EXECUTION VERSION

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [***] has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause Competitive harm to the registrant if publicly disclosed.

JUST EAT TAKEAWAY.COM N.V.

AS THE COMPANY

HSBC BANK PLC

AS AGENT

AND OTHERS

CONTENTS

THIS AGREEMENT is dated 12 August  2021 and made

BETWEEN:

(1)          JUST EAT TAKEAWAY.COM N.V., a public limited liability company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and registered with the Commercial                Registry (Handelsregister) under number 08142836 (the "Company");

(2)          JUST EAT LIMITED, JUST EAT HOLDING LIMITED and TAKEAWAY.COM GROUP B.V. as borrowers (the "Borrowers");

(3)          THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as continuing guarantors (together with the Company, the "Continuing Guarantors");

(4)          THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 as exiting lenders (the "Exiting Lenders"); and

(5)          HSBC BANK PLC as agent of the other Finance Parties (the "Agent").
IT IS AGREED as follows:

1.           DEFINITIONS AND INTERPRETATION

1.1         Definitions

In this Agreement:

"2021 Amendment and Extension Fee Letter" means the fee letter referred to at clause 13.5 (Amendment and extension fee) of the Amended Agreement.

"Amended Agreement" means the Original Facilities Agreement, as amended and restated in the form set out in Schedule 3 (Form of Amended Agreement).

"Effective Date" means the date on which the Effective Time occurs.

"Effective Time" means the time of the notification by the Agent under Clause 2 (Conditions Precedent) provided that the Effective Date occurs on or prior to 30 August 2021 (or such later date as the Agent (acting on the instructions of the Continuing Lenders and the Exiting Lenders) and the Company may agree).

"Original Facilities Agreement" means the multicurrency revolving facilities agreement originally dated 2 November 2017 as amended pursuant to amendment letters dated 9 August 2019 and 12 November 2019, as amended and restated pursuant to an amendment and restatement agreement dated 9 March 2020, and as amended pursuant to a consent letter dated 25 June 2021.

"Party" means a party to this Agreement.

"Resigning Guarantor" means each of :

(a)              Eat Now Services Pty Ltd;

(b)               Menulog Group Ltd;

(c)               Just Eat Denmark Holding ApS;

(d)               Just Eat Host A/S;

(e)               Just Eat.dk ApS;

(f)                Just-Eat Spain S.L.U; and

(g)               Just-eat.lu S.à r.l.

1.2         Incorporation of defined terms

(a)               Unless a contrary indication appears, terms defined in the Original Facilities Agreement or the Amended Agreement have the same meaning in this Agreement.

(b)               The principles of construction set out in the Original Facilities Agreement shall have effect as if set out in this Agreement.

1.3         Clauses

In this Agreement, any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause in or a Schedule to this Agreement.

1.4          Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5         Designation

In accordance with the Original Facilities Agreement, each of the Company and the Agent designate this Agreement as a Finance Document.

2.           CONDITIONS PRECEDENT

The provisions of Clause 4 (Amendment and Restatement) shall be effective only if the Agent has received all the documents and other evidence listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company, the Continuing Lenders and the Exiting Lenders promptly upon being so satisfied.

3.           REPRESENTATIONS

Each Borrower and each Continuing Guarantor makes the Repeating Representations (as defined in the Amended Agreement) and the Company makes the representations and warranties set out in clause 20.10 (No misleading information) of the Amended Agreement by reference to the facts and circumstances then existing:

(a)              on the date of this Agreement; and

(b)              on the Effective Date,

but as if references in clause 20 (Representations) of the Amended Agreement to "the Finance Documents" were instead to this Agreement and the 2021 Amendment and Extension Fee Letter to be entered into on or about the date of this Agreement and, on the Effective Date, to the Finance Documents (as defined in the Amended Agreement).

4.           AMENDMENT AND RESTATEMENT

4.1         Amendment and Restatement

With effect on and from the Effective Time, the Original Facilities Agreement shall be amended and restated in the form set out in Schedule 3 (Form of Amended Agreement).

4.2         Confirmations

(a)       The provisions of the Original Facilities Agreement and the other Finance Documents (including the guarantee and indemnity of each Continuing Guarantor) shall, save as amended by this Agreement, continue in full force and effect. Each Borrower and each Continuing Guarantor reconfirms all of its obligations under the Original Facilities Agreement and the other Finance Documents.

(b)       On and from the Effective Time, any reference in the Finance Documents to the Original Facilities Agreement or to any provision of the Original Facilities Agreement will be construed as a reference to the Amended Agreement, or that provision, as amended by this Agreement.

(c)         Each Borrower and each Continuing Guarantor confirms that, with effect on and from the Effective Time, the guarantees and indemnities set out in clause 19 (Guarantee and indemnity) of the Amended Agreement shall continue to apply and extend to the obligations of each Obligor (as defined in the Amended Agreement) under the Finance Documents subject to the guarantee limitations set out in clause 19 (Guarantee and indemnity) of the Amended Agreement.

4.3          Commitments of Continuing Lenders

On and from the Effective Time the Commitments of the Continuing Lenders will be as set out in Part II (The Continuing Lenders) of Schedule 1 (The Parties).

5.           EXITING LENDERS

(a)              With   respect   to   each   Exiting   Lender   only   and   notwithstanding   Clause  4.1 (Amendment and Restatement) above, the provisions of the Original Facilities Agreement shall continue to apply. Without limitation:

(i)               all   amounts  owing   to   the  Exiting   Lenders  shall   continue  to   be   debt obligations of the relevant Obligor on the terms set out in the Original Facilities Agreement until they are paid or repaid (and all such debt obligations will be paid or repaid in full by the relevant Obligors and the Commitments   of   the   Exiting   Lenders   under   the   Original   Facilities Agreement will be irrevocably cancelled in full on the Effective Date); and

(ii)              the provisions of clause 27 (Role of the Agent and the Arranger), clause 30 (Payment mechanics) and clause 33 (Calculations and certificates) of the Original Facilities Agreement shall continue to apply to Exiting Lenders and to the relationship between the Facility Agent and the Exiting Lenders.

(b)              Subject to paragraph (a) above, the Company and each Exiting Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled on the Effective Date. For the avoidance of doubt, other than any amounts owing to the Exiting Lenders on the terms set out in the Original Facilities Agreement, no fees or other amounts shall be payable to the Exiting Lenders.

(c)             The Company shall ensure that any amount which has accrued pursuant to Clause 12.3 (Commitment Fee) of the Original Facilities Agreement but which remains unpaid and owing to an Exiting Lender shall be paid to the Agent (for the account of that Exiting Lender only) by the date falling no later than five (5) Business Days after the earlier to occur of:

(i)              the Effective Date; and

(ii)            30 August 2021.

6.           RESIGNING GUARANTORS

On and from the Effective Time, each Resigning Guarantor shall cease to be a Guarantor under the Existing Facilities Agreement and each Resigning Guarantor shall have no obligations as Guarantor under the Amended Agreement.

7.           GUARANTOR COVERAGE

The Company confirms that as at the most recent Guarantor Cover Test Date it would have been in compliance with the requirements of paragraph (a)(i) of clause 23.8 (Guarantors) of the Amended Agreement if the resignation of the Resigning Guarantors had been effective as at that Guarantor Cover Test Date and therefore the requirement of paragraph (iv) of clause 26.6(b) of the Amended Agreement has been complied with in respect of the resignations contemplated by Clause 6 (Resigning Guarantors) above.

8.           FURTHER ASSURANCE

The Company, each Borrower and each Continuing Guarantor shall, at the request of the Agent and at the Company's own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

9.           TRANSACTION EXPENSES

The Company shall within three Business Days of demand reimburse the Agent for the amount of all reasonable and documented third party costs and expenses (including legal fees up to pre-agreed caps (if any)) reasonably incurred by the Agent in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement.

10.         MISCELLANEOUS

10.1       Incorporation of terms

The provisions of clause 32 (Notices) and clause 43 (Enforcement) of the Original Facilities Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

10.2       Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

11.         GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1 THE PARTIES

PART I
THE CONTINUING GUARANTORS

PART II
THE CONTINUING LENDERS

PART III
THE EXITING LENDERS

HSBC UK BANK PLC

BANK OF CHINA LIMITED, LONDON BRANCH

SCHEDULE 2

CONDITIONS PRECEDENT

1.           Borrowers and Guarantors

(a)            A copy of the constitutional documents of each Borrower and each Continuing Guarantor or a certificate of an authorised signatory of that Borrower or Continuing Guarantor certifying that the constitutional documents previously delivered to the Agent for the purposes of the Original Facilities Agreement have not been amended and remain in full force and effect.

(b)              A copy of a certificate of compliance with respect to any Continuing Guarantor incorporated in Canada, issued as of a recent date by Industry Canada.

(c)              A copy of a resolution (or, in the case of an Australian Obligor, an extract thereof) of the board of directors or managers of each Borrower and each Continuing Guarantor (other than a German Guarantor and a Canadian Guarantor):

 (i)            approving  the  terms  of, and   the   transactions   contemplated by, this Agreement and resolving that it executes this Agreement; and

 (ii)           authorising a specified person or persons to execute this Agreement on its behalf.

(d)               A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above and/or paragraph (e) below, where not already held by the Agent.

(e)              If applicable, a copy of a resolution signed by all the holders of the issued shares in each Borrower and each Continuing Guarantor (other than (i) the Company, and (ii) any Continuing Guarantor incorporated in Australia or Ireland) (and/or if applicable, in the case of the Company, a copy of a resolution of the supervisory board and, in the case of a German Obligor, a copy of a resolution of the supervisory board (Aufsichtsrat) and/or advisory board (Beirat)), approving the terms of, and the transactions contemplated by, this Agreement.

