Common use of Conditions of Utilisation Clause in Contracts

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower may not: (i) request the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), unless the Agent has received all of the Initial Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower 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 for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan (a) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (c) the Repeating Representations to be made by the Borrower are true in all material respects.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower may not: (i) request the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), unless the Agent has received all of the Initial Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Interim Lenders will not be obliged to comply with Clause 7.4 5.4 (Interim Lenders’ participationparticipation – Interim Loans) in relation to any LoanUtilisation if, unless on or before the Utilisation Date for that utilisation Utilisation, the Company has delivered to the Interim Facility Agent has received or the following conditions precedent Majority Lenders, or the Interim Facility Agent or the Majority Lenders have waived the requirement to deliver, the documents and other evidence listed in Schedule 2 ( Conditions precedent) (the “Initial Conditions Precedent”) in form and substance satisfactory to the Agent: Interim Facility Agent or the Majority Lenders, each acting reasonably and in good faith (A) unless specified therein to be in relation another form or substance or where any such document or evidence is expressly not required to be in form and substance satisfactory to the Margin Loan Bridge Interim Facility Loan: Agent or the Majority Lenders in accordance with the terms of in Schedule 2 (Conditions precedent)). Any Initial Condition Precedent (or other conditions to, or requirements in respect of, the initial Utilisation of the Interim Facilities (howsoever described)) may be amended or (including the requirement to deliver any Initial Conditions Precedent Precedent) waived by the Interim Facility Agent or the Majority Lenders, each acting reasonably and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfiedgood faith. (b) The Interim Facility Agent (or, as the case may be, the Majority Lenders) shall notify the Company and the Interim Lenders promptly upon being satisfied that the conditions described in paragraph (a) above have been met and/or waived. Other than to the extent that the Majority Lenders notify the Interim Facility Agent in writing to the contrary before the Interim Facility Agent gives the notification described in paragraph (a) abovesuch notification, the Interim Lenders authorise (but do not require) the Interim Facility Agent to give that notification. The Interim Facility 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 for (c) For the Margin Loan Bridge avoidance of doubt and notwithstanding anything in this Agreement to the contrary, a Utilisation Request may be delivered at any time prior to: (i) the delivery of (or any waiver of the requirement to deliver) the Initial Conditions Precedent; and/or (ii) any or all such Initial Conditions Precedent being confirmed as having been delivered in a form and substance that is satisfactory. (d) Pursuant to the CP Satisfaction Letter, the Interim Facility Loan Agent and the SPA Acquisition Bridge Facility Loan Majority Lenders have confirmed that they have received and are satisfied with all Initial Conditions Precedent and confirm and agree that the Initial Conditions Precedent and the requirements of paragraphs (a) no Default is continuing or would result from the proposed Loan; and (b) no Sanctions Event is continuing or would result from the proposed Loan; andof this Clause 4.1 are irrevocably satisfied. (ce) The Company shall, prior to the Repeating Representations Closing Date, deliver to the Interim Facility Agent a copy of the Funds Flow Statement, provided that such Funds Flow Statement shall be delivered for information purposes only and shall not be required to be made by in form or substance satisfactory to the Borrower are true in all material respectsInterim Facility Agent or the Majority Lenders (nor subject to any approval or consent or authorisation or other requirement or condition (or similar) from any Interim Finance Party).

