including with regard to whether

such insurance is available on commercially reasonable terms) as companies engaged in a similar

business normally insure.

21.8 Access

While an Event of Default is continuing or (to the extent that the agent under the Existing Revolving

Facility has been granted access as a result of a “Default” (as defined in the Existing Revolving

Facility) only), a Default is continuing, the Company will procure that the Agent and any officers,

employees and agents of the Agent are given access to the books and records of any member of the

Group, during normal business hours and upon reasonable notice.

0130215-0000001 BK:51319315.13 64

21.9 Sanctions

(a) The Company shall not (and shall ensure that no member of the Group will), directly or knowingly

indirectly, (i) use any proceeds from the Facility, or (ii) lend, contribute or otherwise make available

such proceeds to any Subsidiary, joint venture partner or any other person (each a Relevant

Transaction) to fund any activities or business of or with any person where, at the time of such

funding, such Relevant Transaction would be in violation of applicable Sanctions.

(b) The Company shall not (and shall ensure that no member of the Group will), directly or knowingly

indirectly, fund all or part of any repayment or prepayment of the Facility out of proceeds derived

from any action or status which is prohibited by, or would cause any Finance Party or member of the

Group to be in breach of, applicable Sanctions.

(c) Notwithstanding the above, in relation to each Lender that notifies the Agent to this effect (each a

Restricted Bank), the undertakings made in this Clause 21.9 shall only apply for the benefit of that

Restricted Bank to the extent that this Clause 21.9 would not result in any violation of, conflict with

or liability under EU Regulation (EC) 2271/96 or section 7 of the German Foreign Trade Regulation

(Aussenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation. In

connection with any amendment, waiver, determination or direction relating to any part of this

Clause 21.9 of which a Restricted Bank does not have the benefit, the participation in any Loan or

Commitment of that Restricted Bank will be excluded for the purpose of determining whether the

consent of the Majority Lenders has been obtained or whether the determination or direction by the

Majority Lenders has been made.

21.10 Anti-Corruption Laws

The Company will not (and shall ensure that no other member of the Group will), directly or

knowingly indirectly, use the proceeds of the Facility for any purpose which, at the time of such use,

would be in breach of any applicable Anti-Corruption Laws.

21.11 Acquisition Undertaking

(a) The Company shall comply at all times in all material respects with the City Code (subject to any

waiver or dispensation granted by the Panel) and all applicable laws or regulations relating to the

Acquisition, save where non-compliance would not be materially prejudicial to the interests of the

Lenders taken as a whole under the Finance Documents.

(b) The Company shall not amend or waive any material term of the Announcement, any Scheme

Circular or, as the case may be, Offer Document, in a manner or to the extent that would be

materially prejudicial to the interests of the Lenders taken as a whole under the Finance Documents,

other than any amendment or waiver:

(i) made with the consent of the Coordinating Bookrunner (acting reasonably);

(ii) required by the Panel or the High Court or reasonably determined by the Company (acting

on the advice of its legal advisers) as being necessary or desirable to comply with the

requirements of the City Code, the Panel or the High Court or any other relevant regulatory

body or applicable law or regulation;

(iii) which does not relate to a condition to the Acquisition which the Company reasonably

considers that it would be entitled, in accordance with Rule 13.5(a) of the City Code, to

invoke so as to cause the Acquisition not to proceed, to lapse or to be withdrawn;

(iv) increasing the price to be paid for the Target Shares;

0130215-0000001 BK:51319315.13 65

(v) extending the period in which holders of Target Shares may accept the terms of the Scheme

or, as the case may be, the Offer (including by reason of the adjournment of any meeting or

court hearing); or

(vi) subject to paragraph (c) below, of a condition, or a declaration that a condition is or has been

satisfied, in each case as may be required to enable the Scheme to be approved by the High

Court or to become effective or, as the case may be, the Offer to become or be declared

wholly unconditional,

For the avoidance of doubt, in the event that:

(A) Bidco has issued a Scheme Circular or announced that it intends to implement the

Acquisition by way of a Scheme, nothing in this paragraph shall prevent Bidco from

subsequently proceeding with an Offer, provided that the terms and conditions

contained in the relevant Offer Document include an Acceptance Condition of no

lower than the Minimum Acceptance Condition; and

(B) Bidco has issued an Offer Document or announced that it intends to implement the

Acquisition by way of an Offer, nothing in this paragraph shall prevent Bidco from

subsequently proceeding with a Scheme.

(c) The Company shall not without the consent of the Lenders (acting reasonably) save as required by

the Panel, the High Court or any other applicable law, regulation or regulatory body or by any

applicable court declare, accept, treat as satisfied or waive any condition of the Scheme or the Offer

where the Company (acting on the advice of its legal advisers) considers it is not actually satisfied or

has not been complied with to the extent that doing so would be materially prejudicial to the interests

of the Lenders taken as a whole under the Finance Documents provided that the consent of the

Lenders shall not be required to waive a condition to the Acquisition where such waiver does not

relate to a condition which the Company reasonably considers that it would be entitled, in

accordance with Rule 13.5(a) of the City Code, to invoke so as to cause the Offer or Scheme not to

proceed, to lapse or to be withdrawn.

(d) The Company shall provide the Agent with such information as it may reasonably request regarding

the status and progress of the Acquisition (including, the current level of acceptances in respect of

any Offer) (in each case subject to any confidentiality, regulatory or other restrictions relating to the

supply of such information).

(e) If the Scheme or the Offer, as applicable, lapses or is withdrawn (without the Company subsequently

switching to an Offer or a Scheme, as applicable), the Company shall promptly notify the Agent.

(f) The Company shall not take any action which would require it to make a mandatory offer pursuant

to Rule 9 of the City Code without the consent of the Coordinating Bookrunner (acting reasonably).

(g) Each undertaking in this Clause 21.11 shall include an undertaking by the Company to procure that

Bidco (and each other member of the Group) complies with such undertaking.

(h) Where the consent of the Coordinating Bookrunner is required under this Clause 21.11, it shall not

be unreasonable for the Coordinating Bookrunner to withhold or condition their consent where the

Coordinating Bookrunner has consulted with the Majority Lenders in relation to the relevant matter

and the Majority Lenders (acting reasonably) have not consented to the relevant matter.

0130215-0000001 BK:51319315.13 66

22. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 22 is an Event of Default (save for Clause

22.13 (Acceleration)).

22.1 Non-payment

The Company does not pay on the due date any amount payable pursuant to a Finance Document at

the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

22.2 Financial covenants

Any requirement of Clause 20 (Financial Covenants) is not satisfied.

22.3 Other obligations

(a) The Company does not comply with any provision of the Finance Documents (other than those

referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of

remedy and is remedied within 15 Business Days of the Agent giving notice to the Company or the

Company becoming aware of the failure to comply.

22.4 Misrepresentation

Any representation or statement made or deemed to be made by the Company in the Finance

Documents or any other document delivered by or on behalf of the Company under or in connection

with any Finance Document is or proves to have been incorrect or misleading in any material respect

when made or deemed to be made unless the underlying circumstances (if capable of remedy) are

remedied within 15 Business Days of the Agent giving notice to the Company or the Company

becoming aware of the failure to comply.

22.5 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any

originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due

and payable prior to its specified maturity as a result of an event of default (however described).

(c) If any amount is outstanding under the Existing Revolving Facility and only to the extent that the

following clauses in the Existing Revolving Facility (or any equivalent clauses in any replacement or

refinancing Existing Revolving Facility) have not been amended to be consistent with the equivalent

clauses in this Agreement:

(i) clause 21.3(a)(ii) (Leverage) of the Existing Revolving Facility;

0130215-0000001 BK:51319315.13 67

(ii) clause 22.4(a)(ii)(B) and (b)(ii) (Merger) of the Existing Revolving Facility;

(iii) clause 22.6 (Acquisitions) of the Existing Revolving Facility;

(iv) clause 23.5(c) and (d) (Cross default) of the Existing Revolving Facility; and

(v) clause 22.12(a) (Material adverse change) of the Existing Revolving Facility,

any RCF Lender becomes entitled to declare any Financial Indebtedness of the Company under the

Existing Revolving Facility due and payable prior to its specified maturity as a result of an event of

default (however described).

(d) No Event of Default will occur under this Clause 22.5 if:

(i) the aggregate amount of Financial Indebtedness for Financial Indebtedness falling within

paragraphs (a) to (c) above is less than US$75,000,000 (or its equivalent in any other

currency or currencies); or

(ii) the Financial Indebtedness for Financial Indebtedness falling within paragraphs (a) to (c)

above arises under an Equity Finance Arrangement or Consumer Finance Financing.

22.6 Insolvency

(a) A Material Company is unable or admits inability to pay its debts as they fall due, suspends making

payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences

negotiations with its creditors generally (or any class of them) with a view to rescheduling any of its

indebtedness.

(b) The value of the assets of the Company is less than its liabilities (taking into account contingent and

prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any Material Company.

22.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken (other than actions which

are frivolous or vexatious and in any event is discharged or discontinued within 21 days) in relation

to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,

administration, or voluntary arrangement or scheme of arrangement of any Material

Company other than on a solvent basis;

(ii) a composition, compromise, assignment or arrangement with its creditors generally (or any

class of them); or

(iii) the appointment of a liquidator (other than in respect of a solvent liquidation of a Material

Subsidiary), receiver, administrative receiver, administrator, compulsory manager, business

rescue practitioner or other similar officer in respect of any Material Company or all or a

material part of its assets,

or any analogous procedure or step is taken in any jurisdiction and in the case of legal proceedings

brought other than by the Material Company itself or its directors, those proceedings are not stayed,

discharged or dismissed within 21 days of commencement.

0130215-0000001 BK:51319315.13 68

(b) The appointment of a liquidator (other than in respect of a solvent liquidation of a Material

Subsidiary), receiver, administrative receiver, administrator, compulsory manager, business rescue

practitioner or other similar officer in respect of any Material Company or all or a material part of

its assets.

(c) The enforcement of any Security over any assets of any member of the Group having an aggregate

value of at least US$75,000,000 (or its equivalent in any other currency or currencies).

22.8 Creditors' process

(a) Subject to paragraph (b) below, any expropriation, attachment, sequestration, distress or execution

affects any asset or assets of a member of the Group having an aggregate value of at least

US$75,000,000 (or its equivalent in any other currency or currencies) and is not discharged within

ten Business Days.

