Common use of Sub-participations Clause in Contracts

Sub-participations. (a) Notwithstanding Clause 24.3 (Conditions of Transfer), on or prior to the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (vii) the applicable sub-participation agreement states that the conditions above are applicable to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would be obliged to make payment to the Lender of any amount required to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurred. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. (a) Notwithstanding Clause 24.3 (Conditions of Transfer), on or prior to the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 B1, Facility B2 or Facility B2 B3 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement; (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); and; (vii) the applicable sub-participation agreement states that the conditions above are applicable to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant); and (viii) if the sub-participation is in respect of an Additional Facility, the restrictions (if any) specified in the relevant Additional Facility Notice establishing such Additional Facility Commitments are complied with, and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would be obliged to make payment to the Lender of any amount required to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurred. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. (a) Notwithstanding A Lender may, subject to this Clause 24.3 26.3, enter into sub‑participation (whether funded or unfunded), sub‑contract or similar arrangements in respect of its rights and obligations under this Agreement provided that the Lender remains liable under this Agreement in relation to those obligations (each a “Participation Arrangement”). (b) The prior consent of the Parent (such consent not to be unreasonably withheld or delayed) is required to any Participation Arrangement pursuant to the terms of which voting rights of a Lender are transferred or are capable of being transferred to the respective counterparty of a Participation Arrangement, unless the Participation Arrangement is made at a time when a Default is continuing or the Participation Arrangement is with an entity referenced in paragraph (a)(i), (ii) or (iii) of Clause 26.2 (Conditions of Transferassignment or transfer) (but subject to paragraph (b) of Clause 26.2 (Conditions of assignment or transfer) (mutatis mutandis), provided that any Participation Arrangement entered into on or prior to the Closing Date shall in all circumstances require the prior consent of the Parent (which may be given or refused in its absolute discretion). (c) In respect of any Participation Arrangement to be made following the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, Parent will be deemed given) is required for any Transfer by a to have given its consent if it has not responded within ten Business Days after the Existing Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for has requested consent. For the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after where the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect Parent to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed Participation Arrangement is required, pursuant to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) above, it shall be reasonable for the Parent to withhold consent to that Participation Arrangement if it is a Competitor or a Hostile Investor or not an entity on the Approved List. (d) The aggregate sub‑participation of Clause 24.3 each sub‑participant (Conditions when aggregated with, for this purpose, the participations, sub‑participations and all other Commitments of TransferAffiliates and Related Funds) must not be less than EUR [***] (or any provision thereof) applies;the equivalent amount in other currencies). (iie) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for For the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (vii) the applicable sub-participation agreement states that the conditions above are applicable to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) Agent shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would not be obliged to make payment to the Lender of any amount required to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurredmonitor sub‑participations. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. Subject to Section 11.8 above and except for assignment, transfer or endorsement (a) Notwithstanding Clause 24.3 (Conditions of Transfer), on or prior to the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, including for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: true sale transaction) to a participant that [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (iI) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. complies with the proposed sub-provisions of Section 11.8 relating to assignment, transfer or endorsement to a participant that is not a Qualifying Bank, no Lender shall enter into any arrangement with another person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) that is not a Qualifying Bank under which such Lender remains a Lender substantially transfers its exposure under this Agreement with all rights and obligations pertaining thereto and remains liable to that other person, unless under this Agreement and such arrangement throughout the other Finance Documents in relation to those obligations; life of such arrangement: (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (ivi) the relationship between the Lender and the proposed sub-participant that other person is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the BorrowerLender); ; (vii) the proposed sub-participant other person will have no proprietary interest in the benefit of the Finance Documents this Agreement or in any monies received by the relevant Lender under or in relation to any of the Finance Documents this Agreement; and (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (viiii) the proposed sub-participant other person will under no circumstances (Aother than permitted assignments, transfers or endorsements under Section 11.8 above) (x) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or this Agreement and (By) have otherwise have any contractual relationship with, or rights against, the Borrower Swiss Loan Parties under or in relation to this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Finance Documents Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, its other obligations under any Loan Document) to any Person except (i) to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or (ii) upon inquiry by the Swiss Federal Tax Administration claiming that a ▇▇▇▇▇▇ qualifies as more than one creditor for the purposes of the Swiss Non-Bank Rules. