Dated 5 April 2022 SENIOR FACILITIES AGREEMENT BETWEEN ORCA BIDCO LIMITED AS COMPANY ARRANGED BY HSBC UK BANK PLC and LLOYDS BANK PLC and PDL EUROPE HOLDINGS LP AS MANDATED LEAD ARRANGERS WITH LLOYDS BANK PLC ACTING AS AGENT AND LLOYDS BANK PLC ACTING...

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Schedule 1 The Original Parties

Schedule 2 Conditions precedent

Schedule 3 Requests and Notices

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Accession Deed

Schedule 7 Form of Resignation Letter

Schedule 8 Form of Compliance Certificate

Schedule 9 Timetables

Schedule 10 Agreed Security Principles

Schedule 11 Form of Increase Confirmation

Schedule 12 Forms of Notifiable Debt Purchase Transaction Notice

Schedule 13 Form of Incremental Facility Notice

Schedule 14 Form of Incremental Facility Lender Certificate

Schedule 15 Reference Rate Terms

Schedule 16 Daily Non-Cumulative Compounded RFR Rate

Schedule 17 Cumulative Compounded RFR Rate

Schedule 18 Material Companies as at the Closing Date

ORCA BIDCO LIMITED, a limited liability company incorporated under the laws of England and Wales with company number 09819731, having its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ OAD as company (the “Company”) and original borrower (the “Original Borrower”);

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”);

HSBC UK BANK PLC, LLOYDS BANK PLC and PDL EUROPE HOLDINGS LP ACTING BY ITS GENERAL PARTNER PDL EUROPE GP LTD as mandated lead arrangers (the “Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”);

LLOYDS BANK PLC, as agent of the other Finance Parties (the “Agent”);

LLOYDS BANK PLC, as security trustee for the Secured Parties (the “Security Agent”); and

HSBC BANK PLC and LLOYDS BANK CORPORATE MARKETS PLC as original hedge counterparties.

DEFINITIONS AND INTERPRETATION

Definitions

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

any Lender or an Affiliate of a Lender; or

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

the Net Proceeds received by the Group which it is permitted to retain and which are not required to be reinvested or applied in mandatory prepayment;

Retained Excess Cashflow;

net proceeds of New Shareholder Injections;

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

the principal amount under each overdraft facility and on-demand short term loan facility (net of any Available Credit Balance);

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (taking account of any decrease in the liability of the relevant Ancillary Lender in respect of such instrument as a consequence of any decrease in, or expiry of, the underlying liability in respect of which such instrument was issued); and

the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

Executive Order No. 13224 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued September 23, 2001, as amended by Executive Order 13268

the USA Patriot Act

the Money Laundering Control Act of 1986 (18 U.S.C. § 1956 et seq.)

the Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959)

Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)

the Trading With the Enemy Act (50 U.S.C. § 1 et seq.) and/or

any similar law enacted in the United States or Canada, whether prior or subsequent to the date of this Agreement.

in relation to Facility B, the period from and including the date of this Agreement to and including the earlier of:

the Closing Date; and

10 Business Days from the date of this Agreement;

in relation to the Original Revolving Facility, the period from and including the Closing Date to and including the date falling one Month prior to the Termination Date of the Original Revolving Facility;

in relation to the Capex/Acquisition Facility, the period from and including the Closing Date to and including the date falling 42 Months from the Closing Date; and

in relation to any Incremental Facility, the period specified as such in the Incremental Facility Notice relating to that Incremental Facility.

the Base Currency Amount of its participation in any outstanding Loans under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its (and its Affiliate’s) Ancillary Commitments; and

in relation to any proposed Loan, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its (and its Affiliate’s) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date.

that ▇▇▇▇▇▇’s participation in any Revolving Facility Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

that Lender’s (and its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

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;

in relation to any state other than such an EEA Member Country and 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; and

in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement); and

in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Company pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

in relation to the period beginning on the Closing Date and ending on 31 March 2023, the Base Case Model; or

in relation to any other period, any budget delivered by the Company to the Agent pursuant to Clause 24.5 (Budget).

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(in relation to any date for payment or purchase of euro) which is a TARGET Day; and

(in relation to:

the fixing of an interest rate in relation to a Term Rate Loan;

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

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

in relation to an Original Lender, the amount set opposite its name under the heading “Capex/Acquisition Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Capex/Acquisition Facility Commitment transferred to it under this Agreement, or assumed by it in accordance with Clause 2.3 (Increase); and

in relation to any other Lender, the amount in sterling of any Capex/Acquisition Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

that cash is repayable within 90 days after the relevant date of calculation but including any cash held on time deposit which is capable of being broken and the balance recovered on same day notice provided that any such cash shall only be taken into account net of any penalties or costs which would be incurred in breaking the relevant time deposit;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition other than any Permitted Security imposed by the customary terms of a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements;

there is no Security over that cash except for Transaction Security or any other Permitted Security constituted by a netting or set off arrangement or standard terms and conditions entered into by members of the Group in the ordinary course of their banking arrangements; and

the cash is freely and (except as mentioned in paragraphs (a) and/or (b) above)) immediately available to be applied in repayment or prepayment of the Facilities.

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

any investment in marketable debt obligations issued or guaranteed by the government of Switzerland, Japan, Australia, 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, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in Switzerland, Japan, Australia, the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

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

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

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

any investment in money market funds which:

have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited; and

invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above,

any other debt security approved by the Majority Lenders,

Clause 27.1 (Non-payment);

Clause 27.3 (Other obligations) insofar as it relates to a breach of a Certain Funds Undertaking;

Clause 27.4 (Misrepresentation) insofar as it relates to a breach of a Certain Funds Representation;

Clauses 27.6 (Insolvency), 27.7 (Insolvency proceedings) and 27.8 (Creditors’ process); and

Clauses 27.9 (Unlawfulness and invalidity), 27.12 (Expropriation) and 27.13 (Repudiation and rescission of agreements),

Clauses 23.2 (Status) to 23.5 (Power and authority);

Paragraph (a) of Clause 23.6 (Validity and admissibility in evidence);

Clause 23.7 (Governing law and enforcement);

Clause 23.27 (Centre of main interests);

Clause 23.18 (Anti-corruption law);

Clause 23.30 (Sanctions).

Clause 26.7 (Merger);

Clause 26.8 (Change of business);

Clause 26.9 (Acquisitions);

Clause 26.10 (Joint ventures);

Clause 26.13 (Pari passu ranking);

Clause 26.14 (Negative pledge);

Clause 26.15 (Disposals);

Clause 26.17 (Loans or credit);

Clause 26.19 (Dividends and share redemption);

Clause 26.20 (Subordinated Debt);

Clause 26.21 (Financial Indebtedness); and

Clause 26.32 (Sanctions);

prior to a Listing:

the Sponsor (directly or indirectly) (A) ceases to own fifty per cent. (50%) of the issued share capital of, or ceases to control more than fifty per cent. (50%) of the votes capable of being cast in shareholders’ general meetings of the Company, or (B) ceases to control the appointment of a majority of the members of the board of directors (or the equivalent body) of the Company; or

the Company (directly or indirectly) (A) ceases to own one hundred per cent. (100%) of the issued share capital of, or ceases to own issued share capital having the right to cast one hundred per cent. (100%) of the votes capable of being cast in shareholders’ general meetings of OpSec or (B) ceases to have the right to appoint or remove all the members of the board of directors (or the equivalent body) of OpSec; or

following a Listing:

the Sponsor (directly or indirectly) ceases to ceases to own thirty per cent. (30%) of the issued share capital of, or control more than thirty per cent. (30%) of the votes capable of being cast in shareholders’ general meetings of the Company provided that no other person or persons acting in concert (other than the Investors and any person controlled by any of them) acquire(s) (directly or indirectly) a greater percentage of the voting rights in the Company than the aggregate of the voting rights that the Sponsor has the ability to control (where “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition and/or ownership of voting shares in the Company, to obtain or consolidate control of the Company provided that the persons voting in the same or consistent manner at any general meeting of the Company will not be considered to be acting in concert by virtue only of exercising their votes in such manner); or

the Company (directly or indirectly) (A) ceases to own one hundred per cent. (100%) of the issued share capital of, or ceases to own issued share capital having the right to cast one hundred per cent. (100%) of the votes capable of being cast in shareholders’ general meetings of OpSec or (B) ceases to own the right to appoint or remove all the members of the board of directors (or the equivalent body) of OpSec; or

the Company ceases to be a wholly-owned direct Subsidiary of Holdco.

is, or is scheduled to become, payable under any Finance Document; and

relates to a Compounded Rate Loan.

