Common use of Margin Adjustment Clause in Contracts

Margin Adjustment. (a) Save as provided in this Clause 9.7, the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the consolidated financial statements for an Accounting Quarter of the Group last received by the Agent pursuant to Clause 22.8(d)(ii) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) disclose the Net Leverage Ratio as at and for the four consecutive Accounting Quarters ending on the last day of the relevant Accounting Quarter at a level which, in accordance with the table set out below, indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 4.5:1 2.25 % 2.75 % 2.625 % Greater than or equal to 4:1 but less than 4.5:1 2.00 % 2.75 % 2.625 % Greater than or equal to 3.5:1 but less than 4:1 1.75 % 2.25 % 2.25 % Greater than or equal to 2.5:1 but less than 3.5:1 1.50 % 2.25 % 2.25 % Less than 2.5:1 1.25 % 2.25 % 2.25 % provided that: (i) there shall be no reduction in the Margin prior to receipt by the Agent of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the Pxxxxxx Effective Date; (ii) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) until (but excluding) the date (a “Readjustment Date”) being the earlier of: (A) the latest of the date on which the Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i) (Financial Covenant Compliance Certificates/ Management Meetings); and (B) the latest date by which the Agent should have received the financial statements for an Accounting Quarter and certificate relating thereto referred to in sub paragraph (A) above; (iii) on each Readjustment Date, the Margin shall revert to its original level at the Pxxxxxx Effective Date, unless a lower Margin shall be applicable in accordance with this Clause 9.7 (Margin Adjustment); and (iv) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and is continuing and the Margin shall immediately revert to its original level at the Pxxxxxx Effective Date until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 (Margin Adjustment) on the basis of the most recently delivered consolidated financial statements for an Accounting Quarter of the Group.

Margin Adjustment. (a) Save as provided in this Clause 9.76.5 (Margin Adjustment), the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In If, based on the event that the consolidated financial statements for an Accounting Quarter of the Group Quarterly Management Accounts last received by the Facility Agent pursuant to Clause 22.8(d)(ii19.4(b) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/Management Meetings) disclose ), the Net Total Leverage Ratio as at and for in respect of the four consecutive Accounting Quarters 12 month period ending on the last day of the relevant Accounting Quarter at a level which, in accordance with Period is within the table range of ratios set out in the “Total Leverage Ratio” column below, indicates a reduced Margin then the Margin shall be a reduced or increased to the percentage per annum determined set out opposite the relevant range set out in the column “Margin” below (as follows: appropriate). Greater than 4.50:1 2.25 2.25 Equal to or equal less than 4.50:1 but greater than 4.00:1 1.75 1.75 Equal to 4.5:1 2.25 % 2.75 % 2.625 % or less than 4.00:1 but greater than 3.50:1 1.75 1.75 Equal to or less than 3.50:1 but greater than 3.00:1 1.50 1.50 Equal to or less than 3.00:1 1.25 1.25 Greater than 4.50:1 2.50 2.50 Equal to or equal to 4:1 but less than 4.5:1 2.00 % 2.75 % 2.625 % Greater 4.50:1 but greater than 4.00:1 2.25 2.25 Equal to or equal to 3.5:1 but less than 4:1 1.75 % 2.25 % 2.25 % Greater than or equal to 2.5:1 but less than 3.5:1 1.50 % 2.25 % 2.25 % Less than 2.5:1 1.25 % 2.25 % 2.25 % 4.00:1 2.00 2.00 provided that: (iA) there shall be no reduction in the Margin prior to receipt by the Agent first anniversary of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the Pxxxxxx Effective Completion Date; (iiB) any change in the Margin shall take effect during (but only during) the period from (and including) the date falling 5 Business Days after the date on which the Facility Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) Quarterly Management Accounts and the certificate relating thereto in accordance with Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/Management Meetings) until (but excluding) the date (a “Readjustment Date”) being the earlier ofof 5 Business Days after: (A1) the latest of the date on which the Facility Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) Quarterly Management Accounts and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/ Management MeetingsCertificates); and (B2) the latest date by which the Facility Agent should have received the financial statements for an Accounting Quarter Quarterly Management Accounts and certificate certificates relating thereto referred to in sub paragraph (A1) above; (iii) ; and, on each Readjustment Date, the Margin shall revert to its original level at the Pxxxxxx Effective Datedate of this Agreement, unless a lower Margin than the original level of Margin shall be applicable in accordance with this Clause 9.7 6.5 (Margin Adjustment); and; (ivC) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and which is continuing and the Margin shall immediately revert to its original level at the Pxxxxxx Effective Date date of this