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Schedule 1 Original Lenders

Schedule 2 Conditions precedent

Schedule 3 Requests

Schedule 4 Form of Increase Confirmation

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Transfer Certificate

Schedule 7 Form of Accession Agreement

Schedule 8 Form of Conditions Precedent Satisfaction Certificate

Schedule 9 Reference Rate Terms

Schedule 10 Daily Non-Cumulative Compounded RFR Rate

GLAXOSMITHKLINE LLC as the borrower (the “Original Borrower”);

GSK PLC as the guarantor (the “Guarantor”);

BANK OF AMERICA, N.A., LONDON BRANCH and CITIBANK, N.A., LONDON BRANCH as the bookrunners and mandated lead arrangers (the “Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the “Original Lenders”); and

CITIBANK EUROPE PLC, UK BRANCH as agent of the other Finance Parties (the “Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

the tender offer by the Purchaser in accordance with the terms of the Merger Documents for the purchase of all of the issued and outstanding shares of common stock of the Target (the “Offer”); and

the merger of the Purchaser with and into the Target.

the Closing Date; and

the Longstop Date.

the amount of its participation in any outstanding Loans under the Facility; and

in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under the Facility on or before the proposed Utilisation Date.

in respect of the first 12 Months after the date of this Agreement:

for the period from (and including) the date of this Agreement to (but excluding) the date falling six Months after the date of this Agreement, 0.15 per cent. per annum;

for the period from (and including) the date falling six Months after the date of this Agreement to (but excluding) the date falling nine Months after the date of this Agreement, 0.35 per cent. per annum; and

for the period from (and including) the date falling nine Months after the date of this Agreement to (but excluding) the date falling 12 Months after the date of this Agreement, 0.45 per cent. per annum; and

in respect of each subsequent period of 3 Months, commencing from (and including) the date falling 12 Months after the date of this Agreement, the aggregate of the Base Margin payable in respect of the previous 3 Months plus 0.125 per cent. per annum.

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

in relation to:

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

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

for each Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Original Lenders) and the amount of any other commitment transferred to it, or which it assumes or acquires, including by way of increase under Clause 2.2 (Increase); and

for any other Lender, the amount of any Commitment transferred to it, or which it assumes or acquires, including by way of increase under Clause 2.2 (Increase) or Clause 24 (Changes to the Lenders),

is agreed in writing by the Obligors’ Agent, 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 Obligors’ Agent and each Finance Party.

any member of the Group or any of its advisers; or

another Finance Party or any of its advisers, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its 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 36 (Confidentiality); 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 (and has been lawfully obtained) by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group 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.

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

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 Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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,

any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder as in effect on the date hereof (other than an event for which the 30-day notice period is waived) with respect to a Plan;

the failure by any Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived;

the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to the Plan;

a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA);

the incurrence by a US Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan;

the receipt by a US Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan;

the incurrence by a US Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or

the receipt by a US Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA).

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.

the Agent and the Guarantor or the Original Borrower; or

the Original Lenders and the Guarantor or the Original Borrower,

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”;

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

the Agent is not a FATCA Exempt Party,

in the case of paragraph (a) above:

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.

monies borrowed and debit balances at banks;

amounts raised by acceptance under any acceptance credit;

amounts raised under any notes, debentures, bonds, loan notes or other security;

the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with GAAP, be treated as finance leases;

any currency swap or interest swap arrangement (for the purpose of any calculation of the amount of that indebtedness, insofar as it constitutes the aggregate net debt position in relation thereto); and

amounts raised under any other transaction having the commercial and economic effect of a borrowing and which would be classified as a borrowing in accordance with GAAP.

the Merger Agreement;

a corporate structure chart in respect of the Group;

the Original Consolidated Financial Statements; and

such other information as is agreed by the Original Lenders and the Obligors’ Agent in writing from time to time.

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 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 (h) above; or

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

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

relates to a Loan.

any Original Lender; and

any person which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase) or Clause 24 (Changes to the Lenders),

Clause 23.1 (Non-payment);

Clause 23.2 (Misrepresentation) insofar as it relates to a breach of any Major Representation;

Clause 23.3 (Other obligations) insofar as it relates to a breach of any Major Undertaking;

Clause 23.5 (Insolvency);

Clause 23.6 (Insolvency proceedings);

Clause 23.7 (US Bankruptcy law);

Clause 23.8 (Repudiation); and

Clause 23.9 (Unlawfulness).

Clause 19.2 (Status);

Clause 19.5 (Power and authority);

Clause 19.7 (Binding obligations);

Clause 19.10 (No conflict); and

Clause 19.11 (Merger Documents).

Clause 22.2 (Authorisations);

Clause 22.3 (Compliance with laws);

Clause 22.4 (Negative pledge);

Clause 22.6 (Merger Documents); and

Clause 22.10 (Funding Release).

downgraded by S&P Global Ratings, Inc to A- or lower; or

downgraded by Moody’s Investors Service Limited to A3 or lower,

a downgrade by either of S&P Global Ratings, Inc or Moody’s Investors Service Limited shall be disregarded for the purposes of this provision to the extent the other has already concluded an equivalent downgrade (such that a downgrade by both S&P Global Ratings, Inc. and Moody’s Investors Service Limited of a full notch shall only result in a single increase of 0.025 per cent); and

such increases in the applicable Base Margin shall cease to apply where at any time thereafter the Guarantor’s long-term unsecured and non-credit enhanced debt obligations are rated A or higher by S&P Global Ratings, Inc (in the case of (i)) and A2 or higher by Moody’s Investors Service Limited (in the case of (b)).

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

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

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

identifies itself as a Pre-Funding Extension Notice; and

confirms:

no Major Default is continuing; and

the Major Representations are true in all material respects. “Pre-Funding Loan” shall mean a Loan:

specified as such in the relevant Utilisation Request; and

which is advanced before those conditions set forth in Annex I to the Merger Agreement (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer) are satisfied or waived in accordance with the terms of the Merger Documents.

if:

there has not previously been a mandatory prepayment of any Loan pursuant to Clause 8.4 (Prepayment due to absence of a Funding Release Certificate); and

the Original Borrower has not delivered a Pre-Funding Extension Notice,

if:

there has previously been a mandatory prepayment of any Loan pursuant to Clause 8.4 (Prepayment due to absence of a Funding Release Certificate); or

the Original Borrower has delivered a Pre-Funding Extension Notice,

the “Outside Date” under and as defined in the Merger Agreement; and

the date falling six Months from the date of this Agreement,

is agreed in writing by the Obligors’ Agent, 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; and

has been made available to the Obligors’ Agent 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,

indebtedness for moneys borrowed or any debit balances at banks with a maturity of 365 days or less; or

indebtedness which:

is in the form of or represented by bonds, notes, loan stock, depositary receipts or other securities issued otherwise than to constitute or represent advances made by banks and/or other lending institutions;

is denominated, or confers any right to payment of principal, premium and/or interest, in or by reference to any currency other than the currency of the country in which the issuer of the indebtedness has its principal place of business, or is denominated in or by reference to the currency of such country but is placed or offered for subscription or sale by or on behalf of, or by agreement with, the issuer as to over 20 per cent. outside such country; and

at its date of issue is, or is intended by the issuer to become, quoted, listed, traded or dealt in on any stock exchange, over-the-counter market or other securities market.

