Common use of Market Flex Clause in Contracts

Market Flex. (a) Subject to the following paragraphs, during the period from the date of this letter to the date following Syndication on which the Syndication Date has occurred, the Arrangers may (after consultation in good faith with the Company for a maximum of three Business Days) amend the economic terms of the Facility Agreement as follows, if the Arrangers consider that such changes are advisable in order to enhance the prospects of a Successful Syndication: (i) increase the Initial Margin with respect to the Facility provided that the increase in such Initial Margin does not exceed (the "Facility Pricing Flex"); Execution Version (ii) increase the Margin Ratchet at each interval with respect to the Facility provided that the increase in such Margin Ratchet at each interval does not exceed (the "Margin Ratchet Flex"); and (iii) increase the aggregate Upfront Fee by (such increase the "Additional Upfront Fees") and such Additional Upfront Fees may be applied to either or both of the Signing Date Upfront Fee and/or the Drawdown Date Upfront Fee, provided that the Additional Upfront Fees will in good faith be offered to all Lenders on a pro rata basis, (any step under this paragraph (a "Market Flex"). (b) The Arrangers shall notify the Company of the fees paid or to be paid to each of the potential syndicate members as part of the Syndication of the Facility. (c) Additional Upfront Fees, if any, shall be paid on each Drawdown Date. (d) The exercise of any Market Flex right described above will take effect upon the appropriate Finance Parties and the Company entering into appropriate documentation to amend the Finance Agreement in form and substance satisfactory to the Company and the Arrangers provided that the Company and the Arrangers have acted in good faith and used all reasonable endeavours to agree such amendments to the Finance Documents as soon as reasonably practicable following a request from the Arrangers or the Company and in any event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendments. (e) There are no market flex rights or other flex rights (including any structural flex rights) in respect of the Facility other than as set out above.

Market Flex. 3.1 Subject to the limitations in this Clause 3, during the Syndication Period, the Majority Underwriters shall be entitled to: (a) Subject increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex"); (b) increase the Margin on the whole amount of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or (c) on one occasion, following paragraphsthe Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the date Closing Date to and excluding the first anniversary of this letter the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the date following Syndication on which the Syndication Date has occurred"Flex Rights") if, the Arrangers may (after consultation Majority Underwriters reasonably determine in good faith with and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to the Company for a maximum of three Business Daysin writing by such Underwriters, by reference to the Agreed Syndication Strategy) amend the economic terms of the Facility Agreement as follows, if the Arrangers consider that such changes are advisable necessary in order to enhance the prospects of a Successful Syndication:Syndication and that a Successful Syndication would not otherwise be achieved on the current terms, provided that the Majority Underwriters shall consult with the Company for a period of not less than five Business Days prior to any exercise of Flex Rights other than the exercise of Flex Rights pursuant to paragraph 3.5 (such period commencing only upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance of doubt, any exercise of Flex Rights available to be exercised prior to the date on which Successful Syndication is achieved may be exercised in increments and on more than one occasion and subject to the terms and limitations set out in this paragraph 3.1. 3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calculated by reference to the interest which would have accrued on the amount being prepaid between the date of prepayment and the Make-Whole Date discounted by the sum of gilts (ihaving a maturity equal to the period between the date of prepayment and the Make-Whole Date and calculated by way of interpolation if necessary) increase plus 0.50%. 3.3 The Fee Flex, Margin Flex and the Initial Margin Structural Flex shall cease to apply after the date that Successful Syndication is achieved and no Underwriter shall be entitled to exercise any of their rights with respect to the Fee Flex, the Margin Flex or the Structural Flex after such date. 3.4 The Underwriters shall not be entitled to exercise any of their rights under paragraph EXECUTION VERSION 3.5 In the event that Successful Syndication has not been achieved prior to the Syndication Long Stop Date the Majority Underwriters may exercise any Flex Rights then available to them pursuant to paragraph 3.1 and (i) in relation to any Fee Flex, solely in relation to their residual held Commitments in the relevant Facility provided that the increase in or Facilities at such Initial Margin does not exceed (the "Facility Pricing Flex"); Execution Version time and (ii) increase the in relation to any Margin Ratchet at each interval with respect Flex, solely in relation to the Facility provided or Facilities in respect of which they continue to hold residual Commitments and further subject to the limitations of sub-paragraphs 3.1 (a) to (c) above. 