AMENDMENT AND RESTATEMENT AGREEMENT relating to a REVOLVING FACILITY AGREEMENT originally dated 14 October 2020 (as amended and restated pursuant to an amendment and restatement

(1)

RED FOOTBALL LIMITED (registration number 5370076) (the “Company”); and

(2)

SANTANDER UK PLC as agent of the other Finance Parties (the “Agent”).

(A)

By a revolving facility agreement dated 14 October 2020 (as amended and restated pursuant to an amendment and restatement agreement dated 4 March 2021 and as further amended and/or amended and restated from time to time) (the “Facility Agreement”) between, among others, the Company and Santander UK plc as Original Lender and Agent, the Original Lender agreed to make available a revolving facility to Manchester United Football Club Limited as Borrower, on the terms and conditions set out in the Facility Agreement.

(B)

Pursuant to Clause 2.4 (Obligors’ Agent) of the Facility Agreement, each Obligor (other than the Company) irrevocably appointed the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorised the Company to effect amendments, supplements and variations to the Finance Documents notwithstanding that they may affect an Obligor, without further reference to or the consent of that Obligor.

(C)

The parties to this Amendment and Restatement Agreement wish to amend and restate the Facility Agreement to reflect certain changes agreed between them.

(D)

Pursuant to clause 41.2 (Required consents) of the Facility Agreement, the Agent has been irrevocably authorised and instructed by the Majority Lenders to enter into this Amendment and Restatement Agreement.

1.

DEFINITIONS AND INTERPRETATION

(a)

Unless otherwise expressly stated herein, in this Amendment and Restatement Agreement a reference to a “Clause” or a “Schedule” is a reference to a Clause or a

(b)

Clause 1.2 (Construction) of the Facility Agreement will be deemed to be set out in full in this agreement, mutatis mutandis, but as if references in that clause to the Facility Agreement were references to this Amendment and Restatement Agreement.

(c)

It is agreed that this Amendment and Restatement Agreement constitutes a Finance Document for the purposes of the Facility Agreement and a Pari Passu Debt Document under and as defined in the Intercreditor Agreement.

2.

AMENDMENT AND RESTATEMENT

2.1

With effect on and from the Effective Date the Facility Agreement shall be amended and restated in the form set out in Schedule 2 (Amended and Restated Facility Agreement) so that the rights and obligations of the Parties relating to their performance on and after the Effective Date under the Facility Agreement shall be governed by, and construed in accordance with, the terms of the Restated Facility Agreement.

2.2

The Facility Agreement is amended only to the extent set out in the Restated Facility Agreement. In all other respects the terms of the Finance Documents remain in full force and effect.

3.

REPRESENTATIONS AND WARRANTIES

4.

EFFECTIVE DATE

4.1

The provisions of Clause 2 (Amendment and Restatement) of this Amendment and Restatement Agreement shall come into effect on the Effective Date when the Agent has confirmed in writing to the Company that (i) it has received or (ii) it has waived the requirement to receive, unless stated otherwise in form and substance satisfactory to the Agent (acting reasonably), all of the documents and evidence referred to in Schedule 1 (Conditions Precedent to the Effective Date) to this Amendment and Restatement Agreement. The Agent shall provide such confirmation to the Company and the Lenders promptly upon being so satisfied.

4.2

If the Effective Date does not occur on or before the date falling 30 Business Days after the date of this Amendment and Restatement Agreement or such later date as the Company and the Agent may agree, then this Amendment and Restatement Agreement shall lapse and be of no further effect and none of the parties to this Amendment and Restatement Agreement shall be under any liability under this Amendment and Restatement Agreement (save in respect of Clause 5 (Fees and Expenses), Clause 8 (Third Party Rights) and Clause 9 (Governing Law)).

5.

FEES AND EXPENSES

6.

CONSENT OF THE GUARANTORS

(a)

in each such Finance Document, a reference to the “Agreement” or “Facility

(b)

nothing contained in this Amendment and Restatement Agreement shall discharge the liability of any Obligor to meet any of its obligations under any Finance Document;

(c)

each Finance Document remains in full force and effect and each Obligor’s obligations, including but not limited to any Security and/or guarantee created or given by an Obligor, under the Finance Documents continue to be legal, valid and binding and enforceable subject to the Legal Reservations and Perfection Requirements;

(d)

the guarantee in Clause 23 (Guarantee and Indemnity) in the Facility Agreement and, on and from the Effective Date, the Restated Facility Agreement, (in each case, including without limitation the continuation of each Guarantor’s payment and performance obligations thereunder upon) and the enforceability of such guarantee against such Guarantor in accordance with its terms; and

(e)

acknowledges and agrees that the entry by the Agent (on the instructions of the Majority Lenders) into this Amendment and Restatement Agreement shall not be construed as to establish or indicate any course of dealing on the part of the Finance Parties including the providing of any notice or the requesting of any consent, acknowledgement or confirmation not otherwise expressly provided for in any Finance Document with respect to any future amendment, waiver, restatement supplement or other modification of any Finance Document.

7.

MISCELLANEOUS

7.1

The provisions of Clause 37 (Notices), Clause 39 (Partial Invalidity), Clause 40 (Remedies and Waivers) and Clause 46 (Enforcement) of the Facility Agreement shall apply to this Amendment and Restatement Agreement as if set out in this Amendment and Restatement Agreement, mutatis mutandis, but as if references in those Clauses to the Facility Agreement were references to this Amendment and Restatement Agreement.

7.2

This Amendment and Restatement Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single instrument, and which counterparts may be delivered by electronic means (including .pdf format).

7.3

The parties hereto intend this Amendment and Restatement Agreement shall take effect as a deed, notwithstanding that a party to it may only execute it under hand.

8.

THIRD PARTY RIGHTS

8.1

Unless expressly provided to the contrary in this Amendment and Restatement Agreement, and other than the Finance Parties, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 (or any analogous provision under any applicable law) to enforce or enjoy the benefit of any term of this Amendment and Restatement Agreement.

8.2

Notwithstanding any term of this Amendment and Restatement Agreement, the consent of any person who is not a party is not required to amend, rescind or otherwise vary this Amendment and Restatement Agreement at any time.

9.

GOVERNING LAW

1.

CORPORATE AUTHORISATIONS

(a)

A copy of a resolution of the board of directors of the Company:

(i)

approving the terms of, and the transactions contemplated by, this Amendment and Restatement Agreement and resolving that it execute, deliver and perform this Amendment and Restatement Agreement;

(ii)

authorising a specified person or persons to execute this Amendment and Restatement Agreement on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Amendment and Restatement Agreement.