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower may not: (i) request the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), unless the Agent has received all of the Initial Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 6.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent Initial Conditions Precedent in form and substance satisfactory to the Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent;; and (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower 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 for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan (a) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (c) the Repeating Representations to be made by the Borrower are true in all material respects.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Save as set out in paragraph (b) below, no Borrower may not: (i) request the Issuing Bank to issue deliver a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation Request unless the Agent has received all of the Initial documents and other evidence listed in Part I and, except for the delivery of the respective Utilisation Requests, Part II of Schedule 2 (Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (iiprecedent) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loanwhich, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent otherwise set out therein, must be in form and substance satisfactory to the Agent: , provided that the Lenders will only be obliged to comply with Clause 5.4 (ALender's participation) in relation to any Utilisation if the Margin Loan Bridge Facility Loan: Utilisation Requests specified in Part II of Schedule 2 (Conditions precedent) have been submitted no later than on the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation Specified Time applicable to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedentsuch Utilisation. The Agent shall notify the Borrower Company (with a copy to be sent to the financial advisor appointed by the Company in connection with the Acquisition and notified to the Agent, the "Financial Advisor")) and the Lenders promptly upon being so satisfied or upon receipt, as applicable. At any time upon request of the Company the Agent will confirm to the Company (with a copy to the Financial Advisor) which of the documents and other evidence listed in Part I and II of Schedule 2 (Conditions Precedent) it has received, where applicable, in form and substance satisfactory to it. (b) In relation to any Utilisations to be made for the purpose set out in paragraph (a)(viii) of Clause 3.1 (Purpose) the Company may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I and in paragraph (a) under the heading "Other documents and evidence" of Part II of Schedule 2 (Conditions precedent) which must be in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied. (b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result Table of giving any such notification.Contents 4.2 Further conditions precedent for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loanprecedent (a) The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Utilisation (other than one to which Clause 4.5 (Utilisations during the Certain Funds Period) applies) 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; (b) , no Sanctions Event Default is continuing or would result from the proposed Loan; and (cii) the Repeating Repeated Representations to be made by the Borrower each Obligor are true in all material respects. (b) The Lenders will only be obliged to comply with Clause 9.3 (Change of currency) if, on the first day of an Interest Period, no Default is continuing or would result from the change of currency and the Repeated Representations made by each Obligor are true in all material respects. 4.3 Conditions relating to Optional Currencies (a) A currency (other than USD, GBP or JPY which are committed Optional Currencies) 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 Base Currency in the European interbank market on the Quotation Day and the Utilisation Date for that Loan; and (ii) it 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 or Selection Notice for that Loan. (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 for any subsequent Utilisation in that currency.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) precedent The Borrower may not: (i) request the Issuing Bank to issue not deliver a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation Request unless the Facility Agent has received all of the Initial Conditions Precedent documents and other evidence listed in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Lenders will not be obliged appearing to comply with Clause 7.4 the requirements of Schedule 2 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent). The Facility Agent shall notify the Borrower 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 receiving such notificationdocuments and other evidence. 4.2 Further conditions precedent for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility LoanThe Lenders will be obliged to comply with Clause 5.4 (Lenders' participations) only if: (a) on the date of the Utilisation Request and on the proposed Utilisation Date: (i) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (cii) the Repeating Representations to be made by the Borrower are true in all material respects; (b) in respect of a proposed Loan which is intended to be utilised (in whole or in part) for refinancing purposes, on the date of (and no later than the time of delivery of the Utilisation Request) the Utilisation Request in respect of that proposed Loan, the Facility Agent has received a copy of the relevant irrevocable prepayment notice from the Borrower to its existing creditor irrevocably obliging the Borrower to prepay to such creditor an amount not less than the amount of the Loan requested in the Utilisation Request and such amount is due and payable by the Borrower on the Utilisation Date applicable to the Loan requested in the Utilisation Request; (c) in respect of a proposed Loan which is intended to be utilised (in whole or in part) for financing the Capital