3.6 Upon any exercise of Flex Rights under paragraph 3.1 above, the financial covenant ratio levels in the Facilities Agreement shall be adjusted to the extent required in accordance with paragraph 3.9 below in order to ensure that, following application of such flex, the agreed headroom reflected in the original financial covenant ratio levels set out in the Facilities Agreement is preserved having regard to the higher cost of debt and higher net debt resulting from the operation of such flex. 3.7 If the Upfront Fee is increased as a result of the exercise of the Fee Flex on or after the Closing Date, the amount of such increase will be payable on the earlier of (i) the date falling on the last day of the Syndication Period and (ii) the date falling 10 days after the date on which the Majority Underwriters determine that the Upfront Fee shall be so increased in accordance with the terms of this letter. 3.8 If the Margin applicable to any Facility is increased as a result of the exercise of the Margin Flex and the first utilisation of the relevant Facility has already occurred, such increase in the Margin shall be effective from the earlier of (i) the commencement of the next Interest Period applicable to the relevant Facility and (ii) expiry of the Syndication Period. 3.9 The Company, the Mandated Lead Arrangers and the Underwriters agree to act promptly to execute or to procure that its Affiliate executes (in each case in its capacity as Lender) such Margin Ratchet at each interval does not exceed (documentation as is required to amend the "Margin Ratchet Flex"); andFinance Documents to: (iiia) increase reflect any changes which the aggregate Upfront Fee by (such increase the "Additional Upfront Fees") and such Additional Upfront Fees may be applied Majority Underwriters are entitled to either or both of the Signing Date Upfront Fee and/or the Drawdown Date Upfront Fee, provided that the Additional Upfront Fees will make in good faith be offered to all Lenders on a pro rata basis, (any step under accordance with this paragraph (a "Market Flex").3; and/or (b) The Arrangers shall notify enable any amendments to the Company Finance Documents which are necessary to reflect any changes contemplated in this paragraph 3 to be effected with the consent of the fees paid or to be paid to each of the potential syndicate members as part of the Syndication of the Facility. (c) Additional Upfront Fees, if any, shall be paid on each Drawdown Date. (d) The exercise of any Market Flex right described above will take effect upon the appropriate Finance Parties Majority Underwriters and the Company entering into appropriate Company, provided in each case that such documentation to amend the Finance Agreement is in form and substance satisfactory to the Company and the Arrangers provided that the Company Majority Lenders, in each case acting reasonably and the Arrangers have acted in good faith and used all reasonable endeavours to agree such amendments to the Finance Documents as soon as reasonably practicable following a request from the Arrangers or the Company and in any event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendmentsfaith. (e) 3.10 There are no market flex rights or other flex rights (including any structural flex rights) Flex Rights in respect of relation to the Facility Facilities other than as set out above.. 10210140492-v8 - 3 - 70-41019368

Market Flex. (a) Subject During the Syndication Period, the Arranger may take any of the steps referred to in Schedule 1 (Facility B Flex Items) (the “Flex Items”), provided that the cumulative Annual Cost Increase of Facility B as a result of exercising Pricing Flex does not exceed per cent. (the “Facility B Yield Cap”); and (b) subject to the following paragraphs, during the period from the date of this letter to the date following Syndication on which the Syndication Date has occurred, the Arrangers may (after consultation in good faith with the Company for a maximum of three Business Days) amend the economic terms of the Facility Agreement as follows, if the Arrangers consider that such changes are advisable in order to enhance the prospects of a Successful Syndicationconditions and restrictions: (i) increase the Initial Margin Arranger may only exercise a Flex Item if, based on feedback (which may be by way of pre-soundings after the Syndication Period has commenced) from potential syndicate members (excluding Affiliates) approached by the Arranger in accordance with respect the Agreed Syndication Strategy, the Arranger determines (acting reasonably and in good faith), and confirms to the Company in writing, that: (A) the Arranger cannot at such time achieve a Successful Syndication on the original terms; (B) such market flex changes are necessary to achieve a Successful Syndication in accordance with the Agreed Syndication Strategy; and (C) as a result of exercising such Flex Item, the Arranger reasonably expects to be able to syndicate an increased amount of Facility provided that the increase in such Initial Margin does not exceed B to syndicate members (the "Facility Pricing Flex"other than Affiliates); Execution Version; (ii) increase the Arranger may only exercise the Flex Items during the Syndication Period, but may do so on any number of occasions, provided that the conditions to exercising such Flex Items are satisfied on each such occasion taking into account the cumulative effect of the exercise of that Flex Item and all previously exercised Flex Items; (iii) the Arranger may only exercise any Pricing Flex if, prior to invoking such changes, they have first offered to pay away (or transfer the relevant Commitment at a discount after deducting the OID Fee in respect of such facility) to potential syndicate members (other than Affiliates), and (to the extent such offer is accepted) do in fact so pay away or transfer at a discount (on their accession to the Finance Documents or, if later, on the Closing Date), a fee of not less than the aggregate of the entire amount of the OID Fee; (iv) the