(b)

A specimen of the signature of each person authorised by the resolution referred to in paragraph (a) above in relation to this Amendment and Restatement Agreement and related documents.

(c)

A certificate of an authorised signatory of the Company certifying that its constitutional documents as previously delivered to the Agent and each copy document relating to it specified in this Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Amendment and Restatement Agreement.

2.

TRANSACTION DOCUMENTS

(1)

RED FOOTBALL LIMITED (registered number 5370076) (the “Company”);

(2)

MANCHESTER UNITED FOOTBALL CLUB LIMITED (registered number 00095489) (“MUFC”) as original borrower (the “Original Borrower”);

(3)

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

(4)

THE FINANCIAL INSTITUTION listed in Part 2 of Schedule 1 (The Original Parties) as lender (the “Original Lender”);

(5)

SANTANDER UK PLC as agent of the other Finance Parties (the “Agent”); and

(6)

BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL DESIGNATED ACTIVITY COMPANY) as security trustee for the Secured Parties (the “Security Trustee”).

1.

DEFINITIONS AND INTERPRETATION

(a)

the Agent:

(i)

giving a notice of acceleration pursuant to, and in accordance with, paragraph (a)(ii) or (a)(iv) (but only if such notice relates to the enforcement of Transaction Security) of Clause 28.9 (Acceleration); or

(ii)

having previously placed any part of the Facility on demand pursuant to, and in accordance with, paragraph (a)(iii) of Clause 28.9 (Acceleration), making a demand for payment as referred to therein, which notice or demand has not been withdrawn, cancelled or otherwise ceased to have effect; or

(b)

any amount becoming immediately and automatically due and payable pursuant to paragraph (b) of 28.9 (Acceleration) unless prior to such amount becoming immediately and  automatically due and payable the operation of paragraph (b) of Clause 28.9 (Acceleration) is waived by the Majority Lenders.

(a)

a bank or financial institution which has a rating for its unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency;

(b)

any Finance Party or an Affiliate of a Finance Party; or

(c)

any other bank or financial institution approved by the Agent (acting reasonably).

(a)

in relation to the consolidated financial statements of the Group, IFRS; and

(b)

in relation to any member of the Group, generally accepted accounting principles in the jurisdiction of incorporation of the relevant member of the Group or IFRS.

(a)

any subscription for shares in the capital of the Company or capital contribution to the Company that does not result in the occurrence of a Change of Control; and/or

(b)

any debt advanced to the Company by any direct or indirect Holding Company of the Company or any Investor Affiliate provided after the Closing Date and subordinated on the terms of the Intercreditor Agreement as Subordinated Liabilities (as defined therein) or on other terms acceptable to the Agent (acting reasonably).

(a)

the Base Currency Amount of its participation in any outstanding Utilisations; and

(b)

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

(a)

the UK bank levy as set out in the Finance ▇▇▇ ▇▇▇▇;

(b)

the German bank levy as set out in the German Restructuring Fund Act 2010 (Restrukturierungsfondsgesetz) (as amended);

(c)

the French taxe bancaire de risque systémique as set out under article 235 ter ZE of the French Tax Code; and

(d)

any other levy or tax of a similar nature in force (or formally announced) as at the date of this Agreement and imposed in any jurisdiction by reference to the assets or liabilities of a financial institution or other entity carrying out financial transactions and in relation to which a Lender would reasonably be able to quantify the relevant cost of compliance as at the date of this Agreement.

(a)

a day (other than a Saturday or Sunday) on which banks are open for general business in London; and

(b)

(in relation to:

(i)

any date for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

(ii)

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

(a)

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b)

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating which:

(i)

matures within one year after the relevant date of calculation; and

(ii)

is not convertible or exchangeable to any other security, provided that the relevant issuer or guarantor is rated at least BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by ▇▇▇▇▇’▇ Investor Services Limited;

(c)

open market commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer incorporated in the US, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)

which matures within one year after the relevant date of calculation; and

(iv)

which has a credit rating of either BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its unsecured and non credit enhanced debt obligations, an equivalent rating;

(d)

sterling bills of exchange issued eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or any dematerialised equivalent);

(e)

investments accessible within 30 days in money market funds which:

(i)

have a credit rating of either BBB or higher by Standard & Poor’s Rating Services, BBB or higher by Fitch Ratings or Baa2 or higher by Moody’s Investor Services Limited; and

(ii)

invest substantially all their assets in securities of the types described in paragraphs (a) to (e) above; or

(f)

any other debt security approved by the Majority Lenders,

(a)

a Note Change of Control as defined in Schedule 15 (Restrictive Covenants); or

(b)

where the Original Investors cease to, directly or indirectly, beneficially hold in aggregate issued share capital having the right to cast more than 30 per cent of the votes capable of being cast at a general meeting of the Company; or

(c)

where any shareholder or group of shareholders acting in concert (other than the Original Investors) acquire (directly or indirectly) issued share capital having the right to cast a greater percentage of the votes capable of being cast at a general meeting of the Company than is, directly or indirectly, beneficially held in aggregate by the Original Investors.

(a)

in relation to the Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b)

in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement.

(a)

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

(b)

specifies a calculation methodology for that rate; and

(c)

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

(a)

any member of the Group, any Investor Affiliate or any of their respective advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group, any Investor Affiliate or any of their respective advisers or in breach of any duty of confidentiality,

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality); or

(ii)

is identified in writing at the time of delivery as non-confidential by any member of the Group, any Investor Affiliate or any of their respective advisers; or

(iii)

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

(iv)

any Funding Rate.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

(a)

which has failed to make its participation in a Loan available or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(i)

its failure to pay is caused by:

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the other Lenders that this is the case.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

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

(b)

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

(c)

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

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

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

(a)

MUTV;

(b)

Alderley Urban Investments Limited (a company incorporated in England and Wales with registered number 03132053);

(c)

each member of the New Holdco Group;

(d)

provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, a Restricted Subsidiary formed solely for the purpose of holding one or more assets or properties that are to be financed, in whole or in part, with Indebtedness (as defined in Schedule 15 (Restrictive Covenants)) incurred pursuant to paragraph (f) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) if the only assets and properties (other than assets that are de minimis in value) owned by such Restricted Subsidiary are financed, in whole or in part, with Indebtedness incurred pursuant to paragraph (f) of Clause 3.2 (Incurrence of Indebtedness and

(e)

provided that such Restricted Subsidiary has been designated by the Company by written notice to the Agent as an Excluded Subsidiary, any Person that becomes a Restricted Subsidiary after the Closing Date as a result of the acquisition of such Person by a Restricted Subsidiary of the Company (other than Red Football Junior Limited) where such Person will have outstanding, following the consummation of such acquisition, Indebtedness as defined in Schedule 15 (Restrictive Covenants) permitted to be incurred pursuant to paragraph (n) of Clause 3.2 (Incurrence of Indebtedness and Issuance of Preferred Stock) of Schedule 15 (Restrictive Covenants) and such Person would be required to obtain the consent of the holders of such Indebtedness to become an Additional Guarantor or grant Transaction Security, for so long as any such Indebtedness remains outstanding and an obligation of such Person (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Person, such Person shall cease to be an Excluded Subsidiary and shall, subject to the Agreed Security Principles, become an Additional Guarantor (to the extent it would otherwise be required to do so)).