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.

the fair value of the assets of such person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such person;

such person is able to pay its debts and liabilities, contingent or otherwise, as such liabilities become absolute and matured; and

such person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which it has unreasonably small capital.

a Borrower which is resident for Tax purposes in the United States; or

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

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);

to the extent not included in paragraph (a) above, any value added tax imposed by the Value Added Tax Act 1994 and legislation and regulations supplemental thereto; and

any other Tax of a similar nature to the Taxes referred to in paragraph (a) or paragraph (b) above, whether imposed in a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in paragraph (a) or paragraph (b) above or imposed elsewhere.

Construction

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

a “Borrower”, the “Agent”, the “Arranger”, any “Finance Party”, the “Guarantor”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include their respective successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

a “group of Lenders” includes all the Lenders;

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

“know your customer” checks or requirements are the checks that a Finance Party requests in order to meet its obligations under applicable money laundering requirements to identify a person who is (or is to become) its customer;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (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) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

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 Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

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 9 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

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

Schedule 10 (Daily Non-Cumulative Compounded RFR Rate); or

any earlier Compounding Methodology Supplement.

Currency symbols and definitions

THE FACILITY

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a committed US dollar term loan facility in an aggregate amount equal to the Total Commitments.

The Facility may be utilised by way of a Loan or Loans in accordance with Clause 5 (Utilisation).

Increase

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

the Available Commitments of a Defaulting Lender in accordance with Clause 7.5 (Right of cancellation and repayment in relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 7.1 (Illegality); or

paragraph (a) of Clause 7.4 (Right of replacement or repayment and cancellation in relation to a single Lender),

the increased Commitments will be assumed by one or more Eligible Institutions (each “Increase Lender”) and 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 each Obligor 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 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 will only be effective on:

the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the Agent being satisfied that 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. The Agent shall promptly notify the Obligors’ Agent and the Increase Lender upon being so satisfied.

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 Increase Date 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 24.5 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 24.7 (Procedure for transfer) and if the Increase Lender was a New Lender.

Any Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between that Borrower and the Increase Lender in a letter between that Borrower and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this Clause 2.2(d).

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

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”.

Finance Parties’ rights and obligations

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

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

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ Agent

Each Obligor by its execution of this Agreement hereby irrevocably authorises both of the Original Borrower and the Guarantor, acting alone, (either the Original Borrower or Guarantor acting in such capacity, the “Obligors’ Agent”) to give all notices (including without limitation Utilisation Requests, notices of prepayment and cancellation and Selection Notices) and instructions and make such agreements (including, without limitation, in relation to Clause 35 (Amendments and Waivers)) expressed to be capable of being given or made by the Obligors, notwithstanding that they may affect that Obligor, without further reference to or the consent of that Obligor and that Obligor shall, as regards the Finance Parties, be bound thereby as though that Obligor had agreed that change, given that notice or made that agreement.

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

PURPOSE

Purpose

in respect of any Loan which is not a Pre-Funding Loan, in or towards financing or re-financing:

the consideration payable and any payments under the Merger Documents, in each case in connection with the Acquisition;

any payments of Transaction Costs (excluding payment of any fees, amounts or expenses owing to any Affiliate of the Arrangers or of the Original Lenders which is not party to this Agreement); and/or

any financial indebtedness of the Target and its Affiliates acquired pursuant to the Acquisition; and/or

in respect of any Loan which is a Pre-Funding Loan, in accordance with Clause 22.10(a) (Funding Release).

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation: the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in a form and substance satisfactory to the Agent. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.

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

Utilisation during the Availability Period

Subject to Clause 4.1 (Initial conditions precedent), the obligations of each Lender to participate in a Loan during the Availability Period are subject to the further conditions precedent that on the date of the Utilisation Request and the proposed Utilisation Date:

no Major Default is continuing or would result from the making of the proposed Loan; and

the Major Representations are true in all material respects and will be true in all material respects immediately after the proposed Loan is made.

During the Availability Period (save in circumstances where, pursuant to Clause 4.2(a) above, a Lender is not obliged to participate in a Loan under this Agreement) and subject to Clause 7.1 (Illegality) and each Borrower’s compliance with Clause 8 (Mandatory prepayment and cancellation) in circumstances where that Clause is applicable, none of the Finance Parties shall be entitled to:

cancel any of its Commitments;

rescind, terminate or cancel this Agreement or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Loan;

refuse to participate in the making of a Loan;

exercise any right of set-off or counterclaim in respect of a Loan under this Agreement to the extent that to do so would prevent or limit the making of a Loan; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent to do so would prevent or limit the making of a Loan,

Maximum number of Utilisations

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

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

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

the proposed Interest Period complies with Clause 11 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be US Dollars.

The amount of a proposed Loan must be:

a minimum of $100,000,000 with an integral multiple of $1,000,000 or if less, the Available Facility; and

in any event such that the proposed Loan is less than or equal to the Available Facility.

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

Cancellation of Commitment

EXTENSION AND REPAYMENT

Extension

A Borrower may, by giving an irrevocable Extension Notice to the Agent, request that the Initial Maturity Date in respect of any or all of the Loans be extended for two further periods of six Months.

The first Extension Notice provided in respect of the Facility may request an extension for a period of six Months from the Initial Maturity Date (such extended date being the “First Extension Maturity Date”). The second Extension Notice may request an extension for a period of six Months from the First Extension Maturity Date (such extended date being the “Second Extension Maturity Date”).

An Extension Notice may only be given by the Obligors’ Agent:

not more than 60 days and not less than 30 days before the Initial Maturity Date, in the case of the first Extension Notice; and

not more than 60 days and not less than 30 days before the First Extension Maturity Date, in the case of the second Extension Notice.