(f)               A certificate of the Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Borrower or Continuing Guarantor to be exceeded.

(g)            A certificate of an authorised signatory of the relevant Borrower or Continuing Guarantor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(h)              In each case to the extent applicable:

(i)          written confirmation from the relevant managing directors that no Dutch Obligor has, nor is it in the process of  establishing, a works' council

  (including, in The Netherlands, an ondernemingsraad) as at the date no earlier than the date of this Agreement; or

(ii)        if  the  Group  has  a  works'  council  (including,   in  the  Netherlands,  an ondernemingsraad) or central or European works' council with jurisdiction over any Obligor or the transactions contemplated by the Finance Documents, a copy of:

(A)         the relevant request for advice from each such works' council; and the applicable advice providing evidence of the necessary action to authorise the relevant Obligor(s) in respect of the Finance Documents; or

(B)          a notice in writing from the works' council confirming that it does not have a right of advice in respect of the relevant Obligor's entry into the Finance Documents.

(i)               In respect of each Irish Obligor, a certificate (signed by a director) certifying certain factual information about that Irish Obligor including confirmations in respect of Section 239 and 82 of the Irish Companies Act.

(j)              In   respect  of  each Australian  Obligor, a  certificate  (signed by  a  director) certifying that:

(i)          there will be no contravention of, and neither is it prohibited by, Chapter 2E or 2J of the Australian Corporations Act or any other provision of the Australian Corporations Act from entering into and delivering this Agreement and the performance of any of its obligations under this Agreement or the Amended Agreement; and

(ii)         it is solvent and there are no reasonable grounds to suspect that it will become insolvent by entering into and complying with its obligations under this Agreement.

2.           Legal opinions

(a)               A legal opinion of Clifford Chance LLP, legal advisers to the Continuing Lenders and the Agent in England, substantially in the form distributed to the Lenders prior to signing this Agreement.

(b)               A legal opinion of Clifford Chance, legal advisers to the Continuing Lenders and the Agent in Australia, substantially in the form distributed to the Lenders prior to signing this Agreement.

(c)               A legal opinion of Clifford Chance LLP, legal advisers to the Continuing Lenders and the Agent in the Netherlands, substantially in the form distributed to the Lenders prior to signing this Agreement.

(d)               A legal opinion of Clifford Chance Partnerschaft mbB, legal advisers to the Continuing Lenders and the Agent in Germany, substantially in the form distributed to the Lenders prior to signing this Agreement.

(e)            A legal opinion of Arthur Cox, legal advisers to the Continuing Lenders and the Agent in Ireland, substantially in the form distributed to the Lenders prior to signing this Agreement.

(f)             A capacity legal opinion of Blake, Cassels & Graydon LLP, legal advisers to the Continuing Lenders and the Agent in Canada substantially in the form distributed to the Lenders prior to signing this Agreement.

3.           Other documents and evidence

(a)               A duly executed copy of this Agreement and of the 2021 Amendment and Extension Fee Letter to be entered to into on or about the date of this Agreement.

(b)               A certified copy of the structure chart for the Group.

(c)               Any document requested by a Lender in respect of its "know your customer" or similar procedures in respect of the Borrowers and the Continuing Guarantors.

(d)               Evidence that any fees, costs and expenses then due from the Company under this Agreement or the Amended Agreement have been or will be paid in full.

(e)               Evidence and calculations to support the confirmation on guarantor coverage given by the Company pursuant to Clause 7 (Guarantor coverage).

SCHEDULE 3
FORM OF AMENDED AGREEMENT

EXECUTION VERSION

£170,940,170.94 AND € 200,000,000.00

FACILITIES AGREEMENT

DATED 2 NOVEMBER 2017 AS AMENDED PURSUANT TO AMENDMENT
LETTERS DATED 9 AUGUST 2019 AND 12 NOVEMBER 2019, AS AMENDED AND

RESTATED PURSUANT TO AN AMENDMENT AND RESTATEMENT

AGREEMENT DATED 9 MARCH 2020, AS AMENDED PURSUANT TO A CONSENT

LETTER DATED 25 JUNE 2021, AND AS FURTHER AMENDED AND RESTATED

PURSUANT TO AN AMENDMENT AND RESTATEMENT AGREEMENT DATED

12 A u_g_u_s_t 2021

FOR

JUST EAT TAKEAWAY.COM N.V.

ARRANGED BY

ABN AMRO BANK N.V., BANK OF AMERICA EUROPE DESIGNATED ACTIVITY

COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH
INTERNATIONAL DESIGNATED ACTIVITY COMPANY), BARCLAYS BANK PLC,

BNP PARIBAS, COÖPERATIEVE RABOBANK U.A., ING BANK N.V., ROYAL

BANK OF CANADA, GOLDMAN SACHS BANK USA, NATIONAL WESTMINSTER

BANK PLC AND RAIFFEISEN BANK INTERNATIONAL AG

WITH

HSBC BANK PLC

ACTING AS AGENT

MULTICURRENCY REVOLVING FACILITIES AGREEMENT

CONTENTS

THIS AGREEMENT is dated 2 November 2017 as amended pursuant to amendment letters dated 9 August 2019 and 12 November 2019, as amended and restated pursuant to an amendment and restatement agreement dated 9 March 2020, as amended pursuant to a consent letter dated 25 June 2021 and as further amended and restated pursuant to an amendment and restatement agreement dated 12August 2021 made between:

(1)          JUST EAT TAKEAWAY.COM N.V., a public limited liability company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands and registered with the Commercial Registry (Handelsregister) under number 08142836 (the "Company");

(2)          THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 (The Original Parties) as original borrowers (the "Original Borrowers");

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

(4)       ABN AMRO BANK N.V., BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (FORMERLY KNOWN AS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL              DESIGNATED ACTIVITY COMPANY), BARCLAYS BANK PLC, BNP PARIBAS, COÖPERATIEVE RABOBANK U.A., ING BANK N.V. and ROYAL BANK OF CANADA as mandated lead arrangers and bookrunners, GOLDMAN SACHS BANK USA and NATIONAL WESTMINSTER BANK PLC as mandated lead arrangers, RAIFFEISEN BANK INTERNATIONAL AG as lead arranger and BNP PARIBAS as documentation agent (whether acting individually or together the "Arranger");

(5)         THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as lenders (the "Original Lenders"); and

(6)         HSBC BANK PLC as agent of the other Finance Parties (the "Agent").
IT IS AGREED as follows:

SECTION 1 INTERPRETATION

1.           DEFINITIONS AND INTERPRETATION

1.1         Definitions

In this Agreement:

"Acceptable Bank" means:

(a)         a Lender;

(b)        a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or

(c)         any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders) such approval not to be unreasonably withheld or delayed.

"Accession Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

"Accordion Increase Amount" means, in respect of an Accordion Increase Request, the amount of the increase in the Facility A1 Commitments and/or Facility A2 Commitments requested in that Accordion Increase Request.

"Accordion Increase Confirmation" means a confirmation substantially in the form set out in Schedule 12 (Form of Accordion Increase Confirmation).

"Accordion Increase Date" has the meaning given to it in Clause 2.3 (Accordion Option).

"Accordion Increase Lender" has the meaning given to it in Clause 2.3 (Accordion Option).

"Accordion Increase Request" means a request substantially in the form set out in Schedule 11 (Form of Accordion Increase Request).

"Accounting Principles" means for the purposes of:

(a)        Clause 21.3 (Requirements as to financial statements) in respect of the Company's consolidated financial statements; and

(b)      the financial covenants set out in Clause 22.2 (Financial condition) when tested by reference to the Company's consolidated financial statements (and any reference to the Accounting Principles in Clause 22.1 (Financial definitions) for the purposes of that testing or Clause 22.3 (Financial testing)),

generally accepted accounting principles in the Netherlands, including IFRS.

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

"Additional Business Day" means any day specified as such in the applicable Reference Rate Terms.

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Adjusted EBITDA" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Notwithstanding the foregoing, in relation to The Royal Bank of Scotland plc or National Westminster Bank PLC, the term "Affiliate" shall not include (i) the United Kingdom government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the United Kingdom government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.

"Agent's Spot Rate of Exchange" means:

(a)       the Agent's spot rate of exchange; or

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

for the purchase of the relevant currency with the applicable Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

"Alternative Term Rate" means any rate specified as such in the applicable Reference Rate Terms.

"Alternative Term Rate Adjustment" means any rate which is either:

(a)       specified as such in the applicable Reference Rate Terms; or

(b)       determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

"Amendment and Restatement Agreement" means the amendment and restatement agreement dated 12 August 2021 between (among others) the Company and the Agent pursuant to which this Agreement was amended and restated on the Effective Date.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Australia" means the Commonwealth of Australia (and "Australian" shall be construed accordingly).

"Australian Banking Code of Practice" means the Banking Code of Practice 2021, as amended, revised or amended and restated from time to time.

"Australian Corporations Act" means the Corporations Act 2001 (Cth) of Australia.

"Australian Obligor" means any Obligor with an Original Jurisdiction of Australia.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Automatic Acceleration Event" has the meaning given to that term in Clause 24.18 (Events of Default).

"Availability Period" means the period from and including the date of this Agreement to and including the date falling one month prior to the Termination Date.

"Available Commitment" means, in relation to a Facility, a Lender's Commitment under that Facility minus (subject as set out below):

(a)         the Base Currency Amount of its participation in any outstanding Loans under that Facility; and

(b)         in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Loans that are due to be made under that Facility on or before the proposed Utilisation Date.

For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation under a Facility, that Lender's participation in any Loans under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that Lender's Commitment under that Facility.

"Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

"Base Currency" means:

(a)         in respect of Facility A1, sterling; and

(b)         in respect of Facility A2, euro.