(a)

the English law debenture dated 29 January 2010 between the Company, Red Football Junior Limited, MUL, MUFC and MUF and originally ▇.▇. ▇▇▇▇▇▇ Europe Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee) (the “Existing Debenture”);

(b)

the English law mortgage dated 29 January 2010 between MUL and originally ▇.▇. ▇▇▇▇▇▇ Europe Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);

(c)

the English law mortgage dated 29 January 2010 between MUFC and originally ▇.▇. ▇▇▇▇▇▇ Europe Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);

(d)

the English law mortgage dated 23 April 2010 between MUL and originally ▇.▇. ▇▇▇▇▇▇ Europe Limited (and subsequently replaced, on or about the 2015 Closing Date, by the Security Trustee);

(e)

the English law supplemental debenture dated 26 June 2015 between the Company, Red Football Junior Limited, MUL, MUFC and MUF and the Security Trustee;

(f)

the English law supplemental mortgage dated 26 June 2015 between MUL and the Security Trustee;

(g)

the English law supplemental mortgage dated 26 June 2015 between MUFC and the Security Trustee;

(h)

the English law mortgage dated 26 June 2015 between MUL and the Security Trustee;

(i)

the English law security agreement (charge over registered shares) dated 31 July 2015 between MUL and the Security Trustee;

(j)

the English law supplemental mortgage dated 1 July 2017 between MUFC and the Security Trustee; and

(k)

the English law supplemental mortgage dated 4 July 2018 between MUFC and the Security Trustee.

(a)

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

(b)

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

(a)

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

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

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

(a)

monies borrowed or raised (other than Subordinated Shareholder Funding and/or Additional Shareholder Funding);

(b)

any amount raised by acceptance under any acceptance credit facility or by a bill discounting or factoring credit facility;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract or other agreement which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account, together with the effect of any applicable netting arrangement);

(g)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h)

any amount raised by the issue of shares in the Company or any other member of the Group which is not held by another member of the Group which by their terms are redeemable (mandatorily or at the holder’s option);

(i)

any amount of any liability under an advance or deferred purchase agreement in respect of a fixed asset if such agreement was demonstrably entered into primarily as a method of raising finance;

(j)

any amount raised under any other transaction (including any forward sale or purchase agreement but not in relation to deferred payments for players) having the commercial effect of a borrowing; and

(k)

the amount of any liability in respect of any guarantee or indemnity or similar assurance against financial loss for any of the items referred to in the preceding paragraphs of this definition.

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document or expresses an intention to do so;

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d)

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

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question and the Agent has notified the Company and the Lenders that this is the case.

(a)

the proposed Increase Date specified in the relevant Increase Confirmation; and

(b)

the date on which the Agent executes the relevant Increase Confirmation.

(a)

who in the ordinary course of business is in direct competition with the Group (which shall include Unrestricted Subsidiaries for the purposes of the definition of Industrial Competitor only) in any of its business activities carried on by the Group (including, without limitation, any owner of, controlling shareholder or any shareholder who has the right to appoint a director to the board (or equivalent body) of any professional football club); or

(b)

who has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting (or equivalent) of an entity which falls within paragraph (a) above or who holds beneficially more than 50 per cent. of the issued share capital (or equivalent) of an entity which falls within paragraph (a) above (any such person, a “Competitor Shareholder”), any Affiliate of a Competitor Shareholder, any trust of which a Competitor Shareholder or any of its Affiliates is a trustee, any partnership of which a Competitor Shareholder or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, a Competitor Shareholder or any of its Affiliates.

(a)

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

(b)

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

(c)

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

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home

(e)

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

(i)

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

(ii)

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

(f)

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

(g)

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

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(i)

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

(j)

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

(k)

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

(a)

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, inventions, knowhow and other intellectual property rights and interests (which may on or after the date of this Agreement subsist), whether registered or unregistered; and

(b)

the benefit of all applications and rights to use such assets of each member of the Group (which may on or after the date of this Agreement subsist).

(a)

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

(b)

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

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d)

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)

the principle that an English court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f)

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(g)

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

(h)

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

(a)

the Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders),

(a)

(for the purposes of paragraph (a) of Clause 41.2 (Required consents) in the context of a waiver in relation to a proposed Utilisation of the condition in Clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Commitments aggregate 66²/₃ per cent. or more of the Total Commitments; and

(b)

(in any other case), a Lender or Lenders whose Commitments aggregate 66²/₃ per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 66²/₃ per cent. or more of the Total Commitments immediately prior to that reduction).

(a)

which has or is reasonably likely to have a material adverse effect on the business, assets of the Group (taken as a whole) or financial condition of the Group (taken as a whole); or

(b)

which has or is reasonably likely to have a material adverse effect on the ability of the Group (taken as a whole) to perform its payment obligations under the Finance Documents; or

(c)

which, subject to the Legal Reservations and Perfection Requirements, affects the validity or the enforceability of any of the Transaction Security Documents in a manner which is reasonably likely to materially adversely affect the interests of the Finance Parties and, if capable of remedy, is not remedied within 20 Business Days of the earlier of the Company becoming aware of the issue or being given notice of the issue by the Agent.

(a)

the Company;

(b)

any other Obligor; and

(c)

any member of the Group (other than an Excluded Subsidiary) which:

(i)

has earnings before interest, tax, depreciation and amortisation (calculated on an unconsolidated basis and excluding intra-Group items but otherwise on the same basis as Consolidated EBITDA) representing five per cent. or more of Consolidated EBITDA (but excluding intra-Group items and the earnings before interest, tax, depreciation and amortisation of Excluded Subsidiaries); or

(ii)

has gross assets (excluding intra-Group items and calculated on an unconsolidated basis) representing five per cent. or more of the gross assets of the Group (excluding intra-Group items and the gross assets of the Excluded Subsidiaries); and

(d)

a member of the Group (that is not an Excluded Subsidiary) that is the direct Holding Company of any company that is a Material Company pursuant to paragraphs (b) or (c) above.