Expenditure of the Borrower and/or (subject to Clause 20.26 (Capital Expenditure)) the Capital Expenditure of any other member of the Group, on the date of (and no later than the time of delivery of the Utilisation Request) the Utilisation Request in respect of that proposed Loan, the Facility Agent has received from the Borrower documentary evidence satisfactory to the Facility Agent evidencing the legally binding obligation of the Borrower or, as the case may be, other member of the Group to pay an amount in respect of Capital Expenditure in an amount not less than the amount of the Loan requested in the Utilisation Request and such amount is due and payable by the Borrower or, as the case may be, such other member of the Group on the Utilisation Date applicable to the Loan requested in the Utilisation Request; and *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 16 (d) in respect of a proposed Loan which is intended to be utilised (in whole or in part) for financing the Capital Expenditure of a member of the Group established in the PRC and an amount of the proposed Loan is to be injected into such member of the Group in accordance with Clause 20.26 (Capital Expenditure), on the date of (and no later than the time of delivery of the Utilisation Request) the Utilisation Request in respect of that proposed Loan, the Facility Agent has received from the Borrower a copy of the foreign debt registration certificate issued by the State Administration of Foreign Exchange of the PRC evidencing that the amount to be injected into such member of the Group and as specified in the Utilisation Request does not exceed the foreign debt quota available to such member of the Group under its foreign debt registration.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) precedent The Borrower may not: (i) request the Issuing Bank to issue not deliver a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation Request unless the Agent Lender has received all of the Initial documents and other evidence listed in Part I (CPs to first Utilisation) of Schedule 2 (Conditions Precedent precedent) in form and substance satisfactory to the Agent Lender. The Lender shall notify the Borrower promptly upon being so satisfied. If the Borrower is not able to deliver all of the documents and evidence referred to above, the SPA Closing Date has occurred; and (ii) Lender may decide to accept the Utilization Request but reduce the amount of the requested utilization conditionally or otherwise. The Lender’s decision to reduce the amount of the utilization shall be communicated to the Borrower. The utilization will be made if the Borrower, within 2 Business Days following such communication, requests in writing the utilization to be made in the decreased amount. To the extent the Lender agrees to waive delivery certain documents or evidence as a condition precedent to a utilization, the Lender may require the Borrower to deliver such documents or evidence within a Utilisation Request, and certain period of time following the Lenders will not utilization. The Borrower shall be obliged to comply with Clause 7.4 (Lenders’ participation) in relation deliver such documents within such timeframe. 4.2 Further conditions precedent The Lender will only be obliged to any Loan, unless make a Loan if: 4.2.1 on or before the date of the Utilisation Date for that utilisation Request and on the Agent has received the following conditions precedent in form and substance satisfactory to the Agentproposed Utilisation Date: (A) in relation to the Margin Loan Bridge Facility case of a Rollover Loan: , no Event of Default is continuing or would result from the Initial Conditions Precedent and proposed Utilisation and, in the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower 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) abovecase of any other Utilisation, 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 for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan (a) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed LoanUtilisation; and (cB) the Repeating Representations to be made by the Borrower each Obligor are true in all material respects; 4.2.2 other than in the case of a Rollover Loan, any Projection which is due to be adopted by a Recalculation Date has been adopted in accordance with Clause 6 (Projections) by such Recalculation Date unless: (A) it has not been so adopted as a result of any failure on the part of the Lender to perform its obligations under this Agreement; or (B) the Lender (acting reasonably) is of the opinion that if such a Projection were to be adopted, the applicable Borrowing Base amount that would be generated by such a Projection would exceed the aggregate amount of (i) all the outstanding Utilisations and (ii) all the Utilisations proposed to be made on the proposed Utilisation Date; 4.2.3 other than in the case of a Rollover Loan, the aggregate of: (A) the amount of the Utilisation proposed to be made on the proposed Utilisation Date; and (B) the aggregate amount of all outstanding Utilisations on the proposed Utilisation Date less the aggregate amount of all outstanding Utilisations due to be repaid or prepaid on the proposed Utilisation Date, does not exceed the lesser of (i) the Aggregate Commitments applicable on the proposed Utilisation Date and (ii) the Borrowing Base amount applicable on the proposed Utilisation Date.