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

specifies a calculation methodology for that rate; and

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

the Sponsor, any member of the Group or any of its or their advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its or their advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 41 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

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 Sponsor, the Group 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

any Funding Rate.

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

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

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 (▇▇▇▇▇▇▇’ participation);

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event, and

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

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 Facilities (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

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:

from performing its payment obligations under the Finance Documents; or

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

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

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

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

the pollution or protection of the Environment;

the conditions of the workplace; or

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.

the proposed Establishment Date specified in the relevant Incremental Facility Notice; and

the date on which the Agent executes the relevant Incremental Facility Notice.

the facilities agreement dated 19 December 2018, between, among others, the Company as the Company, HSBC UK Bank plc as mandated lead arranger;

the bilateral facility letter dated 8 January 2019 entered into between the HSBC UK Bank plc and Opsec Security Limited; and

the bonding facility letter dated 8 January 2019 entered into between the HSBC UK Bank plc and Opsec Security Group Limited.

in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

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

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

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

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

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.

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

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.

any letter or letters dated on or about the date of this Agreement between the Agent and the Company (or the Agent and the Company or the Security Agent and the Company) setting out any of the fees referred to in Clause 16 (Fees);

any agreement setting out fees payable to a Finance Party referred to in paragraph (f) of Clause 2.3 (Increase) or under any other Finance Document; and

any agreement setting out fees payable in respect of an Incremental Facility referred to in Clause 8.9 (Incremental Facility fees).

the definition of “Default”;

the definition of “Material Adverse Effect”;

paragraph (a) of the definition of “Permitted Transaction”;

the definition of “Transaction Document”;

the definition of “Transaction Security Document”;

paragraph (a)(vii) of Clause 1.2 (Construction);

Clause 22 (Guarantee and indemnity);

Clause 27 (Events of Default) (other than paragraph (b) of Clause 27.13 (Repudiation and rescission of agreements) and Clause 27.18 (Acceleration)); and

Clause 41 (Confidential Information).

the definition of “Secured Parties”;

paragraph (a)(i) of Clause 1.2 (Construction);

paragraph (c) of the definition of “Material Adverse Effect”;

Clause 22 (Guarantee and indemnity);

Clause 26.31 (Further assurance); and

Clause 32 (Conduct of business by the Finance Parties).

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

any note purchase facility or the issue of bonds (but not Trade Instruments), notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability (but not, in any case, Trade Instruments) of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services received by the Group and payment is due more than 120 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

any non-contingent deferred consideration and earn-out amounts which have become due and payable in each case, arising in respect of a Permitted Acquisition (to the extent not being contested in good faith by the Group) and which, in each case, are required to be accounted for as indebtedness under the Accounting Principles;

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (k) above provided that, in relation to sub-paragraph (k) above, such guarantee liability shall only constitute Financial Indebtedness from the date on which the relevant payment obligation sub-paragraph (k) above has finally and conclusively become due and payable (as applicable).

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;

the Agent otherwise rescinds or repudiates a Finance Document;

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

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

the currency;

whether the Incremental Facility is to be designated as an Incremental Term Facility or an Incremental Revolving Facility;

the Total Incremental Facility Commitments;

the Margin (including any reference rate floor);

the level of commitment fee payable pursuant to Clause 16.1 (Commitment fee) in respect of that Incremental Facility;

the Borrower(s) to which that Incremental Facility is to be made available;

the purpose(s) for which all amounts borrowed under that Incremental Facility shall be applied pursuant to clause 3.1 (Purpose);

the Availability Period;

any Incremental Facility Conditions Precedent;

the repayment terms for that Incremental Facility for the purposes of Clause 9.1 (Repayment of Term Loans); and

the Termination Date,

in relation to an Incremental Revolving Facility Lender, the amount in the Base Currency set out in each Incremental Facility Notice signed by that Incremental Revolving Facility Lender and the amount of any other Incremental Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase) or Clause 8 (Establishment of Incremental Facilities); or and

in relation to any other Lender, the amount in the Base Currency of any Incremental Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase) or Clause 8 (Establishment of Incremental Facilities),

in relation to an Incremental Term Facility Lender, the amount in the Base Currency set out in each Incremental Facility Notice signed by that Incremental Term Facility Lender and the amount of any other Incremental Term Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase) or Clause 8 (Establishment of Incremental Facilities); or and

in relation to any other Lender, the amount in the Base Currency of any Incremental Term Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase) or Clause 8 (Establishment of Incremental Facilities),

which is a competitor of the Group in any of the activities of the Group (a “Principal Industry Competitor”);

that is acting on behalf of a Principal Industry Competitor;

that is an Affiliate of a Principal Industry Competitor, unless such Affiliate is a regulated financial institution which has been established for at least six months and, during that period, regularly engaged in making, purchasing or investing in loans or debt securities, which is managed and controlled independently from the Principal Industry Competitor, which does not hold (directly or indirectly) any equity interest in a Principal Industry Competitor and which is administered by persons operating behind appropriate information barriers implemented or maintained as required by law, regulation and internal policy and, in any event, to the extent required to ensure that such administration is independent from such person’s interests under the Finance Documents and any information provided under the Finance Documents is not (and is not capable of being) disclosed or otherwise made available to any person operating behind such information barrier,

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

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;

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

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

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:

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

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

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

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

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 (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

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;

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

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

any patents, trademarks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow, source codes and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each Obligor (which may now or in the future subsist).

the applicable Primary Term Rate for the longest period (for which that Primary Term Rate is available) which is less than the Interest Period of that Loan; and

the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan,

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 insolvency, reorganisation and other laws generally affecting the rights of creditors and secured creditors and similar principles or limitations under the laws of any applicable jurisdiction;

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

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 by an assignment may be recharacterised as a charge;

the principle that any provision for the payment of compensation or 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;

the principle that an English court may not give effect to a provision dealing with the cost of litigation where the litigation is unsuccessful or the court itself has made an order for costs;

the principle that the creation or purported creation of Security over any asset not beneficially owned by the relevant charging company at the date of the relevant security document or 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 such security has purportedly been created;

the principle that the legality, validity, binding nature or enforceability of any Transaction Security which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under the relevant Transaction Security Document is situated may be flawed;

the principle that a court may not give effect to any parallel debt provisions, covenants to pay the Security Agent or other similar provisions,

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

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

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clauses 2.2 (Incremental Facilities), 2.3 (Increase), 8 (Establishment of Incremental Facilities) or 28 (Changes to the Lenders),

any person or entity whose principal business or material activity is in investment strategies the primary purpose of which is the purchase of loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business (directly or indirectly) (a “loan to own strategy”) (a “Principal Loan to Own Investor”); or

any person or entity that is an Affiliate or Related Fund of a Principal Loan to Own Investor (a “Connected Loan to Own Investor”), unless such Affiliate or Related Fund is a regulated financial institution which has been established for at least six months and, during that period, regularly engaged in making, purchasing or investing in loans or debt securities; does not have a loan-to-own strategy as one of its investment strategies; is managed and controlled independently from such person; and is administered by persons operating behind appropriate information barriers implemented or maintained as required by law, regulation and internal policy and, in any event, to the extent required to ensure that such administration is independent from such person’s interests under the Finance Documents and any information provided under the Finance Documents is not (and is not capable of being) disclosed or otherwise made available to any person operating behind such information barrier.

Clause 27.1 (Non-payment);

Clause 27.2 (Financial covenant) in respect of a failure to comply with Clause 25.2 (Financial condition);

Clause 27.3 (Other obligations) in respect of a failure to comply with paragraph (b)(i) of Clause 26.5 (Anti-corruption law) and paragraph (b)(i) of Clause 26.33 (Sanctions);

Clause 27.6 (Insolvency);

Clause 27.7 (Insolvency proceedings); or

Clause 27.8 (Creditors’ process).