(a)

unconditional (other than customary drawdown conditions, as determined by the Company, comprising (x) compliance with repeating representations (if applicable), (y) a no default, no event of default or acceleration event condition and (z) illegality provisions (if applicable)) and committed;

(b)

in place with an Acceptable Bank (which for this purpose shall include any lender under the Existing Facility Agreement as at the date of this Agreement); and

(c)

offered to the Original Borrower as sole or joint borrower.

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end,

(a)

the retail, merchandising, apparel, intellectual property licencing and soccer school business (excluding, for the avoidance of doubt, any ticket sales (including season tickets) and match day concessions, parking or hospitality);

(b)

any sponsorship contracts and/or arrangements entered into after the date of this Agreement or any other similar business; and/or

(c)

the digital, media and mobile or any other similar business (excluding, for the avoidance of doubt, (i) any centrally negotiated broadcasting rights with the Premier League (in relation to domestic and international television and radio broadcasting rights) and UEFA (in relation to European club competition television and radio broadcasting rights) and (ii) any domestic cup television and radio broadcasting rights),

(a)

in relation to the Company, its consolidated audited financial statements for its Financial Year ended 30 June 2019;

(b)

in relation to MUL, its audited financial statements for its Financial Year ended 30 June 2019;

(c)

in relation to MUFC, its audited financial statements for its Financial Year ended 30 June 2019;

(d)

in relation to MUF, its audited financial statements for its Financial Year ended 30 June 2019;

(e)

in relation to Red Football Junior Limited, its audited financial statements for its Financial Year ended 30 June 2019; and

(f)

in relation to any other Obligor, its audited financial statements (if any) delivered to the Agent as required by Clause 31 (Changes to the Obligors).

(a)

the Principals (as defined in Schedule 15 (Restrictive Covenants)); and

(b)

any Related Party (as defined in Schedule 15 (Restrictive Covenants)) of any Principal.

(a)

an amalgamation, merger, demerger, voluntary liquidation, consolidation, reorganisation, winding up or corporate restructuring or reconstruction of a member of the Group or involving the business, operations, assets or shares of (or other interests in) any member of the Group or any other transfer or disposition of the business, operations, assets or shares of (or other interests in) any member of the Group (a “Reorganisation”), in each case, on a solvent basis, where:

(i)

all of the assets of that member remain within the Group and the value or percentage of any minority interest in any member of the Group held by any person which is not a member of the Group is not increased; and

(ii)

if its assets or the shares in it were subject to security in favour of the Lenders immediately prior to such Reorganisation, the Company certifies that the Lenders (taken as a whole) will, subject to the Agreed Security Principles, enjoy the same or substantially equivalent guarantees from such member of the Group (or its successor, if any) and the same or substantially equivalent security over the same assets (except the shares in the entity that is not the successor entity, provided that the shares in the successor entity (if any) are subject to equivalent security) and over the shares in it (or in each case its successor, if any) after such Reorganisation (ignoring for the purpose of assessing such equivalency any limitations in Clause 23 (Guarantee and Indemnity) and/or required in accordance with the Agreed Security Principles and any new or restarted hardening periods);

(b)

any Reorganisation and/or any other step, action and/or event undertaken by any member of the Group to enable, facilitate and/or implement any of the following:

(i)

the establishment, formation and/or organisation of any member of the New Holdco Group;

(ii)

the transfer, assignment or novation by MUL and/or any other member of the Group of all or any portion of the New Holdco Business and/or any related arrangements or assets (including goodwill) to any member of the New Holdco Group, including the transfer of employees and/or relevant partner or supplier contracts; and/or

(iii)

the transfer, assignment or novation of MUTV and/or MU Interactive (including its assets) or all or any portion of the business of MUTV and/or MU Interactive and/or any related arrangements or assets (including goodwill) to

(A)

(1) New Holdco shall, at all times, remain the direct or indirect Holding Company of the New Holdco Subsidiaries; and (2) subject to the Agreed Security Principles, Security shall be granted over 65% of New Holdco’s shares (measured by the total combined voting power of the issued and outstanding voting shares);

(B)

New Holdco and Sponsorship Newco shall, at all times, remain Restricted Subsidiaries;

(C)

any direct or indirect Holding Company of Sponsorship Newco that is also a Subsidiary of New Holdco, shall, at all times, remain a Restricted Subsidiary;

(D)

any Subsidiary that is formed as a Subsidiary of Sponsorship Newco primarily for the purpose of undertaking any sponsorship contracts and/or arrangements of the Group (which, for the purposes of this sub-paragraph, shall include any Unrestricted Subsidiaries) and/or the first team of MUFC, shall, at all times, remain a Restricted Subsidiary (a “Sponsorship Subsidiary”);

(E)

any member of the Group and any member of the New Holdco Group that enters into or, as the case may be, has transferred, assigned or novated to it any sponsorship contracts and/or arrangements, shall, at all times, remain a Restricted Subsidiary;

(F)

there shall be no transfer, assignment, novation, amendment, modification, restatement, extension or replacement (prior to the expiration of their respective terms) of the Specified Contracts or any other sponsorship contracts and/or arrangements entered into by any member of the Group prior to the date of this Agreement that results in any member of the New Holdco Group becoming a party to or entitled to compensation, rights or benefits under any such Specified Contract or other such sponsorship contract and/or arrangement; and

(G)

to the extent there is any transfer, assignment or novation of any sponsorship contracts and/or arrangements entered into by any member of the Group on or after the date of this Agreement to the New Holdco Group, such sponsorship contracts and/or arrangements shall be transferred, assigned or novated (as applicable) to a member of the Group, Sponsorship Newco and/or a Sponsorship Subsidiary only (for the avoidance of doubt, any member of the Group may enter into sponsorship contracts and/or arrangements from time to time);

(c)

any action or reorganisation permitted by Clause 7 (Merger, Consolidation, etc) of Schedule 15 (Restrictive Covenants); or

(d)

any other reorganisation of one or more members of the Group approved by the Agent acting on the instructions of the Majority Lenders (acting reasonably),

(a)

incurred for or in connection with Taxes and administrative activities desirable to maintain Tax status in its jurisdiction of incorporation;

(b)

in connection with making claims (and the receipt of any related proceeds) for rebates or indemnification in respect of Taxes;

(c)

in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

(d)

arising under the issue of fully paid shares at par to its shareholders in an amount not exceeding £1,000,000 (or its equivalent) in aggregate at any time;

(e)

arising from the payment of fees, costs and expenses, stamp, registration, land and other Taxes incurred in connection with the Transaction Documents;

(f)

arising from entering into and performing any rights or obligations in respect of (i) agreements with rating agencies and (ii) engagement letters and reliance letters in respect of legal, accounting and other advice or reports received or commissioned by it, in each case, in relation to transactions which are not prohibited by this Agreement;

(g)

incurred as a result of operation of law; or

(h)

permitted by the Agent (acting on the instructions of the Majority ▇▇▇▇▇▇▇ (acting reasonably)).