(b) A Dutch executory attachment (executorial beslag) affects any asset of a member of the Group,

having an aggregate value of at least US$75,000,000 (or its equivalent in any other currency or

currencies) and is not discharged within ten Business Days.

22.9 Unlawfulness

It is or becomes unlawful for the Company to perform any of its obligations under the Finance

Documents.

22.10 Repudiation

The Company:

(a) repudiates a Finance Document; or

(b) evidences an intention to repudiate a Finance Document.

22.11 Effectiveness of Finance Documents

Subject to the Legal Reservations, any obligations of the Company under any Finance Document are

not or cease to be legal, valid and binding and the cessation individually or cumulatively is

materially adverse to the interests of the Lenders under the Finance Documents taken as a whole.

22.12 Material adverse change

Any other event or series of events occurs which has or is reasonably likely to have a material

adverse effect on:

(a) the ability of the Company to perform its payment obligations under the Finance

Documents; or

(b) the validity or enforceability of any Finance Document.

22.13 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may,

and shall if so directed by the Majority Lenders, by notice to the Company:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

0130215-0000001 BK:51319315.13 69

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts

accrued or outstanding under the Finance Documents be immediately due and payable,

whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they

shall immediately become payable on demand by the Agent on the instructions of the

Majority Lenders.

22.14 Clean-up Period

(a) Notwithstanding any other term of this Agreement, during the period (the Clean-up Period)

commencing, in respect of the Acquisition, from the date of this Agreement and expiring 120 days

after the first Utilisation Date if any matter or circumstance that exists in respect of any member of

the Target Group which would constitute a breach of a representation, undertaking or any other term

or condition or a Default or an Event of Default (a Relevant Default) then subject to paragraph (b)

below, during the Clean-up Period that Relevant Default shall not constitute a breach of a

representation, undertaking or any other term or condition or a Default or an Event of Default and

the Agent shall not be entitled to give any notice under Clause 22.13 (Acceleration) with respect to

that Relevant Default until (if that Relevant Default is then continuing) the date immediately after

the end of the Clean-up Period.

(b) Paragraph (a) above shall not apply with respect to any Relevant Default to the extent that it:

(i) has, or is reasonably expected to have, a Material Adverse Effect;

(ii) has been procured by or approved by the Company (provided that knowledge of the

Relevant Default does not equate to procurement or approval by the Company);

(iii) is not capable of being cured or, if the Company is aware of the relevant circumstances at the

time, reasonable steps are not being used to cure the same; or

(iv) is continuing at the end of the Clean-up Period (and, for the avoidance of doubt, if the

Relevant Default is continuing at the end of the Clean-up Period, the Lenders shall then be

entitled to exercise any available rights in relation to that continuing Relevant Default).

(c) For the avoidance of doubt, paragraph (a) above shall not restrict the Agent’s right to give any notice

under Clause 22.13 (Acceleration) with respect to any Default or Event of Default which is not a

Relevant Default.

(d) Promptly upon becoming aware of its occurrence, the Company shall notify the Agent of any

Relevant Default that is continuing at the end of a Clean-up Period (together with the related event or

circumstance and the steps, if any, being taken to remedy it).

23. DISCLOSURE OF INFORMATION

23.1 Confidential Information

Each Finance Party must keep confidential any information supplied to it by or on behalf of the

Company in connection with the Finance Documents (the Information). However, a Finance Party

is entitled to disclose information:

(a) which is publicly available, other than as a result of a breach by that Finance Party of

this Clause;

0130215-0000001 BK:51319315.13 70

(b) in connection with any legal or arbitration proceedings;

(c) if required to do so under any law or regulation;

(d) to a governmental, banking, taxation or other regulatory authority;

(e) to its or its Affiliate's professional advisers;

(f) to any rating agency;

(g) to the extent allowed under Clause 23.2 (Disclosure of Confidential Information) and Clause

23.3 (Disclosure to numbering service providers); or

(h) with the agreement of the Company.

23.2 Disclosure of Confidential Information

(a) A Finance Party may disclose to an Affiliate, or any person (a third party) with (or through) whom

that Finance Party enters into (or may enter into) directly or indirectly, any kind of transfer,

participation or hedge agreement in relation to this Agreement or any other transaction under which

payments are to be made by reference to this Agreement or the Company:

(i) a copy of any Finance Document; and

(ii) any information which that Finance Party has acquired under or in connection with any

Finance Document.

(b) However, before a third party may receive any confidential information under paragraph (a), it must

enter into a Confidentiality Undertaking.

(c) A Finance Party may disclose to any person appointed by that Finance Party or by a person to whom

paragraph (a) above applies to provide administration or settlement services in respect of one or

more of the Finance Documents including without limitation, in relation to the trading of

participations in respect of the Finance Documents, such Information as may be required to be

disclosed to enable such service provider to provide any of the services referred to in this paragraph

(c) if the service provider to whom the Information is to be given has entered into a confidentiality

agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With

Administration/Settlement Service Providers or such other form of confidentiality undertaking

agreed between the Company and the relevant Finance Party.

23.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider

appointed by that Finance Party to provide identification numbering services in respect of this

Agreement, the Facility and/or the Company the following information:

(i) name of the Company;

(ii) country of domicile of the Company;

(iii) place of incorporation of the Company;

(iv) date of this Agreement;

(v) Clause 38 (Governing Law);

0130215-0000001 BK:51319315.13 71

(vi) the names of the Agent and the Mandated Lead Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Commitments;

(ix) currencies of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) Final Maturity Date for the Debt Take-Out Bridge and the Cash Bridge;

(xiii) changes to any of the Information previously supplied pursuant to subparagraphs (i) to (xii)

above; and

(xiv) such other information agreed between such Finance Party and the Company;

(xv) to enable such numbering service provider to provide its usual syndicated loan numbering

identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the

Facility and/or the Company by a numbering service provider and the Information associated with

each such number may be disclosed to users of its services in accordance with the standard terms and

conditions of that numbering service provider.

(c) The Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this

Agreement, the Facility and/or the Company; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or

the Company by such numbering service provider.

23.4 Entire agreement

This Clause supersedes any previous confidentiality undertaking given by a Finance Party in

connection with this Agreement prior to it becoming a Party.

24. CHANGES TO THE LENDERS

24.1 Assignments and transfers by the Lenders

Subject to this Clause 24, a Lender (the Transferring Lender) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity

which is regularly engaged in or established for the purpose of making, purchasing or investing in

loans, securities or other financial assets (the New Lender).

0130215-0000001 BK:51319315.13 72

24.2 Conditions of assignment or transfer

(a) A Transferring Lender must obtain the Company's consent before it may make an assignment or

transfer in accordance with Clause 24.1 (Assignments and transfers by the Lenders) unless the

assignment or transfer is:

(i) to another Lender; or

(ii) to an Affiliate of a Lender where:

(A) such Affiliate has a credit rating from an internationally recognised credit rating

agency which is comparable to or higher than the credit rating of the relevant

Transferring Lender from an internationally recognised credit rating agency; or

(B) such Affiliate has a credit rating of Baa2 or higher from Moody's or BBB or higher

by Standard & Poor's or Fitch or a comparable rating from an internationally

recognised credit rating agency; or

(iii) made at a time when an Event of Default is continuing.

(b) Notwithstanding paragraph (a) above, during the Certain Funds Period, the consent of the Company

must be obtained before a Transferring Lender may make any assignment or transfer in accordance

with Clause 24.1 (Assignments and transfers by the Lenders) unless the assignment or transfer is

made at a time when a Major Default is continuing. The Company shall not be required to give its

consent under this paragraph unless it has obtained the consent of the Financial Adviser.

(c) The consent of the Company to an assignment or transfer under paragraph (a) above must not be

unreasonably withheld or delayed. The Company will be deemed to have given its consent five

Business Days after the Transferring Lender has requested it unless consent is expressly refused by

the Company within that time.

(d) An assignment or transfer of part of a Commitment must be in a minimum amount of at least

£1,000,000.

(e) An assignment will only be effective on:

(i) receipt by the Agent of written confirmation from the New Lender (in form and substance

satisfactory to the Agent) that the New Lender will assume the same obligations to the other

Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all necessary "know your customer" or other similar checks

under all applicable laws and regulations in relation to such assignment to a New Lender, the

completion of which the Agent shall promptly notify to the Transferring Lender and the New

Lender.

(f) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is

complied with.

(g) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or

changes its Facility Office; and

0130215-0000001 BK:51319315.13 73

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs,

the Company would be obliged to make a payment to the New Lender or Lender acting

through its new Facility Office under Clause 13 (Tax Gross-up and Indemnities) or Clause

14 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive

payment under those Clauses to the same extent as the Transferring Lender or Lender acting through

its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(h) If, on the date of an assignment or transfer, it is a requirement of Dutch law that each Lender must be

a Professional Lender on the date the assignment or transfer becomes effective, the New Lender

must make the representation set out in paragraph 5 of the form of Transfer Certificate set out in

Schedule 4 (Form of Transfer Certificate).

24.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the

Agent (for its own account) a fee of £3,000.

24.4 Limitation of responsibility of Transferring Lenders

(a) Unless expressly agreed to the contrary, a Transferring Lender makes no representation or warranty

and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or

any other documents;

(ii) the financial condition of the Company;

(iii) the performance and observance by the Company of its obligations under the Finance

Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any

Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Transferring Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of

the financial condition and affairs of the Company and its related entities in connection with

its participation in this Agreement and has not relied exclusively on any information

provided to it by the Transferring Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Company

and its related entities whilst any amount is or may be outstanding under the Finance

Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges a Transferring Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or

transferred under this Clause 24; or

0130215-0000001 BK:51319315.13 74

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the

non-performance by the Company of its obligations under the Finance Documents or

otherwise.

24.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is

effected in accordance with paragraph (c) below when the Agent executes an otherwise duly

completed Transfer Certificate delivered to it by the Transferring Lender and the New Lender. The

Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a

duly completed Transfer Certificate appearing on its face to comply with the terms of this

Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer

Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferring

Lender and the New Lender once it is satisfied it has complied with all necessary "know your

customer" or other similar checks under all applicable laws and regulations in relation to the transfer

to such New Lender.