Following the delivery of an Extension Notice, the Final Maturity Date in respect of the relevant Loans shall be automatically extended for a further period of six Months (as applicable) provided that no Event of Default has occurred and is continuing on the date of the relevant Extension Notice and the Initial Maturity Date or the First Extension Maturity Date (as applicable).

A Borrower shall not be entitled to request more than two extensions in relation to any Loans under this Clause 6.1 and in no circumstances may the Facility be extended for an aggregate period of more than one year from the Initial Maturity Date.

The Agent must promptly notify the Lenders of receipt of an Extension Notice.

Repayment

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

If at any time it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in a Loan, that Lender shall, promptly after becoming aware of the same, deliver to the Obligors’ Agent and the Agent a certificate to that effect (giving reasonable details of the basis of the unlawfulness) upon becoming aware of that event and:

upon the Agent notifying the Lender, such Lender shall not thereafter be obliged to make any Loans hereunder and the amount of its Available Commitment shall be immediately reduced to zero; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.4 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall repay that Lender’s participation in that Loan made to that Borrower on the last day of the Interest Period for that Loan occurring after the Agent has notified the Obligors’ Agent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Voluntary cancellations

Voluntary prepayment of a Loan

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under Clause 14.2(c) (Tax gross-up); or

any Lender claims indemnification from a Borrower under Clause 14.3 (Tax indemnity) or Clause 15 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment(s) of that Lender shall immediately be reduced to zero.

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

If:

any of the circumstances set out in paragraph (a) above apply to a Lender; or

an Obligor will, subject to the operation of this Clause 7.4, become obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender,

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

the Borrowers shall have no right to replace the Agent;

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

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

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

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

The obligations in this Clause 7.4 do not in any way limit the obligations of any Finance Party under Clause 17 (Mitigation by the Finance Parties).

Right of cancellation and repayment in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent notice of (i) cancellation of each Available Commitment of that Lender and the date thereof and, if it so wishes, (ii) its intention to procure the repayment of that Lender’s participation in the Loans and the date thereof.

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

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

On the last day of each Interest Period which ends after the Borrowers have given notice of repayment under paragraph (a) above (or, if earlier, the date specified by the Borrowers in that notice), the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

MANDATORY PREPAYMENT AND CANCELLATION

Mandatory prepayment from Net Capital Markets Proceeds

In this Clause 8.1:

any bond, note or other similar debt security (including, without limitation, debt securities which are convertible into equity); and

any term loan,

for the purposes of refinancing the Group’s ordinary course operations or existing short-term debt obligations (including, without limitation, its debt securities with ISINs XS1681519184, US377373AM70 or US377373AN53);

by way of commercial paper issuances for liquidity purposes and for a term no greater than 12 Months;

in connection with working capital facilities or local working capital facilities; and

where the Net Debt Capital Market Proceeds are less than or equal to $100,000,000

any Equity Capital Markets Issue from which the Net Equity Capital Markets Proceeds are less than or equal to $200,000,000, all the Net Equity Capital Markets Proceeds from that Equity Capital Markets Issue; and

in relation to any Equity Capital Markets Issue from which the Net Equity Capital Markets Proceeds exceed $200,000,000, the Net Equity Capital Markets Proceeds from that Equity Capital Markets Issue in an amount equal to $200,000,000.

all fees and transaction costs and expenses (in each case, plus any applicable VAT thereon) incurred in connection with:

the raising of those proceeds; and

the transfer of such proceeds from any Group Company to a Borrower in order to comply with this Clause 8.1;

any Taxes incurred and required to be paid by any member of the Group as a result of, or in connection with, the raising of such proceeds (or transferring such proceeds to that Group Company).

all fees and transaction costs and expenses (in each case, plus any applicable VAT thereon) incurred in connection with:

the raising of those proceeds; and

the transfer of such proceeds from any Group Company to a Borrower in order to comply with this Clause 8.1; and

any Taxes incurred and required to be paid by any member of the Group as a result of, or in connection with, the raising of such proceeds (or transferring such proceeds to that Group Company).

Where any Net Debt Capital Markets Proceeds are received by any Group Company and one or more Loans are outstanding, a Borrower shall notify the Agent promptly following such receipt and shall apply (or shall procure the application of) an amount equal to the value of such Net Debt Capital Markets Proceeds in prepayment of the Loans selected, and in the proportions determined, by the relevant Borrower in its sole discretion. Any such prepayment shall be made on the last day of the relevant Interest Period and in any event within 30 days of receipt of such Net Debt Capital Markets Proceeds by that Group Company. The Total Commitments shall be automatically cancelled on the date of the prepayment by an amount equal to such prepayment.

Where any Net Debt Capital Markets Proceeds are received by a Borrower or any other Group Company and either:

the amount equal to the value of such Net Debt Capital Markets Proceeds exceeds the aggregate outstanding amount of the Loans at that time (the amount of such excess being the “Excess Net Debt Capital Markets Proceeds”); or

no Loan is outstanding at that time,

Where any Relevant Equity Capital Markets Proceeds are received by any Group Company and one or more Loans are outstanding, a Borrower shall notify the Agent promptly following such receipt and shall apply (or shall procure the application of) an amount equal to the value of such Relevant Equity Capital Markets Proceeds in prepayment of the Loans selected, and in the proportions determined, by the relevant Borrower in its sole discretion. Any such prepayment shall be made on the last day of the relevant Interest Period and in any event within 30 days of receipt of such Relevant Equity Capital Markets Proceeds by that Group Company. The Total Commitments shall be automatically cancelled on the date of the prepayment by an amount equal to such prepayment.

Where any Relevant Equity Capital Markets Proceeds are received by a Borrower or any other Group Company and either:

the amount equal to the value of such Relevant Equity Capital Markets Proceeds exceeds the aggregate outstanding amount of the Loans at that time (the amount of such excess being the “Excess Net Equity Capital Markets Proceeds”); or

no Loan is outstanding at that time,

Mandatory prepayment from disposal proceeds

In this Clause 8.2:

any Disposal from which the Net Disposal Proceeds are less than or equal to $250,000,000 all the Net Disposal Proceeds from that Disposal; and

in relation to any Disposal from which the Net Disposal Proceeds exceed $250,000,000, the Net Disposal Proceeds from that Disposal in an amount equal to $250,000,000.

all fees and transaction costs and expenses (in each case, plus applicable VAT thereon) incurred in connection with:

such Disposal; and

the transfer of such proceeds from that Group Company to a Borrower in order to comply with this Clause 8.2;

any Tax incurred by any member of the Group as a result of, or in connection with, that Disposal (or transferring such cash consideration to a Group Company); and

any amount of such cash consideration which is not reasonably practicable to transfer to a Borrower (as determined by the Borrowers, acting reasonably).