(a)

its jurisdiction of incorporation;

(b)

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c)

any jurisdiction where it conducts a material part of its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

(a)

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b)

the applicable Credit Adjustment Spread.

(a)

is agreed in writing by the Company and the Agent (acting on the instructions of the Majority ▇▇▇▇▇▇▇);

(b)

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

(c)

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

(a)

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

(b)

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

(c)

in the same currency as the maturing Loan; and

(d)

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

(a)

any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State, or by the United Nations Security Council, the European Union or any EU member state or any other relevant sanction authority of any jurisdiction in which a member of the Group conducts its business;

(b)

any Person located, operating, organized or resident in a Sanctioned Country; or

(c)

any Person owned or directly or indirectly controlled by any such Person or Persons.

(a)

the fair value of the assets of such US Obligor and its Subsidiaries, on a consolidated basis, exceeds the debts and liabilities, subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, on a consolidated basis;

(b)

the present fair saleable value of the assets of such US Obligor and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, on the debts and other liabilities, subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, as such debts and other liabilities become absolute and matured;

(c)

such US Obligor and its Subsidiaries, on a consolidated basis, are able to pay the debts and liabilities, subordinated, contingent or otherwise, of such US Obligor and its Subsidiaries, as such debts and liabilities become absolute and matured; and

(d)

such US Obligor and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which such US Obligor and its Subsidiaries, on a consolidated basis, have unreasonably small capital.

(e)

For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability as determined in good faith by the Company.

(a)

from (and including) its effective date, the sponsorship agreement dated 18 June 2014 between adidas (UK) Limited and MUFC (as may be amended and/or restated, novated, modified or supplemented from time to time) (the “adidas Agreement”) or any replacement or successor contract thereof; and

(b)

(i) the global sponsorship agreement dated 27 July 2011 between MUFC and General Motors Holdings LLC and (ii) the shirt sponsorship agreement dated 26 July 2012 between MUFC and General Motors Holdings LLC or, in each case, any replacement or successor contract thereof.

(a)

is permitted or not prohibited under Schedule 15 (Restrictive Covenants) or any applicable term of this Agreement; or

(b)

is made with the approval of the Majority Lenders.

(a)

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

(b)

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

(a)

a Borrower which is resident for tax purposes in the US or otherwise treated as a United States person (or a disregarded entity whose owner is a United States person) for US federal income tax purposes; or

(b)

an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

(a)

any value added tax imposed by the Value Added Tax ▇▇▇ ▇▇▇▇;

(b)

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

(c)

any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b) above, or imposed elsewhere (including, for the avoidance of doubt, any tax levied in accordance with the Value Added Tax Act 1994).

(a)

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

(b)

in relation to any other applicable Bail-In Legislation:

(i)

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

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(i)

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

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction

(a)

Unless a contrary indication appears a reference in any Finance Document to:

(i)

“Bank of America Europe Designated Activity Company” is a reference to its successor in title Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company (including, without limitation, its branches) pursuant to and with effect from the merger between Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Limited and Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company that takes effect in accordance with Chapter II, Title II of Directive (EU) 2017/1132 (which repeals and codifies the Cross-Border Mergers Directive (2005/56/EC)), as implemented in the United

(ii)

the “Agent”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Trustee” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Trustee, any person for the time being appointed as Security Trustee or Security Trustees in accordance with the Finance Documents;

(iii)

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent (acting reasonably);

(iv)

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

(v)

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

(vi)

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

(vii)

“including” means including without limitation and “includes” and “included” shall be construed accordingly;

(viii)

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

(ix)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(x)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law being one with which it is the practice of the relevant person to comply with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xi)

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

(xii)

a time of day is a reference to London time;

(xiii)

words in the singular include the plural, and in the plural include the singular;

(xiv)

the “date of this Agreement” (as referred to in this Agreement only) means 14 October 2020; and

(xv)

the “equivalent” in any currency (the “first currency”) of any amount in another currency (the “second currency”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the London foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances).

(b)

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

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

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

(e)

For the avoidance of doubt, it is agreed that any Default or Event of Default arising from a failure to deliver a document or perform an act within a period of time or on or by a specified date shall be capable of remedy and shall cease to be continuing once that document has been delivered or act performed.

(f)

For the avoidance of doubt and without prejudice to the provisions of Schedule 15 (Restrictive Covenants) and Schedule 16 (Additional Events of Default), in the context of Clause 24 (Representations), Clause 27 (General Undertakings) or Clause 28 (Events of Default)) a reference to an amount (or its equivalent in another currency or currencies) shall be determined by reference to the rate of exchange (determined in accordance with the definition of equivalent pursuant to paragraph (a)(xiv) above) on the date of commitment, incurrence or making of a particular disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action and any subsequent exchange rate fluctuation shall not cause a Default or an Event of Default or the breach of any provision of Clause 27 (General Undertakings) or misrepresentation in respect of any provision of Clause 24 (Representations).

(g)

Unless specifically provided to the contrary a reference to “Subsidiary” or “Material Company” or “member of the Group” excludes each Unrestricted Subsidiary.

(h)

Without limiting the definition of “Accounting Principles”, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Original Financial Statements of the Company for all purposes of this Agreement, notwithstanding any change in the Accounting Principles relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes.

(i)

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

(j)

Any RFR Supplement overrides anything in:

(i)

Schedule 18 (RFR Terms); or

(ii)

any earlier RFR Supplement.

(k)

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

(i)

Schedule 19 (Daily Non-Cumulative Compounded RFR Rate); or

(ii)

any earlier Compounding Methodology Supplement.