(c) Subject to Clause 24.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Transferring Lender seeks to transfer by

novation its rights and obligations under the Finance Documents each of the Company and

the Transferring Lender shall be released from further obligations towards one another under

the Finance Documents and their respective rights against one another under the Finance

Documents shall be cancelled (being the Discharged Rights and Obligations);

(ii) the Company and the New Lender shall assume obligations towards one another and/or

acquire rights against one another which differ from the Discharged Rights and Obligations

only insofar as the Company and the New Lender have assumed and/or acquired the same in

place of the Company and the Transferring Lender;

(iii) the Parties other than the Transferring Lender shall acquire the same rights and assume the

same obligations between themselves as they would have acquired and assumed had the

New Lender been an Original Lender with the rights and/or obligations acquired or assumed

by it as a result of the transfer and to that extent the Transferring Lender and the other

Parties shall each be released from further obligations to each other under the Finance

Documents; and

(iv) The New Lender shall become a Party as a Lender.

24.6 Copy of Transfer Certificate to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an

Increase Confirmation, send to the Company a copy of that Transfer Certificate or that Increase

Confirmation.

24.7 Disclosure of information

Any Lender may disclose to any of its Affiliates and any other person:

(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer)

all or any of its rights and obligations under this Agreement;

0130215-0000001 BK:51319315.13 75

(b) with (or through) whom that Lender enters into (or may potentially enter into) any

sub-participation in relation to, or any other transaction under which payments are to be

made by reference to, this Agreement or the Company and which is a Professional Lender;

or

(c) to whom, and to the extent that, information is required to be disclosed by any applicable

law or regulation,

any information about the Company, the Group and the Finance Documents as that Lender shall

consider appropriate if, in relation to paragraphs (a) and (b) above, the person to whom the

information is to be given has entered into a Confidentiality Undertaking. Any Lender may also

disclose the size and term of the Facility and the names of the obligors under each to any investor or

potential investor in a securitisation (or similar transaction having a broadly similar economic effect)

of that Lender's rights or obligations under the Finance Documents.

24.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 24, each Lender may without

consulting with or obtaining consent from the Company, at any time charge, assign or otherwise

create Security in or over (whether by way of collateral or otherwise) all or any of its rights under

any Finance Document to secure obligations of that Lender including, without limitation;

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central

bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted

to any holders (or trustee or representatives of holders) of obligations owed, or securities

issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the

beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of

the Finance Documents; or

(ii) require any payments to be made by the Company other than or in excess of, or grant to any

person any more extensive rights than, those require to be made or granted to the relevant

Lender under the Finance Documents.

24.9 Pro rata interest settlement

(a) Unless the Agent advises otherwise, in respect of any transfer pursuant to Clause 24.5 (Procedure for

transfer) or any assignment pursuant to Clause 24.2(e), the Transfer Date of which, in each case, is

not on the last day of an Interest Period:

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by

reference to the lapse of time shall continue to accrue in favour of the Transferring Lender

up to but excluding the Transfer Date (Accrued Amounts) and shall become due and

payable to the Transferring Lender (without further interest accruing on them) on the last

day of the current Interest Period (or, if the Interest Period is longer than six Months, on the

next of the dates which falls at six Monthly intervals after the first day of that Interest

Period); and

0130215-0000001 BK:51319315.13 76

(ii) the rights assigned or transferred by the Transferring Lender will not include the right to the

Accrued Amounts so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be

payable for the account of the Transferring Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would,

but for the application of this Clause 24.9, have been payable to it on that date, but

after deduction of the Accrued Amounts.

(b) In this Clause 24.9 references to "Interest Period" shall be construed to include a reference to any

other period for accrual of fees.

25. CHANGES TO THE COMPANY

The Company may not assign any of its rights or transfer any of its rights or obligations under the

Finance Documents without the prior written consent of all the Lenders.

26. ROLE OF THE AGENT AND THE COORDINATING BOOKRUNNER

26.1 Appointment of the Agent

(a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the

Finance Documents.

(b) Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and

discretions specifically given to the Agent under or in connection with the Finance Documents

together with any other incidental rights, powers, authorities and discretions.

(c) Each of the Coordinating Bookrunner and the Lenders hereby exempts the Agent from the

restrictions pursuant to section 181 Civil Code (Bürgerliches Gesetzbuch) and similar restrictions

applicable to it pursuant to any other applicable law, in each case to the extent legally possible to

such Finance Party. A Finance Party which cannot grant such exemption shall notify the Agent

accordingly and, upon request of the Agent, either act in accordance with the terms of this

Agreement and/or any other Finance Document as required pursuant to this Agreement and/or such

other Finance Document or grant a special power of attorney to a party acting on its behalf, in a

manner that is not prohibited pursuant to section 181 of the German Civil Code (Bürgerliches

Gesetzbuch) and/or any other applicable laws.

26.2 Duties of the Agent

(a) The Agent shall promptly forward to a Party the original or a copy of any document which is

delivered to the Agent for that Party by any other Party.

(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to

review or check the adequacy, accuracy or completeness of any document it forwards to another

Party.

(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and

stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee

payable to a Finance Party (other than the Agent or the Coordinating Bookrunner) under this

Agreement it shall promptly notify the other Finance Parties.

0130215-0000001 BK:51319315.13 77

(e) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

26.3 Role of the Coordinating Bookrunner

Except as specifically provided in the Finance Documents, the Coordinating Bookrunner has no

obligations of any kind to any other Party under or in connection with any Finance Document.

26.4 No fiduciary duties

(a) Nothing in this Agreement constitutes the Agent or any Coordinating Bookrunner as a trustee or

fiduciary of any other person.

(b) Neither the Agent nor the Coordinating Bookrunner shall be bound to account to any Lender for any

sum or the profit element of any sum received by it for its own account.

26.5 Business with the Group

The Agent and any Coordinating Bookrunner may accept deposits from, lend money to and

generally engage in any kind of banking or other business with any member of the Group.

26.6 Rights and discretions of the Agent

(a) The Agent may rely on:

(i) any representation, notice or document believed by it to be genuine, correct and

appropriately authorised; and

(ii) any statement made by a director, authorised signatory or employee of any person regarding

any matters which may reasonably be assumed to be within his knowledge or within his

power to verify.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the

Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause

22.1 (Non-payment)); and

(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not

been exercised.

(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,

surveyors or other experts.

(d) The Agent may act in relation to the Finance Documents through its personnel and agents.

(e) The Agent may disclose to any other Party any information it reasonably believes it has received as

agent under this Agreement.

(f) Without prejudice to the generality of paragraph (e) above, the Company may request from the

Agent, and the Agent shall promptly supply to the Company, any relevant information in its

possession as Agent about a Lender:

(i) which has failed to make, or 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) unless the failure to pay is caused by an administrative or

0130215-0000001 BK:51319315.13 78

technical error, or a Disruption Event and payment is made within three Business Days of its

due date;

(ii) which has notified the Agent that it has rescinded or repudiated, or of its intention to rescind

or repudiate a Finance Document; or

(iii) in respect of which the Agent has been notified by that Lender of an Insolvency Event which

is continuing in respect of it,

to enable the Company to determine whether or not the Lender is a Defaulting Lender.

(g) Notwithstanding any other provision of any Finance Document to the contrary, no Coordinating

Bookrunner is obliged to do or omit to do anything if it would or might in its reasonable opinion

constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(h) Notwithstanding any other provision of any Finance Document to the contrary, the Agent may

refrain without liability from doing anything that would or might in its reasonable opinion be

contrary to any law of any state or jurisdiction (including but not limited to the United States of

America (or any jurisdiction forming a part of it) and England and Wales) or any directive or

regulation of any agency of any such state or jurisdiction and may without liability do anything

which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation.

26.7 Majority Lenders' instructions

(a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right,

power, authority or discretion vested in it as Agent in accordance with any instructions given to it by

the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right,

power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if

it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority

Lenders will be binding on all the Finance Parties.

(c) The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if

appropriate, the Lenders) until it has received such security as it may require for any cost, loss or

liability (together with any associated VAT) which it may incur in complying with the instructions.

(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent

may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's

consent) in any legal or arbitration proceedings relating to any Finance Document.

26.8 Responsibility for documentation

Neither the Agent nor the Coordinating Bookrunner are:

(a) responsible for the adequacy, accuracy and/or completeness of any information (whether

oral or written) supplied by the Agent, any Coordinating Bookrunner, the Company or any

other person given in or in connection with any Finance Document; or

(b) responsible for the legality, validity, effectiveness, adequacy or enforceability of any

Finance Document or any other agreement, arrangement or document entered into, made or

0130215-0000001 BK:51319315.13 79

executed in anticipation of or in connection with any Finance Document or the Information

Memorandum.

26.9 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of

Clause 29.11 (Disruption to Payment Systems etc.)), the Agent will not be liable (including, without

limitation, for negligence or any other category of liability whatsoever) for any action taken by it

under or in connection with any Finance Document, unless directly caused by its gross negligence or

wilful misconduct.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of

the Agent in respect of any claim it might have against the Agent or in respect of any act or omission

of any kind by that officer, employee or agent in relation to any Finance Document and any officer,

employee or agent of the Agent may rely on this Clause subject to Clause 1.3 (Third party rights)

and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with

an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all

necessary steps as soon as reasonably practicable to comply with the regulations or operating

procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Coordinating Bookrunner to carry out any

"know your customer" or other checks in relation to any person on behalf of any Lender and each

Lender confirms to the Agent and the Coordinating Bookrunner that it is solely responsible for any

such checks it is required to carry out and that it may not rely on any statement in relation to such

checks made by the Agent or the Coordinating Bookrunner.

26.10 Lenders' indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments

are then zero, to its share of the Total Commitments immediately prior to their reduction to zero)

indemnify the Agent, within three Business Days of demand, against any cost, loss or liability

(including, without limitation, for negligence or any other category of liability whatsoever) incurred

by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in

the case of any cost, loss or liability pursuant to Clause 29.11 (Disruption to Payment Systems etc.)

notwithstanding the Agent's negligence, gross negligence or any other category of liability

whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the

Finance Documents (unless the Agent has been reimbursed by the Company pursuant to a Finance

Document).

26.11 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates acting through an office in the United

Kingdom or the European Union as successor by giving notice to the other Finance Parties and the

Company.

(b) Alternatively the Agent may resign by giving notice to the other Finance Parties and the Company,

in which case the Majority Lenders (after consultation with the Company) may appoint a successor

Agent.

(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b)

above within 30 days after notice of resignation was given, the Agent (after consultation with the

Company) may appoint a successor Agent (acting through an office in the United Kingdom).

0130215-0000001 BK:51319315.13 80

(d) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and

records and provide such assistance as the successor Agent may reasonably request for the purposes

of performing its functions as Agent under the Finance Documents.

(e) The Agent's resignation notice shall only take effect upon the appointment of a successor.