Agreement until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 6.5 (Margin Adjustment) on the basis of the most recently delivered Quarterly Management Accounts; (D) there shall be no decrease in the Margin if the Quarterly Management Accounts have not been delivered in accordance with Clause 19.4(b) (Financial Statements); (E) for the first two full Quarter Periods following the Qualifying IPO Date the Margin in respect of each Facility shall be further increased by 0.75% per annum but such increase shall cease immediately thereafter; and (F) with effect from the third Quarter Period following the Qualifying IPO Date, the Margin in respect of each Facility shall be further increased by the percentage per annum set out opposite the relevant range set out in the column “Additional Margin Increase” below (as appropriate), based on the consolidated quarterly financial statements for an Accounting Quarter last received by the Facility Agent pursuant to Clause 19.4(b) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 19.5(a) (Compliance Certificates), if the Total Leverage Ratio in respect of the Group.12 month period ending on the last day of the relevant Quarter Period is within the range of ratios set out in the “Total Leverage Ratio” column below: Greater than 2.50:1 0.75 % Greater than 2.25:1 but less than or equal to 2.50:1 0.5 % Greater than 2.00:1 but less than or equal to 2.25:1 0.25 % Less than or equal to 2.00:1 No change

Margin Adjustment. (a) Save as provided in this Clause 9.76.5 (Margin Adjustment), the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In If, based on the event that the consolidated financial statements for an Accounting Quarter of the Group Relevant Monthly Management Accounts last received by the Facility Agent pursuant to Clause 22.8(d)(ii19.4(b) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/Management Meetings) disclose ), the Net Total Leverage Ratio as at and for in respect of the four consecutive Accounting Quarters 12 month period ending on the last day of the relevant Accounting Quarter at a level which, in accordance with Period is within the table range of ratios set out in the “Total Leverage Ratio” column below, indicates a reduced Margin then the Margin shall be a reduced or increased to the percentage per annum determined set out opposite the relevant range set out in the column “Margin” below (as follows: appropriate). Greater than 4.50:1 2.25 2.25 Equal to or equal less than 4.50:1 but greater than 4.00:1 1.75 1.75 Equal to 4.5:1 2.25 % 2.75 % 2.625 % or less than 4.00:1 but greater than 3.50:1 1.75 1.75 Equal to or less than 3.50:1 but greater than 3.00:1 1.50 1.50 Equal to or less than 3.00:1 1.25 1.25 Greater than 4.50:1 2.50 2.50 Equal to or equal to 4:1 but less than 4.5:1 2.00 % 2.75 % 2.625 % Greater 4.50:1 but greater than 4.00:1 2.25 2.25 Equal to or equal to 3.5:1 but less than 4:1 1.75 % 2.25 % 2.25 % Greater than or equal to 2.5:1 but less than 3.5:1 1.50 % 2.25 % 2.25 % Less than 2.5:1 1.25 % 2.25 % 2.25 % 4.00:1 2.00 2.00 provided that: (iA) there shall be no reduction in the Margin prior to receipt by the Agent first anniversary of the quarterly consolidated financial statements of the Group for the first two complete Accounting Quarters falling after the Pxxxxxx Effective Completion Date; (iiB) any change in the Margin shall take effect during (but only during) the period from (and including) the date falling 5 Business Days after the date on which the Facility Agent has received the relevant financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii) (Financial Statements) Relevant Monthly Management Accounts and the certificate relating thereto in accordance with Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/Management Meetings) until (but excluding) the date (a “Readjustment Date”) being the earlier ofof 5 Business Days after: (A1) the latest of the date on which the Facility Agent next receives financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial Statements) Relevant Monthly Management Accounts and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i19.5(a) (Financial Covenant Compliance Certificates/ Management MeetingsCertificates); and (B2) the latest date by which the Facility Agent should have received the financial statements for an Accounting Quarter Relevant Monthly Management Accounts and certificate certificates relating thereto referred to in sub paragraph (A1) above; (iii) ; and, on each Readjustment Date, the Margin shall revert to its original level at the Pxxxxxx Effective Datedate of this Agreement, unless a lower Margin than the original level of Margin shall be applicable in accordance with this Clause 9.7 6.5 (Margin Adjustment); and; (ivC) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and which is continuing and the Margin shall immediately revert to its original level at the Pxxxxxx Effective Date date of this Agreement until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 6.5 (Margin Adjustment) on the basis of the most recently delivered consolidated financial statements for an Accounting Quarter of Relevant Monthly Management Accounts; and (D) there shall be no decrease in the GroupMargin if the Relevant Monthly Management Accounts have not been delivered in accordance with Clause 19.4(b) (Financial Statements).