(l)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

1.3

Currency Symbols and Definitions

1.4

Terms defined in the Restrictive Covenants Schedule

1.5

Third party rights

(a)

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

(b)

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

2.1

The Facility

2.2

Increase

(a)

The Company may by giving prior notice to the Agent after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender in accordance with Clause 11.5 (Right of cancellation in relation to a Defaulting Lender); or

(ii)

the Commitments of a Lender in accordance with Clause 11.1 (Illegality), request that the Total Commitments be increased (and the Total Commitments shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(A)

the increased Commitments will be assumed by one or more Lenders or other persons (each an “Increase Lender”) selected by the Company including, without limitation, any Investor Affiliate (so long as any such assumption by any Investor Affiliate is in compliance with and treated as a debt purchase transaction the subject of Clause 30 (Restriction on Debt Purchase Transactions)) and each of which confirms (in its absolute discretion) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments. For the avoidance of doubt, a Lender is not under any obligation to assume any increase in its commitment;

(B)

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

(C)

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

(D)

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

(E)

any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or any later

(b)

An increase in the Total Commitments pursuant to this Clause 2.2 will only be effective on the execution by the Agent of an Increase Confirmation from the relevant Increase Lender, which the Agent shall execute promptly on request, provided that:

(i)

the Increase Confirmation is duly completed, appears on its face to comply with the terms of this Agreement and is delivered in accordance with the terms of this Agreement; and

(ii)

the Agent is satisfied that is has complied with all necessary “know your customer”, USA PATRIOT Act or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

(c)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(d)

Unless the Agent otherwise agrees, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.3 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 29.5 (Procedure for transfer) and if the Increase Lender was a New Lender.

(e)

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

(f)

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

(g)

Clause 29.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

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

(h)

The Finance Parties shall be required to enter into any amendment to the Finance Documents (including, without limitation, in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security) required by the Company in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the Security Trustee are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Company).

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

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

(c)

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

(a)

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Deed irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

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

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company, and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

(a)

No Borrower may deliver a Utilisation Request unless the Agent has received (or waived the requirement to receive on the instructions of the Majority Lenders or is otherwise satisfied (acting reasonably) that it will receive such documents and evidence on or prior to the first Utilisation Date) (i) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) (other than the document listed in paragraphs 4(a) and 4(e) in Part 1 of Schedule 2 (Conditions Precedent)), in form and substance satisfactory to the Agent (acting reasonably) and (ii) all of the documents and other evidence listed in paragraphs 4(a) and 4(e) in Part 1 of Schedule 2 (Conditions Precedent) which, for the avoidance of doubt, will not have to be in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b)

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

(a)

in the case of any Utilisation other than a Rollover Loan:

(i)

no Default is continuing or would result from the proposed Utilisation; and

(ii)

the Repeating Representations to be made by each Obligor are true in all respects by reference to the facts then subsisting or, in the case of such Repeating Representations which are not otherwise subject to a materiality threshold or qualification in accordance with their terms, are correct in all material respects; and

(b)

in the case of a Rollover Loan, no Acceleration Event has occurred.

(a)

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 10 Loans would be outstanding.

(b)

Any Separate Loan shall not be taken into account in this Clause 4.3.

(a)

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

(i)

it identifies the Borrower of the Loan;

(ii)

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

(iii)

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

(iv)

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

(b)

Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Utilisation may be requested in each subsequent Utilisation Request.

(a)

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

(b)

The amount of the proposed Utilisation must be a minimum of £1,000,000 or, if less, the Available Facility in relation to the relevant Facility.

(a)

If the conditions set out in this Agreement have been met, and subject to Clause 10.1 (Repayment of Loans), each Lender shall make its participation in each Loan available on the Utilisation Date through its Facility Office.

(b)

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(a)

Subject to paragraph (c) below, each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

(b)

Without prejudice to each Borrower’s obligation under paragraph (a) above, if:

(i)

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

(A)

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

(B)

in the same currency as the maturing Loan; and

(C)

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

(ii)

the proportion borne by each ▇▇▇▇▇▇’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that ▇▇▇▇▇▇’s participation in the new Loans to the aggregate amount of those new Loans, the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:

(I)

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

(1)

the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(2)

each Lender’s participation (if any) in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that ▇▇▇▇▇▇’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans available in cash; and

(II)

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

(1)

the relevant Borrower will not be required to make any payment in cash; and

(2)

each Lender will be required to make its participation in the new Loans available in cash only to the extent that its participation (if any) in the new Loans exceeds that ▇▇▇▇▇▇’s participation (if any) in the maturing Loan and the remainder of that ▇▇▇▇▇▇’s participation in the new Loans shall be treated as having been made

(c)

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

(d)

A Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving five Business Days’ prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e)

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

(f)

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

(a)

that ▇▇▇▇▇▇ shall promptly notify the Agent upon becoming aware of that event and the Agent shall promptly notify the Company after receiving such notice;

(b)

upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately reduced and cancelled to the extent necessary to comply with applicable laws or avoid the relevant unlawfulness; and

(c)

to the extent that the Lender’s participation has not been transferred pursuant to Clause 41.5 (Replacement or repayment of Lender), each Borrower shall repay that ▇▇▇▇▇▇’s reduced or cancelled participation in the Utilisations made to that Borrower (or procure the transfer of that ▇▇▇▇▇▇’s participation at par to another Lender willing to accept such transfer) on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that ▇▇▇▇▇▇’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

(a)

A Borrower to which a Utilisation has been made may, if it or the Company gives the Agent not less than five RFR Banking Days’ (or such shorter period of at least three RFR Banking Days as the Majority Lenders may agree) prior notice, prepay the whole or any party of any Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of £1,000,000), provided that otherwise than where such prepayment is made on (A) on the last day of an Interest Period, (B) the applicable Termination Date for the relevant Facility and/or (C) the date the relevant Facility is repaid and cancelled in full, there may be no more than four voluntary prepayments made by the Borrowers in each 12-month period to prepay the whole or any part of any Loan.

(b)

A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the applicable Available Facility is zero).

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 18.2 (Tax gross-up);

(ii)

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

(iii)

any Lender invokes Clause 16.2 (Market disruption),

(A)

require the transfer or assignment in accordance with this Agreement of all (but at par only) of that ▇▇▇▇▇▇’s Commitments and participations in the Utilisations to a person nominated by the Company willing to accept that transfer or assignment in accordance with paragraph (c) below; or

(B)

give the Agent notice of cancellation of all or any part of the Commitments of that Lender and the Company’s intention to procure the repayment of all of that ▇▇▇▇▇▇’s participations in the Utilisations, whereupon the relevant part of the Commitments of that Lender shall immediately be reduced to zero.

(b)

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan and that ▇▇▇▇▇▇’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

(c)

If paragraph (a)(A) above applies, the Company may on 10 Business Days’ prior notice to the Agent and that ▇▇▇▇▇▇, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all

(d)

The replacement of a Lender pursuant to paragraph (c) above shall be subject to the following conditions:

(i)

the Company shall have no right to replace the Agent;

(ii)

neither the Agent nor any Lender shall have any obligation to find a Replacement Lender;

(iii)

in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (c) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(e)

A Lender shall perform the checks described in paragraph (d)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (c) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

(a)

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of the Available Commitments in relation to each Facility of that Lender.