(f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further

obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause

26. Its successor and each of the other Parties shall have the same rights and obligations amongst

themselves as they would have had if such successor had been an original Party.

(g) After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to

resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance

with paragraph (b) above.

(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall

use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or

after the date which is three months before the earliest FATCA Application Date relating to any

payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 13.8 (FATCA Information) and the

Company or a Lender reasonably believes that the Agent will not be (or will have ceased to

be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 13.8 (FATCA Information)

indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or

after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have

ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to

make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party,

and the Company or that Lender, by notice to the Agent, requires it to resign.

26.12 Replacement of the Agent

(a) After consultation with the Company, the Majority Lenders may, by giving 30 days' notice to the

Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by

the Majority Lenders) replace the Agent by appointing a successor Agent.

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of

the Lenders) make available to the successor Agent such documents and records and provide such

assistance as the successor Agent may reasonably request for the purposes of performing its

functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the

Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged

from any further obligation in respect of the Finance Documents (other than its obligations under

paragraph (b) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent)

and this Clause 26 (and any agency fees for the account of the retiring Agent shall cease to accrue

from (and shall be payable on) that date).

0130215-0000001 BK:51319315.13 81

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations

amongst themselves as they would have had if such successor had been an original Party.

26.13 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency

division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as

confidential to that division or department and the Agent shall not be deemed to have notice of it.

26.14 Relationship with the Lenders

Subject to Clause 24.9 (Pro rata interest settlement), the Agent may treat each Lender as a Lender,

entitled to payments under this Agreement and acting through its Facility Office unless it has

received not less than five Business Days prior notice from that Lender to the contrary in accordance

with the terms of this Agreement.

26.15 Credit appraisal by the Lenders

Without affecting the responsibility of the Company for information supplied by it or on its behalf in

connection with any Finance Document, each Lender confirms to the Agent and the Coordinating

Bookrunner that it has been, and will continue to be, solely responsible for making its own

independent appraisal and investigation of all risks arising under or in connection with any Finance

Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and

any other agreement, arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any

Party or any of its respective assets under or in connection with any Finance Document, the

transactions contemplated by the Finance Documents or any other agreement, arrangement

or document entered into, made or executed in anticipation of, under or in connection with

any Finance Document; and

(d) the adequacy, accuracy and/or completeness of the Information Memorandum and any other

information provided by the Agent, any Party or by any other person under or in connection

with any Finance Document, the transactions contemplated by the Finance Documents or

any other agreement, arrangement or document entered into, made or executed in

anticipation of, under or in connection with any Finance Document.

26.16 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving

notice to that Party, deduct an amount not exceeding that amount from any payment to that Party

which the Agent would otherwise be obliged to make under the Finance Documents and apply the

amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance

Documents that Party shall be regarded as having received any amount so deducted.

0130215-0000001 BK:51319315.13 82

27. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in

whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment

available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise)

or any computations in respect of Tax.

28. SHARING AMONG THE FINANCE PARTIES

28.1 Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from the

Company other than in accordance with Clause 29 (Payment Mechanics) and applies that amount to

a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt

or recovery, to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the

Recovering Finance Party would have been paid had the receipt or recovery been received or

made by the Agent and distributed in accordance with Clause 29 (Payment Mechanics),

without taking account of any Tax which would be imposed on the Agent in relation to the

receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent,

pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less

any amount which the Agent determines may be retained by the Recovering Finance Party as

its share of any payment to be made, in accordance with Clause 29.6 (Partial payments).

28.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the Company and distribute it

between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause

29.6 (Partial payments).

28.3 Recovering Finance Party's rights

(a) On a distribution by the Agent under Clause 28.2 (Redistribution of payments), the Recovering

Finance Party will be subrogated to the rights of the Finance Parties which have shared in the

redistribution.

(b) If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph

(a) above, the Company shall be liable to the Recovering Finance Party for a debt equal to the

Sharing Payment which is immediately due and payable.

28.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes

repayable and is repaid by that Recovering Finance Party, then:

0130215-0000001 BK:51319315.13 83

(a) each Finance Party which has received a share of the relevant Sharing Payment pursuant to

Clause 28.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent

for account of that Recovering Finance Party an amount equal to the appropriate part of its

share of the Sharing Payment (together with an amount as is necessary to reimburse that

Recovering Finance Party for its proportion of any interest on the Sharing Payment which

that Recovering Finance Party is required to pay); and

(b) that Recovering Finance Party's rights of subrogation in respect of any reimbursement shall

be cancelled and the Company will be liable to the reimbursing Finance Party for the amount

so reimbursed.

28.5 Exceptions

(a) This Clause 28 shall not apply to the extent that the Recovering Finance Party would not, after

making any payment pursuant to this Clause, have a valid and enforceable claim against the

Company.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which

the Recovering Finance Party has received or recovered as a result of taking legal or arbitration

proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration

proceedings but did not do so as soon as reasonably practicable having received notice and

did not take separate legal or arbitration proceedings.

29. PAYMENT MECHANICS

29.1 Payments to the Agent

(a) On each date on which the Company or a Lender is required to make a payment under a Finance

Document, the Company or Lender shall make the same available to the Agent (unless a contrary

indication appears in a Finance Document) for value on the due date at the time and in such funds

specified by the Agent as being customary at the time for settlement of transactions in the relevant

currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that

currency (or, in relation to euro, in a principal financial centre in such Participating Member State or

London, as specified by the Agent) with such bank as the Agent, in each case, specifies.

29.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to

Clause 29.3 (Distributions to the Company) and Clause 29.4 (Clawback) be made available by the

Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with

this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as

that Party may notify to the Agent by not less than five Business Days' notice with a bank in the

principal financial centre of the country of that currency.

29.3 Distributions to the Company

The Agent may (with the consent of the Company or in accordance with Clause 30 (Set-off)) apply

any amount received by it for the Company in or towards payment (on the date and in the currency

0130215-0000001 BK:51319315.13 84

and funds of receipt) of any amount due from the Company under the Finance Documents or in or

towards purchase of any amount of any currency to be so applied.

29.4 Clawback

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is

not obliged to pay that sum to that other Party (or to enter into or perform any related exchange

contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not

actually received that amount, then the Party to whom that amount (or the proceeds of any related

exchange contract) was paid by the Agent shall on demand refund the same to the Agent together

with interest on that amount from the date of payment to the date of receipt by the Agent, calculated

by the Agent to reflect its cost of funds.

(c) If the Agent is willing to make available amounts for the account of the Company before receiving

funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case

that it does not then receive funds from a Lender in respect of a sum which it paid to the Company:

(i) the Agent shall notify the Company of that Lender's identity and the Company to whom that

sum was made available shall on demand refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to

do so, the Company to whom that sum was made available, shall on demand pay to the

Agent the amount (as certified by the Agent) which will indemnify the Agent against any

funding cost incurred by it as a result of paying out that sum before receiving those funds

from that Lender.

29.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, the Company or a Lender which is required to

make a payment under the Finance Documents to the Agent in accordance with Clause 29.1

(Payments to the Agent) may instead either pay that amount direct to the required recipient or pay

that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no

Insolvency Event has occurred and is continuing, in the name of the Company or the Lender making

the payment (the Paying Party) and designated as a trust account for the benefit of the Party or

Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or

Recipient Parties). In each case such payments must be made on the due date for payment under

the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit

of the beneficiaries of that trust account pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 29.5 shall be discharged of the

relevant payment obligation under the Finance Documents and shall not take any credit risk with

respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 26.12 (Replacement

of the Agent), each Party which has made a payment to a trust account in accordance with this

Clause 29.5 shall give all requisite instructions to the bank with whom the trust account is held to

transfer the amount (together with any accrued interest) to the successor Agent for distribution in

accordance with Clause 29.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

0130215-0000001 BK:51319315.13 85

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant

amount (together with any accrued interest) to that Recipient Party.

29.6 Partial payments

(a) If the Agent receives a payment for application against amounts due in respect of any Finance

Documents that is insufficient to discharge all the amounts then due and payable by the Company

under the Finance Documents, the Agent shall apply that payment towards the obligations of the

Company under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent

under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but

unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this

Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance

Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in subparagraphs

(a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by the Company.

29.7 No set-off by the Company

All payments to be made by the Company under the Finance Documents shall be calculated and be

made without (and free and clear of any deduction for) set-off or counterclaim.

29.8 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next

Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is

not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this

Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due

date.

29.9 Currency of account

(a) Subject to paragraphs (b) to (e) below, sterling is the currency of account and payment for any sum

due from the Company under any Finance Document.

(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the

currency in which that Loan or Unpaid Sum is denominated, pursuant to this Agreement, on its due

date.

0130215-0000001 BK:51319315.13 86

(c) Each payment of interest shall be made in the currency in which the sum in respect of which the

interest is payable was denominated, pursuant to this Agreement, when that interest accrued.

(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the

costs, expenses or Taxes are incurred.

(e) Any amount expressed to be payable in a currency other than sterling shall be paid in that other

currency.

29.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time

recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance

Documents in, the currency of that country shall be translated into, or paid in, the currency

or currency unit of that country designated by the Agent (after consultation with the

Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of

exchange recognised by the central bank for the conversion of that currency or currency unit

into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting

reasonably and after consultation with the Company) specifies to be necessary, be amended to

comply with any generally accepted conventions and market practice in the Relevant Interbank

Market and otherwise to reflect the change in currency.

29.11 Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is

notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company

with a view to agreeing with the Company such changes to the operation or administration

of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes

mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the

circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in

paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to

do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is

finally determined that a Disruption Event has occurred) be binding upon the Parties as an

amendment to (or, as the case may be, waiver of) the terms of the Finance Documents

notwithstanding the provisions of Clause 35 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without

limitation for negligence, gross negligence or any other category of liability whatsoever but

not including any claim based on the fraud of the Agent) arising as a result of its taking, or

failing to take, any actions pursuant to or in connection with this Clause 29.11; and

0130215-0000001 BK:51319315.13 87

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d)

above.

30. SET-OFF

A Finance Party may (if an Event of Default if continuing) set off any matured obligation due from

the Company under the Finance Documents (to the extent beneficially owned by that Finance Party)

against any matured obligation owed by that Finance Party to the Company, regardless of the place

of payment, booking branch or currency of either obligation. If the obligations are in different

currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual

course of business for the purpose of the set-off. Each Finance Party shall notify the Company in

writing as soon as reasonably practicable after it has exercised any right of set-off against the

Company. For the purpose of this clause the term Finance Party includes each of the relevant

Finance Party's Holding Companies and Subsidiaries and each Subsidiary of each of the relevant

Finance Party's Holding Companies.