"Base Currency Amount" means in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the applicable Base Currency, that amount converted into the applicable Base Currency at the Agent's Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) as adjusted in all cases to reflect any repayment or prepayment of a Utilisation.

"Baseline CAS" means, in relation to a Compounded Rate Loan in a Compounded Rate Currency, any rate which is either:

(a)         specified as such in the applicable Reference Rate Terms; or

(b)         determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

"Borrower" means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors).

"Brazil JV" means IF-JE S.A. and/or IF-JE Holdings BV and/or any successor entity, replacement entity or other joint venture entity through which the Group conducts business in Brazil or holds any interest in any entity organised, existing or established in Brazil.

"Break Costs" means any amount specified as such in the applicable Reference Rate Terms.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Amsterdam and:

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

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

(c)        (in relation to:

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

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

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

which is an Additional Business Day relating to that Loan or Unpaid Sum.

"Cash Equivalent Investments" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Central Bank Rate" has the meaning given to that term in the applicable Reference Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the applicable Reference Rate Terms.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means a Facility A1 Commitment or a Facility A2 Commitment.

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

"Compounded Rate Currency" means any currency which is not a Term Rate Currency (being GBP, USD and CHF as at the Effective Date).

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

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

(b)         relates to a Compounded Rate Loan.

"Compounded Rate Loan" means any Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

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

(b)         the applicable Baseline CAS, Fallback CAS or Rate Switch CAS (if any).

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

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

(b)         specifies a calculation methodology for that rate; and

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

"Confidential Information" means all information relating to the Company, any Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a)          any member of the Group or any of its advisers; or

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

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i)          information that:

(A)         is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

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

(C)         is known 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

(ii)          any Funding Rate.

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the LMA from time to time or in any other form agreed between the Company and the Agent.

"Covenant Holiday Period" has the meaning given to that term in Clause 22.2 (Financial condition).

"CTA" means the UK Corporation Tax Act 2009.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 14 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the applicable Reference Rate Terms.

"Default" means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Defaulting Lender" means any Lender:

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

(b)          which has otherwise rescinded or repudiated a Finance Document; or

(c)          with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above:

(i)           its failure to pay is caused by:

(A)         administrative or technical error; or

(B)         a Disruption Event,

and payment is made within five Business Days of its due date; or

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

"Disruption Event" means either or both of:

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

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

(i)            from performing its payment obligations under the Finance Documents; or

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

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"Dutch Borrower" means a Borrower incorporated in the Netherlands.

"Dutch Civil Code" means the Dutch Civil Code (Burgerlijk Wetboek).

"Dutch Obligor" means an Obligor incorporated in The Netherlands.

"Effective Date" has the meaning given to that term in the Amendment and Restatement Agreement.

"Eligible Institution" means any Lender, Affiliate of a Lender or other bank, financial institution, trust, fund or other entity selected by the Company and which, in each case, is not a member of the Group.

"Employee Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA, or Section 412 of the Code, and in respect of which an Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"ERISA" means the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any person that would be deemed at any relevant time to be a single employer with an Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or under common control with an Obligor under Section 4001 of ERISA.

"ERISA Event" means:

(a)        any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, other than events for which the thirty (30) day notice period has been waived;

(b)        the filing of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041 of ERISA;

(c)        the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan or Multiemployer Plan;

(d)         any failure by any Employee Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Employee Plan, in each case whether or not waived;

(e)        the filing under Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance, with respect to any Employee Plan or Multiemployer Plan;

(f)        the complete or partial withdrawal of any Obligor or any ERISA Affiliate from any Employee Plan or a Multiemployer Plan;

(g)       an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

(h)       a determination that any Employee Plan is, or is expected to be, in "at risk" status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code);

(i)       the existence of an Unfunded Pension Liability;

(j)       the conditions for the imposition of a lien under Section 303(k) of ERISA or Section 430(k) of the Code with respect to any Employee Plan have been met; and/or

(k)       the receipt by an Obligor or any of its ERISA Affiliates of any notice of the imposition of withdrawal liability or of a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in "endangered" or "critical" status or in "critical and declining" status within the meaning of Section 305 of ERISA or Section 432 of the Code.

"Event of Default" means any event or circumstance specified as such in Clause 24 (Events of Default).

"Facility" means Facility A1 and Facility A2.

"Facility   A1"   means  the  sterling  revolving   loan  facility  made   available  under  this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

"Facility A1 Commitment" means:

(a)       in relation to an Original Lender, the amount in the applicable Base Currency set opposite its name under the heading "Facility A1 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option); and

(b)      in relation to any other Lender, the amount in the applicable Base Currency of any Facility A1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A1 Loan" means a loan made or to be made under Facility A1 or the principal amount outstanding for the time being of that loan.

"Facility   A2"   means   the   euro   revolving   loan   facility   made   available   under   this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

"Facility A2 Commitment" means:

(a)       in relation to an Original Lender, the amount in the applicable Base Currency set opposite its name under the heading "Facility A2 Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option); and

(b)      in relation to any other Lender, the amount in the applicable Base Currency of any Facility A2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Accordion Option),

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Facility A2 Loan" means a loan made or to be made under Facility A2 or the principal amount outstanding for the time being of that loan.

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

"Fallback CAS" means, in relation to any Loan in a Term Rate Currency which becomes a "Compounded Rate Loan" for its then current Interest Period pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate), any rate which is either:

(a)          specified as such in the applicable Reference Rate Terms; or

(b)         determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

"Fallback Interest Period" means, in relation to a Term Rate, the period specified as such in the applicable Reference Rate Terms.

"FATCA" means:

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

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

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

"FATCA Application Date" means:

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

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

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means:

(a)          any letter or letters dated on or about the date of this Agreement or prior to or on or about the date of the Amendment and Restatement Agreement between the Arranger and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 13 (Fees); and

(b)          any other agreement setting out fees payable to a Finance Party referred to in Clause 2.2 (Increase), Clause 2.3 (Accordion Option) or Clause 5.6 (Extension Option).

"Finance Document" means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, any Reference Rate Supplement, any Compounding Methodology Supplement, any Accordion Increase Request, any Accordion Increase Confirmation, any Increase Confirmation, the Amendment and Restatement Agreement and any other document designated as such by the Agent and the Company.

"Finance Party" means the Agent, the Arranger or a Lender.

"Financial Indebtedness" means (without double counting) any indebtedness for or in respect of:

(a)          moneys borrowed;

(b)          any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

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

(d)         the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS in force as at the date of this Agreement, have been treated as an operating lease);

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

(f)           any amount raised under any other transaction (including any forward sale or purchase agreement) required by IFRS to be shown as a borrowing in the audited consolidated balance sheet of the Company;

(g)          any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account as at the relevant date on which Financial Indebtedness is calculated);

(h)           any   amount   raised   by   the  issue   of   redeemable   preference  shares  which   are redeemable prior to the Termination Date; and

(i)            any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability which would fall within one of the preceding paragraphs of this definition;

(j)            the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in the preceding paragraphs of this definition,

but excluding indebtedness owing by a member of the Group to another member of the Group.

"Financial Year" means the annual accounting period of the Group ending on 31 December in each year.

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.4 (Cost of funds).

"German Group Member" means a member of the Group with an Original Jurisdiction of Germany.

"German Guarantor" means a Guarantor with an Original Jurisdiction of Germany.

"Germany" means the Federal Republic of Germany.

"Group" means the Company and its Subsidiaries for the time being.

"Group Structure Chart" means the structure chart for the Group delivered pursuant to clause 2 (Conditions Precedent) of the Amendment and Restatement Agreement.

"Grubhub Entities" means Grubhub Inc. (5332928, Delaware, United States of America) and Grubhub Holdings Inc. (4429954, Delaware, United States of America).

"Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

"Historic Primary Term Rate" means, in relation to any Term Rate Loan, the most recent applicable Primary Term Rate for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 5 Business Days before the Quotation Day.

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Impaired Agent" means the Agent at any time when:

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

(b)           the Agent otherwise rescinds or repudiates a Finance Document;

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

(d)           an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above:

(i)           its failure to pay is caused by:

(A)             administrative or technical error; or

(B)              a Disruption Event; and

payment is made within five Business Days of its due date; or

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

"Increase Confirmation" means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).

"Increase Lender" has the meaning given to that term in Clause 2.2 (Increase).

"Industrial Competitor" means:

(a)           any person or entity whose business is substantially similar or in competition with that carried out by the Group taken as a whole; or

(b)           any person or entity that it is an Affiliate of or is acting (in relation to a Facility) on behalf of a person who falls within paragraph (a) above,

provided that, notwithstanding the foregoing, a person who falls within paragraph (b) above shall not be an Industrial Competitor if its ownership of (or other rights in respect of) the issued and/or voting share capital of any person falling within paragraph (a) above is administered by persons operating behind appropriate information barriers implemented or maintained as required by law, regulation or internal policy and, in any event, to the extent required to ensure that such administration is independent from such person's interests under the Finance Documents and any information provided under the Finance Documents is not (or is not capable of being) disclosed or otherwise made available to any person(s) operating behind such information barrier.

"Insolvency Event" in relation to an entity means that the entity:

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

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

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

(d)         institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home 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, or a reconstruction (in Danish:   rekonstruktion);

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

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

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

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

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

(h)          has exercised in respect of it one or more of the stabilisation, early intervention or resolution powers pursuant to:

(i)          the Central Bank and Credit Institutions (Resolution) Act 2011 (or analogous legislation in any applicable jurisdiction); or

(ii)         Directive 2014/59/EU ("BRRD") as transposed into the law of its jurisdiction of establishment or (where it is a "Union branch" as that term is defined in the BRRD) the law of any EU Member State (and, if relevant, any EEA Member State) in which that branch operates;

(iii)        an examiner (or an interim examiner) is appointed or a petition is presented to appoint an examiner (or an interim examiner) to it or the protection of the courts is sought by it;

(i)        seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, reconstructor (in Danish: rekonstruktør) 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);

(j)           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;

(k)           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 (j) above; or

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

"Intellectual Property" means:

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

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

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

"Interpolated Alternative Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between:

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

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

each as of the Quotation Time.