(b)

On the notice referred to in paragraph (a) above becoming effective, the Available Commitments in relation to each Facility of the Defaulting Lender shall immediately be reduced to zero.

(c)

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

(a)

the Company shall promptly notify the Agent upon becoming aware of a Change of Control and the Agent shall promptly notify the Lenders thereafter (the “Agent’s Notice”); and

(b)

provided that such request is made prior to the date falling 30 days after the date of the Agent’s Notice, if any Lender so requires:

(i)

the Agent shall promptly notify the Company (the “Notice to the Company”) that the Commitment of that Lender shall be cancelled on the date falling 30 days (or if such date is not a Business Day, the next Business Day) after the date of the Notice to the Company; and

(ii)

the Commitment of that Lender will be cancelled and that ▇▇▇▇▇▇’s participation in all outstanding Utilisations, together with accrued interest and all other amounts accrued to that Lender under the Finance Documents, shall become due and payable, and shall be repaid in full, in each case, on the date falling 30 days (or if such date is not a Business Day, the next Business Day) after the date of the Notice to the Company.

(a)

Subject to paragraph (b) below, any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 (Illegality, Voluntary Prepayment and Cancellation), shall (subject to the terms of those Clauses) be irrevocable (unless otherwise agreed by the Majority Lenders) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)

In the event that the Borrower or the Company delivers, in relation to a voluntary prepayment and/or cancellation only, a conditional notice and/or revocable notice of cancellation and/or prepayment under this Agreement (which, for the avoidance of doubt, it shall be permitted to do), unless the Borrower or the Company (as applicable) gives notice to the Agent of at least one Business Day prior to the date on which the cancellation and/or prepayment was to be made, the Borrower or the Company (as applicable) shall be liable for any Break Costs if the relevant cancellation and/or prepayment is not made.

(a)

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

(i)

Margin; and

(ii)

Compounded Reference Rate for that day.

(b)

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

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 14.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)

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

(i)

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

(ii)

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

(c)

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

(a)

The Agent shall promptly upon an Interest Payment being determinable, notify:

(i)

the relevant Borrower of that Interest Payment;

(ii)

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

(iii)

the relevant Lenders and the relevant Borrower of:

(A)

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

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to that Loan (provided that, for the avoidance of doubt, the Agent shall have no obligation to notify any Party of a Market Disruption Rate on or prior to the relevant Reporting Day and the Agent shall not be responsible or liable for any damages, costs or losses whatsoever as a result of providing any Market Disruption Rate).

(b)

Other than with respect to any Interest Payment determined pursuant to Clause 16.3 (Cost of funds), the Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

(c)

The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Loan to which Clause 16.3 (Cost of funds) applies.

(d)

This Clause 14.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

(a)

A Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b)

If a Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (a) above, the relevant Interest Period will be the period specified in the RFR Terms.

(c)

Subject to this Clause 15, a Borrower may select an Interest Period of any period specified in the RFR Terms or, in any case, of any other period agreed between the relevant Borrower and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan).

(d)

An Interest Period for a Loan shall not extend beyond the relevant Termination Date.

(e)

A Loan has one Interest Period only.

(f)

No Interest Period shall be longer than six Months.

(a)

there is no RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Loan; and

(b)

“Cost of funds will apply as a fallback” is specified in the RFR Terms, Clause 16.3 (Cost of funds) shall apply to that Loan for that Interest Period.

(a)

a Market Disruption Rate is specified in the RFR Terms; and

(b)

before the Reporting Time the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

(a)

If this Clause 16.3 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b)

If this Clause 16.3 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders (other than any Defaulting Lenders) and the Company, be binding on all Parties.

(d)

If this Clause 16.3 applies pursuant to Clause 16.2 (Market disruption) and:

(A)

a Lender’s Funding Rate is less than the relevant Market Disruption Rate; or

(B)

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

(e)

Subject to paragraph (d) above, if this Clause 16.3 applies but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

(f)

If this Clause 16.3 applies the Agent shall, as soon as is practicable, notify the Company.

16.4

Break Costs

(a)

If an amount is specified as Break Costs in the RFR Terms, each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

17.

FEES

17.1

Commitment fee

(a)

The Company shall pay (or shall procure the payment of) to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate per annum of 50 per cent. of the applicable Margin on that ▇▇▇▇▇▇’s Available Commitment under the Facility from (and including) the date of this Agreement to (and including) the last day of the Availability Period.

(b)

The accrued commitment fee is payable:

(i)

on the last day of each successive period of three Months which ends during the Availability Period;

(ii)

on the last day of the Availability Period; and

(iii)

on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

(c)

No commitment fee is payable prior to the Closing Date or unless the Closing Date occurs.

(d)

No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

17.2

Upfront fee

17.3

Security Trustee fee

18.

TAX GROSS-UP AND INDEMNITIES

18.1

Definitions

(a)

where it relates to a UK Treaty Lender that is the Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that ▇▇▇▇▇▇’s name in Part 2 of Schedule 1 (The Original Parties), and

(i)

where the Borrower is the Original Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(ii)

where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower; or

(b)

where it relates to a UK Treaty Lender that is a New Lender, an Increase Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that UK Treaty Lender in the relevant Transfer Certificate, Assignment Agreement, Increase Confirmation, and

(i)

where the Borrower is a Borrower as at the relevant Transfer Date or Increase Date is filed with HM Revenue & Customs within 30 days of that Transfer Date (or date on which the increase in Commitments described in the relevant Increase Confirmation takes effect); or

(ii)

where the Borrower is not a Borrower as at the relevant Transfer Date or Increase Date, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower.

(a)

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)

a Lender:

(A)

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the CTA; or

(B)

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance;

(ii)

a Lender which is:

(A)

a company resident in the United Kingdom for United Kingdom tax purposes;

(B)

a partnership each member of which is:

(1)

a company so resident in the United Kingdom; or

(2)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(C)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)

a UK Treaty Lender; or

(b)

a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.

(a)

a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

(a)

is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;

(b)

does not carry on a business in the United Kingdom through a permanent establishment with which that ▇▇▇▇▇▇’s participation in the Loan is effectively connected; and

(c)

fulfils any other conditions which must be fulfilled under the UK Treaty by residents of that UK Treaty State for such residents to obtain full exemption from taxation on interest imposed by the jurisdiction of incorporation of the Borrower, subject to the completion of procedural formalities.

(a)

is a US Person;

(b)

is not a US Person but is entitled to complete exemption from withholding of US federal income tax on interest payable to it in respect of a Loan or Commitment;

(c)

is a US Treaty Lender; or

(d)

would have fallen within either paragraph (a), (b) or (c) above but for any change after the date of this Agreement (or, if later, the date on which such Lender became a Lender) in (or in the interpretation, administration or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority.