A reference in this Clause to an amount in US dollars includes a reference to the equivalent of such US dollar amount (at the spot rate determined by a Borrower in good faith as of the date on which such non-US dollar amount becomes available to such Borrower and notified to the Agent) in any other currency.

Where any Net Disposal Proceeds are received by a Borrower or any other Group Company and one or more Loans is outstanding, that Borrower shall notify the Agent promptly following such receipt and apply (or shall procure the application of) an amount equal to the value of such Relevant Disposal Proceeds in prepayment of the Loans selected, and in the proportions determined, by the relevant Borrower in its sole discretion. Any such prepayment shall be made on the last day of the relevant Interest Period and in any event within 30 days of receipt of such Net Disposal Proceeds by that Group Company. The Total Commitments shall be automatically cancelled on the date of the prepayment by an amount equal to such prepayment.

Where any Relevant Disposal Proceeds are received by a Borrower or any other Group Company and either:

the amount equal to the value of such Relevant Disposal Proceeds exceeds the aggregate outstanding amount of the Loans at that time (the amount of such excess being the “Excess Relevant Disposal Proceeds”); or

no Loan is outstanding at that time,

Change of control

the Guarantor shall promptly notify the Agent upon becoming aware of that event;

for a period of not more than 45 days from receipt of the Agent’s notice under paragraph (a) above:

the Lenders shall enter into negotiations in good faith with the Guarantor with a view to agreeing whether the Facility can continue to be made available; and

the Guarantor may elect to procure the transfer of some or all of the participations in the Loans made by the Lenders to the relevant Borrower to another Borrower.

if no such agreement is reached within, or to the extent a transfer fails to be effected in, such 45 day period and a Lender so requires and notifies the Agent within 10 days of the end of the aforementioned 45 day period, the Agent shall, by not less than thirty days’ notice to the relevant Borrower, declare the participation of that Lender in all outstanding Loans made to the relevant Borrower, together with accrued interest thereon, and all other amounts accrued under the Finance Documents payable by that Borrower immediately due and payable, whereupon all such outstanding Loans and amounts will become immediately due and payable by the relevant Borrower.

Prepayment due to absence of a Funding Release Certificate

In the event that the Original Borrower:

has not delivered a Funding Release Certificate to the Agent in accordance with Clause 22.10(b) (Funding Release); and

has not agreed with the Agent (acting on the instructions of the Majority Lenders) that this Clause 8.4(a) shall not apply,

Following a prepayment pursuant to this Clause 8.4:

if:

such prepayment is the first occasion on which a Loan has been prepaid pursuant to this Clause 8.4 (Prepayment due to absence of a Funding Release Certificate); and

no Pre-Funding Extension Notice has previously been delivered to the Agent,

if such prepayment is the second occasion on which a Loan has been prepaid pursuant to this Clause 8.4 (Prepayment due to absence of a Funding Release Certificate); or

a Pre-Funding Extension Notice has previously been delivered to the Agent,

Prepayment due to Acquisition not proceeding

any Pre-Funding Loans shall become immediately due and payable on the second Business Day following such notification by the relevant Borrower; and

the Available Facility will be cancelled in full.

Automatic cancellation

RESTRICTIONS

Restrictions

Any notice of cancellation or prepayment given by any Party under this Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and without premium or penalty.

The Borrowers may not reborrow any part of the Facility which is prepaid pursuant to Clauses 7 (Illegality, Voluntary Prepayment and Cancellation), 8.1 (Mandatory prepayment from Net Capital Markets Proceeds), 8.2 (Mandatory prepayment from disposal proceeds), 8.3 (Change of control) or 8.5 (Prepayment due to Acquisition not proceeding). The Borrowers may only reborrow a part of the Facility which is prepaid pursuant to Clause 8.4 (Prepayment due to absence of a Funding Release Certificate) only in the circumstances described in Clause 8.4(b).

The Borrowers shall not repay or prepay all or any part of any Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice of cancellation or prepayment it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Loan is repaid or prepaid then, other than in the circumstances described in Clause 8.4 (Prepayment due to absence of a Funding Release Certificate), an amount of that Lender’s Commitment will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

INTEREST

Calculation of interest

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

Margin; and

Compounded Reference Rate for that day.

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

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.

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

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

the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

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

Notifications

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

the relevant Borrower of that Interest Payment;

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

the relevant Lenders and the relevant Borrower of each applicable rate of interest relating to the determination of that Interest Payment.

The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

This Clause 10.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

INTEREST PERIODS

Selection of Interest Periods

A Borrower may select an Interest Period for a Loan in the Utilisation Request or (if that Loan has already been borrowed) in a Selection Notice.

Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower to which that Loan was made not later than 3pm on the third Business Day prior to the last day of the relevant Interest Period.

If a Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

Subject to this Clause 11, a Borrower may select an Interest Period of any period specified in the Reference Rate Terms or of any other period not exceeding six Months agreed between that Borrower, the Agent and all the Lenders.

An Interest Period for a Loan shall not extend beyond the Final Maturity Date.

Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

No Interest Period shall be longer than six Months.

The last day of each Interest Period for all Loans shall always be the same.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Interest calculation if no RFR or Central Bank Rate

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

“Cost of funds will apply as a fallback” is specified in the Reference Rate Terms,

Cost of funds

If this Clause 12.2 applies to a Loan for an Interest Period, Clause 10.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and then the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

If this Clause 12.2 applies and the Agent or the Borrower to which a Loan was made so requires, the Agent and that Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the relevant Borrower, be binding on all Parties.

If this Clause 12.2 applies the Agent shall, as soon as is practicable, notify the applicable Borrower.

FEES; COSTS AND EXPENSES

Ticking fees

The Borrowers shall pay to the Agent (for the account of each Lender) a fee (the “Ticking Fee”) computed at a rate of:

0 per cent. of the applicable Margin on that Lender’s Available Commitment for the Availability Period in respect of the period from (and including) the date of this Agreement to (but excluding) the date falling three Month after the date of this Agreement;

10 per cent. of the applicable Margin on that Lender’s Available Commitment for the Availability Period in respect of the period from (and including) the date falling three Months after the date of this Agreement to (but excluding) the date falling five Months after the date of this Agreement;

20 per cent. of the applicable Margin on that Lender’s Available Commitment for the Availability Period in respect of each successive period of three Months following the date falling five Months after the date of this Agreement that starts (and includes) the day after the last day of the preceding three Month period and ends (but excludes) the date falling three Months after the first day of such period.