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower may not: (i) request the Issuing Bank to issue a Bid Certificate pursuant Subject to Clause 5.1 (Delivery of a request for a Bid Certificate4.1(b), neither the Borrower nor the Parent on its behalf may deliver a Utilisation Request for any Facility unless the Agent has received all of the Initial relevant documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (iiPrecedent) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent:, acting on the instructions of the Majority Lenders, unless otherwise waived by the Agent (acting on the instructions of the Majority Lenders) in accordance with this Agreement. (Ab) For the purposes of a Utilisation pursuant to Clause 5.6 (Term Loan Facility Disbursement Account Utilisation), if the condition specified in paragraph 13(e) of Part I in Schedule 2 (Conditions Precedent) and/or the conditions specified in paragraph 5(e) of Part I in Schedule 2 (Conditions Precedent) has not been satisfied (or as the case may be, waived by the Agent (acting on the instructions of the Majority Lenders)) in relation to accordance with this Agreement as at the Margin last day of the Availability Period in respect of the Term Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Facility, then provided all other conditions specified in Part I of Schedule 2 (Conditions Precedent;) have been satisfied (unless otherwise waived by the Agent (acting on the instructions of the Majority Lenders)) in accordance with this Agreement, such condition(s) precedent shall be automatically deemed waived solely for the purpose of permitting the deposit of all or part of the Remaining Amount as elected by the Borrower in accordance with Clause 5.6 (Term Loan Facility Disbursement Account Utilisation) into the Term Loan Facility Disbursement Account in accordance with the terms of this Agreement. (Bc) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfiedsatisfied by issuing a conditions precedent satisfaction letter. (bd) 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 (ac) 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 for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan (a) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (c) the Repeating Representations to be made by the Borrower are true in all material respects.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower may not: Lenders will only be obliged to comply with Clause 5.4 (iLenders' participation) request in relation to any Utilisation under Facility B1, Facility B2 and the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request Original Revolving Facility if on or before the Utilisation Date for a Bid Certificate), unless that Utilisation the Agent has received all of the Initial documents and other evidence listed in Part 1 of Schedule 2 (Documentary Conditions Precedent Precedent) and in Part 2 of Schedule 2 (Documentary Conditions Precedent) in form and substance satisfactory to the Agent or receipt of such documents and evidence has been waived by the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, Agent acting on the instructions of the Majority Lenders. The Agent shall notify the Obligors’ Agent and the Lenders promptly upon being so satisfied following the receipt of the documents and evidence listed in Part 2 of Schedule 2 (Documentary Conditions Precedent). (b) The Lenders will not only be obliged to comply with Clause 7.4 5.4 (Lenders’ ' participation) in relation to any Loan, unless Utilisation under Facility B3 if on or before the Utilisation Date for that utilisation Utilisation the Agent has received all of the following conditions precedent documents and other evidence listed in Part 3 of Schedule 2 (Documentary Conditions Precedent) in form and substance satisfactory to the Agent: (A) in relation to Agent or receipt of such documents and evidence has been waived by the Margin Loan Bridge Facility Loan: Agent acting on the Initial Conditions Precedent and instructions of the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions PrecedentMajority Lenders. The Agent shall notify the Borrower Obligors’ Agent and the Lenders promptly upon being so satisfiedsatisfied following the receipt of the documents and evidence listed in Part 3 of Schedule 2 (Documentary Conditions Precedent). (bc) 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 The Lenders authorise (but do not requireand instruct) the Agent to give that notificationthe notifications referred to in the above paragraphs. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notificationnotifications. 4.2 Further conditions precedent for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility Loan (a) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (c) the Repeating Representations to be made by the Borrower are true in all material respects.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) This Agreement shall not be effective unless, on or before the date of this Agreement, the Agent has received (or waived in writing receipt of) 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 on being so satisfied. (b) No Borrower may not: (i) request the Issuing Bank to issue make a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation unless the Agent has received all of the Initial documents and other evidence listed in Part I and Part II of Schedule 2 (Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (iiprecedent) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Agent shall notify the Borrower Company and the Lenders promptly upon being so satisfied. (bc) Other than Each duly executed document that is delivered to the extent that the Majority Lenders notify the Agent in writing the Agreed Form under this Clause 4.1 (Initial conditions precedent) shall be deemed to be in form and substance satisfactory 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 notificationAgent. 4.2 Further conditions precedent for Subject to Clause 4.6 (Certain Funds Period), the Margin Loan Bridge Facility Loan Lenders will not be obliged to comply with Clause 5.4 (Lenders’ participation in a Loan) or Clause 6.6 (Issue of Letters of Credit or Bank Guarantees) if on the date of the Utilisation Request and on the SPA Acquisition Bridge Facility Loanproposed Utilisation Date: (a) no Default is continuing or would result from in the proposed case of a Rollover Loan, the Agent has given notice under Clause 26.21 (Acceleration); (bi) no Sanctions Event is continuing or would result from in the proposed Loancase of a Utilisation on the first Utilisation Date, any of the representations and warranties in Clause 22 (Representations) expressed to apply on the Completion Date as set out in Clause 22.25 (Times on which representations made) are not true; andor (cii) in the case of any other Utilisation, any of the Repeating Representations are not true provided