exercise of Pricing Flex shall be conditional upon the amendment of each financial covenant or definition in order to ensure that, following application of the relevant Pricing Flex, the headroom from EBITDA projected in the model reflected in the original level of such financial covenant or definition is preserved having regard to the higher borrowing costs and net debt resulting from the operation of the Pricing Flex; (v) if the Margin in respect of Facility B is increased as a result of the application of Facility B Margin Flex, the Margin levels as set out in the Margin Ratchet at each interval with respect shall be adjusted accordingly (but without any adjustment to the ratio levels); (vi) the Arranger must use its reasonable endeavours to exercise Facility provided that the increase B OID Flex in such preference to Facility B Margin Ratchet at each interval does not exceed (the "Margin Ratchet Flex"); and (iiivii) increase the aggregate Upfront Fee by (such increase Arranger and its Affiliates shall be entitled to the "Additional Upfront Fees") and such Additional Upfront Fees may be applied to either or both benefit of the Signing Date Upfront Additional OID Fee and/or in respect of their Commitments under the Drawdown Date Upfront Feerelevant Facility (other than their respective Facility B Minimum Hold), provided that but only if the Additional Upfront Fees will in good faith be offered to all Lenders on a pro rata basis, (any step under other requirements of this paragraph 4.5 (a "Market Flex"). (bincluding the Facility B Yield Cap) The Arrangers shall notify the Company of the fees paid or to be paid to each of the potential syndicate members as part of the Syndication of the Facilityhave been complied with. (c) The Additional Upfront Fees, if any, OID Fees shall be paid on each Drawdown Datethe later of the Closing Date and the date falling five Business Days after the Arranger has notified the Company that the Additional OID Fees are payable, provided that no Additional OID Fee shall be payable unless any Facility has been utilised. (d) The exercise of any Market Flex right described above will take effect upon the appropriate Finance Credit Parties and the Company entering shall enter into appropriate amendment documentation to amend the Finance Agreement in form and substance reasonably satisfactory to the Company Arranger and the Arrangers provided that Company to reflect the Company and the Arrangers have acted changes referred to in good faith and used all reasonable endeavours to agree such amendments to the Finance Documents paragraph 4.5 above as soon as reasonably practicable following a request from the Arrangers Arranger or the Company and in any event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendmentsCompany. (e) There are no market flex rights or other flex rights (including any structural flex rights) in respect of the Facility other than as set out (or referred to) above. (f) At your option (a) any Additional Facility B OID Fee may be funded by drawings of the Revolving Facility and/or (b) by notice to the Arranger, the size of the Revolving Facility may be increased in an amount necessary to fund up to the entire amount of such Additional Facility B OID Fees, which increase shall be deemed to be part of the aggregate committed amount of the applicable Revolving Facility for all purposes of the Finance Documents.

Market Flex. (a) Subject to the following paragraphs, during the period from the date of this letter to the date following Syndication on which the Syndication Date has occurred, the Arrangers may (after consultation in good faith with the Company for a maximum of three Business Days) amend the economic terms of the Facility Agreement as follows, if the Arrangers consider that such changes are advisable in order to enhance the prospects of a Successful Syndication: (i) increase the Initial Margin with respect to the Facility provided that the increase in such Initial Margin does not exceed 0.1% (the "Facility Pricing Flex"); Execution Version (ii) increase the Margin Ratchet at each interval with respect to the Facility provided that the increase in such Margin Ratchet at each interval does not exceed 0.1% (the "Margin Ratchet Flex"); and (iii) increase the aggregate Upfront Fee by 0.1% (such increase the "Additional Upfront Fees") and such Additional Upfront Fees may be applied to either or both of the Signing Date Upfront Fee and/or the Drawdown Date Upfront Fee, provided that the Additional Upfront Fees will in good faith be offered to all Lenders on a pro rata basis, (any step under this paragraph (a "Market Flex"). (b) The Arrangers shall notify the Company of the fees paid or to be paid to each of the potential syndicate members as part of the Syndication of the Facility. (c) Additional Upfront Fees, if any, shall be paid on each Drawdown Date. (d) The exercise of any Market Flex right described above will take effect upon the appropriate Finance Parties and the Company entering into appropriate documentation to amend the Finance Agreement in form and substance satisfactory to the Company and the Arrangers provided that the Company and the Arrangers have acted in good faith and used all reasonable endeavours to agree such amendments to the Finance Documents as soon as reasonably practicable following a request from the Arrangers or the Company and in any event within 5 Business Days of such written request and in accordance with paragraph 4 of the Commitment Letter. No consent, amendment or other fee will be required to be paid by the Company or any member of the Group in connection with any such documentation or amendments. (e) There are no market flex rights or other flex rights (including any structural flex rights) in respect of the Facility other than as set out above.