The Ticking Fees, shall be computed as at:

the last day of each period specified in Clauses 13.1(a)(i) to (a)(iii) (each a “Relevant Period”);

the last day of the Availability Period; and

if any Commitment is cancelled, on the cancelled amount at the time the cancellation is effective.

The Borrowers shall pay the Ticking Fees for each Relevant Period to the Agent (for the account of the Lenders) on the dates set out in Clause (b) above and any accrued and unpaid Ticking Fees outstanding on the Final Maturity Date shall be paid by the Borrowers on such date without the requirement that the Agent provides notice of such amount.

No Ticking Fees are payable by the Borrowers on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

Extension fees

the Final Maturity Date of such Loan is extended from the Initial Maturity Date to the First Extension Maturity Date, the Borrower to which that Loan was made shall pay to the Agent (for the account of each Lender) on the Initial Maturity Date a fee equal to the First Extension Fee; and

the Final Maturity Date of such Loan is extended from the First Extension Maturity Date to the Second Extension Maturity Date, the Borrower to which that Loan was made shall pay to the Agent (for the account of each Lender) on the First Extension Maturity Date a fee equal to the Second Extension Fee.

Underwriting fee

Upfront fee

Agency fee

Costs and expenses

All fees payable pursuant to this Clause 13 shall be deemed exclusive of VAT and calculated as provided for pursuant to Clause 14.5 (VAT).

The Borrowers shall pay all stamp, registration and other similar Taxes to which the Finance Documents are subject and shall, from time to time within ten Business Days of demand of any Lender, indemnify such Lender against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such stamp, registration and other similar Taxes. This Clause shall not, for the avoidance of doubt, apply in respect of any such Taxes, liabilities, costs, claims and expenses resulting from any transfer or assignment of any rights of a Lender under any Finance Document.

The Borrowers shall within 21 days of demand promptly pay the Agent and the Arranger the amount of all costs and expenses (including legal fees, subject to any cap on those fees which were agreed between the Obligors’ Agent and the Agent or each Arranger (as applicable)) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

If:

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 35 (Amendments and Waivers),

The Obligors’ Agent shall, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

TAX GROSS-UP AND INDEMNITIES

Definitions

In this Agreement:

with respect to an amount due from an Obligor incorporated in the United Kingdom or operating in the United Kingdom through a permanent establishment in the United Kingdom with which the relevant amount is connected, a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

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

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

a Treaty Lender with respect to the United Kingdom,

with respect to an amount due from a US Borrower, a Lender:

that is a United States person for US federal income tax purposes and that has delivered to the US Borrower and the Agent on or prior to the date on which such person becomes a Lender under this Agreement (and that agrees to so deliver from time to time promptly upon the reasonable request of the US Borrower or the Agent), two executed copies of IRS Form W-9 certifying that Lender is exempt from U.S. federal backup withholding tax or any successor form thereto;

that is not a United States person for US federal income tax purposes and that has,

in the case of such a Lender that conducts a trade or business in the United States with which such payment is effectively connected, delivered to each US Borrower and the Agent on or prior to the date on which such person becomes a Lender under this Agreement (and that agrees to so deliver from time to time promptly upon the reasonable request of a US Borrower or the Agent), two executed copies of IRS Form W-8ECI or any successor form thereto;

in the case of such a Lender that is a Treaty Lender with respect to the United States, delivered to each US Borrower and the Agent on or prior to the date on which such person becomes a Lender under this Agreement (and that agrees to so deliver from time to time promptly upon the reasonable request of a US Borrower or the Agent), two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable or any successor form thereto;

in the case of such a Lender that is claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, delivered to each US Borrower and the Agent on or prior to the date on which such person becomes a Lender under this Agreement (and that agrees to so deliver from time to time promptly upon the reasonable request of a US Borrower or the Agent) (x) two executed copies of a certificate to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a US Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments payable to such Lender are effectively connected with the conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, or any successor form thereto;

in the case of a Lender that is a partnership for US federal income tax purposes or is not the beneficial owner, delivered to each US Borrower and the Agent on or prior to the date on which such person becomes a Lender under this Agreement (and that agrees to so deliver from time to time promptly upon the reasonable request of a US Borrower or the Agent) executed copies of IRS Form W-8IMY or any successor form thereto, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents or successor forms (or by a IRS Form W-8IMY with attachments) from each partner or beneficial owner, as applicable that, in each case, would result in no Tax Deduction being applicable with respect to an amount due from (or paid by) a US Borrower; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner,

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

does not carry on a business in the United Kingdom or in the United States, as the case may be, through a permanent establishment in the United Kingdom or the United States, as the case may be, with which that Lender’s participation in a Loan is effectively connected; and

satisfies all other conditions in the Treaty required to be satisfied under the Treaty for residents of that Treaty State to obtain full exemption from United Kingdom taxation or United States taxation, as the case may be, on interest which relate to the Lender (including its tax or other status, the manner in which or the period for which it holds any rights under a Finance Document, the reasons or purposes for its acquisition of such rights and the nature of any arrangements by which it disposes of or otherwise turns to account such rights).

where it relates to a Treaty Lender with respect to the UK that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Schedule 1 (Original Lenders), and, where the UK Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower; or

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

where the UK Borrower is a Borrower as at the date on which that Treaty Lender with respect to the UK becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of that date; or

where the UK Borrower is not a Borrower as at the date on which that Treaty Lender with respect to the UK becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Additional Borrower.

Unless a contrary indication appears, in this Clause 14 a reference to “determines” or “determined” means a determination made by the relevant person acting reasonably.

Tax gross-up

All payments to be made by an Obligor to the Lenders under the Finance Documents shall be made without any Tax Deduction, unless a Tax Deduction or other deduction or withholding is required by law.

If, at any time, an Obligor becomes aware that it must make a Tax Deduction (or if thereafter there is any change in the rates at which or the manner in which such Tax Deduction is calculated), that Obligor shall notify the Agent. Similarly, a Lender shall promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall promptly notify the Obligors’ Agent.

If an Obligor is required by law to make a Tax Deduction then the sum payable by such Obligor in respect of which the Tax Deduction is required to be made shall be increased to the extent necessary to an amount which, after making any Tax Deduction, leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax:

imposed by the United Kingdom, if on the date on which the payment falls due:

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

the relevant Lender is a UK Qualifying Lender by virtue only of being a Treaty Lender with respect to the United Kingdom and the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (f) or (g) (as applicable) below; or

imposed by the United States from any payment due to a Lender under the Finance Documents if, on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if (i) it was a US Qualifying Lender but on that date that Lender is not or has ceased to be a US Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant Tax authority or (ii) it had complied with its obligations under paragraph (h) below.