that, in relation to those representations and warranties under Clause 22 (Representations) which are not qualified by ‘material’ or ‘Material Adverse Effect’, those Repeating Representations need only be made by the Borrower 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 Revolving Facility Utilisation if: (i) it is readily available in the amount required and freely convertible into the Base Currency in the Relevant lnterbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and (ii) it is euro or sterling or has been approved by the Agent (acting on the instructions of all the Revolving Facility Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request or Selection Notice for that Utilisation. (b) If by the Specified Time 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 Revolving Facility Lenders have granted their approval; and (ii) if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation by way of a Loan in that currency. 4.4 Maximum number of Utilisations (a) A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation: (i) more than 2 Facility A Loans would be outstanding; (ii) more than 2 Facility B Loans would be outstanding; (iii) more than 2 Facility C Loans would be outstanding; (iv) more than 5 Capex Facility Loans would be outstanding; and (v) more than 10 Revolving Facility Utilisations would be outstanding. (b) A Borrower may not request that a Facility A Loan, a Facility B Loan, a Facility C Loan or a Capex Facility Loan be divided if, as a result of the proposed division more than 2 Facility A Loans or more than 2 Facility B Loans, more than 2 Facility C Loans or more than 5 Capex Facility Loans, would be outstanding. (c) Any Loan made by a single Lender under Clause 8.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The precedent No Borrower may not: (i) request the Issuing Bank to issue deliver a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation Request unless the Facility Agent has received all of the Initial documents and other evidence listed in Schedule 2 (Conditions Precedent precedent) in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Facility Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Facility Agent shall notify the Borrower 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 for The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the Margin Loan Bridge Facility Loan date of the Utilisation Request and on the SPA Acquisition Bridge Facility Loanproposed Utilisation Date: (a) 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; (b) , no Sanctions Event Default is continuing or would result from the proposed Loan; and (cb) the Repeating Representations to be made by the Borrower 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 Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Loan; and (ii) it is Sterling, US Dollars, Swiss Francs or it has been approved by the Facility Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Facility Agent of the Utilisation Request for that Loan. (b) If by the Specified Time the Facility Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Facility Agent will notify the Lenders of that request by the Specified Time. Based on any responses received by the Facility Agent by the Specified Time, the Facility 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.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The Borrower No Utilisation Request in respect of the Initial Facility may not: (i) request the Issuing Bank to issue a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), be given unless the Facility Agent has received (or waived receipt of) all of the Initial documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent precedent) in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (ii) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Facility Agent: (A) in relation to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedent; and (D) in relation to a Reopening Acquisition Bridge Facility Loan: the Reopening Conditions Precedent. The Facility Agent shall must notify the Borrower Company and the Lenders promptly upon being so satisfied. (b) Other than Subject to paragraph (d) below, no Utilisation Request in respect of the Greenshoe Facility may be given unless the Facility Agent has received (or waived receipt of) all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions precedent) and (if any) the additional conditions precedent as set out in the schedule to the Greenshoe Facility Confirmation Notice, in each case in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders). The Facility Agent must notify the Company and each Lender participating in the Greenshoe Facility Loan promptly upon being so satisfied. (c) Except to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) and (b) above, the Lenders authorise each Lender authorises (but do does not require) the Facility Agent to give that notification. The Facility Agent shall will not be liable for any damagescost, costs loss or losses liability whatsoever any person incurs as a result of the Facility Agent giving any such notification. (d) A Utilisation Request in respect of the Greenshoe Facility may not be given prior to the date of the Greenshoe Facility Confirmation Notice and prior to the date on which all amendments and additional documentation referred to in paragraph (d)(ii) of Clause 2.2 (Greenshoe Facility) have been made or entered into. 4.2 Further conditions precedent 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 for the Margin Loan Bridge Facility Loan and the SPA Acquisition Bridge Facility relevant Loan: (a) no Default is continuing or would result from the proposed Loan;; and (b) no Sanctions Event is continuing or would result from the proposed Loan; and (c) the Repeating Representations to be made by the Borrower are true correct in all material respects. 4.3 Maximum number (a) A Utilisation Request may not be given if, as a result of the proposed Utilisation, more than four Loans would be outstanding. (b) A request that a Loan be divided may not be given if, as a result of the proposed division, more than four Loans would be outstanding.