31. NOTICES

31.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made

in writing and, unless otherwise stated, may be made by fax or letter.

31.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the

communication is to be made) of each Party for any communication or document to be made or

delivered under or in connection with the Finance Documents is:

(a) in the case of the Company, that identified with its name on the signature pages below;

(b) in the case of each Lender, that notified in writing to the Agent on or prior to the date on

which it becomes a Party; and

(c) in the case of the Agent, that identified with its name on the signature pages below,

or any substitute address or fax number or department or officer as the Party may notify to the Agent

(or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five

Business Days' notice.

31.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection

with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

(ii) if by way of letter, when it has been left at the relevant address or five Business Days after

being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under

Clause 31.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when

actually received by the Agent and then only if it is expressly marked for the attention of the

0130215-0000001 BK:51319315.13 88

department or officer identified with the Agent's signature below (or any substitute department or

officer as the Agent shall specify for this purpose).

(c) All notices from or to the Company shall be sent through the Agent.

31.4 Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax

number pursuant to Clause 31.2 (Addresses) or changing its own address or fax number, the Agent

shall notify the other Parties.

31.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent, the Parties may, instead of communicating with each other

through the Agent, communicate with each other directly and (while the Agent is an Impaired

Agent) all the provisions of the Finance Documents which require communications to be made or

notices to be given to or by the Agent shall be varied so that communications may be made and

notices given to or by the relevant Parties directly. This provision shall not operate after a

replacement Agent has been appointed.

31.6 Electronic communication

(a) Any communication to be made between the Agent and a Lender and/or between the Company and

the Agent under or in connection with the Finance Documents may be made by electronic mail or

other electronic means, if the Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of

communication;

(ii) notify each other in writing of their electronic mail address and/or any other information

required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by

them.

(b) Any electronic communication made between the Agent and a Lender will be effective only when

actually received in readable form and in the case of any electronic communication made by a

Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this

purpose.

31.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English

translation and, in this case, the English translation will prevail unless the document is a

constitutional, statutory or other official document.

0130215-0000001 BK:51319315.13 89

32. CALCULATIONS AND CERTIFICATES

32.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document,

the entries made in the accounts maintained by a Finance Party are prima facie evidence of the

matters to which they relate.

32.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance

Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

32.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and

is calculated on the basis of the actual number of days elapsed and in relation to sterling a year of

365 days and in relation to dollar or any other currency, a year of 360 days or, in any case where the

practice in the Relevant Interbank Market differs, in accordance with that market practice.

33. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or

unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

enforceability of the remaining provisions nor the legality, validity or enforceability of such

provision under the law of any other jurisdiction will in any way be affected or impaired.

34. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or

remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial

exercise of any right or remedy prevent any further or other exercise or the exercise of any other

right or remedy. The rights and remedies provided in this Agreement are cumulative and not

exclusive of any rights or remedies provided by law.

35. AMENDMENTS AND WAIVERS

35.1 Required consents

(a) Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or waived

only with the consent of the Majority Lenders and the Company and any such amendment or waiver

will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this

Clause.

35.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i) the definition of Majority Lenders in Clause 1.1 (Definitions);

(ii) an extension to the date of payment of any amount under the Finance Documents;

0130215-0000001 BK:51319315.13 90

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest,

fees or commission payable;

(iv) a change in currency of payment of any amount under the Finance Documents;

(v) an increase in or an extension of any Commitment, an extension of any Availability Period

or any requirement that a cancellation of Commitments reduces the Commitments of the

Lenders rateably under the Facility;

(vi) any provision which expressly requires the consent of all the Lenders; or

(vii) Clause 2.2 (Finance Parties' rights and obligations), Clause 8.1 (Illegality), Clause 8.2

(Change of control), Clause 8.11 (Application of prepayments and cancellations), Clause 24

(Changes to the Lenders), this Clause 35, Clause 38 (Governing Law) or Clause 39.1

(Jurisdiction),

shall not be made without the prior consent of all the Lenders.

(b) For the avoidance of doubt, an amendment or waiver that has the effect of changing or which relates

to Clause 8.3 (Prepayment – disposals) may be made with the consent of the Majority Lenders and

the Company and any such amendment or waiver will be binding on all Parties unless such

amendment or waiver relates to a liability to make payment which has already arisen under Clause

8.3 (Prepayment – disposals) and requires the prior consent of all Lenders pursuant to paragraph (a)

above.

(c) An amendment or waiver which relates to the rights or obligations of the Agent or the Coordinating

Bookrunner may not be effected without the consent of the Agent or the Coordinating Bookrunner.

35.3 Disenfranchisement of Defaulting Lenders

(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority

Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the

Total Commitments has been obtained to approve any request for a consent, waiver, amendment or

other vote under the Finance Documents, that Defaulting Lender's Commitments will be reduced by

the amount of its Available Commitments.

(b) For the purposes of this Clause, the Agent may assume that the following Lenders are Defaulting

Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to

in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting

evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has

ceased to be a Defaulting Lender.

35.4 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by

giving no less than ten Business Days' prior written notice to the Agent and such Lender:

0130215-0000001 BK:51319315.13 91

(i) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to

Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under

this Agreement;

(ii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to

the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii) require such Lender to (and such Lender shall) transfer pursuant to Clause 24 (Changes to

the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,

to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender)

selected by the Company, and which (unless the Agent is as an Impaired Agent) is acceptable to the

Agent (acting reasonably) and, which confirms its willingness to assume and does assume all the

obligations or all the relevant obligations of the transferring Lender (including the assumption of the

transferring Lender's participations or unfunded participations (as the case may be) on the same basis

as the transferring Lender).

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject

to the following conditions:

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

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to

find a Replacement Lender;

(iii) the transfer must take place no later than ten Business Days after the notice referred to in

paragraph (a) above and subject to the Agent being satisfied that it has complied with all

necessary "know your customer" or other similar checks under all applicable laws and

regulations in relation to that transfer to the Replacement Lender; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement

Lender any of the fees received by the Defaulting Lender pursuant to the Finance

Documents; and

(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to

paragraph (a) above once it is satisfied that it has complied with all necessary "know your

customer" or other similar checks under all applicable laws and regulations in relation to that

transfer to the Replacement Lender.

35.5 Replacement of Screen Rate

(a) Subject to Clause 35.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to

any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which

relates to:

(i) providing for the use of a Replacement Benchmark in relation to that currency in place of

that Screen Rate; and

(ii)

(A) aligning any provision of any Finance Document to the use of that Replacement

Benchmark;

0130215-0000001 BK:51319315.13 92

(B) enabling that Replacement Benchmark to be used for the calculation of interest

under this Agreement (including, without limitation, any consequential changes

required to enable that Replacement Benchmark to be used for the purposes of this

Agreement);

(C) implementing market conventions applicable to that Replacement Benchmark;

(D) providing for appropriate fallback (and market disruption) provisions for that

Replacement Benchmark; or

(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any

transfer of economic value from one Party to another as a result of the application of

that Replacement Benchmark (and if any adjustment or method for calculating any

adjustment has been formally designated, nominated or recommended by the

Relevant Nominating Body, the adjustment shall be determined on the basis of that

designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority

Lenders) and the Company.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a)

above within 15 Business Days (or such longer time period in relation to any request which the

Company and the Agent may agree) of that request being made:

(i) its Commitment(s) shall not be included for the purpose of calculating the Total

Commitments under the relevant Facility when ascertaining whether any relevant percentage

of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the

agreement of any specified group of Lenders has been obtained to approve that request.

(c) In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would

no longer persuade or compel any LIBOR panel bank, being a bank which contributes submissions

to ICE LIBOR, to provide quotations to the ICE Benchmark Administration Limited (together with

any successor to the ICE Benchmark Administration Limited, the “IBA”) for the purposes of the

IBA administering LIBOR after 2021 (the FCA Announcement). As a result, it is possible that,

LIBOR may no longer be available or deemed an appropriate reference rate upon which to determine

the interest rate on Loans. In light of this eventuality, public and private sector industry initiatives

are currently underway to identify new or alternative reference rates to be used in place of LIBOR.

The Parties acknowledge that the circumstances described above are of a type which could give rise

to a Screen Rate Replacement Event.

(d) In this Clause 35.5 (Replacement of Screen Rate):

Relevant Nominating Body means any applicable central bank, regulator or other supervisory

authority or a group of them, or any working group or committee sponsored or chaired by, or

constituted at the request of, any of them or the Financial Stability Board.

Replacement Benchmark means a benchmark rate which is:

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

0130215-0000001 BK:51319315.13 93

(i) the administrator of that Screen Rate (provided that the market or economic reality

that such benchmark rate measures is the same as that measured by that Screen

Rate); or

(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or

recommended under both paragraphs, the "Replacement Benchmark" will be the

replacement under paragraph (ii) above;

(b) in the opinion of the Majority Lenders and the Company, generally accepted in the

international or any relevant domestic syndicated loan markets as the appropriate successor

to a Screen Rate; or

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

Screen Rate.

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

(a) the methodology, formula or other means of determining that Screen Rate has, in the opinion

of the Majority Lenders and the Company materially changed;

(b)

(i)

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

administrator is insolvent; or

(B) information is published in any order, decree, notice, petition or filing, however

described, of or filed with a court, tribunal, exchange, regulatory authority or similar

administrative, regulatory or judicial body which reasonably confirms that the

administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to

continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will

cease, to provide that Screen Rate permanently or indefinitely and, at that time, there

is no successor administrator to continue to provide that Screen Rate;

(iii) the supervisor of the administrator of that Screen Rate publicly announces that such

Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv) the administrator of that Screen Rate or its supervisor announces that that Screen

Rate may no longer be used; or

(c) in the opinion of the Majority Lenders and the Company, that Screen Rate is otherwise no

longer appropriate for the purposes of calculating interest under this Agreement.

0130215-0000001 BK:51319315.13 94

36. CONFIDENTIALITY OF FUNDING RATES

36.1 Confidentiality and disclosure

(a) The Agent agrees to keep each Funding Rate confidential and not to disclose it to anyone, save to the

extent permitted by paragraphs (b), (c) and (d) below.