"Interpolated Historic Primary Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

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

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

each of which is as of a day which is no more than five Business Days before the Quotation Day.

"Interpolated Primary Term Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

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

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

each as of the Quotation Time.

"Ireland" means the island of Ireland, excluding Northern Ireland. "Irish Companies Act" means the Companies Act 2014 of Ireland.

"Irish Obligor" means an Obligor with an Original Jurisdiction of Ireland. "ITA" means the UK Income Tax Act 2007.

"IRS" means the U.S. Internal Revenue Service.

"Legal Reservations" means:

(a)               the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting creditors;

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

(c)               similar principles, rights and defences under any applicable law; and

(d)              any other matters that are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4.1 (Initial conditions precedent), Clause 26 (Changes to the Obligors) or clause 2 (Conditions Precedent) of the Amendment and Restatement Agreement.

"Lender" means:

(a)               any Original Lender; and

(b)               any bank, financial institution, trust, fund or other entity which has become a Party as a "Lender" in accordance with Clause 2.2 (Increase), Clause 2.3 (Accordion Option) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"LMA" means the Loan Market Association.

"Loan" means a Facility A1 Loan or a Facility A2 Loan.

"Lookback Period" means the number of days specified as such in the applicable Reference Rate Terms.

"Majority Lenders" means, on any date, a Lender or Lenders whose Commitments aggregate 662/3 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 662/3 per cent. or more of the Total Commitments immediately prior to that reduction), provided that for these purposes the Facility A2 Commitments shall be translated into sterling at the Agent's Spot Rate of Exchange on that date.

"Margin" means on and from the Effective Date, 0.90 per cent. per annum provided that if:

(a)               no Event of Default has occurred and is continuing; and

(b)               the ratio of Total Net Debt to Adjusted EBITDA in respect of the most recently completed Relevant Period is within a range set out below,

then the Margin for each Loan will be the percentage per annum set out below in the column opposite the Total Net Debt to Adjusted EBITDA ratio (as shown by the Compliance Certificate delivered by the Company to the Agent) in respect of the most recently completed Relevant Period:

However:

(i)                any  increase  or  decrease  in  the   Margin  for   a  Loan  made  or  Interest Period commencing shall only take effect on the date which is five Business Days after receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 21.2 (Compliance Certificate);

(ii)               if,   following   receipt   by   the   Agent   of   the   Compliance   Certificate   in respect of the audited Financial Statements delivered pursuant to paragraph (a) of Clause 21.1 (Financial statements), that Compliance Certificate shows that a higher Margin should have applied during a certain period, then the Company shall promptly pay to the Agent (for the account of the Lenders) any amounts necessary to put the Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin determined in accordance with the table above applied during such period;

(iii)             while    an    Event    of    Default    is    continuing    or    when    a    Compliance Certificate is due but has not been provided, the Margin for a Loan made or Interest Period commencing shall be the highest percentage per annum set out above for that Loan and, once that Event of Default has been cured or waived, the Margin shall immediately revert back to the rate which would have otherwise been applicable in accordance with the above;

(iv)              for the purpose of determining the Margin, "Total Net Debt", "Adjusted EBITDA" and "Relevant Period" shall be determined in accordance with Clause 22.1 (Financial definitions); and

(v)               the    Margin    immediately    following    the    Covenant    Holiday    Period (including for a Loan made or Interest Period commencing immediately following the Covenant Holiday Period) shall be the Margin set out in the Compliance Certificate.

"Margin   Stock"   means   margin   stock   or   "margin   security"   within   the   meaning   of Regulations T, U and X.

"Market Disruption Rate" means the rate (if any) specified as such in the applicable Reference Rate Terms.

"Material Adverse Effect" means a material adverse effect on:

(a)              the business or financial condition of the Group taken as a whole;

(b)               the ability of the Obligors to perform their payment obligations under the Finance Documents;

(c)                the ability of the Company to comply with the financial covenants set out in Clause 22.2 (Financial condition); or

(d)               the validity or enforceability of any Finance Document or the rights or remedies of any Finance Party under any Finance Document.

"Material Subsidiary" means:

(a)              in respect of Clause 23.8 (Guarantors) only, at any time, a wholly-owned Subsidiary of the Company which has gross Revenue or earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA, as defined in Clause 22 (Financial Covenants) and excluding all intra-Group items) representing 10 per cent. or more of consolidated gross Revenue or Underlying EBITDA as defined in Clause 22 (Financial Covenants); and

(b)             in respect of each other reference to Material Subsidiary in this Agreement, at any time, a member of the Group which has gross Revenue or earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Underlying EBITDA, as defined in Clause 22 (Financial Covenants) and excluding all intra-Group items) representing 10 per cent. or more of consolidated gross Revenue or Underlying EBITDA as defined in Clause 22 (Financial Covenants).

Compliance with the condition set out above shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited financial statements of that Subsidiary and the latest audited consolidated financial statements of the Group and, in each case, shall be tested on an unconsolidated basis. A report by the auditors of the Company that a Subsidiary is or is not a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all Parties.

"Month" means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

"Multiemployer Plan" means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) that is subject to Title IV of ERISA that is contributed to for any employees of an Obligor or any ERISA Affiliate or in respect of which any Obligor or any ERISA Affiliate has any actual or contingent, direct or indirect liability.

"New Lender" has the meaning given to that term in Clause 25 (Changes to the Lenders).

"Non-Obligor" means a member of the Group that is not an Obligor. "Obligor" means a Borrower or a Guarantor.

"Obligors' Agent" means the Company, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors' Agent).

"OFAC" means the Office of Foreign Assets Control of the US Department of the Treasury.

"Optional Currency" means a currency (other than the applicable Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

"Original Financial Statements" means the audited consolidated financial statements of the Company and its Subsidiaries for the financial year ended 31 December 2020.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of an Additional Obligor, the jurisdiction under whose laws that Additional Obligor is incorporated as at the date on which that Additional Obligor becomes Party as a Borrower or a Guarantor (as the case may be).

"Original Obligor" means an Original Borrower or an Original Guarantor.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"PBGC" means the U.S. Pension Benefit Guaranty Corporation.

"Permitted Disposal" means any sale, lease, licence, transfer or other disposal:

(a)             made in the ordinary course of business of the disposing entity;

(b)             of assets in exchange for other assets comparable or superior as to type, value and quality;

(c)             by any member of the Group to another member of the Group;

(d)             constituting the payment of cash for any purpose not prohibited by any Finance Document;

(e)             on arm's length terms of assets no longer required for the Group's business;

(f)              of   Cash   Equivalent   Investments   for   cash   or    in   exchange   for   other   Cash Equivalent Investments;

(g)             constituted by a licence of intellectual property rights;

(h)             arising as a result of or in connection with any Permitted Security;

(i)              of the Brazil JV or any shares, interests or units in the Brazil JV; and

(j)              of assets (including for the avoidance of doubt, shares in any Subsidiary), the aggregate net proceeds (after deducting any reasonable expenses incurred, and any Tax incurred and required to be paid by the seller, in each case, in connection with the relevant disposal) of the disposal of which do not exceed (when aggregated with the net proceeds of any other disposal under this paragraph (j) in the same Financial Year) 20 per cent. of consolidated Adjusted EBITDA of the Group (calculated by reference to the Compliance Certificate most recently delivered pursuant to Clause 21.2 (Compliance Certificate) prior to such disposal and the related Relevant Period) in each Financial Year.

"Permitted Financial Indebtedness" means Financial Indebtedness:

(a)              arising under any treasury transaction or foreign exchange transaction entered into by a member of the Group for the purposes of:

(i)              hedging any risk to which any member of the Group is exposed in its ordinary course of business; or

(ii)             its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

(b)           of any person acquired by a member of the Group after the date of this Agreement which is incurred under arrangements in existence at the date of acquisition, but not incurred or its maximum principal amount increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of six months following the date of acquisition;

(c)               in the form of deferred consideration incurred in connection with any acquisition not prohibited under the Finance Documents;

(d)             arising under a declaration of joint and several liability used for the purpose of Section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to Section 2:404(2) of the Dutch Civil Code), to the extent the primary obligation constitutes Financial Indebtedness permitted by any other paragraph of this definition;

(e)             under finance or capital leases of vehicles, plant, equipment or computers, provided that the aggregate outstanding Financial Indebtedness in respect of the capital value of all such items so leased under outstanding leases by members of the Group does not exceed €35,000,000 (or its equivalent in any other currency) at any time;

(f)               arising as a result of a member of the Group forming part of any fiscal unity (fiscale eenheid) for VAT or Dutch corporate income tax purposes or any other similar arrangement, or any liability pursuant to the application of section 34 or 35 of the Dutch Tax Collection Act 1990 (Invorderingswet 1990) or any similar provision; and

(g)              not permitted by the preceding paragraphs and the outstanding principal amount of which (together with any other Financial Indebtedness incurred under this paragraph  (g))  does  not   exceed   €35,000,000  (or  its equivalent in any other currency) at any time.