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent (in its capacity as sub-Agent) shall have no responsibility for maintaining a Participant Register. ▇▇▇▇▇▇▇▇ agrees that each participant shall be entitled to the benefits of the provisions in Addendum 1 attached hereto (subject to the requirements and limitations therein, including the requirements under that arrangement); and Section 7 of Addendum 1 attached hereto (vii) the applicable sub-participation agreement states it being understood that the conditions above are applicable to further sub-participations (and such provision must documentation required under Section 7 of Addendum 1 attached hereto shall be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would be obliged to make payment delivered to the participating Lender)) to the same extent as if it were a Lender of any amount required and had acquired its interest by assignment pursuant to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), Section 11.8; provided that Lender such participant shall not be entitled to receive or claim any amount greater payment under those Clauses in excess of the amount that it Addendum 1 attached hereto, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive or claim a greater payment results from a change in law that occurs after the participant acquired the applicable participation, (B) each Lender agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Addendum 1 with respect to its participant(s), (C) no such participation shall release any Lender from any of its obligations under any Loan Document and (D) if that sub-participation had not occurred. (d) Unless the Company no Event of Default has provided its prior written consent in accordance with this Clause 24.9 (which occurred and is continuing, no participant may be given, withheld, conditioned a direct competitor (whether as an operating company or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer direct or indirect parent with voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject such operating company) of the relevant sub-participation, including all voting and similar rights Borrower (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligationsas reasonably determined by Agent). (f) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. (a) Notwithstanding An Existing Lender may, subject to this Clause 24.3 28.5, enter into a sub-participation (Conditions of Transferwhether funded or unfunded), on sub-contract or similar arrangements (each a “Participation Agreement”) in respect of its rights and obligations under this Agreement provided that the Lender remains liable under this Agreement in relation to those rights and obligations or, to the extent any voting rights are transferred or are capable of being transferred by the Lender, paragraphs (b) to (d) below are complied with. (b) On or prior to the end of the Certain Funds PeriodClosing Date, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed givendiscretion) is required for to any Transfer by Participation Agreement pursuant to the terms of which any voting rights of a Lender by way are transferred or are capable of being transferred to the respective counterparty of the Participation Agreement (a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer“Voting Participation Agreement”). (bc) Notwithstanding Clause 24.3 (Conditions of Transfer), after Following the end of the Certain Funds PeriodClosing Date, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for to any Transfer by a Lender by way of a sub-participation Voting Participation Agreement unless: (i) the proposed sub-participant is not a person counterparty to whom proviso the Participation Agreement is: (A) an entity identified on the Agreed List; (B) another Lender or an Affiliate of any Lender; or (Overriding RestrictionsC) a fund which is a Related Fund of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies;an Existing Lender; or (ii) such Lender remains the Participation Agreement is entered into at a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject time when a Major Event of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it Default is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (vii) the applicable sub-participation agreement states that the conditions above are applicable to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would be obliged to make payment to the Lender of any amount required to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurredcontinuing. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement, no Voting Participation Agreement or shall be entered into at any time with a counterparty who is an Industry Competitor, a Loan to Own Investors (save, in the Finance Documentscase of Loan to Own Investors, subject to the overriding restrictions set out in Clause 24.3(b)(i)(Bwhere a Major Event of Default is continuing), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without or a Defaulting Lender unless, in each case, the prior consent of the CompanyCompany is obtained (in its absolute discretion), . (e) The consent of the Company to a Voting Participation Agreement must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time. It shall be reasonable for the Company to withhold consent if the counterparty to that Participation Agreement is an entity referred to in paragraph (d) above. (f) A request for consent under paragraphs (a) and (b) above (other than where the counterparty to the Participation Agreement is an entity identified on the Agreed List or when a Major Event of Default is continuing) shall be sent to the Company not less than 5 Business Days prior to the effectiveness of the Participation Agreement and a copy of such request shall be sent to the Sponsor at the same time as it is issued to the Company provided that the failure to notify the Sponsor shall not render the Participation Agreement ineffective. The Agent shall as soon as reasonably practicable notify the Company of any Participation Agreement made under paragraphs (a) and (b) above. (g) Each Lender that enters into a Participation Agreement with any Person (any such Person, a “Participant”) shall, acting solely for this purpose as a non-fiduciary agent of the Obligors, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Finance Documents (the “Participant Register”); provided that no Lender retains at shall have any obligation to disclose all times exclusive control over all rights and or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations in relation under any Finance Document) to any Person except to the participations and Commitments extent that are the subject such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the relevant sub-participationUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, including and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all voting and similar rights (for purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person the Agent (in relation to the exercise of any such rights and/or obligations)its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (f) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectly, any hedging and/or derivatives transactions of any kind in relation to the Target, the Target Shares and/or the Facility.