(b) The Agent may disclose any Funding Rate to any person appointed by it to provide administration

services in respect of one or more of the Finance Documents to the extent necessary to enable such

service provider to provide those services if the service provider to whom that information is to be

given has entered into a confidentiality agreement substantially in the form of the LMA Master

Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other

form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(c) The Agent may disclose any Funding Rate to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional

advisers, auditors, partners and Representatives if any person to whom that Funding Rate is

to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and

that it may be price-sensitive information except that there shall be no such requirement to

so inform if the recipient is subject to professional obligations to maintain the confidentiality

of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to

it;

(ii) any person to whom information is required or requested to be disclosed by any court of

competent jurisdiction or any governmental, banking, taxation or other regulatory authority

or similar body, the rules of any relevant stock exchange or pursuant to any applicable law

or regulation if the person to whom that Funding Rate is to be given is informed in writing

of its confidential nature and that it may be price-sensitive information except that there shall

be no requirement to so inform if, in the opinion of the Agent, it is not practicable to do so in

the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the

purposes of, any litigation, arbitration, administrative or other investigations, proceedings or

disputes if the person to whom that Funding Rate is to be given is informed in writing of its

confidential nature and that it may be price-sensitive information except that there shall be

no requirement to so inform if, in the opinion of the Agent, it is not practicable to do so in

the circumstances; and

(iv) any person with the consent of the relevant Lender.

(d) The Agent's obligations in this Clause 36 (Confidentiality of Funding Rates) relating to Funding

Rates are without prejudice to its obligations to make notifications under Clause 9.4 (Notification of

rates of interest) provided that the Agent shall not include the details of any individual Funding Rate

as part of any such notification.

36.2 Related obligations

(a) The Agent acknowledges that each Funding Rate is or may be price-sensitive information and that its

use may be regulated or prohibited by applicable legislation including securities law relating to

insider dealing and market abuse and the Agent undertakes not to use any Funding Rate for any

unlawful purpose.

(b) The Agent agrees (to the extent permitted by law and regulation) to inform the relevant Lender:

0130215-0000001 BK:51319315.13 95

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 36.1

(Confidentiality and disclosure) except where such disclosure is made to any of the persons

referred to in that paragraph during the ordinary course of its supervisory or regulatory

function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 36

(Confidentiality of Funding Rates).

37. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same

effect as if the signatures on the counterparts were on a single copy of the Finance Document.

38. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are

governed by English law.

39. ENFORCEMENT

39.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection

with this Agreement (including a dispute regarding the existence, validity or termination of this

Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a

Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle

Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 39.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be

prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the

extent allowed by law, the Finance Parties may take concurrent proceedings in any number of

jurisdictions.

39.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law:

(a) the Company irrevocably appoints MIH Internet (UK) Limited, a company incorporated in

England and Wales with registration number 08649750 (at the address of its registered office

for the time being) as its agent for service of process in relation to any proceedings before

the English courts in connection with any Finance Document;

(b) the Company agrees that failure by a process agent to notify the Company of the process will

not invalidate the proceedings concerned; and

(c) if the process agent ceases to exist for any reason and a replacement process agent is not

appointed by the Company within three Business Days, the Agent may appoint a

replacement process agent for Company at the expense of the Company.

40. CONTRACTUAL RECOGNITION OF BAIL-IN

(a) Notwithstanding any other term of any Finance Document or any other agreement, arrangement or

understanding between the Parties, each Party acknowledges and accepts that any liability of any

0130215-0000001 BK:51319315.13 96

Party to any other Party under or in connection with the Finance Documents may be subject to Bail-

In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the

effect of:

(i) any Bail-In Action in relation to any such liability, including (without limitation):

(A) a reduction, in full or in part, in the principal amount, or outstanding amount due

(including any accrued but unpaid interest) in respect of any such liability;

(B) a conversion of all, or part of, any such liability into shares or other instruments of

ownership that may be issued to, or conferred on, it; and

(C) a cancellation of any such liability; and

(ii) a variation of any term of any Finance Document to the extent necessary to give effect to

any Bail-In Action in relation to any such liability.

(b) In this Clause 40:

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the

recovery and resolution of credit institutions and investment firms.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means in relation to an EEA Member Country which has implemented, or which

at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described

in the EU Bail-In Legislation Schedule from time to time.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and

Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan

Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and

Conversion Powers.

UK Bail-In Legislation means (to the extent that the United Kingdom is not an EEA Member

Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom

Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the

resolution of unsound or failing banks, investment firms or other financial institutions or their

affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

Write-down and Conversion Powers means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from

time to time, the powers described as such in relation to that Bail-In Legislation in the EU

Bail-In Legislation Schedule

(b) in relation to any UK Bail-In Legislation:

(i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares

issued by a person that is a bank or investment firm or other financial institution or

affiliate of a bank, investment firm or other financial institution, to cancel, reduce,

modify or change the form of a liability of such a person or any contract or

0130215-0000001 BK:51319315.13 97

instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that

any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers

under that UK Bail-In Legislation that are related to or ancillary to any of those

powers; and

(ii) any similar or analogous powers under that UK Bail-In Legislation.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

0130215-0000001 BK:51319315.13 98

SCHEDULE 1

THE ORIGINAL LENDERS

Lender Cash Bridge

Commitment (£)

Debt Take-Out Bridge

Commitment (£)

JPMorgan Chase Bank, N.A.,

London Branch

800,000,000 744,000,000

BNP Paribas Fortis SA/NV 744,000,000

Citibank, N.A., London Branch 372,000,000

Citibank, N.A., Jersey Branch 372,000,000

Deutsche Bank Luxembourg S.A. 744,000,000

Morgan Stanley Senior Funding,

Inc.

744,000,000

Intesa Sanpaolo S.p.a., Filiale

Frankfurt am Main

680,000,000

Total 800,000,000 4,400,000,000

0130215-0000001 BK:51319315.13 99

SCHEDULE 2

CONDITIONS PRECEDENT

PART 1

CONDITIONS PRECEDENT TO SIGNING

1. Corporate documentation

(a) A copy of the constitutional documents of the Company (being the deed of incorporation (akte van

oprichting) the articles of association (statuten) and an up-to-date extract from the Dutch Trade

Register of the Chamber of Commerce).

(b) A copy of a resolution of the board of directors of the Company:

(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving

that it execute this Agreement;

(ii) authorising a specified person or persons to execute this Agreement on its behalf;

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all

documents and notices to be signed and/or despatched by it under or in connection with this

Agreement; and

(iv) including a confirmation that it does not have a works council (ondernemingsraad) having

jurisdiction over the transactions contemplated by this Agreement.

(c) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (b)

above.

(d) A certificate of the Company (signed by a director) confirming that borrowing the Total

Commitments would not cause any borrowing or similar limit binding on the Company to be

exceeded.

(e) A certificate of an authorised signatory of the Company certifying that each copy document

specified in this Schedule and relating to it is correct, complete and in full force and effect as at a

date no earlier than the date of this Agreement.

2. Legal opinions

(a) A legal opinion of Latham & Watkins LLP, legal advisers to the Agent in England, addressed to the

Finance Parties and substantially in the form distributed to the Coordinating Bookrunner prior to

signing this Agreement.

(b) A legal opinion of Loyens & Loeff N.V., legal advisors to the Agent in the Netherlands, addressed to

the Finance Parties and substantially in the form distributed to the Coordinating Bookrunner prior to

signing this Agreement.

3. Other documents and evidence

(a) The Original Financial Statements.

(b) Duly executed copies of the Fee Letters and the Mandate Letter.

0130215-0000001 BK:51319315.13 100

(c) Evidence that any process agent referred to in Clause 39.2 (Service of process), has accepted its

appointment.

(d) A near final draft of the Announcement (it being understood that Bidco may make any changes to

the draft Announcement which (i) are not materially prejudicial to the interests of the Lenders taken

as a whole under the Finance Documents or (ii) are approved by the Lenders (acting reasonably)).

0130215-0000001 BK:51319315.13 101

PART 2

CONDITIONS PRECEDENT TO UTILISATION

A copy of (i) the Scheme Circular or (ii) as the case may be, the Offer Document dispatched to shareholders

of the Target by or on behalf of Bidco and the Cooperation Agreement (if any), in either case in a form

containing terms and conditions consistent in all material respects with those contemplated by the

Announcement (and, in the case of an Offer, including an Acceptance Condition no lower than the Minimum

Acceptance Condition) together with any amendments or other changes which would be permitted under

Clause 21.11 (Acquisition Undertaking).

0130215-0000001 BK:51319315.13 102

SCHEDULE 3

REQUESTS

PART 1

UTILISATION REQUEST

From: []

To: [] as Agent

Dated:

Dear Sir or Madam,

[] – Facility Agreement

dated _____________ (the Agreement)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the

same meaning in this Utilisation Request unless given a different meaning in this Utilisation

Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next

Business Day)

Currency of Loan [ ]

Amount: [ ]1 or, if less, the Available Facility

Interest Period: [ ]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on

the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to [account].

5. This Utilisation Request is irrevocable.

Yours faithfully

................................................................

1 WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS

INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS

REGULATION (EU/575/2013)), IF THE SHARE OF A LENDER IN ANY UTILISATION REQUESTED BY A DUTCH COMPANY IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE COMPETENT

AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF THE LENDER IS CONSIDERED TO BE PART

OF THE PUBLIC ON THE BASIS OF SUCH INTERPRETATION.

0130215-0000001 BK:51319315.13 103

authorised signatory for

[]

0130215-0000001 BK:51319315.13 104

PART 2

SELECTION NOTICE

From: []

To: [] as Agent

Dated:

Dear Sir or Madam,

[] – Facility Agreement dated _____________ (the Agreement)

1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the

same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2. We refer to the following Loan[s] in [identify currency] with an Interest Period ending on [ ].1

3. [We request that the above Loan[s] be divided into [ ] Loans with the following Interest

Periods:]2

or

[We request that the next Interest Period for the above Loan[s] is [ ]].3

4. This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

the Company

NOTE:

1. Insert details of all Loans in the same currency which have an Interest Period ending on the same

date.

2. Use this option if division of Loans is requested.

3. Use this option if sub-division is not required.

0130215-0000001 BK:51319315.13 105

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: [] as Agent

From: [The Transferring Lender] (the Transferring Lender) and [The New Lender] (the New Lender)

Dated:


1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the

same meaning in this Transfer Certificate unless given a different meaning in this Transfer

Certificate.