"Permitted Security" means:

(a)               any lien arising by operation of law and in the ordinary course of business;

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

(c)               any Security or Quasi-Security in connection with any treasury transaction or foreign exchange transaction entered into by a member of the Group for the purposes of:

(i)              hedging any risk to which any member of the Group is exposed in its ordinary course of business; or

(ii)             its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

(d)              any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

(i)              the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii)             the   maximum  principal  amount secured has  not been  increased  in contemplation of or since the acquisition of that asset by a member of the Group; and

(iii)            the   Security  or  Quasi-Security  is removed  or discharged within  six months of the date of acquisition of such asset;

(e)              any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group if:

(i)              the Security or Quasi-Security was not created in contemplation of the acquisition of that company;

(ii)             the   maximum  principal  amount  secured  has  not increased   in contemplation of or since the acquisition of that company; and

(iii)            the   Security  or  Quasi-Security  is  removed   or   discharged  within  six months of that company becoming a member of the Group;

(f)              any Security or Quasi-Security created pursuant to any Finance Document;

(g)             any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of business;

(h)             any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

(i)              any Security or Quasi-Security arising pursuant to or in connection with any finance or capital lease that constitutes Financial Indebtedness that is not prohibited under the Finance Documents;

(j)              any   Security  or  Quasi-Security arising  pursuant  to  the general terms   and conditions (algemene voorwaarden) of any member of the Dutch Bankers' Association (Nederlandse Vereniging van Banken) or any foreign equivalent thereof and any lien arising under the general terms and conditions of banks or saving banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;

(k)              any Security or Quasi-Security created or subsisting in order to comply with section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV);

(l)              any Security or Quasi-Security arising under or in respect of a rent deposit deed that is entered into on arm's length terms and in the ordinary course of business to secure the obligations of a member of the Group in relation to a property leased by a member of the Group;

(m)             any security interest referred to in section 12(3) of the PPSA that does not secure payment or the performance of an obligation;

(n)              any liability arising as a result of any member of the Group forming part of a fiscal unity (fiscale eenheid) for VAT or Dutch corporate income tax purposes or any other similar arrangement consisting solely between members of the Group; and

(o)              any Security or Quasi-Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under the preceding paragraphs) does not exceed €35,000,000 (or its equivalent in any other currency) in aggregate at any time.

"PPSA" means the Personal Property Securities Act 2009 (Cth) of Australia.

"Primary Term Rate" means the rate specified as such in the applicable Reference Rate Terms.

"Quasi-Security" has the meaning given to that term in Clause 23.4 (Negative pledge).

"Quotation Day" means the day specified as such in the applicable Reference Rate Terms.

"Quotation Time" means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

"Quoted Tenor" means, in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Rate Switch CAS" means, in relation to any Loan or Unpaid Sum in a Rate Switch Currency which is or becomes a "Compounded Rate Loan" pursuant to Clause 9 (Rate Switch), any rate which is either:

(a)               specified as such in the applicable Reference Rate Terms; or

(b)               determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

"Reference Rate Supplement" means, in relation to any currency, a document which:

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

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

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

(d)               has been made available to the Company and each Finance Party.
"Reference Rate Terms" means, in relation to:

(a)               a currency;

(b)               a Loan or an Unpaid Sum in that currency;

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

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

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 13 (Reference Rate Terms) or in any Reference Rate Supplement.

"Regulations T, U and X" means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Market" means the market specified as such in the applicable Reference Rate Terms.

"Repeating Representations" means each of the representations set out in Clauses 20.1 (Status) to 20.6 (Governing law and enforcement), paragraph (a) of Clause 20.9 (No default), Clause 20.11 (Intellectual Property), Clause 20.13 (Pari passu ranking), Clause 20.15 (Sanctions), Clause 20.16 (Anti-Corruption), Clause 20.18 (ERISA Compliance), Clause 20.19 (Federal Reserve Regulations), Clause 20.20 (Investment Companies) and Clause 20.21 (Solvency).

"Reporting Day" means the day (if any) specified as such in the applicable Reference Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Resignation Letter" means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

"Restricted Party" means a person that is:

(a)               listed on, owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;

(b)               located in or organized under the laws of a country or territory that is the subject of country-wide or territory-wide Sanctions, or a Person who is owned or controlled by, or acting on behalf of such a person; or

(c)               otherwise the subject of Sanctions.

"Revenues" means the amount shown in the line entitled "Revenue" in (or otherwise extracted from) the latest financial statements of the Company delivered to the Agent pursuant to Clause 21.1 (Financial statements) for the Relevant Period to which those financial statements relate.

"RFR" means the rate specified as such in the applicable Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the applicable Reference Rate Terms.

"Rollover Loan" means one or more Loans:

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

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

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

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

"Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

"Sanctions Authority" means:

(a)               the Security Council of the United Nations;

(b)               the United States of America;

(c)               the European Union;

(d)               the United Kingdom;

(e)               Canada;

(f)                the Commonwealth of Australia, including the Australian Department of Foreign Affairs and Trade; and

(g)             the governments and official institutions or governmental agencies of any of those listed in paragraphs (a) to (f) (inclusive) above, including OFAC, the U.S. Department of State, the Australian Department of Foreign Affairs and Trade and Her Majesty's Treasury or any additional, successor, or replacement of any such institution or agency.

"Sanctions List" means the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders (FSE) List and the Sectoral Sanctions Identification List, in each case maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty's Treasury, the Consolidated List maintained by the Australian Department of Foreign Affairs and Trade, or any similar list maintained by, or public pronouncement of a Sanctions designation made by, a Sanctions Authority each as amended, supplemented or substituted from time to time.

"Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having the effect of creating a security interest (including any "security interest" as defined in the PPSA, and excluding, for the avoidance of doubt, any set-off right).

"Separate Loan" has the meaning given to that term in Clause 7.1 (Repayment of Loans).

"Signing Date (ARA)" means the date of the Amendment and Restatement Agreement.

"Spanish Civil Code" means the Spanish Civil Code (Real Decreto de 24 de julio de 1889 por el que se publica el Código Civil).

"Spanish Civil Procedural Law" means the Spanish Law 1/2000 of 7 January (Ley 1/2000 de 7 de enero de Enjuiciamiento Civil).

"Spanish Commercial Code" means the Royal Decree of 22 August 1885 (Código de Comercio).

"Spanish Companies Act" means the Royal Decree of 1/2010 of 2 July (Ley de Sociedades de Capital).

"Spanish Insolvency Law" Spanish Law 22/2003, dated 9 July on Insolvency (Ley 22/2003, de 9 de julio, Concursal).

"Spanish Obligor" means an Obligor which is incorporated in Spain.

"Spanish Public Document" means a Spanish law notarial deed (documento público), being either an escritura pública or a póliza o efecto intervenido por notario español.

"Specified Time" means a day or time determined in accordance with Schedule 9 (Timetables).

"Subsidiary" means, in relation to any company, corporation or other legal entity (a "holding company"), a company, corporation or other legal entity:

(a)              which is controlled, directly or indirectly, by the holding company;

(b)              in which a majority of the voting rights are held by the holding company, either alone or pursuant to an agreement with others;

(c)              more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(d)              which is a subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company, corporation or other legal entity shall be treated as being controlled by another if that other company, corporation or other legal entity is able to determine the composition of the majority of its board of directors or equivalent body.

"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

"TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Term Rate Currency" means:

(a)            Euro, Canadian Dollars, Danish Krone and Australian Dollars; and

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

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

"Term Rate Loan" means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become, either:

(a)            a  "Compounded  Rate   Loan"  for  its  then  current  Interest  Period  pursuant  to Clause 12.1 (Interest calculation if no Primary Term Rate); or

(b)            a "Compounded Rate Loan" pursuant to paragraph (a) of Clause 9A.2 (Delayed switch for existing Term Rate Loans).

"Term Reference Rate" means, in relation to a Term Rate Loan:

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

(b)            as   otherwise   determined   pursuant   to   Clause 12.1   (Interest   calculation   if   no Primary Term Rate),

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

"Termination Date" means, subject to Clause 5.6 (Extension Option), 9 March 2026.

"Total Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A1 Commitments and the Total Facility A2 Commitments.

"Total Facility A1 Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A1 Commitments, being £170,940,170.94 at the Effective Date.

"Total Facility A2 Commitments" means, subject to any increase pursuant to Clause 2.3 (Accordion Option), the aggregate of the Total Facility A2 Commitments, being €200,000,000.00 at the Effective Date.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

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

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

"UK Borrower" means a Borrower incorporated in the United Kingdom.

"Underlying EBITDA" has the meaning given to that term in Clause 22.1 (Financial definitions).

"Unfunded Pension Liability" means the excess of an Employee Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Employee Plan's assets, determined in accordance with the assumptions used for funding the Employee Plan under Section 412 of the Code for the applicable plan year.

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.

"US", "U.S." and "United States" means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.

"U.S. Borrower" means any Borrower whose jurisdiction of incorporation is a state of the United States or the District of Columbia.

“U.S. Debtor Relief Laws” means the U.S. Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, judicial management or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally.

"U.S. Guarantor" means any Guarantor whose jurisdiction of incorporation is a state of the United States or the District of Columbia.

"U.S. Obligor" means any U.S. Borrower or U.S. Guarantor.

"U.S. Withholding Tax Form" means whichever of the following is relevant (including in each case any successor form):

(a)                IRS Form W-8BEN or W-8BEN-E;

(b)               IRS Form W-8IMY (with appropriate attachments);

(c)                IRS Form W-8ECI;

(d)               IRS Form W-8EXP;

(e)                IRS Form W-9;

(f)                in the case of a Lender relying on the "portfolio interest exemption," IRS Form W-8BEN or W-8BEN-E and a certificate to the effect that such Lender is not (1) a "bank" described in section 881(c)(3)(A) of the Code, (2) a "10 percent shareholder" of the relevant Obligor within the meaning of section 871(h)(3)(B) of the Code, or (3) a "controlled foreign corporation" described in section 881(c)(3)(C) of the Code; or

(g)          any other IRS Form by which a person may claim complete exemption from, or reduction in the rate of, withholding (including backup withholding) of U.S. federal income tax on interest and other payments to that person.