Conditions of Utilisation. 4.1 Initial conditions precedent (a) The No Borrower may not: (i) request the Issuing Bank to issue deliver a Bid Certificate pursuant to Clause 5.1 (Delivery of a request for a Bid Certificate), Utilisation Request unless the Agent has received all of the Initial documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent in form and substance satisfactory to the Agent and the SPA Closing Date has occurred; and (iiprecedent) deliver a Utilisation Request, and the Lenders will not be obliged to comply with Clause 7.4 (Lenders’ participation) in relation to any Loan, unless on or before the Utilisation Date for that utilisation the Agent has received the following conditions precedent in form and substance satisfactory to the Agent. (b) The Agent shall, promptly upon request of the Company at or around signing of this Agreement, notify the Company and the Lenders of: (Ai) which of those documents and other evidence it has received in relation form and substance satisfactory to the Margin Loan Bridge Facility Loan: the Initial Conditions Precedent and the Refinancing Conditions Precedent; (B) in relation to a SPA Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the SPA Conditions Precedent; (C) in relation to a Bid Acquisition Bridge Facility Loan: the Initial Conditions Precedent and the Bid Conditions Precedentit; and (Dii) the documents and other evidence it will accept in relation to a Reopening Acquisition Bridge Facility Loan: respect of the Reopening remaining requirements listed in Part I of Schedule 2 (Conditions Precedent. precedent). (c) The Agent shall notify the Borrower Company and the Lenders promptly upon being so satisfied. having received all of the documents and other evidence listed in Part I of Schedule 2 (bConditions precedent) Other than in form and substance satisfactory 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 notificationit. 4.2 Further conditions precedent for Subject to Clause 4.3 (Acquisition Loans during the Margin Loan Bridge Facility Loan Availability Period), 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 SPA Acquisition Bridge Facility Loanproposed Utilisation Date: (a) in the case of a loan which is not a Rollover Loan: (i) no Default is continuing or would result from the proposed Loan; (b) no Sanctions Event is continuing or would result from the proposed Loan; and (cii) the Repeating Representations to be made by the Borrower each Obligor are true in all material respects; and (b) in the case of a Rollover Loan, no notice has been given by the Agent under Clause 26.13 (Acceleration). 4.3 Acquisition Loans during the Availability Period During the Availability Period in relation to the Term Facilities, unless (i) a Certain Funds Default is continuing or would result from the proposed Acquisition Loan, (ii) the Agent has not received all of the documents and other evidence described in paragraph (a) of Clause 4.1 (Initial conditions precedent) or (iii) a Borrower has failed to comply with Clause 3.1 (Purpose) in respect of any amount borrowed by it under the Facilities, neither the Agent nor any of the Lenders shall: (a) invoke any condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Acquisition Loan; (b) exercise any right, power or discretion to terminate or cancel the obligation to make any Acquisition Loan, other than under Clause 10.1 (Illegality), Clause 10.3 (Mandatory cancellation) or Clause 10.5 (Cancellation on Offer termination); (c) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Acquisition Loan; (d) take any step under Clause 26.13 (Acceleration) in respect of any Acquisition Loan or any of the Commitments; or (e) exercise any right of set-off or counterclaim in respect of any Acquisition Loan. However, as soon as each Availability Period in relation to both the Term Facilities has ended, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Availability Period in relation to the Term Facilities. SECTION 3 UTILISATION