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law and shall deliver to the Agent for the Finance Party entitled to that payment, within 30 days after it has made such Tax Deduction or payment to the applicable authority, an original receipt (or a certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld in respect of such payment or in the event that the relevant taxation or other authority has not issued such a receipt, a statement confirming that such payment has been made.

Subject to paragraph (ii) below, a Treaty Lender and an Obligor other than a US Borrower which makes a payment to which that Treaty Lender is entitled shall complete as soon as reasonably practicable any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

A Treaty Lender with respect to the UK which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Original Lenders); and

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

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

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

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

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

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

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

In respect of any US Borrower, any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under the Finance Documents shall, to the extent it is legally entitled to do so, deliver to a US Borrower, at the time or times reasonably requested by that US Borrower, such properly completed and executed documentation reasonably requested by that US Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by a US Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by that US Borrower as will enable that US Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Any Lender that is not a United States person shall, to the extent it is legally entitled to do so, deliver to a US Borrower on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of a US Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit that US Borrower to determine the withholding or deduction required to be made. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation (other than for the avoidance of doubt, any documentation referenced in the definition of US Qualifying Lender) shall not be required if such completion, execution or submission would materially prejudice the legal or commercial position of such Lender.

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

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

Each Original Lender confirms that it is a Qualifying Lender by entering into this Agreement and acknowledges that the Obligors are entering into this Agreement in reliance upon such confirmation.

A Lender shall promptly notify the Obligors’ Agent and the Agent if it ceases to be a Qualifying Lender.

If an Obligor makes any payment to a Finance Party in respect of or relating to a Tax Deduction, but such Obligor was not obliged to make such payment, the relevant Finance Party shall within five Business Days of demand refund such payment to such Obligor (together with interest on such amount calculated from the date on which such payment was made until the date of repayment at the rate which would have applied if the amount repayable had been a Loan with an Interest Period of that duration).

The Agent on request shall provide any US Borrowers with executed copies of, if it is a United States person, IRS Form W-9 certifying that it is exempt from U.S. federal backup withholding, and, if it is not a United States Person, (1) IRS Form W-8ECI or IRS Form W-8BEN-E or (2) IRS Form W-8IMY (together with required accompanying documentation) with respect to payments to be received by it as a beneficial owner. The Agent shall upon request provide to any US Borrower any forms or documentation that it has received from the Lenders.

Tax indemnity

The Obligors’ Agent shall (within ten Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which has been (directly or indirectly) suffered for or on account of Tax as a consequence of any change in law or regulation by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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

in the case of a US Borrower, as a result of a present or former connection between such Finance Party and the jurisdiction imposing such Tax (other than connections arising solely from such Finance Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Finance Document, or sold or assigned an interest in any Loan or Finance Document),

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 14.2 (Tax gross-up), Clause 13.6 (Costs and expenses) or Clause 14.5 (VAT);

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied or the Lender failed to take steps to mitigate as set out in Clause 17 (Mitigation by the Finance Parties);

would have been compensated for by a payment under Clause 13.6 (Costs and expenses) or Clause 14.5 (VAT) but was not so compensated for solely because one of the exclusions in those Clauses applied; or

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

with respect to any Tax assessed or imposed on the Agent by the United States that is attributable to the Agent’s failure to comply with its obligations under paragraph (n) of Clause 14.2 (Tax gross-up).

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

If an Obligor makes a Tax Payment and the relevant Finance Party determines that a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required, the Finance Party shall pay an amount to that Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by that Obligor.

If a Lender intends to make a claim pursuant to paragraph (a) above, it shall deliver to the Obligors’ Agent and the Agent a notice specifying the event by reason of which it is entitled to do so and setting out in reasonable detail the basis of the computation of such claim provided that if the relevant Lender fails to give such a notice within 30 days of any of its Facility Offices becoming aware of such event then such Lender shall not be entitled to make any claim under paragraph (a) in respect of the period more than 30 days before the date upon which it gives such a notice and provided further that nothing herein shall require such Lender to disclose any confidential information relating to the organisation of its affairs.

Lender Status Confirmation

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and the Obligors, which of the following categories it falls in:

not a Qualifying Lender;

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

a Treaty Lender.

If such a Lender fails to indicate its status in accordance with paragraph (a) above then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall promptly inform the Obligors’ Agent). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with paragraph (a) above.

With respect to a Lender lending to a US Borrower, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form of certification or promptly notify the Agent in writing of its legal inability to do so.

VAT

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

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

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

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

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

Any reference in this Clause 14.4 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994) or, in the case of the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union, the person who is treated as making the supply, or (as appropriate) receiving the supply so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

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

confirm to that Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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

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

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

Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of any law or regulation, any fiduciary duty or any duty of confidentiality.

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

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

where a Party is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

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

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

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

to the Agent:

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

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

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

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

FATCA Deduction

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

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Obligors’ Agent and the Agent and the Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased costs

If, by reason of: (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or (ii) compliance with any law or regulation made after the date of this Agreement:

a Lender (or its Holding Company) incurs a cost as a result of such Finance Party having entered into and/or performing its obligations under this Agreement and/or assuming or maintaining a commitment under this Agreement and/or making one or more Loans hereunder;

a Lender (or its Holding Company) is unable to obtain the rate of return on its overall capital which it would have been able to obtain but for such Lender having entered into and/or performing its obligations and/or assuming or maintaining a commitment under this Agreement;

there is any increase in the cost to a Lender (or its Holding Company) of funding or maintaining any of the Loans made or to be made by such Lender hereunder,

Paragraph (a) above shall not entitle the Lender (or its Holding Company) to receive any amounts:

attributable to a Tax Deduction (as defined in Clause 14.1 (Definitions) required by law to be made by an Obligor;

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

attributable to any change in the rate of Tax on the overall net income of the Finance Party (or its Holding Company);

compensated for by the operation of Clause 14 (Tax Gross-Up and Indemnities) or which would have been compensated for under those Clauses but was not so compensated for because any of the exclusions, exceptions or carve-outs to such Clauses applied or the Finance Party failed to take steps to mitigate as set out in Clause 17 (Mitigation by the Finance Parties);

attributable to the implementation or application of or compliance with the Basel II Framework or the Basel III Framework; or

attributable to the wilful breach by the Lender (or its Holding Company) of any law or regulation.

Increased cost of claims

Dodd-Frank Wall Street Reform and Consumer Protection Act 2010

OTHER INDEMNITIES

Currency indemnity

making or filing a claim or proof against that Obligor;

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

Other indemnities

Indemnity to the Agent

investigating any event which it reasonably believes is a Default;

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

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement (provided the Agent in its reasonable opinion deems the instruction necessary).