(a)

is treated as a resident of a US Treaty State for the purposes of the US Treaty;

(b)

does not carry on a business in the United States through a permanent establishment with which that ▇▇▇▇▇▇’s participation in the Loan is effectively connected; and

(c)

fulfils any other conditions which must be fulfilled under the US Treaty by residents of that US Treaty State for such residents to obtain full exemption from taxation on interest or other amounts payable under this Agreement imposed by the United States subject to the completion of procedural formalities.

18.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c)

Subject to the limitations and exclusions herein, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

(A)

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(B)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

(A)

the relevant Lender has not given a Tax Confirmation to the Company; and

(B)

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(iv)

the relevant Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (i) or (j) below.

(e)

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due:

(i)

that Lender has not complied with its obligations under paragraph (f) below;

(ii)

that Lender was not a US Qualifying Lender on the date it first became a Lender; or

(iii)

that Lender is not or has ceased to be a US Qualifying Lender.

(f)

Each US Qualifying Lender shall submit to the Borrower and the Agent two duly completed and signed copies of the relevant Withholding Form on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of such Borrower or the Agent, as applicable, or on or before the expiration, obsolescence or invalidity of any previously delivered Withholding Form). The Agent shall submit to the Borrower properly completed copies of Withholding Forms certifying that it is either a US Person, a “US branch” within the meaning of US Treasury Regulation Section 1.1441-1(b)(2)(iv)(A) or a “Qualifying Intermediary” that assumes primary withholding responsibility under Chapter 3 and Chapter 4 of the Code and for Form 1099 reporting and backup withholding) and update such form (to the extent it is legally entitled to do so) from time to time thereafter upon the request of such Borrower or the Agent, as applicable, or on or before the expiration, obsolescence or invalidity of any previously delivered Withholding Form.

(g)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(h)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(i)

Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction and, in particular, a Treaty Lender

(A)

a UK Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties); and

(B)

a New Lender or Increase Lender that is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes,

(j)

If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (i)(ii) above and:

(i)

a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii)

a Borrower making a payment to that ▇▇▇▇▇▇ has made a Borrower DTTP Filing in respect of that Lender but:

(A)

that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(B)

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing;

(C)

HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or expired,

(k)

If a UK Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (i)(ii) above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that ▇▇▇▇▇▇’s Commitment(s) or its participation in any Utilisation unless the Lender otherwise agrees.

(l)

A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

(m)

A UK Non-Bank lender which becomes a Party on the day on which this Agreement is entered into gives a Tax Confirmation to the Company by entering into this Agreement.

(n)

A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any change in the position from that set out in the Tax Confirmation.

18.3

Tax indemnity

(a)

The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 18.2 (Tax gross-up); or

(B)

would have been compensated for by an increased payment under Clause 18.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or (e) of Clause 18.2 (Tax gross-up) applied;

(C)

relates to a FATCA Deduction required to be made by a Party;

(D)

is attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy); or

(iii)

with respect to any failure to make a Tax Deduction on account of Tax imposed by the United States from a payment to a Lender in respect of a Loan, if on the date on which the payment falls due paragraph (e)(i), (ii) or (iii) of Clause 18.2 (Tax gross-up) applied to the Lender concerned.

(c)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 18.3, notify the Agent.

18.4

Tax Credit

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

18.5

Lender Status Confirmation

(a)

Each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor incorporated in the United Kingdom, after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i)

not a Qualifying Lender;

(ii)

a Qualifying Lender (other than a UK Treaty Lender); or

(iii)

a UK Treaty Lender.

(b)

In addition, each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor that is a US Person (for the avoidance of doubt, including each of the Company and the Original Borrower), after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, whether or not it is a US Qualifying Lender (other than a US Treaty Lender) or a US Treaty Lender.

(c)

If a New Lender or Increase Lender fails to indicate its status in accordance with this Clause 18.5 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender or US Qualifying Lender (as appropriate) until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 18.5.

18.6

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA

18.7

Stamp taxes

18.8

VAT

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

Any reference in this Clause 18.8 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such

18.9

FATCA Information

(a)

Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)

If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i)

where a Borrower is a US Tax Obligor and the relevant Lender is the Original Lender, the Closing Date;

(ii)

where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

(iii)

the date a new US Tax Obligor accedes as a Borrower; or

(iv)

where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

(A)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h)

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

19.

INCREASED COSTS

19.1

Increased costs

(a)

Subject to Clause 19.3 (Exceptions) the Company shall, within five Business Days of a written demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date it became a Party to this Agreement;

(ii)

compliance with any law or regulation made after the date it became Party to this Agreement;

(iii)

the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV; or

(iv)

application of, or compliance with, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith.

(b)

In this Agreement:

(i)

“Increased Costs” means (without double counting):

(A)

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(B)

an additional or increased cost; or

(C)

a reduction of any amount due and payable under any Finance Document,

(ii)

“Basel III” means:

(A)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”; and

(iii)

“CRD IV” means:

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

(B)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

19.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 19.1 (Increased costs) shall as soon as reasonably practicable notify the Agent of the event giving rise to the claim and whether it intends to make a claim, following which the Agent shall promptly notify the Company.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of Increased Cost) confirming the amount of its Increased Costs.

19.3

Exceptions

(a)

Clause 19.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

attributable to a FATCA Deduction required to be made by a Party;

(iii)

compensated for by Clause 18.3 (Tax indemnity) (or would have been compensated for under Clause 18.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 18.3 (Tax indemnity) applied);

(iv)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation or any terms of the Finance Documents;

(v)

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

(vi)

attributable to the implementation or application of, or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) but only to the extent that the relevant Increased Cost can be calculated with sufficient accuracy by the relevant Finance Party as at the date it became Party to this Agreement; or

(vii)

attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy).

(b)

In this Clause 19.3 reference to a “Tax Deduction” has the same meaning given to the term in Clause 18.1 (Definitions).

20.

OTHER INDEMNITIES

20.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

20.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence or wilful breach of any Finance Document by that Finance Party alone); or

(d)

a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

20.3

Indemnity to the Agent

(a)

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i)

investigating any event which it reasonably believes is a Default;

(ii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

(iii)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; and

(b)

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s fraud, gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

21.

MITIGATION BY THE LENDERS

21.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality), Clause 18 (Tax Gross-Up and Indemnities) or Clause 19.1 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

21.2

Limitation of liability

(a)

The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 21.1 (Mitigation).

(b)