Margin Adjustment. (a) Save as provided in this Clause 9.7, 6.6 (Margin Adjustment) the Margin in relation to each Advance shall be the rate applicable to that Advance as specified in the definition of Margin contained in Clause 1.1 (Definitions). (b) In the event that the quarterly consolidated financial statements for an Accounting Quarter of the Group last received by the Facility Agent pursuant to Clause 22.8(d)(ii16.6(d) (Financial Statements) together with the certificate relating thereto delivered pursuant to Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) disclose the Net a Leverage Ratio calculated in accordance with Clause 16.7 (Financial Covenants) as at and for the four consecutive Accounting Quarters 12 month period ending on the last day of the relevant Accounting Quarter at a level which, which in accordance with the table set out below, below indicates a reduced Margin then the Margin shall be a percentage per annum determined as follows: Greater than or equal to 4.5:1 2.25 % 2.75 % 2.625 % Greater 5.25:1 2.375 2.375 Less than 5.25:1 but greater than or equal to 4:1 4.50:1 2.10 2.10 Less than 4.50:1 but less than 4.5:1 2.00 % 2.75 % 2.625 % Greater greater than or equal to 3.5:1 3.50:1 1.85 1.85 Less than 3.50:1 but less than 4:1 1.75 % 2.25 % 2.25 % Greater greater than or equal to 2.5:1 but less than 3.5:1 1.50 % 2.25 % 2.25 % 2.75:1 1.60 1.60 Less than 2.5:1 1.25 % 2.25 % 2.25 % 2.75:1 1.20 1.20 provided that: (iA) there shall be no reduction in the Margin prior to receipt by the Facility Agent of the quarterly consolidated financial statements of the Group for the first two complete three Accounting Quarters falling after following the Pxxxxxx Effective Yell Completion Date; (iiB) any change in the Margin shall take effect during (but only during) the period from (and including) the date on which the Facility Agent has received the relevant quarterly consolidated financial statements for an Accounting Quarter of the Group in accordance with Clause 22.8(d)(ii16.6(d) (Financial Statements) and the certificate relating thereto in accordance with Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/Management Meetings) until (but excluding) the date (a “Readjustment Date”) being the earlier of: (A1) the latest of the date on which the Facility Agent next receives quarterly consolidated financial statements for an Accounting Quarter pursuant to Clause 22.8(d)(ii) (Financial 16.6(d)(Financial Statements) and the date on which the Agent receives the certificate relating thereto pursuant to Clause 22.8(e)(i16.6(e)(i) (Financial Covenant Compliance Certificates/ Management MeetingsCertificates); and; (B2) the latest date by which the Facility Agent should have received the quarterly consolidated financial statements for an Accounting Quarter and certificate relating thereto referred to in sub paragraph (AI) above; (iii) ; and, on each Readjustment Date, the Margin shall revert to its original level at the Pxxxxxx Effective Datedate of this Agreement, unless a lower Margin than the original level of Margin shall be applicable in accordance with this Clause 9.7 6.6 (Margin Adjustment); and (ivC) there shall be no decrease in the Margin if an Event of Default or Potential Event of Default has occurred and which is continuing and the Margin shall immediately revert to its original level at the Pxxxxxx Effective Date date of this Agreement until such time as any Event of Default or Potential Event of Default is no longer continuing, whereupon the Margin shall be determined in accordance with this Clause 9.7 6.6 (Margin Adjustment) on the basis of the most recently delivered quarterly consolidated financial statements for an Accounting Quarter of the Group.