"U.S.A. Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

"Utilisation Date" means the date of a Utilisation, being the date on which a Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

"VAT" means:

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

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

(c)        any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) and (b) above, or imposed elsewhere, including, for the avoidance of doubt, the goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999.

1.2          Construction

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

(i)               the "Agent", the "Arranger", any "Finance Party", any "Lender", any "Obligor" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)              "assets" includes present and future properties, revenues and rights of every description;

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

(iv)             the "date of this Agreement" means 2 November 2017;

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

(vi)             "guarantee" means (other than in Clause 19 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii)            a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, replaced or restated;

(viii)           a "group of Lenders" includes all the Lenders;

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

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

(xi)              a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not, compliance with which is customary for entities or persons engaged in the same business as the entity or person to which it relates) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

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

(xiii)            a time of day is a reference to London time.

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

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

(d)          A Default (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.

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

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

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

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Company.

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

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

(i)          Schedule 13 (Reference Rate Terms); or

(ii)         any earlier Reference Rate Supplement.

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

(i)           Schedule  14  (Daily  Non-Cumulative   Compounded  RFR  Rate)    or Schedule 15 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)           any earlier Compounding Methodology Supplement.

(iii)          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.

(i)           For all purposes under the Finance Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):

(i)             if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person; and

(ii)              if   any new Person comes   into   existence,   such   new   Person   shall   be  deemed  to  have  been  organized  and  acquired  on  the  first  date  of   its existence by the holders of its shares at such time.

1.3         Currency symbols and definitions

"$", "USD" and "dollars" denote the lawful currency of the United States of America, "£", "GBP" and "sterling" denote the lawful currency of the United Kingdom, "€", "EUR" and "euro" denote the single currency of the Participating Member States, "CAD" and "Canadian Dollars" denote the lawful currency of Canada, "DKK" and "Danish Krone" denote the lawful currency of the Kingdom of Denmark, "CHF" and "Swiss Francs" denote the lawful currency of Switzerland and "AUD", "A$" and "Australian Dollars" denote the lawful currency of Australia.

1.4           Third party rights

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

(b)                Subject to Clause 36.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at           any time.

1.5              Australian Terms

(a)                The Parties agree that the Australian Banking Code of Practice does not apply to the Finance Documents and the transactions under them.

(b)                In this Agreement, a reference to "inability to pay its debts as they fall due" will, in relation to any Australian Obligor, be deemed to include that Australian Obligor to the extent that it is:

(i)              taken (under section 459F(1) of the Australian Corporations Act) to have        failed to comply with a statutory demand; or

(ii)              the subject of an event described in section 459C(2)(b) or section 585 of the Australian Corporations Act.

(c)                In paragraph (c) of Clause 24.8 (Insolvency proceedings), a reference to "other similar officer" shall, in relation to any Australian Obligor, be deemed to include a controller (as defined in the Australian                      Corporations Act).

(d)                In this Agreement, a reference to "security interest" includes any "security interest" as defined in section 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cth) of Australia.

1.6              German Terms

In this Agreement, where it relates to a German Guarantor or an entity having its centre of  main  interest  (as  defined  in  Article  3(1) regulation  No.  2015/848  on   insolvency proceeding (recast), as amended, of the European Parliament and of the Council of the European Union Regulation (EU)) in Germany and unless the contrary intention appears, a reference to:

(a)               a "winding-up", "administration" or "dissolution" (and each of these terms) includes any action taken by a competent court set out in section 21 of the German Insolvency Code (Insolvenzordnung) or where a competent court institutes or rejects (for reason of insufficiency of its funds to implement such proceedings (Abweisung mangels Masse)) insolvency proceedings against it (Eröffnung des Insolvenzverfahrens);

(b)               a person being "insolvent" or "bankrupt" includes that person being in the state of Zahlungsunfähigkeit pursuant to section 17 of the German Insolvency Code (Insolvenzordnung) or in the state of Überschuldung pursuant to section 19 of the German Insolvency Code (Insolvenzordnung);

(c)               a person being "unable to pay its debts" includes that person being in a state of Zahlungsunfähigkeit pursuant to section 17 of the German Insolvency Code (Insolvenzordnung);

(d)               a "receiver", "liquidator", "administrator", "administrative receiver" includes an Insolvenzverwalter, a preliminary insolvency administrator (Vorläufiger Insolvenzverwalter), a Zwangsverwalter, a custodian or creditor's trustee (Sachwalter) or a preliminary custodian or creditor's trustee (vorläufiger Sachwalter);

(e)               a "director" includes any statutory legal representative(s) (organschaftlicher Vertreter), a managing director (Geschäftsführer) or member of the board of directors (Vorstand); and

(f)               "insolvency              proceedings"              includes              any              insolvency              proceedings (Insolvenzverfahren) pursuant to the German Insolvency              Code (Insolvenzordnung).

1.7              Irish Terms

In this Agreement, where it relates to an Irish Obligor, a reference to:

(a)               "inability to pay its debts" will be deemed to mean inability to pay its debts within the meaning of Section 570 of the Irish Companies Act; and

(b)              the term "examiner" shall have the meaning given to it in Section 508 of the Irish Companies Act and the term "examinership" shall be construed in accordance with the Irish Companies Act.

1.8              Spanish terms

In this Agreement, where it relates to a Spanish entity, a reference to:

(a)              an     "insolvency     proceeding"   includes a declaración  de  concurso,     conindependencia de su carácter necesario o voluntario, (including, with respect to a member of the Group incorporated in Spain, any notice to a                     competent courtpursuant to article 5 bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores                     and transacción judicial o extrajudicial);

(b)              a "winding-up", "administration" or "dissolution" includes, without limitation, disolución, liquidación, procedimiento concursal or any other similar proceedings;

(c)               a "receiver", "administrative receiver", "administrator" or the like includes, without limitation, administración del concurso or any other person performing the same function;

(d)              a "composition", "compromise", "assignment" or "arrangement with any creditor" includes the celebration of a convenio de acreedores within the context of a concurso;

(e)               a "matured obligation" includes, without limitation, any crédito líquido, vencido y exigible;

(f)              "security" includes, without limitation, any prenda, hipoteca and any other garantía real or other transaction having the same effect as each of the foregoing; and

(g)              a person being unable to pay its debts includes that person being in a state of insolvencia or concurso as provided for in the Spanish Insolvency Law.

1.9       Luxembourg terms

In this Agreement, where it relates to an Obligor whose "centre of main interests" within the meaning of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast) is in Luxembourg and/or whose place of the central administration (siège de l'administration centrale) within the meaning of the Luxembourg law of 10 August 1915 on commercial companies, as amended, is in Luxembourg (such a person, a "Luxembourg Person"), and unless the contrary intention appears, a reference to:

(a)          "moratorium of any indebtedness", "winding-up", "dissolution", "administration", "reorganisation" or "composition" includes without limitation bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciare), composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, re-organisation or similar laws affecting the rights of creditors generally;

(b)               "liquidator", "receiver", "administrative receiver", "administrator" or the like includes, without limitation a juge délégué, expert-vérificateur commissaire, juge-commissaire, liquidateur or curateur;

(c)             a Security includes any hypothèque, nantissement, gage, privilege, sȗreté réelle, droit de retention and any type of real security or agreement or arrangement having a similar effect and any transfer of title by            way     of security;

(e)                an administrator includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(f)               a receiver or an administrative receiver does not  include a curator or bewindvoerder; and

(g)              an attachment includes a beslag.

SECTION 2
THE FACILITIES

2.              THE FACILITIES

2.1              The Facilities

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

(a)               a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility A1 Commitments; and

(b)              a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility A2 Commitments.

2.2              Increase

(a)              The Company may by giving prior notice to the Agent by no later than the date falling 90 days after the effective date of a cancellation of:

(i)              the Available Commitments of a Defaulting Lender in accordance with paragraph (g) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender); or

(ii)               the Commitments of a Lender in accordance with:

(A)          Clause 8.1 (Illegality); or

(B)           paragraph (a) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender),

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount in the applicable Base Currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows:

(iii)              the increased Commitments will be assumed by one or more EligibleInstitutions (each an "Increase Lender") each of which confirms in writing (whether in the relevant Increase Confirmation or                            otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender                  in respect of those Commitments;

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

(v)              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;

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

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

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

(c)          The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once it is satisfied 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.

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

(e)          The Company shall, promptly on demand, pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2.

(f)          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 25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

(g)          The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company 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 paragraph (g).

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

(i)          Clause 25.5 (Limitation of responsibility   of   Existing   Lenders)   shall   apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)          an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii)         the "New Lender" were references to that "Increase Lender"; and

(iii)        a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".

2.3              Accordion Option

(a)          The Company may, by delivery to the Agent of a duly completed Accordion Increase Request prior to the date falling six months prior to the Termination Date, request that the Total Facility A1 Commitments     and/or the Total Facility A2 Commitments be increased (and the Total Facility A1 Commitments and/or Total Facility A2 Commitments (as applicable) shall be so increased) as described in, and in accordance       with, this Clause 2.3.