Acquisition indemnity

has not already been paid pursuant to any other indemnity in the Finance Documents or any other indemnity provided by the Guarantor to that Indemnified Person in any capacity; or

is not finally judicially determined to result directly from the gross negligence, wilful misconduct or fraud of any Indemnified Person.

MITIGATION BY THE FINANCE PARTIES

Mitigation

an increase in the amount of any payment to be made to the Lenders pursuant to Clause 14.2(c) (Tax gross-up); or

a claim for indemnification pursuant to Clause 14.3 (Tax indemnity), Clause 16.1 (Currency indemnity) or Clause 16.4 (Acquisition indemnity); or

the Commitment being reduced to zero or a Borrower having to make a payment to a Lender under Clause 7.1 (Illegality),

Limitation of liability

The Obligors’ Agent shall within five Business Days of demand indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

GUARANTEE

Guarantee and indemnity

as principal obligor, guarantees to each Finance Party within five Business Days of demand by the Agent the prompt performance by each Borrower of all its payment obligations under the Finance Documents;

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall within five Business Days of demand by the Agent pay that amount as if the Guarantor instead of the relevant Borrower were expressed to be the principal obligor; and

agrees to indemnify each Finance Party within five Business Days of demand by the Agent against any loss or liability suffered by that Finance Party as a result of any obligation guaranteed by the Guarantor being or becoming unenforceable, invalid or illegal. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Where any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the basis of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation, administration or otherwise without limitation, the liability of the Guarantor under this Clause 18 shall continue as if the discharge or arrangement had not occurred.

Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

Waiver of defences

any time, waiver or consent granted to, or composition with, any Obligor or any other person;

the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor of any Group Company;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any variation, however fundamental, (including the extension of the availability of a Facility or the increase or reinstatement of the whole or any part of the Total Commitments) or replacement of a Finance Document or any other document or Security, so that references to that Finance Document in this Clause 18 shall include each variation or replacement;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or Security, such that the Guarantor’s obligations under this Clause 18 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; and

any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall for the purposes of the Guarantor’s obligations under this Clause 18 shall be construed as if there were no such circumstance.

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 18.

Deferral of Guarantors’ rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

REPRESENTATIONS

General

Subject to paragraph (b) below, each Obligor makes the representations set out in Clause 19.2 (Status) to Clause 19.17 (Solvency) to each Finance Party on the date of this Agreement.

The representations made in Clause 19.13 (ERISA matters), 19.14 (US government regulation), 19.15 (Federal Reserve regulations) and 19.17 (Solvency) are made only by each US Borrower to each Finance Party on the date of this Agreement.

Status

Deduction of tax

for or on account of United Kingdom Tax, so long as a Lender is a UK Qualifying Lender within the meaning of paragraph (i)(A) of the definition of “Qualifying Lender” in Clause 14.1(a) (Definitions);

for or on account of United Kingdom Tax, so long as a Lender is a Treaty Lender with respect to the UK and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488); or

for or on account of United States Tax, unless (i) a Lender is not a US Qualifying Lender or does not comply with its obligations with respect to FATCA hereunder or (ii) the Agent does not comply with its obligations regarding the Register in paragraph (g) of Clause 26.3 (Duties of the Agent).

Ranking

Power and authority

to enable it lawfully to enter into and exercise its rights under and perform and comply with the material obligations expressed to be assumed by it under the Finance Documents;

to ensure that the material obligations expressed to be assumed by it under the Finance Documents are legal, valid and binding; and

to make the Finance Documents admissible in evidence in England, have been done, fulfilled and performed.

No filing or stamp taxes

Binding obligations

Insolvency

Financial Statements

No conflict

conflict with its Memorandum and Articles of Association or other constitutional documents; or

conflict with any applicable law, regulation or official or judicial order.

Merger Documents

The Merger Documents contain (or will contain, as at the date of their execution) all of the material terms of the Acquisition.

No Group Company, and so far as any Group Company is aware no other person, is in breach of any of its obligations under the Merger Documents to any material extent.

No Event of Default

ERISA matters

US government regulation

Neither it nor any of its Subsidiaries is a “public utility” within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920 (16 USC §§791 et seq.).

Neither it nor any of its Subsidiaries is or will during the term of this Agreement be, an “investment company” as defined in, or subject to regulation under, the United States Investment Company Act of 1940 (15 USC. §§ 80a-1 et seq.).

Federal Reserve regulations

No misleading information

Any factual information provided by any Group Company for the purposes of the Information Package was (where such information relates to the Acquisition and/or Target, to the best of such Group Company’s knowledge) true and accurate in all material respects as at the date it was provided, the date it was agreed between the Original Lenders and the Borrowers to form part of the Information Package pursuant to limb (d) of the definition thereof, or as at the date (if any) at which it is stated (as applicable).

Nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in the information contained in the Information Package being untrue or misleading in any material respect.

The financial projections contained in the Information Package have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

Solvency

Repetition

the date of the Utilisation Request and the first day of each Interest Period;

in the case of an Additional Borrower, the day on which it becomes (or it is proposed that it becomes) an Additional Borrower;

the date of any Extension Notice;

in the case of the representation under Clause 19.16 (No misleading information), on the date of closing of primary syndication of the Facility;

if the Initial Maturity Date of a Loan is extended to the First Extension Maturity Date in accordance with Clause 6.1 (Extension), the Initial Maturity Date; and

if the First Extension Maturity Date of a Loan is extended to the Second Extension Maturity Date in accordance with Clause 6.1 (Extension), the First Extension Maturity Date.

FINANCIAL INFORMATION

Financial information

as soon as the same become available, but in any event within 150 days after the end of each of its financial years, deliver to the Agent the audited consolidated financial statements of the Group for such financial year;

as soon as the same become available, but in any event within 120 days of the first half of each of its financial years, deliver to the Agent the interim report of the Group for such period;

as soon as despatched to its shareholders, deliver to the Agent all such documents despatched to its shareholders (or any class of them);

on the request of any Finance Party (through the Agent), furnish the Agent with such information about the business and financial condition of the Group as the Finance Party may reasonably require, provided that a Borrower shall not be obliged to disclose any information relating to that Borrower or the Group which would constitute a breach of any legally binding duty of confidentiality;

ensure that a duly authorised officer of it (acting in that capacity) certifies (i) each set of audited consolidated financial statements of the Group delivered by the Obligors’ Agent pursuant to paragraph (a) above as giving a true and fair view of the financial condition of the Group as at the end of the period to which those financial statements relate and of the results of its operations during such period and (ii) each set of interim reports delivered by the Obligors’ Agent pursuant to paragraph (b) above as having been prepared and reviewed by the auditors in accordance with the Group’s usual accounting practices for interim reports; and

ensure that each set of financial statements of the Group delivered by it pursuant to paragraph (a) above has been audited by an internationally recognised firm of independent auditors licensed to practice in England.