Sub-participations. (a) Notwithstanding An Existing Lender may, subject to this Clause 24.3 ‎27.6, enter into a sub-participation (Conditions of Transferwhether funded or unfunded), sub-contract or similar arrangements (each a “Participation Agreement”) in respect of its rights and obligations under this Agreement provided that the Lender remains liable under this Agreement in relation to those rights and obligations and subject to the restrictions in Clause ‎27.3 (Overriding restrictions on assignments, transfers and sub-participations)) or, to the extent any voting rights are transferred or are capable of being transferred by the Lender, paragraph ‎(b) below is complied with. (b) The prior written consent of the Company (in its sole discretion) is required to any Participation Agreement pursuant to the terms of which any voting rights of a Lender are transferred or are capable of being transferred to the respective counterparty of the Participation Agreement (a “voting sub-participation”) unless: (i) the counterparty to the Participation Agreement is: (A) any person identified on the Approved List; (B) another Lender or an Affiliate of any Lender; (C) an Affiliate or any person which is a Related Entity of that Existing Lender; or (ii) the Participation Agreement is entered into at a time when a Relevant Event of Default is continuing; (iii) no Participation Agreement shall be permitted to be entered into with any person which is a Disqualified Lender without the prior written consent of the Company (in its sole discretion). (A) any Participation Agreement entered into on or prior to the end of the Certain Funds Period, Closing Date shall in all circumstances require the prior written consent of the Company (which may be given, withheld, conditioned given or delayed refused in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligationsdiscretion); (ivB) the relationship between the Lender and Company is notified at least five (5) Business Days prior to the proposed date of the Participation Agreement in respect of that proposed voting sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower)participation; (vC) the proposed such voting sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents participation complies with Clause ‎27.3 (in its capacity as Overriding restrictions on assignments, transfers and sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangementparticipations); and (viiD) the applicable restrictions (if any) specified in the relevant Incremental Facility Notice establishing such Incremental Facility Commitments are complied with respect to that voting sub-participation agreement states provided further that, an Incremental Facility Notice may specify that some or all of the conditions above are applicable restrictions in this Clause ‎27.6 shall not apply to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisionsIncremental Facility. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at The Existing Lender shall promptly notify the time Company of any sub-participation made under paragraph ‎(i) or ‎(ii) above. (d) A Participation Agreement in relation to part of a Lender’s participation must be in an amount such that the Borrower Base Currency Amount of that L▇▇▇▇▇’s remaining participation not subject to any Participation Agreement (when aggregated with its Affiliates’ and Related Entities’ participation) in respect of Commitments or Loans made under a Facility is in a minimum amount of £1,000,000. (e) If, an Obligor would be obliged to make payment to the Lender of any amount required to be paid by the Borrower an Obligor under Clause 14 ‎16 (TaxesTax gross-up and indemnities) or Clause 15 ‎17 (Increased Costs), ) that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurred. . Each Obligor shall not be required to sustain or be responsible for any costs, expenses or charges (dincluding by way of any Tax) Unless the Company has provided its prior written consent incurred or arising in accordance with this Clause 24.9 (which may be given, withheld, conditioned relation to or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation as a consequence of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Notwithstanding anything to any other provision of this Agreement, the contrary proposed sub-participant, and any sub-participant, will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender of record’s claims under this Agreement Agreement; or (ii) otherwise have any contractual relationship with, or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectlyrights against, any hedging and/or derivatives transactions of any kind Obligor under or in relation to the Target, the Target Shares and/or the Facilitythis Agreement (in respect of or relation to such sub-participation or other arrangement).