(b)          The increase in the Total Facility A1 Commitments and/or Total Facility A2 Commitments requested in an Accordion Increase Request is subject to the following conditions:

(i)          the increased Commitments will be assumed by one or  more existing Lenders willing to provide such increase and/or by one or more other Eligible Institutions (each an "Accordion Increase Lender")                selected by the Company which shall become a Party as a Lender;

(ii)          the Agent receives the  Accordion  Increase   Request no later than  10 Business Days before the proposed Accordion Increase Date;

(iii)          the Accordion Increase Amount is a minimum amount of £10,000,000 (in respect of Facility A1) or €10,000,000 (in respect of Facility A2) or any lower amount agreed to by the Agent; the amount by                    which the Total Commitments is increased (when aggregated with the amount by which the Total Commitments have previously been increased pursuant to this Clause 2.3) (in each case, if applicable,                      when converted into the sterling at the Agent's Spot Rate of Exchange on the date of the relevant increase) will not exceed £200,000,000 or any other amount agreed to by all the Lenders;

(iv)           no amendment shall be made to the Termination Date;

(v)              no Default is continuing or would result from the proposed increase in the Facilities, in each case on the date of the Accordion Increase Request or the Accordion Increase Date; and

(vi)              in respect of each Accordion Increase Lender:

(A)         the Agent has received and executed a duly completed Accordion Increase Confirmation from that Accordion Increase Lender; and

(B)         in relation to an Accordion Increase Lender which is not already a Lender on the date of the Accordion Increase Confirmation, the Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption of the additional Commitments by that Accordion Increase Lender, the completion of which the Agent shall promptly notify to the Company and the Accordion Increase Lender.

(c)              The increase in the Total Facility A1 Commitments and/or the Total Facility A2 Commitments and the assumption of the additional Commitments by the Accordion Increase Lenders will take effect on the date (the "Accordion Increase Date") which is the later of:

(i)              the date proposed by the Company in the Accordion Increase Request; and

(ii)              the date on which all of the conditions described in paragraph (b) above have been met.

(d)              On and from the Accordion Increase Date:

(i)              the  Total Facility A1 Commitments    and/or    the    Total   Facility    A2 Commitments (as applicable) will be increased by the Accordion Increase Amount; and

(ii)              each Accordion  Increase Lender will assume  all  the obligations  of  a Lender in respect of the commitment or increased commitment specified in the Accordion Increase Confirmation in respect of that Accordion Increase Lender;

(iii)              each of the Obligors and each Accordion Increase Lender which is not a Lender immediately prior to the Accordion Increase Date shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Increase Lender would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender;

(iv)              each Accordion Increase Lender which is not  a   Lender   immediately prior to the Accordion Increase Date shall become a Party as a "Lender" and any such Accordion Increase Lender and each of the other Finance Parties shall assume obligations towards one another and

(v)              acquire rights against one another as that Accordion Increase Lender and those   Finance   Parties   would   have   assumed   and/or   acquired   had   the Accordion Increase Lender been an Original Lender; and

(vi)              the Commitments of the other Lenders shall continue in full force and effect.

(e)                Each Accordion Increase Lender, by executing the Accordion Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(f)                The Company shall, on the Accordion Increase Date, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 25.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 25.6 (Procedure for a transfer) and the Company shall promptly on demand pay to the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in the Facilities under this Clause 2.3.

(g)              If the Termination Date has been extended pursuant to Clause 5.6 (Extension Option) prior to the Accordion Increase Date, the Termination Date applicable to the Commitments to be assumed by an Accordion Increase Lender shall be the extended Termination Date.

(h)              The Company may pay to an Accordion Increase Lender a fee in the amount and at the times agreed between the Company and the Accordion Increase Lender in a letter between the Company and the Accordion Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph (h).

(i)              No Lender shall be under any obligation to execute any Accordion Increase Confirmation.

(j)              The Company may not request an increase     in    the    Total    Facility    A1 Commitments and/or the Total Facility A2 Commitments pursuant to this Clause 2.3 more than five times.

(k)              The Obligors acknowledge and agree that:

(i)          the guarantees and indemnities contained in Clause 19 (Guarantee and Indemnity) shall continue in full force and effect in respect of the obligations of the Obligors under the Finance Documents notwithstanding the increase in the Total Commitments (including any Accordion Increase Amount) pursuant to this Clause 2.3; and

(ii)         the guarantees and indemnities contained in Clause 19 (Guarantee and Indemnity) shall apply and extend to all of the obligations of the Obligors under the Finance Documents (including in respect of any Accordion Increase Amount).

(l)              Clause 25.5 (Limitation of responsibility   of   Existing   Lenders)   shall   apply mutatis mutandis in this Clause 2.3 in relation to an Accordion Increase Lender as if references in that Clause to:

(i)              an "Existing Lender" were references to all the Lenders immediately prior to the relevant increase;

(ii)              the "New Lender" were references to that "Accordion Increase Lender"; and

(iii)              a "re-transfer" and "re-assignment" were references to respectively a "transfer" and "assignment".

2.4              Finance Parties' rights and obligations

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

(b)               The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor 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 a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

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

2.5              Obligors' Agent

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

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

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

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

(c)                For the purpose of acting as Obligors' Agent in accordance with this Clause 2.5, each Obligor (other than the Company) releases the Company to the fullest extent possible from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other law.

3.              PURPOSE

3.1              Purpose

Each Borrower shall apply all amounts borrowed by it under Facility A1 and Facility A2 towards the general corporate purposes of the Group (including, without limitation, the prepayment or repayment of any Financial Indebtedness of the Group).

3.2              Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.              CONDITIONS OF UTILISATION
4.1              Initial conditions precedent

(a)                No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b)               Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above,   the   Lenders   authorise   (but   do   not   require)   the   Agent   to   give   that

notification. The Agent shall not be liable for any damages,  costs or  losses whatsoever as a result of giving any such notification.

4.2              Further conditions precedent

(a)              The    Lenders will only be obliged to comply   with    Clause   5.4    (Lenders' participation)  if  on the  date  of  the  Utilisation  Request  and  on  the  proposed Utilisation Date:

(i)              in the case of a Rollover Loan,  no Event  of  Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(ii)              the Repeating Representations to be made by each Obligor are true in all material respects.

4.3              Conditions relating to Optional Currencies

(a)              A currency will constitute an Optional Currency in relation to a Loan if:

(i)              it is readily available in the amount required and freely convertible into the applicable Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Loan;

(ii)              it is:

(A)             in the case of Facility A1, EUR, USD, CAD, DKK, CHF or AUD;

(B)              in the case of Facility A2, GBP, USD, CAD, DKK, CHF or AUD,

or, in each case, has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; and

(iii)             there are Reference Rate Terms for that currency.

(b)              If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

(i)              whether or not the Lenders have granted their approval; and

(ii)              if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

4.4              Maximum number of Loans

(a)                A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 16 or more Loans would be outstanding.

(b)               Any Separate Loan shall not be taken into account in this Clause 4.4.

(c)              Any   Loan   made  by a single Lender under Clause  6.2   (Unavailability   of   acurrency) shall not be taken into account in this Clause 4.4.

SECTION 3 UTILISATION

5.              UTILISATION

5.1              Delivery of a Utilisation Request

(a)                Subject to paragraph (b) below, a Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)               During the Covenant Holiday Period the Company undertakes that it shall not (and shall procure that no Borrower shall) deliver a Utilisation Request on and from Effective Date until the end of the Covenant Holiday Period and no Lender shall have any obligation to comply with Clause 5.4 (Lenders' participation) or make a participation in any Loan available during such period provided that on and from the first Business Day after the last day of the Covenant Holiday Period (including, for the avoidance of doubt, such date as the Covenant Holiday Period is ended prior to its scheduled end date in accordance with paragraph (c) of Clause 22.2 (Financial condition)), a Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time provided that the first Utilisation Request delivered after the Covenant Holiday Period shall be accompanied by a Compliance Certificate confirming, among other matters, compliance with Clauses 22.2 (Financial condition) and 23.8 (Guarantors), in each case, as at the most recent Test Date to occur prior to the last day of the Covenant Holiday Period.

5.2              Completion of a Utilisation Request

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

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

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

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

(b)              Only one Loan may be requested in each Utilisation Request.

5.3              Currency and amount

(a)                The currency specified in a Utilisation Request must be the applicable Base Currency or an Optional Currency.

(b)               The amount of the proposed Loan must be:

(i)              if the currency selected is GBP, a minimum of £1,000,000 or if less, the relevant Available Facility; or

(ii)              if the currency selected is EUR, a minimum of EUR1,000,000 or, if less, the relevant Available Facility;

(iii)              if the currency selected is USD, a minimum of USD1,000,000 or, if less, the relevant Available Facility;

(iv)              if the currency selected is CAD, a minimum of CAD1,000,000 or, if less, the relevant Available Facility;

(v)              if the currency selected is CHF:

(A)             a minimum of CHF1,000,000 or, if less, the relevant Available Facility; and

(B)              such amount so that the aggregate amount of Loans denominated in CHF that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than CHF25,000,000;

(vi)              if the currency selected is AUD:

(A)             a minimum of AUD2,000,000 or, if less, the relevant Available Facility; and

(B)              such amount so that the aggregate amount of Loans denominated in AUD that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than AUD40,000,000;

(vii)        if the currency selected is DKK:

(A)             a minimum of DKK8,000,000 or, if less, the relevant Available Facility; and

(B)              such amount so that the aggregate amount of Loans denominated in DKK that would be outstanding on the proposed Utilisation Date for that proposed Loan (and including, for the avoidance of doubt, that proposed Loan) is no greater than DKK175,000,000; or

(viii) if the currency selected is any other Optional Currency, the minimum amount (and, if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the relevant Available Facility,

and, in any event, such that its Base Currency Amount is less than or equal to the relevant Available Facility.

5.4              Lenders' participation

(a)                If the conditions set out in this Agreement have been met, and subject to Clause 7.1 (Repayment of Loans)), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

(c)                The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and if different, the amount of that participation to be made available in accordance with Clause 30.1 (Payments to the Agent), in each case by the Specified Time.

5.5              Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

5.6              Extension Option

(a)                The Company may, by notice to the Agent (the "Initial Extension Request") not more than 60 days and not less than 30 days before 9 March 2023 (the "First Extension Deadline"), request that the Termination Date in respect of the Facilities be extended for a further period of one year.