(for the purposes of paragraph (a) of Clause 40.2 (Required consents) in the context of a waiver in relation to a proposed utilisation of a Revolving Facility (other than a utilisation on the Closing Date) of a condition in Clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Revolving Facility Commitments aggregate 66²/³ per cent. or more of the Total Revolving Facility Commitments;

(for the purposes of paragraph (a) of Clause 40.2 (Required consents) in the context of a waiver in relation to a proposed utilisation of the Capex/Acquisition Facility of a condition in Clause 4.2 (Further conditions precedent)), a Lender or Lenders whose Capex/Acquisition Facility Commitments aggregate 66²/³ per cent. or more of the Total Capex/Acquisition Facility Commitments;

(for the purposes of paragraph (a) of Clause 40.2 (Required consents) in the context of a waiver in relation to a proposed utilisation of an Incremental Facility of a condition in Clause 4.2 (Further conditions precedent)), the Incremental Facility Majority Lenders under that Incremental Facility; and

(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 more than 66²/³ per cent. of the Total Commitments immediately prior to that reduction).

in relation to any Facility B Loan 3.75 per cent. per annum;

in relation to any Capex/Acquisition Facility Loan 3.75 per cent. per annum;

in relation to any Incremental Facility Loan, the percentage rate per annum specified as such in the Incremental Facility Notice relating to the Incremental Facility under which that Incremental Facility Loan is made or is to be made;

in relation to an Original Revolving Facility Loan 3.25 per cent. per annum;

in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

in relation to any other Unpaid Sum, the highest rate specified above;

no Major Event of Default is continuing; and

Adjusted Leverage in respect of the most recently completed Relevant Period is within a range set out below,

Adjusted Leverage

Greater than 3.50:1

Less than or equal to 3.50:1 but greater than 3.00:1

Less than or equal to 3.00:1 but greater than 2.50:1

Less than or equal to 2.50:1 but greater than 2.00:1

Less than or equal to 2.00:1 but greater than 1.50:1

Less than or equal to 1.50:1

subject to paragraph (iv) below, any increase or decrease in the Margin for a Loan (including, unless otherwise specified in the applicable Incremental Facility Notice, an Incremental Facility Loan) shall take effect on the date which is five Business Days after receipt by the Agent of (x) the Compliance Certificate and Quarterly Financial Statements or Annual Financial Statements (as applicable) for that Relevant Period pursuant to Clause 24.3 (Provision and contents of Compliance Certificate) or (y) a Leverage Certificate as referred to in paragraph (f) of the definition of Permitted Acquisition (each a “reset date”);

if, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Financial Statements, that Compliance Certificate does not confirm the basis for a reduced or increased Margin, then paragraph (b) of Clause 13.3 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised ratio of Adjusted Leverage calculated using the figures in that Compliance Certificate;

if the Compliance Certificate relating to the relevant Annual Financial Statements shows that:

a higher rate of Margin should have applied during a certain period, then the Margin will be re-calculated retrospectively by reference to those Annual Financial Statements and the Company shall (or shall ensure the relevant Borrower shall) pay to the Agent the amount necessary to put the relevant Lenders in the position they would have been in had the appropriate rate been applied during such period (but for the avoidance of doubt, such provision shall not apply to any Lender to the extent that it no longer holds a participation in any of the Facilities at the time to which the adjustment relates and at the date the adjustment is to be made); or

a lower rate of Margin should have applied during a certain period, then the overpayment to a Lender shall be credited against future payments (starting with the amounts payable by the Borrower at the end of the then current Interest Period) to be made by the Borrower to that Lender (to the extent that it has not transferred its participation at the date the adjustment is to be made);

while a Major Event of Default is continuing, the Margin for each Loan under Facility B, the Capex/Acquisition Facility and the Original Revolving Facility shall be the highest percentage per annum set out above for a Loan under that Facility (or, in the case of an Incremental Facility, set out in the relevant Incremental Facility Notice) provided that upon the remedy or waiver, as the case may be, of such Major Event of Default, the Margin will be recalculated on the basis set out above using the most recent Compliance Certificate and any change shall take effect as of the date the relevant Major Event of Default ceased to be continuing;

for the purpose of determining the Margin applicable to Facility B and the Capex/Acquisition Facility, the Company may agree with the Facility B Lenders and the Capex/Acquisition Facility Lenders (as applicable) to increase the Margin applicable to Facility B and the Capex/Acquisition Facility to such rate as is necessary to ensure that it is able to comply with paragraph (g) of Clause 8.5 (Restrictions on Incremental Facility Terms and fees) when establishing an Incremental Facility;

for the purpose of determining the Margin, Adjusted Leverage and Relevant Period shall be determined in accordance with Clause 25.1 (Financial definitions); and

the Margin may increase or decrease by more than one level on any reset date.

the business or financial condition of the Group taken as a whole (but for this purpose any effect on the ability of the Company to comply with its obligations under the Financial Covenants shall not, for that reason alone, be a Material Adverse Effect); or

the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents (taking into account the resources available within or to the Group); or

subject to the Legal Reservations and the Perfection Requirements, the validity and enforceability of any of the Finance Documents or the ranking of any Security granted or purported to be granted pursuant to any of the Finance Documents, in any way that is materially adverse to the interests of the Finance Parties under the Finance Documents taken as a whole and which (if capable of remedy) is not remedied within 20 Business Days of the earlier of the Group becoming aware of it or the Agent giving notice to the Company requesting that the matter be remedied (which remedy period shall run concurrently with any grace period pursuant to any Event of Default).

any Obligor;

any member of the Group holding shares in an Obligor;

any Material Company as at the Closing Date which is set out in Schedule 18 (Material Companies as at the Closing Date);

any other wholly-owned Subsidiary of the Company which:

has earnings before interest, tax, depreciation and amortization (calculated on the same basis as Adjusted EBITDA, but on a stand-alone unconsolidated basis and excluding goodwill, intra-Group items and investments in Subsidiaries) or gross assets representing five per cent. or more of the Adjusted EBITDA or gross assets of the Group (excluding intra-Group items) (calculated on a consolidated basis); and

has gross assets (excluding goodwill, intra-Group items and investments in Subsidiaries) representing five per cent. or more of the gross assets of the Group (excluding intra-Group items) (calculated on a consolidated basis).

the aggregate amount subscribed for by any person (other than a member of the Group) for additional share capital in the Company issued pursuant to a Permitted Share Issue;

shareholder contributions made by any person (other than a member of the Group) to the Company provided that they constitute Subordinated Debt; or

Subordinated Debt,

the audited consolidated financial statements of the Company for its Financial Year ended 31 March 2021;

the unaudited consolidated management accounts of the Company for the period ended 31 January 2022; and

in relation to any other Obligor, its annual financial statements (audited, if required to be audited under its jurisdiction of incorporation) delivered to the Agent as required by Clause 30 (Changes to the Obligors).

in relation to a Lender that is a Lender as at the date of this Agreement, the amount in the Base Currency set opposite its name under the heading “Original Revolving Facility Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Original Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

in relation to any other Lender, the amount in the Base Currency of any Original Revolving Facility Commitment transferred or assigned to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;

any acquisition of any shares or securities owned by minority shareholders in members of the Group;

an acquisition of shares or securities pursuant to a Permitted Share Issue;

an acquisition of securities which are Cash Equivalent Investments for treasury management purposes so long as, if acquired by an Obligor, those Cash Equivalent Investments become (subject to the Agreed Security Principles) subject to the Transaction Security as soon as is reasonably practicable;

the incorporation of a company or the acquisition of an off-the-shelf company which on incorporation or acquisition becomes a member of the Group and provided that it is incorporated in a Permitted Jurisdiction;

an acquisition by the Company of (A) more than 50% of the issued share capital (or equivalent ownership interest) of a limited liability person or (B) a business or undertaking (in each case the “Acquisition Target”) by a member of the Group, but only if:

subject to Clause 1.9 (Limited Condition Transaction), no Event of Default is continuing or would occur as a result of the acquisition;

the Acquisition Target is engaged in a business substantially the same as or complementary to that carried on by the Group;

the Acquisition Target is incorporated, established and/or carries on its principal business or is a business or undertaking carried on (as applicable) in a Permitted Jurisdiction;

so far as the Company is aware (having made due and careful enquiries), the acquired company, entity, business or undertaking has no material actual or contingent liabilities save to the extent provided for by appropriate indemnities given by the relevant vendor or insured provided that the creditworthiness of such vendor or such insurance provider is acceptable to the Company (acting reasonably) or cash collateralised or which is taken into account by way of a reduction in the purchase price, funded by Acceptable Funding Sources (Excluding Debt) or otherwise permitted under this Agreement (or a combination of the foregoing);

in the case of an Acquisition Target which is a limited liability person, the Acquisition Target has earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA (as defined in Clause 25.1 (Financial definitions)) (“LTM EBITDA”) which is positive for its most recently completed financial year for which financial statements have been produced on a pro forma basis as if such Acquisition Target had been a member of the Group since the beginning of such financial year and taking into account Permitted Synergies;