Sub-participations. (a) Notwithstanding An Existing Noteholder may, subject to this Clause 24.3 ‎27.6, enter into a sub-participation (Conditions of Transferwhether funded or unfunded), sub-contract or similar arrangements (each a “Participation Agreement”) in respect of its rights and obligations under this Agreement provided that the Noteholder remains liable under this Agreement in relation to those rights and obligations and subject to the restrictions in Clause ‎27.3 (Overriding restrictions on assignments, transfers and sub-participations)) or, to the extent any voting rights are transferred or are capable of being transferred by the Noteholder, paragraph ‎(b) below is complied with. (b) The prior written consent of the Company (in its sole discretion) is required to any Participation Agreement pursuant to the terms of which any voting rights of a Noteholder are transferred or are capable of being transferred to the respective counterparty of the Participation Agreement (a “voting sub-participation”) unless: (i) the counterparty to the Participation Agreement is: (A) any person identified on the Approved List; (B) another Noteholder or an Affiliate of any Noteholder; (C) an Affiliate or any person which is a Related Entity of that Existing Noteholder; or (ii) the Participation Agreement is entered into at a time when a Relevant Event of Default is continuing; (iii) no Participation Agreement shall be permitted to be entered into with any person which is a Disqualified Noteholder without the prior written consent of the Company (in its sole discretion). (A) any Participation Agreement entered into on or prior to the end of the Certain Funds Period, Closing Date shall in all circumstances require the prior written consent of the Company (which may be given, withheld, conditioned given or delayed refused in its sole and absolute discretion and shall not, under any circumstances, be deemed given) is required for any Transfer by a Lender by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such Transfer. (b) Notwithstanding Clause 24.3 (Conditions of Transfer), after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations; (iii) such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligationsdiscretion); (ivB) the relationship between the Lender and Company is notified at least five (5) Business Days prior to the proposed date of the Participation Agreement in respect of that proposed voting sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower)participation; (vC) the proposed such voting sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents participation complies with Clause ‎27.3 (in its capacity as Overriding restrictions on assignments, transfers and sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangementparticipations); and (viiD) the applicable restrictions (if any) specified in the relevant Incremental Series Notice establishing such Incremental Series Commitments are complied with respect to that voting sub-participation agreement states provided further that, an Incremental Series Notice may specify that some or all of the conditions above are applicable restrictions in this Clause ‎27.6 shall not apply to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisionsIncremental Series. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at The Existing Noteholder shall promptly notify the time Company of any sub-participation made under paragraph ‎(i) or ‎(ii) above. (d) A Participation Agreement in relation to part of a Noteholder’s participation must be in an amount such that the Borrower Base Currency Amount of that Noteholder’s remaining participation not subject to any Participation Agreement (when aggregated with its Affiliates’ and Related Entities’ participation) in respect of Commitments or Notes made under a Series is in a minimum amount of £1,000,000. (e) If, an Obligor would be obliged to make payment to the Lender Noteholder of any amount required to be paid by the Borrower an Obligor under Clause 14 ‎16 (TaxesTax gross-up and indemnities) or Clause 15 ‎17 (Increased Costs), ) that Lender Noteholder shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurred. . Each Obligor shall not be required to sustain or be responsible for any costs, expenses or charges (dincluding by way of any Tax) Unless the Company has provided its prior written consent incurred or arising in accordance with this Clause 24.9 (which may be given, withheld, conditioned relation to or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation as a consequence of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (f) Notwithstanding anything to any other provision of this Agreement, the contrary proposed sub-participant, and any sub-participant, will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Noteholder of record’s claims under this Agreement Agreement; or (ii) otherwise have any contractual relationship with, or in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of a Lender from entering into, whether directly or indirectlyrights against, any hedging and/or derivatives transactions of any kind Obligor under or in relation to the Target, the Target Shares and/or the Facilitythis Agreement (in respect of or relation to such sub-participation or other arrangement).

Sub-participations. (a) Notwithstanding Clause 24.3 Up to (Conditions of Transfer), on or prior to and including) the end of the Certain Funds PeriodClosing Date, the prior written consent of the Company Parent (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed givendiscretion) is required for any Transfer Sub-Participation to be entered into by a Lender (Assignments and transfers by way of a sub-participation of any Facility unless such Transfer by way of sub-participation is by an Original Lender to any of its Affiliates or, in the case of a Term Facility only, its Related Fund provided that, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any such TransferLenders). (b) Notwithstanding Clause 24.3 After the Closing Date and subject to paragraph (Conditions c) below, no Lender shall enter into a Sub-Participation of Transfer)any or all of its rights and/or obligations under this Agreement or any other Finance Document, after the end of the Certain Funds Period, the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given except with respect to a proposed Transfer by way of sub-participation of Facility B1 or Facility B2 where such consent will be deemed to have been granted if the Company does not respond within ten (10) Business Days of receipt by the Company and each Designated Recipient of a duly completed Transfer Consent