Common use of Qualifying Listing Clause in Contracts

Qualifying Listing. ratings trigger (a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Ratings Condition (as defined in paragraph (d)(ii) below) is satisfied (the “Suspension Period”) (or permanently following satisfaction of the Qualifying IPO Condition), the following obligations and restrictions shall be suspended and shall not apply: (i) the requirement to make mandatory redemptions under ‎Clause 11.2 (Disposal Proceeds); (1) the requirement to deliver an annual budget under Clause 23.4 (Budget) or any other forward looking financial information to the Noteholders (or any other Finance Party) pursuant to Clause 23.1 (Information Undertakings) and any requirement in this Agreement to provide information that is referable back to such annual budget or other forward looking financial information; and (2) the requirement to provide monthly financial statements and provide presentations to the Noteholders pursuant to Clause 23 (Information Undertakings); (iii) the requirements of Clause 25.12 (Guarantors) and any other requirement under this Agreement for any member of the Group to accede as an Additional Guarantor or provide Transaction Security; (iv) the restrictions under paragraph 1 (Asset Sales) of Schedule 14 (Restrictive Covenants); (v) the restrictions under paragraph 2 (Restricted Payments) of Schedule 14 (Restrictive Covenants) together with any other restriction under this Agreement or any other Finance Document on the distribution of dividends, return of share capital or other type of shareholder, Investor or an Affiliate of an Investor remuneration or payment; |EU-DOCS\34803319.2|| (vi) the restrictions under paragraph 3 (Incurrence of Indebtedness and issuance of preferred stock) of Schedule 14 (Restrictive Covenants); (vii) the restrictions under paragraph 7 (Transactions with Affiliates) of Schedule 14 (Restrictive Covenants); and (viii) restrictions under paragraph 9 (Passive Holding Company) of Schedule 14 (Restrictive Covenants). (b) If at any time after a Ratings Condition has been satisfied and a Ratings Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Documents that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default, provided that any such contractual commitments were entered into during the Suspension Period and not in anticipation of the Ratings Condition no longer being satisfied. All Indebtedness incurred during the Suspension Period will be deemed to have been outstanding on the date of this Agreement and included in the schedule of Indebtedness delivered as a condition precedent pursuant to Clause 4.1 (Initial conditions precedent), so that it is classified as permitted under paragraph 3.2.2 of Schedule 14 (Restrictive Covenants). (c) In respect of any amount which has not been applied in mandatory redemption of the Facilities in accordance with Clause 11 (Mandatory redemption) as a result of the Ratings Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the redemption would have been required had the Ratings Condition not been satisfied, the failure to apply the Released Amounts in redemption shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 25.22, the “Release Condition” means satisfaction of the following conditions (or, in each case, if an Event of Default is continuing on such date, as and from the first date thereafter on which no Event of Default is continuing):

Qualifying Listing. ratings trigger (a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Ratings Condition (as defined in paragraph (d)(ii) below) is satisfied (the “Suspension Period”) (or permanently following satisfaction of the Qualifying IPO Condition), the following obligations and restrictions shall be suspended and shall not apply: (i) the requirement to make mandatory redemptions under ‎Clause Clause 11.2 (Disposal Proceeds); (1) the requirement to deliver an annual budget under Clause 23.4 (Budget) or any other forward looking financial information to the Noteholders (or any other Finance Party) pursuant to Clause 23.1 (Information Undertakings) and any requirement in this Agreement to provide information that is referable back to such annual budget or other forward looking financial information; and (2) the requirement to provide monthly financial statements and provide presentations to the Noteholders pursuant to Clause 23 (Information Undertakings); (iii) the requirements of Clause 25.12 (Guarantors) and any other requirement under this Agreement for any member of the Group to accede as an Additional Guarantor or provide Transaction Security; (iv) the restrictions under paragraph 1 (Asset Sales) of Schedule 14 (Restrictive Covenants); (v) the restrictions under paragraph 2 (Restricted Payments) of Schedule 14 (Restrictive Covenants) together with any other restriction under this Agreement or any other Finance Document on the distribution of dividends, return of share capital or other type of shareholder, Investor or an Affiliate of an Investor remuneration or payment; |EU-DOCS\34803319.2||; (vi) the restrictions under paragraph 3 (Incurrence of Indebtedness and issuance of preferred stock) of Schedule 14 (Restrictive Covenants); (vii) the restrictions under paragraph 7 (Transactions with Affiliates) of Schedule 14 (Restrictive Covenants); and (viii) restrictions under paragraph 9 (Passive Holding Company) of Schedule 14 (Restrictive Covenants). (b) If at any time after a Ratings Condition has been satisfied and a Ratings Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Documents that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default, provided that any such contractual commitments were entered into during the Suspension Period and not in anticipation of the Ratings Condition no longer being satisfied. All Indebtedness incurred during the Suspension Period will be deemed to have been outstanding on the date of this Agreement and included in the schedule of Indebtedness delivered as a condition precedent pursuant to Clause 4.1 (Initial conditions precedent), so that it is classified as permitted under paragraph 3.2.2 of Schedule 14 (Restrictive Covenants). (c) In respect of any amount which has not been applied in mandatory redemption of the Facilities in accordance with Clause 11 (Mandatory redemption) as a result of the Ratings Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the redemption would have been required had the Ratings Condition not been satisfied, the failure to apply the Released Amounts in redemption shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 25.22, the “Release Condition” means satisfaction of the following conditions (or, in each case, if an Event of Default is continuing on such date, as and from the first date thereafter on which no Event of Default is continuing):