subject to Clause 1.9 (Limited Condition Transaction), the Company has delivered a certificate to the Agent setting out calculations (calculated on a pro forma basis for completion of such acquisition) in reasonable detail showing that the Company projects (based on reasonable assumptions) to remain in compliance with the Adjusted Leverage ratios set out in Clause 25.2 (Financial Condition) and confirming the Company’s availability of funding to meet its payment obligations, in each case, in respect of the next four Relevant Periods ending after the date of the proposed acquisition;

subject to Clause 1.9 (Limited Condition Transaction), the Company has delivered a certificate to the Agent (a “Leverage Certificate”), no later than five Business Days before the date on which a member of the Group legally commits to make the relevant acquisition, confirming that Adjusted Leverage immediately following the proposed acquisition (based on Adjusted EBITDA as at the most recent Quarter Date for which financial information is available to calculate such ratio before the relevant member of the Group legally commits to make the proposed acquisition, pro forma for the acquisition and taking into account Permitted Synergies) will not exceed 3.75:1.00;

in the case of a single acquisition the Total Purchase Price of which (less the amount funded by Acceptable Funding Sources (Excluding Debt)) is equal or.below than $10,000,000 (or its equivalent in other currencies), the Company shall supply to the Agent for the Lenders prior (and substantially final drafts as soon as reasonably practicable and in any event not later than 5 Business Days prior) to completion of the relevant acquisition, a copy of the due diligence reports obtained by the Group in relation to the Acquisition Target, solely for information purposes and on a non-reliance basis (subject to the Agent and any other relevant Reliance Party signing any required confidentiality, hold harmless or similar letters) unless reliance is available in which case such reports shall be provided on a reliance basis (subject to the Agent and any Reliance Party signing any required confidentiality, hold harmless or similar letters and the provider of such diligence reports); and

in the case of a single acquisition the Total Purchase Price of which (less the amount funded by Acceptable Funding Sources (Excluding Debt)) is greater than $10,000,000 (or its equivalent in other currencies), the Company shall supply to the Agent for the Lenders prior (and substantially final drafts as soon as reasonably practicable and in any event not later than 5 Business Days prior) to completion of the relevant acquisition, a copy of the due diligence reports obtained by the Group in relation to the Acquisition Target (including a copy of the financial and legal due diligence reports (each of which must be commissioned by a member of the Group in connection with the acquisition)), in each case, on a reliance basis (subject to the Agent and any other relevant Reliance Party signing any required confidentiality, hold harmless or similar letters and (provided that the Company shall use reasonable endeavours to procure that final issued copies of the reports are provided on a reliance basis) the provider of such diligence reports not having adopted a general practice of not allowing such provision of or reliance on its diligence reports),

of trading stock or cash made by any member of the Group in the ordinary course of trading of the disposing entity;

of any asset by a member of the Group (the “Disposing Company”) to another member of the Group (the “Acquiring Company”), but if:

the Disposing Company is an Obligor, the Acquiring Company must also be an Obligor;

the Disposing Company had given Transaction Security over the asset, the Acquiring Company must give equivalent Transaction Security over that asset; and

the Disposing Company is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing on and from the time of the disposal an amount no less than that guaranteed by the Disposing Company;

of assets by a member of the Group which is not an Obligor to another member of the Group which is not an Obligor;

of assets by a member of the Group which is not an Obligor to an Obligor (other than the Company) or of assets by an Obligor to another Obligor;

of assets by an Obligor to a member of the Group which is not an Obligor provided that the aggregate market value of assets disposed of in reliance on this paragraph (e) does not exceed $2,500,000 (or its equivalent in other currencies) in any Financial Year and provided further that when aggregated to the amounts of any disposals pursuant to paragraphs (m)(ii), (v) and (x) does not exceed $10,000,000 in aggregate (or its equivalent in other currencies) over the life of the Facilities;

of assets (other than shares or businesses) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

of obsolete or redundant assets which are no longer required for the operation of the business of the disposing entity or arising as a result of the termination of any agreement or arrangement which, in the opinion of the member of the Group party thereto, is uneconomic to continue;

of Cash or Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

constituting dealings with trade debtors with respect to forgiveness of book debts in the ordinary course of trading;

constituted by a licence of intellectual property rights either:

permitted by Clause 26.27 (Intellectual Property); or

entered into in the ordinary course of business and in relation to an exclusive license;

to a Joint Venture, to the extent permitted by Clause 26.10 (Joint ventures);

arising as a result of any Permitted Security;

of receivables either on:

a non-recourse basis; or

a recourse basis (including by way of securitisation of receivables or similar programme) provided that the aggregate of any such uncollected receivables do not exceed the $1,500,000 (or its equivalent in other currencies) at any time provided further than when aggregated to the amounts of any disposals pursuant to paragraphs (e), (v) and (x) does not exceed $10,000,000 in aggregate (or its equivalent in other currencies) over the life of the Facilities;

constituted by any Permitted Transaction or any Permitted Payment;

of assets compulsorily acquired by any Governmental Authority, where such compulsory acquisition does not result in an Event of Default under Clause 27.12 (Expropriation);

constituted by the grant of leases or licences in respect of real property in the ordinary course of business;

any disposal of shares which are the subject of a Listing;

any disposal of an intragroup loan as a result of the contribution or conversion of such intra Group loan into equity;

of leasehold property by a member of the Group in exchange for another leasehold property which is let on comparable or superior terms to such member of the Group or where such leasehold property is rack rent and surplus to requirement;

required in order to comply with any ruling or request of, or any condition imposed by, any relevant competition authority, other than a disposal of an Obligor or a Material Company;

arising from the close-out or termination of a Treasury Transaction, which is not restricted by any Finance Document;

of assets by a member of the Group to any person on terms whereby it is leased back to a member of the Group (a “Sale and Leaseback Disposal”) provided that the Net proceeds of all such Sale and Leaseback Disposal do not exceed $1,500,000 (or its equivalent in other currencies) at any time provided further than when aggregated to the amounts of any disposals pursuant to paragraphs (e), (m)(ii) and (x) does not exceed $10,000,000 in aggregate (or its equivalent in other currencies) over the life of the Facilities;

of assets which are permitted to be disposed as a Permitted Disposal in accordance with any other paragraph of the Permitted Disposal definition to a special purpose vehicle which is a member of the Group and the subsequent disposal of that special purpose vehicle provided that such assets transferred to the special purpose vehicle are the only material assets thereof (and any other assets of such special purpose vehicle are also permitted to be disposed as a Permitted Disposal in accordance with any other paragraph of the Permitted Disposal definition);

of assets for cash or deferred consideration where the higher of the market value and net consideration receivable (net in each case of any taxes and costs and expenses of disposal) (when aggregated with the higher of the market value and net consideration receivable (net in each case of any taxes and costs and expenses of disposal) for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed $2,500,000 (or its equivalent in other currencies) in any Financial Year provided than when aggregated to the amounts of any disposals pursuant to paragraphs (e), (m)(ii) and (v) does not exceed $10,000,000 in aggregate (or its equivalent in other currencies) over the life of the Facilities;

of losses or other amounts eligible for surrender under Part 5 or Part 5A of the Corporation Tax Act 2010 (“Group Relief”); and

of assets in respect of which the Majority Lenders have given their consent.

to the Company or any of its wholly-owned Subsidiaries (or any related declaration or resolution);

by a member of the Group (other than the Company) which is not a wholly-owned member of the Group on a pro rata basis to each of its shareholders or on a basis which results in a greater than pro rata distribution to any of the Company’s wholly-owned Subsidiaries or any of its wholly-owned Subsidiaries (or any related declaration or resolution);

arising under any of the Finance Documents (including but not limited to any Incremental Facility or New Shareholder Injections pursuant to Clause 25.4 (Equity Cure));

to the extent covered by a letter of credit, guarantee or indemnity issued under an Ancillary Facility and including any indemnity therefor;

arising under a Permitted Treasury Transaction;

arising under a Permitted Loan, a Permitted Guarantee, a Permitted Transaction or as permitted by Clause 26.29 (Treasury Transactions);

of any person or in any business or undertaking acquired by a member of the Group after the Closing Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased (save by way of accrual or capitalisation of interest) or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding for a period of no more than six months following the date of acquisition unless otherwise permitted under the terms of this Agreement;

under Finance Leases provided that the aggregate capital value of all such items so leased under outstanding leases by members of the Group in reliance on this paragraph (f) does not exceed the $5,000,000 (or its equivalent in other currencies) at any time;

arising under New Shareholder Injections;