Use of websites

INFORMATION UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a written request by the Agent, each Borrower shall supply to the Agent a written confirmation that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

Each Obligor shall, promptly following a request by the Agent, provide all documentation and other information that the Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations.

The Obligors’ Agent shall promptly notify the Agent within five Business Days of becoming aware of any downgrade to the rating of the Guarantor’s long-term unsecured and non-credit enhanced debt obligations published by any of S&P Global Ratings, Inc or Moody’s Investors Service Limited.

UNDERTAKINGS

General

Authorisations

Compliance with laws

Negative pledge

Pari passu ranking

Merger Documents

comply with its obligations under the Merger Documents in all material respects;

take all commercially reasonable steps to enforce its rights under the Merger Documents;

supply details of any amendments or waivers to the Merger Documents, any material developments to the terms and conditions of the Acquisition and the proposed timetable leading to the Closing Date (including if the Purchaser is entitled to terminate the Acquisition or to refuse to complete it (with written confirmation if that is the case)); and

not amend or waive any provision of the Merger Documents, if that amendment or waiver would be reasonably expected to be materially prejudicial to the Finance Parties.

ERISA

Margin Stock

Acquisition of the Target

Funding Release

Prior to the delivery of a Funding Release Certificate, the Borrowers shall not use the proceeds of any Pre-Funding Loan for any purpose (including, without limitation, as contemplated in Clause 3.1(a) (Purpose)) other than enabling a Group Company to:

hold such proceeds on deposit in an account with any Acceptable Bank;

invest 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 Moody’s Investors Service Limited;

enter into collateralised reverse repurchase transactions in respect of US Government Securities; and/or

take such other actions as agreed with the Agent (acting on the instructions of the Majority Lenders).

Promptly upon the Condition Completion Date the Original Borrower shall deliver a Funding Release Certificate to the Agent. Following the delivery of such Funding Release Certificate, and without any further action being required by any other person, each Pre-Funding Loan shall be automatically treated as a Loan which is not a Pre- Funding Loan and accordingly the Borrowers shall be entitled to use the proceeds of such Loan for any purpose contemplated by Clause 3.1(a) (Purpose).

EVENTS OF DEFAULT

Non-payment

Misrepresentation

Other obligations

Cross default

not paid when due or within any applicable grace period provided for in the original agreement relating thereto or otherwise granted by the person to whom such indebtedness is owed or is validly declared to be or otherwise becomes due and payable prior to its specified maturity by reason of the happening of a default or an event of default (howsoever described); and

the aggregate principal amount of all indebtedness referred to in paragraph (a) above of an Obligor and all Material Subsidiaries exceeds £100,000,000 (or its equivalent in other currencies).

Insolvency

Insolvency proceedings

US Bankruptcy law

it makes a general assignment for the benefit of creditors;

it commences a voluntary case or proceeding under any US Bankruptcy Law; or

an involuntary case under any US Bankruptcy Law is commenced against it and is not dismissed or stayed within 60 days after commencement of the case.

Repudiation

Unlawfulness

Acceleration

If an Event of Default described in Clause 23.7 (US Bankruptcy law) occurs, the Total Commitments will, if not already cancelled under this Agreement, be immediately and automatically cancelled and all amounts outstanding under the Finance Documents will be immediately and automatically due and payable, without the requirement of notice or any other formality all of which are expressly waived.

Upon the occurrence of an Event of Default, and in any such case and at any time thereafter, the Agent may (or shall if so directed by the Majority Lenders) by written notice to the Borrowers: (A) declare the Loans to be immediately due and payable (whereupon the same shall become so payable together with accrued interest thereon and any other sums then owed by the Borrowers under the Finance Documents) or declare the Loans to be due and payable on demand of the Agent on the instructions of the Majority Lenders; and/or (B) declare that the Commitment shall be cancelled, whereupon the same shall be cancelled and shall be reduced to zero.

If, pursuant to paragraph (b) above the Agent declares the Loans to be due and payable on demand of the Agent (on the instructions of the Majority Lenders), then, and at any time thereafter whilst any Event of Default is continuing, the Agent may by written notice to the Borrowers call for repayment of the Loans on such date together with accrued interest thereon (and any other sums then owed by the Borrowers under the Finance Documents) or withdraw its declaration with effect from such date as it may specify in such notice.

CHANGES TO THE LENDERS

Assignments and transfers by the Lenders

assign any of its rights; or

transfer by novation any of its rights and obligations,

Obligors’ Agents’ consent

Subject to paragraph (b) below, the prior written consent of the Obligors’ Agent is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

to another Lender or an Affiliate of a Lender which in each case is a Qualifying Lender;

prior to the close of primary syndication, to an entity included in the White List;

made at a time when an Event of Default is continuing; or

in connection with the assignment or transfer of a Borrower’s rights, benefits and/or obligations pursuant to Clause 25.1 (Assignments and transfers by the Borrowers).

The consent of the Obligors’ Agent to an assignment or transfer must not be unreasonably withheld or delayed (it being acknowledged and agreed that, without prejudice to the generality of the foregoing requirement of the Obligors’ Agent to provide its consent, it is reasonable for the Obligors’ Agent to withhold or delay its consent if the assignment or transfer is to a person which is not an Acceptable Bank or which is not a Qualifying Lender). The Obligors’ Agent will be deemed to have given its consent 15 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Obligors’ Agent within that time.

Other conditions of assignment or transfer

An assignment will only be effective on:

receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender; and

performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

A transfer will only be effective if the procedure set out in Clause 24.7 (Procedure for transfer) is complied with.

If:

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax Gross-Up and Indemnities) or Clause 15 (Increased costs),

in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility; or

in relation to Clause 14.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with Clause 14.2 (Tax gross-up) if the Obligor making the payment has not made a UK Borrower DTTP Filing in respect of that Treaty Lender.

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, 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 transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Any assignment or transfer of part of the Existing Lender’s rights and/or obligations must be a minimum of $100,000,000 in respect of the Facility and must not result in the Existing Lender retaining less than $250,000,000 in aggregate, unless it retains zero.

Sub-participations by the Lenders