Request) is required for any Transfer by a Lender by way of a sub-participation unless: (i) the proposed sub-participant is not a person to whom proviso (B) (Overriding Restrictions) of paragraph (b) of Clause 24.3 (Conditions of Transfer) (or any provision thereof) applies; (ii) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement and the other Finance Documents in relation to those obligations;rights and/or obligations Sub-Participated; and (iiiii) such Lender either: (A) retains the unrestricted right to exercise all voting and similar rights in respect of its Commitments (the “Voting Rights”), free of any obligation to act on the instructions of any other person; or (B) prior to entering into such Sub-Participation, provides the Obligors’ Agent with details of the proposed Sub-Participation and, unless the Sub Participation is: 1. to another Lender or an Affiliate of a Lender; 2. if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or 3. made at a time when an Event of Default is continuing, obtains the prior written consent of the Parent and provides a copy of such consent to the Agent or evidence that such consent is not required pursuant to the terms of this sub-paragraph (ii). (c) Notwithstanding any other provision of this Agreement or any other Finance Document, in all times cases the prior written consent of the Parent (in its sole discretion) is required prior to any Sub Participation in favour of: (i) any person whose business is similar or related to the Group’s business (or to an Affiliate of any such person or a person acting on behalf, on the instructions or for the account of any such person); or (ii) any person that is (or would, upon becoming a Lender, be) a Defaulting Lender at the time of such Sub Participation (provided that, unless an Existing Lender has knowledge or is advised to the contrary, it shall be entitled to rely on a written statement from a New Lender that it is not, and will not become, a Defaulting Lender on the date on which it becomes a Lender under this Agreement). (d) The Parent shall be entitled to require the Finance Parties to provide information in reasonable detail regarding the identities and participations of each of the Lenders and any sub-participants under a Sub-Participation and the relevant Finance Parties shall provide such information as soon as reasonably practical after receipt of such a request, provided that a Lender shall not be required to disclose the identity of a sub-participant under a Sub-Participation if that Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant subSub-participationParticipation, including all voting and similar rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations); (iv) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or the Borrower); (v) the proposed sub-participant will have no proprietary interest in the benefit of the Finance Documents or in any monies received by the relevant Lender under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); 122 Project Meria: Senior Facilties Agreement (vi) the proposed sub-participant will under no circumstances (A) be subrogated to, or be substituted in respect of, the relevant Lender's claims under any of the Finance Documents or (B) otherwise have any contractual relationship with, or rights against, the Borrower under or in relation to any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (vii) the applicable sub-participation agreement states that the conditions above are applicable to further sub-participations (and such provision must be capable of being relied upon and directly enforceable by the Company against the relevant sub-participant), and, for the avoidance of doubt, paragraph (o) of Clause 24.3 (Conditions of Transfer) shall apply to any sub-participation which occurs in breach of these provisions. (c) Without prejudice to paragraph (o) of Clause 24.3 (Conditions of Transfer), if, as a result of laws or regulations in force or known to be coming into force at the time of any sub-participation the Borrower would be obliged to make payment to the Lender of any amount required to be paid by the Borrower under Clause 14 (Taxes) or Clause 15 (Increased Costs), that Lender shall not be entitled to receive or claim any amount under those Clauses in excess of the amount that it would have been entitled to receive or claim if that sub-participation had not occurred. (d) Unless the Company has provided its prior written consent in accordance with this Clause 24.9 (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given), no sub-participation of Commitments made pursuant to this Clause 24.9 shall confer voting or similar rights on any sub-participant and any term purporting to grant such rights shall be void and unenforceable. (e) Notwithstanding anything to the contrary in this Agreement or in the Finance Documents, subject to the overriding restrictions set out in Clause 24.3(b)(i)(B), there shall be no restrictions on non-voting sub-participations (and any such non-voting sub-participations shall be permitted without the consent of the Company), provided that any such Lender retains at all times exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant sub-participation, including all voting and similar rights Voting Rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations). (e) If the consent of the Parent is required for any Sub-Participation for all purposes under the Finance Documents that Sub-Participation shall only become effective if the prior written consent of the Parent has been granted. (f) Notwithstanding anything If any Sub-Participation is carried out in breach of this Clause 28.7, such Sub-Participation shall be void and deemed to the contrary in have not occurred. (g) An Existing Lender may not Sub Participate any of its rights or obligations under this Agreement or the other Finance Documents if as a result of such Sub Participation, an Obligor would be obliged to repay all or part of the Existing Lenders participation in the Finance Documents, nothing shall prohibit the Lenders or any Affiliate of Revolving Facility in accordance with Clause 11.1 (Illegality). (h) If a Lender from entering into, whether directly enters into a Sub Participation then that Lender is only entitled to receive payments under Clause 18 (Tax Gross Up and Indemnities) or indirectly, any hedging and/or derivatives transactions Clause 19 (Increased Costs) or paragraph 3 of any kind in relation Schedule 4 (Mandatory Cost Formula) to the Target, the Target Shares and/or the Facilitysame extent as such Lender would have been entitled to if it had not entered into such Sub Participation.