arising under (1) deferred consideration in relation to a Permitted Acquisition or (2) a vendor loan financing to the extent in respect of the consideration under a Permitted Acquisition, in each case, provided that deferred consideration or vendor loan financing (as applicable) does not constitute more than 50 per cent. of the Total Purchase Price for any Permitted Acquisition;

arising under any cash pooling, netting, set-off or other cash management arrangements entered into by any member of the Group in the ordinary course of trading;

arising in respect of bank transfer or corporate credit card facilities used by members of the Group in the ordinary course of trading;

arising from an arrangement for the sale or discounting of receivables of any member of the Group on a recourse basis including by way of factoring or securitisation of receivables or similar programmes to the extent permitted under paragraph (m) of the definition of “Permitted Disposal”;

arising under a Permitted Joint Venture to the extent permitted in the definition of Permitted Joint Venture;

the Existing Debt provided that it is refinanced on the Closing Date or is otherwise permitted to be outstanding under the other paragraphs of this definition at such time;

arising under any credit card or business internet banking facility relating to daily payment settlement limits or other daylight exposures in respect of banking arrangements entered into in the ordinary course of trading;

of a member of the Group (other than the Company) arising under bilateral facilities, working capital facilities or overdraft facilities provided that the maximum aggregate principal amount of Financial Indebtedness incurred in reliance on this paragraph (o) does not exceed $2,000,000 (or its equivalent in other currencies) at any time;

of any member of the Group consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

of any member of the Group representing deferred compensation or other similar arrangements to directors, officers, employees, members of management and managers of any member of the Group (other than any Investor director or non-executive director who are employees of the Sponsor or of an Sponsor Affiliate) in the ordinary course of business;

arising under pension schemes of an entity that becomes a member of the Group following the date of this Agreement (other than an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993));

arising out of any member of the Group’s obligations under any put option arrangement or any earn-out arrangement in connection with a Permitted Acquisition (provided such arrangements are on customary terms);

incurred with the prior written consent of the Majority ▇▇▇▇▇▇▇; and

not permitted by the preceding paragraphs or as a Permitted Transaction and the outstanding principal amount of which is incurred by a member of the Group (other than the Company) and does not exceed $1,500,000 (or its equivalent in other currencies) at any time.

the endorsement of negotiable instruments in the ordinary course of trade;

any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trading or an indemnity given in respect of such a performance or similar bond issued by a financial institution (including, for the avoidance of doubt, any insurer);

any guarantee of a Joint Venture to the extent permitted by Clause 26.10 (Joint ventures);

any guarantee permitted under Clause 26.21 (Financial Indebtedness) or granted in respect of Permitted Financial Indebtedness (other than under paragraph (c) of such definition);

any guarantee given in respect of the netting or set-off arrangements permitted pursuant to paragraph (b) of the definition of “Permitted Security”;

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal;

guarantees to landlords or banks in respect of rent payable by an Obligor in respect of real property used in the business of an Obligor in the ordinary course of trading;

any guarantee granted in favour of the trustee of any pension scheme of any member of the Group arising as a result of the operation of law or to comply with law;

guarantees of Treasury Transactions to the extent such Treasury Transactions are permitted under this Agreement;

any customary indemnity granted to any trustee of any employee share option or unit trust scheme operated for the benefit of employees or former employees of members of the Group or a Holding Company of the Company against any cost, loss or liability incurred by the trustee in pursuance of those duties;

any guarantees given by:

any Obligor in respect of any obligation or liability of any other Obligor;

any member of the Group which is not an Obligor in respect of any obligation or liability of any other member of the Group; or

any Obligor in respect of any obligation or liability of any member of the Group which is not an Obligor provided that the maximum aggregate liability (whether present or future, actual or contingent) of all Obligors under guarantees permitted pursuant to this paragraph (iii) does not exceed $1,500,000 (or its equivalent in other currencies) at any time;

any authorised guarantee agreement (as such term is used in the Landlord and Tenant (Covenants) Act 1995, an “AGA”) entered into in respect of leasehold real property disposed of in accordance with this Agreement and any indemnity granted to the transferor of leasehold real property acquired by a member of the Group under which such member of the Group indemnifies such transferor in respect of a claim under an AGA entered into in respect of such real property;

any indemnity in favour of a liquidator of a member of the Group whose liquidation is a Permitted Transaction under paragraph (b) of the definition of that term under this Clause 1.1 (Definitions);

customary guarantees and indemnities in favour of directors and officers of a member of the Group in their capacity as such;

any guarantee required by law or a court to be granted in favour of creditors in relation to mergers of members of the Group in order to permit or facilitate the merger occurring, where such merger would constitute a Permitted Transaction;

any guarantee made in substitution for an extension of credit permitted under the definition of “Permitted Loan” (other than paragraph (p) thereof) to the extent that the issuer of the relevant guarantee would have been entitled to make a loan in an equivalent amount under the definition of Permitted Loan to the person whose obligations are being guaranteed;

in the case of any person which becomes a member of the Group after the Closing Date pursuant to a Permitted Acquisition, any guarantee outstanding or contractually committed as at the date on which it becomes a member of the Group provided that to the extent not permitted under any other provision of the Facilities Agreement is discharged within three months of the date of completion of such acquisition;

any customary guarantee given under any commitment letter, mandate letter, engagement letter, purchase agreement, indenture or similar document entered into for the purposes of, or in contemplation of, any Permitted Financial Indebtedness or the refinancing of any Permitted Financial Indebtedness (provided that such amount which is guaranteed does not exceed the maximum principal amount of such Permitted Financial Indebtedness under the Facilities Agreement);

any guarantee given or arising under legislation relating to Tax or corporate law under which any member of the Group assumes general liability for the obligations of another member of the Group incorporated or tax resident in the same country, including, for the avoidance of doubt, any joint and several liability and any netting or set-off arrangement arising in each case by operation of law as a result of the existence or establishment of a fiscal unity;

customary indemnities to professional advisers and consultants under their standard terms of business in respect of activities not prohibited under the Finance Documents;

any guarantee to which the Majority Lenders have given their prior written consent; and

any guarantee not permitted by the preceding paragraphs or as a Permitted Transaction incurred by any member of the Group (other than the Company) the outstanding amount of which does not exceed $2,500,000 (or its equivalent in other currencies) at any time.

a Joint Venture acquired or established as part of a Permitted Acquisition or any Joint Venture in which a target or a Permitted Acquisition is legally committed to invest under arrangements existing as at the closing date of its acquisition;

the Joint Venture is the 35% shareholding which OpSec Security Group Holdings (Europe) Limited holds in OpSec Security Mozambique Limitada, a company registered in Mozambique;

the Joint Venture is the 50% shareholding which OpSec Security Group Inc. holds in 3DCD, LLC, a company registered in the US;

any Joint Venture funded directly or indirectly with Acceptable Funding Sources (Joint Ventures) where:

the Joint Venture is incorporated or established and carries on its principal business in any Permitted Jurisdiction; and

the Joint Venture is engaged in a business substantially the same as, or complementary or related to, that carried on by the Group; and

any other Joint Venture where:

the Joint Venture is a limited liability entity and is incorporated or established and carries on its principal business in any Permitted Jurisdiction;

the Joint Venture is engaged in a business substantially the same as, or complementary or related to, that carried on by the Group; and

in any Financial Year of the Company, the aggregate of:

all amounts subscribed for shares in, lent to or invested in all such Joint Ventures by any member of the Group;

the contingent liabilities of any member of the Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

the market value of any assets transferred by any member of the Group to any such Joint Venture,

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities any prepayment made to its suppliers in the ordinary course of its trading activities and any advance payment made in relation to capital expenditure in the ordinary course of trading (and excluding, for the avoidance of doubt, to the Sponsor or any Sponsor Affiliate);

Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (c) of that definition);

any loan made to a Joint Venture to the extent permitted under Clause 26.10 (Joint ventures);

any loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor (or was not an Obligor when such loan was made) to another member of the Group (other than the Company);

any loan made by an Obligor to a member of the Group which is not an Obligor so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed $1,500,000 (or its equivalent in other currencies) at any time;

any loan by the by a member of the Group to another member of the Group for the purpose of financing any Permitted Payment or payments under the Finance Documents;

any loan made by a member of the Group to an employee or director or management vehicle of any member of the Group if the amount of that loan when aggregated with the amount of all outstanding loans to employees, directors and management vehicles by members of the Group does not exceed $2,500,000 (or its equivalent in other currencies) at any time;

any loans by any of the Company’s wholly-owned Subsidiaries to the Company to fund any payments referred to in paragraph (i) of “Permitted Payment” provided that no Declared Default has occurred;

any deferred consideration on Permitted Disposals provided that such deferred consideration does not exceed 50 per cent. of the total consideration receivable in respect of that disposal;

any loan or credit outstanding or contractually committed as at the date of the Facilities Agreement (or, in the case of any person which becomes a member of the Group after the Closing Date, any loan or credit outstanding or contractually committed as at the date on which it becomes a member of the Group) provided that:

such loan or credit was not incurred in contemplation of the acquisition of that entity by a member of the Group;

the principal amount of such loan or credit is not increased in contemplation of, or after the date of, acquisition (other than by the capitalisation of interest unless such increase is otherwise permitted under this paragraph); and

to the extent not permitted under any other provision of the Facilities Agreement, is discharged within three months of the date of completion of such acquisition;

a loan or credit made available to another member of the Group for the direct purpose of enabling a Permitted Joint Venture or Permitted Acquisition to be made by that member of the Group;

any loans contemplated by the Finance Documents;

any loan or credit to which the Majority Lenders have given their prior written consent; and

any loan (other than a loan made by a member of the Group to another member of the Group) so long as the aggregate amount of the Financial Indebtedness under any such loans does not exceed $1,500,000 (or its equivalent in other currencies) at any time;

the creditor of such Financial Indebtedness shall (if it is an Obligor) grant Security over its rights in respect of such Financial Indebtedness in favour of the Secured Parties on terms acceptable to the Agent (acting on the instructions of the Majority Lenders); and

if the amount of the relevant Financial Indebtedness owed to such a creditor by one or more members of the Group exceeds $500,000 (or its equivalent in other currencies), the creditor and (if the debtor is a member of the Group which owes relevant Financial Indebtedness to one or more members of the Group in an amount which exceeds $500,00 (or its equivalent in other currencies) and the debtor of such Financial Indebtedness are or become party to the Intercreditor Agreement as an Intra-Group Lender and a Debtor (as defined, each case, in the Intercreditor Agreement) respectively.

the payment of a dividend or any other payment to the Company or any of its wholly-owned subsidiaries;

a payment of arrangement fees in respect of a New Shareholder Injection provided that such fee is deducted from the proceeds prior to contribution to the Group;

a payment by the Company to one of its Holdco Companies to fund:

the on-going director fees of the Sponsor and any Sponsor Affiliate, any monitoring or advisory fees to the Sponsor or the Investors (plus any reasonable and properly incurred expenses) in an aggregate amount not exceeding $350,000 (or its equivalent in other currencies) in any Financial Year;

the reasonable and properly incurred out-of-pocket expenses incurred by Sponsor directors in connection with the performance of their duties as directors of any Holding Company;

remuneration, fees or costs payable to a chairperson, directors, consultants or employees with service contracts or agreements with a Holding Company which are solely attributable to acting as a chairperson, director, consultant or employee of a Holding Company of the Company and solely in connection with services provided to the Group provided that the recipients of such fees, remuneration or costs are not Sponsors or Sponsor Affiliates; and/or

expenditure reasonably incurred by any Holding Company of the Company by way of administrative costs, tax, insurance premia, costs to maintain corporate existence, professional fees and regulatory costs in each case in relation to the ordinary course of business as a Holding Company and to the extent directly referable to the ownership and management of the Group up to an aggregate amount not exceeding not exceeding $250,000 in any Financial Year;

payments to any Sponsor Affiliate or any advisor to them for corporate finance, M&A and transaction advice or any other advice in relation to the operation, management, restructuring and/or reorganisation of the Group (including any consultancy services provided by any Sponsor Affiliate) provided by them to members of the Group on bona fide arm’s length commercial terms Group in an amount not exceeding $350,000 or its equivalent in other currencies) in any Financial Year;

payments expressly permitted by the terms of any Finance Document;

payments (including to the Sponsor) expressly contemplated by the Funds Flow Statement;

payments to a Holding Company of the Company to pay arms’ length fees and expenses related to debt or equity offerings, investments or acquisitions permitted or not restricted by the Facilities Agreement (whether or not consummated) up to an amount not exceeding $250,000 (or its equivalent in other currencies) in any Financial Year;

a payment equal to any VAT credit or repayment obtained by a member of the Group in respect of any supply made by a Holding Company of the Company;

a payment of any consideration in connection with the acquisition of shares in any Holding Company of the Company from past, present or future directors, management or employees (together with the purchase, repayment or redemption (as applicable) of any related loans or loan notes) and/or the making of loans, directly or indirectly, to any employee benefit trust to fund acquisitions of shares in any Holding Company or such loans or loan notes or a payment to fund administrative expenses of such trust in an aggregate amount of up to $1,000,000 (or its equivalent in other currencies) in any Financial Year subject to an aggregate amount of $3,000,000 (or its equivalent in other currencies) over the life of the Facilities;

the surrendering of group or other tax reliefs to Holding Companies of the Company in an amount not exceeding the relevant tax saving provided that such Holding Company makes payment in cash to the relevant member of the Group which reflects the value of the tax relief to the Group;

the capitalising of any interest or the issue of any payment in kind notes issued in respect of any Subordinated Debt;

a payment by the Company to any Holding Company of the Company if the Adjusted Leverage ratio is less than 2.50:1 (as at the most recently completed Relevant Period and pro-forma for such distribution) provided that such payment is funded from Retained Excess Cashflow;

a payment to which the Majority Lenders have given their prior written consent; and

any payment by any member of the Group to the Company in order to enable the Company to make any payment authorised in the preceding paragraphs;

all Permitted Payments referred to in paragraphs (a) to (1) (inclusive) above may be made unless a Declared Default has occurred;

no payment may be made under paragraph (i) above if an Event of Default is continuing at the time of legal commitment to acquire the relevant shares; and

no payment may be made under paragraphs (c)(i), (d), (h), (j) or (m) above if an Event of Default is continuing or would occur as a result of making such payment;

any “payment” referred to above as a Permitted Payment may be paid in any manner whatsoever (including by way of dividend, reduction of capital, loan, fee, charge, repayment, prepayment, redemption, set-off, acquisition of liabilities or other discharge).

of any member of the Group (excluding the Company) provided that:

any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group or, if the relevant member of the Group was an Obligor immediately prior to such reorganisation being implemented, any such payments or assets are distributed other Obligors; or

where such member of the Group was not a wholly-owned Subsidiary immediately prior to such reorganisation being implemented, any payments or assets are distributed to such member of the Group’s shareholders in accordance with their respective shareholdings or on a basis which results in a greater distribution to other members of the Group; or

any reorganisation involving the business or assets of, or shares of (or other interests in) any member of the Group which is implemented to comply with any applicable law or regulation (including all intermediate steps or actions necessary to implement such reorganisation) provided that (if and to the extent legally possible) if the relevant member of the Group was a Guarantor or its assets were subject to Transaction Security in favour of the Finance Parties, the Finance Parties will, in each case subject to the Agreed Security Principles, receive guarantees and/or Transaction Security after such reorganisation on equivalent terms to those prior to the relevant reorganisation; or

any reorganisation to which the Majority Lenders have given prior written consent.

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group (including a Multi-account Overdraft);

any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the Closing Date and, unless agreed by the Majority Lenders to remain outstanding, such Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset unless it is otherwise permitted under the terms of the Facilities Agreement;

any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the Closing Date, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group and is removed or discharged within three months of that company becoming a member of the Group unless it is otherwise permitted under the terms of the Facilities Agreement;