(b)               The Company may, by notice to the Agent (the "Second Extension Request") not more than 60 days and not less than 30 days before 9 March 2024 (the "Second Extension Deadline"), request that the Termination Date in respect of the Facilities:

(i)              with respect to Lenders who have agreed to the Initial Extension Request (or have acquired any Commitment of a Lender which agreed to the Initial Extension Request), be extended for a further period of one year; and/or

(ii)              if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request be extended for a period of two years.

(c)                The Agent must promptly notify the Lenders of any Initial Extension Request or Second Extension Request (an "Extension Request").

(d)               Each Lender may, in its sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date falling 15 days before, in the case of the Initial Extension Request, the First Extension Deadline or, in the case of the Second Extension Request, the Second Extension Deadline will, subject to paragraph (i) below, extend its Commitment for a further period of one year or two years (as applicable), from the then current Termination Date

in respect of that Lender's Commitment and the relevant Termination Date with respect to the Commitment of that Lender will, subject to paragraph (i) below, be extended accordingly (an "Extension").

(e)                The Company shall, on or prior to, in the case of the Initial Extension Request, the First Extension Deadline, or, in the case of the date of the Second Extension Request, the Second Extension Deadline, pay to Agent for the account of the relevant Lenders an extension fee in an equal amount based on its proportion of the Total Commitments and at the time agreed in a Fee Letter between the Company and that Lender.

(f)                If any Lender fails to reply to an Extension Request on or before the date falling 15 days before the First Extension Deadline or the Second Extension Deadline (as applicable), it will be deemed to have refused that Extension Request and its Commitments will not be extended.

(g)               Subject to paragraph (i) below, each Extension Request is irrevocable.

(h)              If one or more (but not all) of the Lenders agree to an Extension Request, then the Agent must notify the Company, identifying in that notification which Lenders have not agreed to the Extension Request.

(i)              The Company may, on the basis that one or more of the Lenders have not agreed to (or have been deemed to have refused) the Extension Request and no later than the date falling five days before the First Extension Deadline or the Second Extension Deadline (as applicable), withdraw the Extension Request by notice to the Agent which will promptly notify the Lenders.

(j)              Any extension of the Termination Date in respect of the Facilities under this Clause 5.6 will only take effect if on the date of the Extension Request, and in the case of the Initial Extension Request, on the First Extension Deadline or, in the case of the Second Extension Request, on the Second Extension Deadline:

(i)              no Default is continuing or would result from the proposed extension;

(ii)              the Company has paid the extension fee to each relevant Lender pursuant to paragraph (e) above; and

(iii)              the Repeating Representations are true in all material respects.

6.              OPTIONAL CURRENCIES

6.1              Selection of currency

A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan in a Utilisation Request.

6.2              Unavailability of a currency
If before the Specified Time:

(a)                a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

(b)               a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 6.2 will be required to participate in the Loan in the applicable Base Currency (in an amount equal to that Lender's proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender's proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the applicable Base Currency during that Interest Period.

6.3              Participation in a Loan

Each Lender's participation in a Loan will be determined in accordance with paragraph (b) of Clause 5.4 (Lenders' participation).

SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

7.              REPAYMENT

7.1              Repayment of Loans

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

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

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

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

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

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

(ii)              the proportion borne by each Lender's participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Loans,

the aggregate amount of the new Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

(A)              if the amount of the maturing   Loan   exceeds   the   aggregate amount of the new Loans:

(1)               the relevant Borrower will only be required to make a payment under Clause 30.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

(2)               each Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan and that Lender will not be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans; and

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

(1)               the relevant Borrower will not be required to make a payment under Clause 30.1 (Payments to the Agent); and

(2)               each Lender will be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender's participation in the maturing Loan and the remainder of that Lender's participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Loan.

(c)                At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the last day of the Availability Period applicable to the Facilities and will be treated as separate Loans (the "Separate Loans") denominated in the currency in which the relevant participations are outstanding.

(d)               If a Borrower makes a prepayment of a Loan, a Borrower to whom a Separate Loan is outstanding may prepay that Loan by giving not less than three Business Days' prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

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

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

8.              PREPAYMENT AND CANCELLATION

8.1              Illegality

If, in any applicable jurisdiction, 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 any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a)                that Lender shall promptly notify the Agent upon becoming aware of that event;

(b)               upon the Agent notifying the Company, each Available Commitment of that Lender will be immediately cancelled; and

(c)              to the extent that the Lender's participation has not been transferred pursuant to

paragraph (d) of Clause 8.5 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

8.2              Change of control

(a)              If:

(i)              there is a change of control; or

(ii)              the Company is no longer traded on at least one of Euronext Amsterdam, the London Stock Exchange or the Nasdaq Stock Market, then:

(A)             the Company shall promptly notify the Agent upon  becoming aware of that event;

(B)              a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(C)              if a Lender so requires and notifies the Agent within 30 days of the Company notifying the Agent of the event, the Agent shall, by not less than 30 days' notice to the Company, cancel each Available Commitment of that Lender and declare the participation of that Lender in all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon each such Available Commitment will be immediately cancelled, any Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable.

(b)              For the purposes of paragraph (a) above, "change of control" means:
(i)              the Company ceasing to:

(A)             directly or indirectly control Just Eat Limited; or

(B)              directly or indirectly own at least 75 per cent. of the issued shares in Just Eat Limited; or

(ii)              any person or group of persons acting   in   concert   gaining   direct   or indirect control of the Company.

(c)              For the purpose of paragraph (b) above "control" means the power (whether by way of ownership of shares, contract, agency or otherwise) to:

(i)              cast, or control the casting of, more than 30 per cent. of the maximum number of votes that might be cast at a general meeting of that person; or

(ii)              appoint  or remove  all,  or  the majority, of    the    directors   or    other equivalent officers of that person; or

(iii)              give directions with respect to the operating and financial policies of that person which the directors or other equivalent officers of that person are obliged to comply with.

(d)              For the purpose of paragraph (b) above "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in that person, to obtain or consolidate control of that person as described in the City Code on Takeovers and Mergers.

8.3              Voluntary cancellation

The Company may, if it gives the Agent not less than two Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £1,000,000 or €1,000,000 (as applicable) (or its equivalent)) of an Available Facility. Any cancellation under this Clause 8.3 shall reduce the Commitments of the Lenders rateably under that Facility.

8.4              Voluntary prepayment of Loans

(a)              A Borrower to which a Loan has been made may, if it gives the Agent not less than:

(i)              in the case of a Loan denominated in AUD only, three Business Days' prior notice (or such shorter period as the Majority Lenders may agree);

(ii)              in the case of any other Term Rate Loan, two Business Days' prior notice (or such shorter period as the Majority Lenders may agree); or

(iii)              subject to paragraph (b) below, in the case of a Compounded Rate Loan, five RFR Banking Days' prior notice (or such shorter period as all of the Lenders may agree),

prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of £1,000,000 or €1,000,000 (as applicable) (or its equivalent)).

(b)              A Borrower may not exercise its rights under paragraph (a)(iii) above to prepay Compounded Rate Loans more than three times in any 12 month period commencing from the Effective Date

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

Lender

(a)              If:

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

(ii)              any Lender claims indemnification  from  the  Company under  Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.

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

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

(d)               If:

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

(ii)              an Obligor becomes obliged to pay   any   amount  in   accordance   with Clause 8.1 (Illegality) to any Lender,

the Company may, on ten Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.11 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

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

(i)              the Company shall have no right to replace the Agent;

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

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

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

(f)              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 Company when it is satisfied that it has complied with those checks.

(g)

(i)              If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days' notice of cancellation of each Available Commitment of that Lender.

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

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

8.6              Restrictions

(a)                Any notice of cancellation or prepayment given by any Party under this Clause 8 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.

(b)               Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)                Unless a contrary indication appears in this Agreement, any part of a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

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

(e)                Subject to Clause 2.2 (Increase) and Clause 2.3 (Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)                If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

(g)               If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

8.7              Application of prepayments

Any prepayment of a Loan pursuant to Clause 8.2 (Change of control), or Clause 8.4 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender's participation in that Loan.

9.              RATE SWITCH

9.1              Switch to Compounded Reference Rate

Subject to Clause 9.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date for a Rate Switch Currency:

(a)                use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for Loans in that Rate Switch Currency; and

(b)               any Loan or Unpaid Sum in that Rate Switch Currency shall be a "Compounded Rate Loan" and Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to each such Loan or Unpaid Sum.

9.2              Delayed switch for existing Term Rate Loans

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Loan in that currency:

(a)                that Loan shall continue to be a Term Rate Loan for that Interest Period and Clause 10.1 (Calculation of interest – Term Rate Loans) shall continue to apply to that Loan for that Interest Period; and

(b)               on and from the first day of the next Interest Period (if any) for that Loan:

(i)              that Loan shall be a "Compounded Rate Loan"; and

(ii)              Clause 10.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan.

9.3              Notifications by Agent

(a)              Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Agent shall:

(i)              promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the Lenders of that occurrence; and

(ii)              promptly upon becoming aware of the date of the Rate Switch Trigger Event   Date  applicable   to  that   Rate  Switch  Trigger   Event,   notify  the Company and the Lenders of that date.

(b)              The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Company and the Lenders of that occurrence.

9.4              Rate switch definitions

In this Agreement: "Backstop Rate Switch Date" means in relation to a Rate Switch Currency:

(a)                the date (if any) specified as such in the applicable Reference Rate Terms; or

(b)               any other date agreed as such between the Agent, the Majority Lenders and the Company in relation to that currency.

"Rate Switch Currency" means a Term Rate Currency:

(a)                which is specified as a "Rate Switch Currency" in the applicable Reference Rate Terms; and

(b)               for   which  there are Reference Rate Terms applicable  to   Compounded  Rate Loans.

"Rate Switch Date" means:

(a)              in relation to a Rate Switch Currency, the earlier of:
(i)              the Backstop Rate Switch Date; and