2. We refer to Clause 24.5 (Procedure for transfer):

(a) The Transferring Lender and the New Lender agree to the Transferring Lender transferring

to the New Lender by novation, and in accordance with Clause 24.5 (Procedure for transfer),

all of the Transferring Lender's rights and obligations under the Agreement and the other

Finance Documents which relate to that portion of the Transferring Lender's Commitment(s)

and participations in Loans under the Agreement as specified in the Schedule.

(b) The proposed Transfer Date is [ ].

(c) The Facility Office and address, fax number and attention details for notices of the New

Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Transferring Lender's obligations set

out in paragraph (c) of Clause 24.4 (Limitation of responsibility of Transferring Lenders).

4. The New Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions

pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions

applicable to it pursuant to any other applicable law as provided for in Clause 26.1 (Appointment of

the Agent).

5. [On the Transfer Date, the New Lender declares and represents to the Transferring Lender, the other

Finance Parties and the Company that:

(a) it is a Professional Lender; and

(b) it acknowledges that as a consequence it has not benefited from the (creditor) protection

under the Dutch FSA for non-Professional Lenders.]

[4/5]. This Transfer Certificate may be executed in any number of counterparts and this has the same effect

as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

[5/6]. This Transfer Certificate and any non-contractual obligation arising out of or in connection with it

are governed by English law.

0130215-0000001 BK:51319315.13 106

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Transferring Lender] [New Lender]2

By: By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [ ].

[AGENT]

By:

2 WARNING: PLEASE SEEK DUTCH LEGAL ADVICE (I) UNTIL THE COMPETENT AUTHORITY PUBLISHES ITS

INTERPRETATION OF THE TERM "PUBLIC" (AS REFERRED TO IN ARTICLE 4.1(1) OF THE CAPITAL REQUIREMENTS

REGULATION (EU/575/2013)), IF ANY AMOUNT LENT TO A DUTCH COMPANY IS TO BE [TRANSFERRED]/[ASSIGNED] WHICH IS LESS THAN EUR100,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY) AND (II) AS SOON AS THE

COMPETENT AUTHORITY PUBLISHES ITS INTERPRETATION OF THE TERM "PUBLIC", IF THE NEW LENDER IS

CONSIDERED TO BE PART OF THE PUBLIC ON THE BASIS OF THAT INTERPRETATION.

0130215-0000001 BK:51319315.13 107

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To: [] as Agent

From: []

Dated:

Dear Sir or Madam,


1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have

the same meaning in this Compliance Certificate unless given a different meaning in this

Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified]

3. [Insert update on any Consumer Finance Financings and Equity Finance Arrangements and

outstanding amounts thereunder.]

4. [We confirm that no Default is continuing.]

Signed: ................................................... ...................................................

Director [Director (Chief Financial Officer)]

of of

[] []

If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy

it.

0130215-0000001 BK:51319315.13 108

SCHEDULE 6

EXISTING SECURITY

Name of Subsidiary Security Total Principal Amount of

Indebtedness Secured

Dante International S.A. Security over receivables,

inventory and cash

EUR10,000,000 bank overdraft

facilities


inventory

EUR68,200,000 guarantee

facilities, LC’s, non-cash credit

lines


inventory

RON11,400,000 bank overdraft

Dante International S.A. Security over equipment and bank

accounts held with Lenders

EUR10,000,000

eMAG Logistica.SRL Mortgage over property EUR43,800,000

eMAG Logistica.SRL Security over VAT receivables RON8,400,000

PayU Brasil Intermediacao de

Negocios Ltda

Security over credit card

receivables

40,000,000 Brazilian real

PayU Spolka Akcyjna Assets of the company Bank guarantee facility

PLN15,000,000

MIH Finance v.o.f.;

the Company.;

MIH e-commerce CZ s.r.o.;

PayU Spolka Akcyjna;

Dante International S.A.;

Fashion Days Group AG;

MIH B2C Eastern Europe B.V.;

MIH PayU B.V.;

OLX Portugal S.A.;

PayU Global B.V.;

Online Latin American Payments

Mexico S de RL de CV

OLX Global B.V.;

Grupa OLX Sp.z o.o;

OLX Corporate Sp.z o.o;

OLX Online Services SRL;

Avito Holding AB;

iFood Holdings B.V.;

India Used Car Group B.V.;

Letgo Global B.V.;

Letgo USA B.V.;

Movile Mobile Commerce

Dutch law pledges over bank

accounts of the Subsidiaries

named in the previous column

held with Bank Mendes Gans

N.V.. The Dutch law pledges

have been given as part of Prosus

N.V.'s and its Subsidiaries' cash

pooling arrangements with Bank

Mendes Gans N.V. entered into in

the ordinary course of their

banking arrangements.

Not applicable – there is no fixed

principal amount of indebtedness

secured as the Dutch law pledges

have been given as security for

any debit balances from time to

time showing in the bank accounts

of the Subsidiaries named in the

first column held with Bank

Mendes Gans N.V.

0130215-0000001 BK:51319315.13 109

Holdings S.L.; OLX B.V.;

OLX India B.V.;

Wavy Global Holdings B.V.;

and

any other Subsidiary of Prosus

B.V. who accedes to the cash

pooling arrangements with Bank

Mendes Gans N.V.

0130215-0000001 BK:51319315.13 110

SCHEDULE 7

TIMETABLES

Loans in sterling Loans in euro Loans in dollars Loans in other

currencies

Company notifies the Agent of a currency

request other than a Committed Currency in

accordance with Clause 4.3 (Conditions

relating to Optional Currencies) and 6.1

(Selection of currency)

N/A N/A N/A 11am (London time)

three Business Days

before the Quotation

Day

Delivery of a duly completed Utilisation

Request (Clause 5.1 (Delivery of a Utilisation

Request)

11am (London time) one

Business Day before the

Quotation Day


Business Day before the

Quotation Day


Business Days before

the Quotation Day


Business Days before

the Quotation Day

Agent determines (in relation to a Utilisation)

the Base Currency Amount of the Loan, if

required under Clause 5.4 (Lenders'

participation) and notifies the Lenders of the

Loan in accordance with Clause 5.4 (Lenders'

participation)

promptly promptly promptly promptly

Agent receives a notification from a Lender

under Clause 6.2 (Unavailability of an

Optional Currency)

N/A N/A N/A Close of Business one

Business Day prior to

the Quotation Day

Agent gives notice in accordance with Clause

6.2 (Unavailability of an Optional Currency)

N/A N/A N/A 12pm (London time) on

the Quotation Day

LIBOR or EURIBOR is fixed Quotation Day as of

11am London time in

respect of LIBOR

Quotation Day as of

11am Brussels time in

respect of EURIBOR

Quotation Day as of

11am London time in

respect of LIBOR

Quotation Day as of

11am London time in

respect of LIBOR

0130215-0000001 BK:51319315.13 111

SCHEDULE 8

MATERIAL SUBSIDIARIES

MIH TC Holdings Limited

MIH Services FZ LLC

KEH eCommerce LLC

Avito AB

Avito Holding AB

Grupa OLX Sp.z o.o.

OLX Global B.V.

Dante International S.A.

0130215-0000001 BK:51319315.13 112

SCHEDULE 9

CONFIDENTIALITY UNDERTAKING


THIS CONFIDENTIALITY UNDERTAKING is dated [ ] and made

BETWEEN:

(1) [ ]; and

(2) [ ].

Either party (in this capacity the Purchaser) may from time to time consider acquiring an interest

from the other party (in this capacity the Seller) in the Agreement which, subject to the Agreement,

may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-

participation or any other transaction under which payments are to be made or may be made by

reference to one or more relevant Finance Documents and/or the Company or by way of investing in

or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or

other transaction (each an Acquisition). In consideration of the Seller agreeing to make available to

the Purchaser certain information in relation to each Acquisition it is agreed as follows:

1. CONFIDENTIALITY UNDERTAKING

The Purchaser undertakes in relation to each Acquisition made or which may be made by it (a) to

keep all Confidential Information which the Seller supplies to the Purchaser in relation to that

Acquisition confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2

below and to ensure that all Confidential Information which the Seller supplies to the Purchaser in

relation to that Acquisition is protected with security measures and a degree of care that would apply

to the Purchaser's own confidential information and (b) until that Acquisition is completed, to use the

Confidential Information which the Seller supplies to the Purchaser in relation to that Acquisition

only for the Permitted Purpose.3

2. PERMITTED DISCLOSURE

The Purchaser may disclose in relation to each Acquisition made or which may be made by it:

(a) to any of its Affiliates and any of its or their officers, directors, employees, professional

advisers and auditors such Confidential Information as the Purchaser shall consider

appropriate if any person to whom such Confidential Information is to be given pursuant to

this paragraph (a) is informed in writing of its confidential nature and that some or all of

such Confidential Information may be price-sensitive information except that there shall be

no such requirement to so inform if the recipient is subject to professional obligations to

maintain the confidentiality of the information or is otherwise bound by requirements of

confidentiality in relation to such Confidential Information;

3 Please note that the Permitted Purpose ceases to apply to Confidential Information supplied to the Purchaser in relation to an Acquisition

on completion of that Acquisition. However, if that Acquisition does not complete, the prospective purchaser is not permitted to use such

Confidential Information for any purpose other than the Permitted Purpose.

0130215-0000001 BK:51319315.13 113

(b) subject to the requirements of the Agreement, to any person:

(i) to (or through) whom the Purchaser assigns or transfers (or may potentially assign or

transfer) all or any of its rights and/or obligations which it may acquire under the

Agreement such Confidential Information which the Seller supplies to the Purchaser

in relation to that Acquisition as the Purchaser shall consider appropriate if the

person to whom such Confidential Information is to be given pursuant to this

subparagraph (i) of paragraph (b) has delivered a letter to the Purchaser in

equivalent form to this undertaking;

(ii) with (or through) whom the Purchaser enters into (or may potentially enter into) any

sub-participation in relation to, or any other transaction under which payments are to

be made or may be made by reference to the Agreement or the Company such

Confidential Information which the Seller supplies to the Purchaser in relation to

that Acquisition as the Purchaser shall consider appropriate if the person to whom

such Confidential Information is to be given pursuant to this subparagraph (ii) of

paragraph (b) has delivered a letter to the Purchaser in equivalent form to this

undertaking;

(iii) to whom information is required or requested to be disclosed by any governmental,

banking, taxation or other regulatory authority or similar body, the rules of any

relevant stock exchange or pursuant to any applicable law or regulation such

Confidential Information which the Seller supplies to the Purchaser in relation to

that Acquisition as the Purchaser shall consider appropriate; and

(c) notwithstanding paragraphs (a) and (b) above, Confidential Information to such persons to

whom, and on the same terms as, a Finance Party is permitted to disclose such Confidential

Information under the Agreement to which that Acquisition relates, as if such permissions

were set out in full in this undertaking for the purposes of that Acquisition and as if

references in those permissions to Finance Party were references to the Purchaser for the

purposes of that Acquisition.