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

any Security or Quasi-Security (existing as at the date of this Agreement) over assets of any member of the Group so long as the Security or Quasi-Security is irrevocably removed or discharged by no later than the Closing Date;

any Security or Quasi-Security arising as a consequence of any Finance Lease permitted pursuant to paragraph (f) of the definition of “Permitted Financial Indebtedness”;

any Security over goods or documents of title to goods arising in the ordinary course of letter of credit transactions entered into by a member of the Group on standard or usual terms in the ordinary course of trading;

any Security arising in respect of any judgment or award for which an appeal or proceedings for review are being diligently pursued in good faith or in respect of which the relevant court is assessing the quantum of damages;

any netting or set off or escrow arrangement entered into by any member of the Group with a trading counterparty in the ordinary course of trading;

any Security or Quasi-Security arising under any rent deposit arrangement in respect of real property used in the business of an Obligor in the ordinary course of trading;

any Security or Quasi-Security in relation to any receivables financing permitted under paragraph (m) of the definition of “Permitted Disposal”;

any Security or Quasi-Security entered into by any member of the Group in the ordinary course of its banking arrangements over bank accounts in favour of the account holding bank and granted as part of that financial institution’s standard terms and conditions, including any under general terms and conditions of banks;

any Security or Quasi-Security required by legal proceedings and which is discharged within 60 days or otherwise contested in good faith (and not otherwise constituting an Event of Default);

any Security or Quasi-Security which is a landlord’s lien arising by operation of law or under any general business conditions on customary terms and in the ordinary course of business

any Security or Quasi-Security over ownership interest in Joint Ventures to secure obligations to other Joint Venture partners where the recourse is to those ownership interest only and which is required to be provided by the terms of that Permitted Joint Venture;

any Security or Quasi-Security arising by operation of law or created in order to comply with applicable law requirements in the ordinary course of trading including, for the avoidance of doubt, any joint and several liability and any netting or set-off arrangement arising in each case by operation of law;

any Security or Quasi-Security arising under the Finance Documents;

any Security or Quasi-Security securing indebtedness the outstanding principal amount of which does not at any time exceed $2,000,000 (or its equivalent in other currencies) provided such indebtedness is incurred under paragraph (o) of the definition of “Permitted Financial Indebtedness”;

Security arising under or in connection with a Treasury Transaction entered into in connection with the Facilities in respect of interest rates and/or foreign exchange rateswhich is pari passu to the Facilities and permitted by the Intercreditor Agreement;

any Security granted with the prior written consent of the Majority ▇▇▇▇▇▇▇; and

any Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under the preceding paragraphs or as a Permitted Transaction above) does not exceed $1,500,000 (or its equivalent in other currencies) at any time.

any shares (or any other securities) as a result of a New Shareholder Injections and not constituting a Change of Control;

any shares (or any other securities) issued by any of the Company’s wholly-owned Subsidiaries to the Company or by a member of the Group (other than the Company) to another member of the Group where (if the existing shares (or securities) of the Subsidiary are subject to Security granted pursuant to the Transaction Security Documents) the newly issued shares (or securities) also become subject to Security granted pursuant to the Transaction Security Documents on the same terms or, if not advisable nor feasible (including, as a result of a change in applicable laws or regulations), on terms satisfactory to the Security Agent (acting reasonably);

any shares (or any other securities) by a member of the Group (other than the Company) to another member of the Group which is not an Obligor provided that the relevant subscription of shares constitutes a Permitted Loan or a Permitted Payment;

any shares by a member of the Group on a pro rata basis to each of its existing shareholders which are not members of the Group provided that the relevant subscription of shares does not result in a Change of Control;

any shares by the Company for the direct or indirect benefit of management and/or any employee share scheme provided that the relevant subscription of shares does not result in a Change of Control;

any shares to directors and other officers who are required to have a minimum shareholding under applicable law or regulation, or the constitutional documents of the relevant company (provided that such subscription of shares does not result in a Change of Control and the constitutional documents of any member of the Group shall not be amended (after the date of this Agreement) to include such a requirement, unless required by law or regulation or otherwise with the consent of the Majority Lenders), to the extent they do not at the time of issue have such a shareholding;

any shares in the context of a Listing provided that the relevant subscription of shares does not result in a Change of Control; or

any shares to which the Majority Lenders have given their prior written consent.

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under the Finance Documents;

transactions (other than (i) any sale, lease, licence, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms;

any conversion of a loan, credit or other indebtedness outstanding which is permitted under the Finance Documents into distributable reserves or share capital of any member of the Group or any other capitalisation, forgiveness, waiver, release or other discharge of that loan, credit or indebtedness provided it does not result in a material tax liability for the Group where such liability would become due and payable prior to the final Termination Date in respect of the Facilities;

where necessary to comply with mandatory provision of law, any conversion of loans between members of the Group into distributable reserves or, if required to so comply, registered share capital; or

any Permitted Reorganisation.

maintained by any Obligor or any ERISA Affiliate; or

to which any Obligor or any ERISA Affiliate is required to make any payment or contribution.

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

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

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

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

a currency;

a Loan or an Unpaid Sum in that currency;

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

its Original Jurisdiction;

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

any jurisdiction where it conducts a material part of its businessl and

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

an event specified as such in section 4043(c) of ERISA or any related regulation, other than an event in relation to which the requirement to give notice of that event is waived by any regulation; or

a failure to meet the minimum funding standard under section 412 of the Code or section 302 of ERISA, whether or not there has been any waiver of notice or waiver of the minimum funding standard under section 412 of the Code.

listed on, or owned or controlled by a person listed on any Sanctions List; or

located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a Restricted Jurisdiction; or

otherwise the target of Sanctions.

in relation to any Utilisation under the Original Revolving Facility, an Original Revolving Facility Loan; and

in relation to any Utilisation under the relevant Incremental Revolving Facility, an Incremental Revolving Facility Loan.

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

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

in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

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

the United Nations;

the European Union;

the government of the United States of America;

the government of the United Kingdom;

government of Canada, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code (Canada), and the Export and Import Permits Act (Canada), and any regulations thereunder.

OFAC;

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

the respective Governmental Authorities of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the US Department of State, Her Majesty’s Treasury; or

the government of Canada and the departments and agencies of any of the foregoing, including Foreign Affairs, Trade and Development Canada, and Public Safety Canada.

in the case of OFAC, the Specially Designated Nationals and Blocked Persons List and the Consolidated Sanctions List;

in the case of the United States Department of State or the United States Department of Commerce, the Denied Persons List, the List of Statutorily Debarred Parties, the Entity List and the Terrorist Exclusion List;

in the case of HMT, the Consolidated List of Financial Sanctions Targets and the List of Persons Subject to Restrictive Measures in View of Russia’s Actions Destabilising the Situation in Ukraine;

in the case of the European Union, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; and

in the case of Canada, certain designated persons listed as of the date hereof pursuant or in connection with the Regulations Establishing a List of Entities under the Criminal Code of Canada, the Consolidated Canadian Autonomous Sanctions List, the Lists under the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism and any country or territitories annexed pursuant to a statutory order and regulation under the Freezeing Assets of Corrupt Foreign Officials Act.

the introduction of any additional tranche or facility or the retranching of any existing Term Facility under the Finance Documents ranking junior to or pari passu with the existing Term Facility pursuant to Clause 40.6 (Structural Adjustment);

any increase in or addition to any Commitment, any extension of a Commitment’s availability, the redenomination of a Commitment into another currency, the re-tranching of any Commitment and any extension of the date for, or maturity of, or redenomination of, or a reranching or reduction (other than as set out under paragraph (c) below) of, any amount owing under the Finance Documents (in each case not arising as a result of any change to any mandatory prepayment provision or related definitions); and

changes to any Finance Documents (including changes to, the taking of, or the release coupled with the immediate retaking of Transaction Security) that are consequential on, incidental to or required by reason of applicable law to implement effectively or reflect any of the foregoing.

in relation to Facility B, the date falling on the fifth anniversary of the Closing Date;

in relation to an Incremental Facility, the date specified as such in the Incremental Facility Notice relating to that Incremental Facility;

in relation to the Capex/Acquisition Facility, the date falling on the fifth anniversary of the Closing Date; and

in relation to the Revolving Facility, the date falling on the fifth anniversary of the Closing Date.

euro; and

any currency specified as such in a Reference Rate Supplement relating to that currency,

the applicable Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 15.1 (Interest calculation if no Primary Term Rate),

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

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

a Borrower which is resident for tax purposes in the US or

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

any value added tax imposed by the Value Added Tax Act 1994;

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

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.

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;

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation;

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;

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

Construction

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

the “Agent,” the “Arranger,” any “Finance Party,” any “Hedge Counterparty,” any “Lender,” any “Obligor,” any “Party,” any “Secured Party,” the “Security Agent” 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 Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent;

“amendment” includes any amendment, supplement, variation, novation, modification, replacement or restatement and “amend,” “amending” and “amended” shall be construed accordingly;

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

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that ▇▇▇▇▇▇ would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

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 from time to time (however fundamentally);

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 22 (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;

“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;

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);

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 of a type with which the person to whom it applies customarily complies) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

“including” means including without limitation;

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

a time of day is a reference to London time.

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.

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

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.

A Borrower providing “cash cover” for an Ancillary Facility means a Borrower paying an amount in the currency of the Ancillary Facility to an interest-bearing account and the following conditions being met:

either:

the account is in the name of the Borrower with the Ancillary Lender for which that cash cover is to be provided and, until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; or

the account is in the name of Ancillary Lender for which that cash cover is to be provided; and

the Borrower has executed documentation in form and substance satisfactory to the Finance Party for which that cash cover is to be provided, creating a first ranking security interest, or other collateral arrangement, in respect of the amount of that cash cover.

A Default or an Event of Default is “continuing” if it has not been remedied or waived and a Declared Default is “continuing” unless the relevant demand or notice has been revoked by the Agent (acting on the instructions of the Majority Lenders).

A Borrower “repaying” or “prepaying” Ancillary Outstandings means:

that Borrower providing cash cover in respect of the Ancillary Outstandings;

the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility, and the amount by which Ancillary Outstandings are repaid or prepaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover, reduction or cancellation.

An amount borrowed includes any amount utilised under an Ancillary Facility.

Any requirement to be on “arms’ length terms” or similar refers to the commercial terms from the perspective of the Group, and a transaction shall be determined by reference to the facts and circumstances at the time but shall always be deemed to have satisfied such standard (without prejudice to any other method of satisfaction) if the transaction may be approved by an independent third party expert appointed by the board of directors of the Company (or equivalent body) with expertise in appraising the terms and conditions of the type of transaction for which approval is required.

References to any matter being “permitted” under this Agreement or the other Finance Documents shall include references to such matters not being prohibited or otherwise approved under this Agreement or the other Finance Documents.

In the event that:

any Accounting Reference Date is adjusted by the Company to avoid an Accounting Reference Date falling on a day which is not a Business Day and/or to ensure that an Accounting Reference Date falls on a particular day of the week; or

there is any adjustment to a scheduled payment date to avoid payments becoming due on a day which is not a Business Day,

Unless a contrary indication appears, a reference to Adjusted EBITDA is to be construed as a reference to the Adjusted EBITDA of the Company and its Subsidiaries on a consolidated basis.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

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

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

Schedule 15 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

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:

Schedule 16 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 17 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

Currency symbols and definitions

“$,” “USD” and “US Dollars” means the lawful currency for the time being of the United States of America.

“£,” “GBP” and “sterling” denote the lawful currency of the United Kingdom.

“€,” “EUR” and “euro” denote the single currency of the Participating Member States.

Third party rights

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of this Agreement.

Subject to paragraph (a) of Clause 40.5 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Provision of information by directors

No Investor Recourse

Fluctuations in exchange rates

Baskets

To the extent that a basket which is capped by reference to a Financial Year is not used in full during the relevant Financial Year, the unused amount may be carried forward into the immediately following Financial Year (the “Basket Carry Forward Amount”). A Basket Carry Forward Amount may only be carried forward into the immediately following Financial Year and in that Financial Year the amount of the relevant basket shall be treated as being used prior to any Basket Carry Forward Amount.

In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in this Agreement, the Obligors’ Agent, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may at the option of the Obligors’ Agent be split between different baskets or exceptions).

Unless a contrary indication appears, a reference to a basket amount, threshold or limit expressed in US Dollars includes the equivalent of such amount, threshold or limit in other currencies.

Any amounts incurred on the basis of any basket, test or permission where an element is set by reference to an increased or decreased by virtue of paragraph (e) below (“Adjusted EBITDA based basket”) shall (provided that such amounts are, at the time of incurrence, duly and properly incurred in accordance with the relevant basket, test or permission) be treated as having been duly and properly incurred without the incurrence of an Event of Default even in the event that such Adjusted EBITDA based basket subsequently decreases by virtue of operation of that calculation or paragraph (e) below.

If at the time Adjusted EBITDA as evidenced in the most recent Compliance Certificate delivered to the Agent pursuant to clause 24.3 (Provision and contents of Compliance Certificate) is shown to have increased or decreased by reference to the Structuring EBITDA (the proportion by which such Adjusted EBITDA is so increased being the “Relevant Increase” and the proportion by which such Adjusted EBITDA is so decreased being the “Relevant Decrease”), each of the Grower Basket amounts in this Agreement shall be increased or decreased by the Relevant Increase or the Relevant Decrease (as applicable) (the “Proportionate Increase” or the “Proportionate Decrease” (as applicable)). Each Proportionate Increase or Proportionate Decrease (as applicable) shall be added or subtracted (as applicable) to each Grower Basket but, for the avoidance of doubt, disregarding any such previous Proportionate Increase or Proportionate Decrease for the purposes of the revised Grower Basket provided that the amount of each Grower Basket shall not decrease below the levels set out in this Agreement as at the date hereof

For the purposes of paragraph (e) above, the following baskets and amounts are together known as the “Grower Baskets”:

the baskets set out in paragraphs (e), (m)(ii), (v) and (x) of Permitted Disposal definition;

the baskets set out in paragraphs (f), (o) and (u) of Permitted Financial Indebtedness definition;

the baskets set out in paragraphs (k)(iii) and (v) of Permitted Guarantee definition;

the basket set out in paragraph (e)(iii) of Permitted Joint Venture definition;

the baskets set out in paragraphs (e), (g), (n) and (n)(ii) of Permitted Loan definition; and

the baskets set out in paragraphs (t) and (w) of Permitted Security definition;

Limited Condition Transaction

Adjusted Leverage pursuant to Clause 25.2 (Financial condition) ; and/or

determining whether an Event of Default is continuing or would result,

The Agent and the Security Agent

Any person into which the Agent or the Security Agent may be merged or converted, or any person with which the Agent or the Security Agent may be consolidated, or any person resulting from any merger, conversion or consolidation to which the Agent or the Security Agent shall be a party, or any person, including persons affiliated to it, to which the Agent or the Security Agent shall sell or otherwise transfer:

all or substantially all of its assets; or

all or substantially all of its corporate trust business,

shall, on the date when the merger, conversion, consolidation or transfer becomes effective and to the extent permitted by any applicable laws, become the successor Agent or the successor Security Agent under this Agreement (and each other applicable Finance Document) without the execution or filing of any paper or any further act on the part of the parties to this Agreement and after the said effective date all references in this Agreement (and any other Finance Document) to the Agent or the Security Agent shall be deemed to be references to such successor person and written notice of any such merger, conversion, consolidation or transfer shall promptly be given to the Company by the Agent or the Security Agent.

Where there is any reference in this Agreement or any other Finance Document to the Agent or the Security Agent acting reasonably or properly, or doing an act or coming to a determination, opinion or belief that is reasonable or proper, or any similar or analogous reference, the Agent or the Security Agent shall, where they have sought such instructions from the Majority Lenders (or any other group of Lenders) be deemed to be acting reasonably and properly or doing an act or coming to a determination, opinion or belief that is reasonable if the Agent or the Security Agent acts on the instructions of the Majority Lenders (or any other group of Lenders).

Where there is in this Agreement or any other Finance Document a provision to the effect that the Agent or the Security Agent is not to unreasonably withhold or delay its consent or approval, it shall be deemed not to have so withheld or delayed its consent or approval if the withholding or delay is caused by instructions being sought from the Majority Lenders (or any other group of Lenders).

THE FACILITIES

The Facilities

Subject to the terms of this Agreement, the Lenders make available:

a Base Currency term loan facility in an aggregate amount equal to the Total Facility B Commitments;

a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Original Revolving Facility Commitments; and

a multicurrency acquisition and capital expenditure facility in an aggregate amount the Base Currency Amount of which is equal to the Total Capex/Acquisition Facility Commitments.

Facility B and the Capex/Acquisition Facility and will be available to the Company. The Revolving Facility will be available to the Company, OpSec (provided such companies are Borrowers) and any Additional Borrower.

Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make all or part of its Revolving Facility Commitment available to any Borrower as an Ancillary Facility.

Incremental Facilities

Increase

The Company may by giving prior notice to the Agent by no later than the date falling 30 days after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 10.6 (Right of cancellation in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 10.1 (Illegality); or

paragraph (a) of Clause 10.5 (Right of cancellation and repayment in relation to a single Lender),

the increased Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) 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;

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;

each Increase Lender shall, if it is not already a Lender, 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;

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

any increase in the Commitments relating to a Facility shall, subject to the condition set out in paragraph (d) below, take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied (acting reasonably) it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender.

An increase in the Commitments relating to a Facility will only be effective if the Increase Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement.

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

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 28.7 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 28.9 (Procedure for transfer) and if the Increase Lender was a New Lender.

The Company may pay (or may procure that another Obligor pays) 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.

The Company shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.3.

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.

Clause 28.8 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

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

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

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