3. NOTIFICATION OF DISCLOSURE

The Purchaser agrees in relation to each Acquisition made or which may be made by it (to the extent

permitted by law and regulation) to inform the Seller:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to

subparagraph (iii) of paragraph (b) above except where such disclosure is made to any of the

persons referred to in that paragraph during the ordinary course of its supervisory or

regulatory function; and

(b) upon becoming aware that Confidential Information relating to that Acquisition has been

disclosed in breach of this undertaking.

4. RETURN OF COPIES

If the Purchaser does not enter into an Acquisition and the Seller so requests in writing, the

Purchaser shall return all Confidential Information supplied to the Purchaser by the Seller in relation

to that Acquisition and destroy or permanently erase (to the extent technically practicable) all copies

of such Confidential Information made by the Purchaser and use all reasonable endeavours to ensure

that anyone to whom the Purchaser has supplied any such Confidential Information destroys or

permanently erases (to the extent technically practicable) such Confidential Information and any

copies made by them, in each case save to the extent that the Purchaser or the recipients are required

0130215-0000001 BK:51319315.13 114

to retain any such Confidential Information by any applicable law, rule or regulation or by any

competent judicial, governmental, supervisory or regulatory body or in accordance with internal

policy, or where the Confidential Information has been disclosed under subparagraph (iii) of

paragraph (b) above.

5. CONTINUING OBLIGATIONS

The obligations in this undertaking are continuing and, in particular, shall survive and remain

binding on the Purchaser in relation to each Acquisition made or which may be made by it until (a) if

the Purchaser acquires an interest in the Agreement to which that Acquisition relates by way of

novation, the date on which the Purchaser acquires such an interest; (b) if the Purchaser enters into

that Acquisition other than by way of novation, the date falling [12] months after termination of that

Acquisition; or (c) in any other case [12] months after the date on which Confidential Information in

relation to that Acquisition was supplied to the Purchaser by the Seller.

6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

The Purchaser acknowledges and agrees that, in relation to each Acquisition made or which may be

made by it:

(a) neither the Seller, nor any member of the relevant Group nor any of the Seller's or the

relevant Group's respective officers, employees or advisers (each a Relevant Person) (i)

make any representation or warranty, express or implied, as to, or assume any responsibility

for, the accuracy, reliability or completeness of any of the Confidential Information supplied

by the Seller to the Purchaser in relation to that Acquisition or any other information

supplied by the Seller to the Purchaser in relation to that Acquisition or the assumptions on

which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in

the Confidential Information supplied by the Seller to the Purchaser in relation to that

Acquisition or any other information supplied by the Seller to the Purchaser in relation to

that Acquisition or be otherwise liable to the Purchaser or any other person in respect of the

Confidential Information supplied by the Seller to the Purchaser in relation to that

Acquisition or any such information; and

(b) the Seller or members of the relevant Group may be irreparably harmed by the breach of the

terms of this undertaking and damages may not be an adequate remedy; each Relevant

Person may be granted an injunction or specific performance for any threatened or actual

breach of the provisions of this undertaking by the Purchaser.

7. ENTIRE AGREEMENT: NO WAIVER; AMENDMENTS, ETC

(a) This undertaking constitutes the entire agreement between the Seller and the Purchaser in relation to

the Purchaser's obligations regarding Confidential Information and supersedes any previous

agreement, whether express or implied, regarding Confidential Information.

(b) No failure or delay in exercising any right or remedy under this undertaking will operate as a waiver

thereof nor will any single or partial exercise of any right or remedy preclude any further exercise

thereof or the exercise of any other right or remedy under this undertaking.

(c) The terms of this undertaking and the Purchaser's obligations under this undertaking may only be

amended or modified by written agreement between the parties.

0130215-0000001 BK:51319315.13 115

8. INSIDE INFORMATION

The Purchaser acknowledges that some or all of the Confidential Information is or may be

price-sensitive information and that the use of such information may be regulated or prohibited by

applicable legislation including securities law relating to insider dealing and market abuse and the

Purchaser undertakes not to use any Confidential Information for any unlawful purpose.

9. NATURE OF UNDERTAKINGS

The undertakings given by the Purchaser in this undertaking are given to the Seller and are also

given for the benefit of the relevant Company and each other member of the relevant Group.

10. [STANDSTILL

You acknowledge and agree that neither you nor any member of your Participant Group:

(a) hold any shares in the Target or are otherwise interested in shares carrying voting rights in

the Target;

(b) will:

(i) acquire or offer to acquire, or cause any other person to acquire or to offer to

acquire, any shares in the Target or other interests in shares carrying voting rights in

the Target until the end of the offer period (as defined in the City Code) (the Offer

Period); or

(ii) enter into an agreement or arrangement (whether or not legally binding) that would

result in the acquisition of shares in the Target or other interests in shares carrying

voting rights in the Target until the end of the Offer Period,

provided that nothing in this paragraph 1.10(b) shall prevent the acquisition of shares in the

Target or other interests in shares carrying voting rights in the Target:

(i) carried out in a client-serving capacity by any part of the trading operations of any

member of your Participant Group that is a recognised intermediary within the

meaning of the City Code; or

(ii) with the consent of the Panel, by you or any member of your Participant Group as

security for a loan in the normal course of business.]/ OR

11. [INFORMATION BARRIERS

You acknowledge and agree that:

(a) you have established information barriers between you and those members of your

Participant Group which are responsible for:

(i) making decisions in relation to your or their participation in the Facility; and

(ii) trading, or making investment decisions in relation to, equity investments,

and that those information barriers comply with the minimum standards for effective

information barriers identified in Practice Statement No. 25 ("Debt Syndication During

Offer Periods") published by the Panel Executive on 17 June 2009 (the Information

Barriers); and

0130215-0000001 BK:51319315.13 116

(b) you will maintain the Information Barriers, and ensure that the Confidential Information

may not be accessed by any member of your Participant Group who holds or may acquire

shares in the Target or who is or may be otherwise interested in shares carrying voting rights

in the Target, until the end of the offer period (as defined in the City Code).]4

12. THIRD PARTY RIGHTS

(a) Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this

undertaking has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties

Act) to enforce or to enjoy the benefit of any term of this undertaking.

(b) The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 and 9 subject to and in

accordance with this paragraph 10 and the provisions of the Third Parties Act.

(c) Notwithstanding any provisions of this undertaking, the parties to this undertaking do not require the

consent of any Relevant Person to rescind or vary this undertaking at any time.

13. GOVERNING LAW AND JURISDICTION

(a) This undertaking and any non-contractual obligations arising out of or in connection with it

(including any non-contractual obligations arising out of the negotiation of any Acquisition) are

governed by English law.

(b) The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in

connection with this undertaking (including a dispute relating to any non-contractual obligation

arising out of or in connection with either this undertaking or the negotiation of any Acquisition).

14. DEFINITIONS

In this undertaking terms defined in the relevant Agreement (as defined below) shall, unless the

context otherwise requires, have the same meaning and:

Confidential Information means, in relation to each Acquisition, all information relating to the

Company, the Group, the relevant Finance Documents, [the/a] relevant Facility and/or that

Acquisition which is received by the Purchaser in relation to the relevant Finance Documents or

[the/a] relevant Facility from the Seller or any of its affiliates or advisers, in whatever form, and

includes information given orally and any document, electronic file or any other way of representing

or recording information which contains or is derived or copied from such information but excludes

information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by the

Purchaser of this undertaking; or

(b) is identified in writing at the time of delivery as non-confidential by the Seller or its

advisers; or

(c) is known by the Purchaser before the date the information is disclosed to the Purchaser by

the Seller or any of its affiliates or advisers or is lawfully obtained by the Purchaser after that

date, from a source which is, as far as the Purchaser is aware, unconnected with the relevant

4 One of these options must be included if the Confidential Information is to be provided prior to the end of the Offer Period. The first

option is intended for use where the potential lender/participant or any of its affiliates does not hold shares in the Target and is not otherwise interested in shares carrying voting rights in the offeree company. The second option is intended for use where the potential

lender/participant or any of its affiliates holds or may hold shares in the Target or is otherwise interested or may become interested in

shares carrying voting rights in the Target.

0130215-0000001 BK:51319315.13 117

Group and which, in either case, as far as the Purchaser is aware, has not been obtained in

breach of, and is not otherwise subject to, any obligation of confidentiality.

Group means, in relation to each Acquisition, the relevant Company and its subsidiaries for the time

being (as such term is defined in the Companies Act 2006).

Participant Group means you, each of your holding companies and subsidiaries and each

subsidiary of each of your holding companies (as each such term is defined in the Companies Act

2006).

Permitted Purpose means, in relation to each Acquisition, considering and evaluating whether to

enter into that Acquisition.

This undertaking has been entered into on the date stated at the beginning of this undertaking.

0130215-0000001 BK:51319315.13 118

SCHEDULE 10

INCREASE CONFIRMATION

To: [] as Agent, and [] as the Company

From: [the Increase Lender] (the Increase Lender)

Dated:


1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have

the same meaning when used in this Increase Confirmation unless given a different meaning in this

Increase Confirmation.

2. We refer to Clause 2.3 (Increase after Defaulting Lender or illegality).

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the

Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender

under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant

Commitment is to take effect (the Increase Date) is [ ].

5. On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender

for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to

in paragraph (g) of Clause 2.3 (Increase after Defaulting Lender or illegality).

8. The Increase Lender expressly confirms that it [can/cannot] exempt the Agent from the restrictions

pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions

applicable to it pursuant to any other applicable law as provided for in Clause 26.1 (Appointment of

the Agent).

9. The Increase Lender confirms that it is not a Defaulting Lender.

10. The Increase Lender confirms that it is a Professional Lender.

11. This Increase Confirmation may be executed in any number of counterparts and this has the same

effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

12. This Increase Confirmation and any non contractual obligations arising out of or in connection with

it governed by English law.

13. This Agreement has been entered into on the date stated at the beginning of this Agreement.

0130215-0000001 BK:51319315.13 119

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by

the Agent and the Increase Date is confirmed as [ ].

Agent

By:

[Signature Page to the Facility Agreement]

SIGNATORIES

[Signature pages to the Facility Agreement are not included]