Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...

Exhibit 10.31

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

GBP 150,000,000 senior term facilities agreement

Dated 19 January 2024

CorpAcq Limited

(the Borrower)

UBS AG London Branch

(as Mandated Lead Arranger)

Oxane Partners Limited

(acting as Agent)

Oxane Partners Limited

(acting as Security Agent)

Subject to the Intercreditor Agreement

Dentons UK and Middle East LLP

One Fleet Place

London EC4M 7WS

United Kingdom

Contents

Section 1 – Interpretation		1

1	Definitions and interpretation	1

Section 2 – The Facilities		60

2	The Facilities	60

3	Purpose	63

4	Conditions of utilisation	65

Section 3 – Utilisations		68

5	Utilisation	68

6	Establishment of Incremental Facilities	71

Section 4 – Repayment, prepayment and cancellation		78

7	Repayment	78

8	Voluntary prepayment and cancellation	79

9	Mandatory prepayment and cancellation	80

10	Restrictions	84

11	[Intentionally left blank]	85

Section 5 – Costs of utilisation		86

12	Interest	86

13	Interest Periods	88

14	Changes to the calculation of interest	89

15	Fees	90

Section 6 – Additional payment obligations		93

16	Tax gross-up and indemnities	93

17	Increased Costs	101

18	Other indemnities	103

19	Mitigation by the Lenders	106

20	Costs and expenses	106

Section 7 – Guarantee		108

21	Guarantee and indemnity	108

Section 8 – Representations, warranties, undertakings and Events of Default		112

22	Representations and warranties	112

23	Information undertakings	124

Contents (i)

24	Financial covenants	133

25	General undertakings	143

26	Events of Default	161

Section 9 – Changes to Parties		171

27	Changes to the Lenders	171

28	Restriction on Debt Purchase Transactions	176

29	Changes to the Obligors	178

Section 10 – The Finance Parties		181

30	Role of the Agent and the Arranger	181

31	Conduct of business by the Finance Parties	193

32	Sharing among the Finance Parties	193

Section 11 – Administration		196

33	Payment mechanics	196

34	Set-off	200

35	Notices	201

36	Calculations and certificates	204

37	Partial invalidity	204

38	Remedies and waivers	205

39	Amendments and waivers	205

40	Confidential Information	213

41	Confidentiality of Funding Rates	217

42	Disclosure of Lender details by Agent	218

43	Counterparts	220

44	Bail-In	220

Section 12 – Governing law and enforcement		222

45	Governing law	222

46	Enforcement	222

Schedule 1 – The Original Parties		223

Schedule 2 – Conditions precedent		225

Schedule 3 – Requests and Notices		233

Schedule 4 – Form of Transfer Certificate		235

Schedule 5 – Form of Assignment Agreement		238

Contents (ii)

Schedule 6 – Form of Accession Deed	242

Schedule 7 – Form of Resignation Letter	245

Schedule 8 – Form of Compliance Certificate	246

Schedule 9 – Timetables	249

Schedule 10 – Material Contracts	250

Schedule 11 – Form of Increase Confirmation	251

Schedule 12 – Forms of Notifiable Debt Purchase Transaction Notice	254

Schedule 13 – Form of Incremental Facility Notice	256

Schedule 14 – Reference Rate Terms	260

Schedule 15 – Daily Non-Cumulative Compounded RFR Rate	263

Schedule 16 – Cumulative Compounded RFR Rate	265

Contents (iii)

Facilities agreement

Dated 19 January 2024

Between

(1)	CorpAcq Limited, a company incorporated in England and Wales with registered number 05896676 (the Borrower);

(2)	CorpAcq Holdings Limited, a company incorporated in England and Wales with registered number 13690959 (the Parent);

(3)	The Subsidiaries of the Borrower listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (together with the Parent, the Original Guarantors);

(4)	UBS AG London Branch as mandated lead arranger (the Arranger);

(5)	The financial institutions listed in Part 2 of Schedule 1 (The Original Parties) as lenders (the Original Lenders);

(6)	Oxane Partners Limited as agent of the other Finance Parties (the Agent); and

(7)	Oxane Partners Limited as security trustee for the Secured Parties (the Security Agent).

It is agreed:

Section 1 – Interpretation

1	Definitions and interpretation

1.1

Definitions

In this Agreement:

Acceleration Event means:

(a)

the taking by the Agent of any action in accordance with paragraph (a) of Clause 26.19 (Acceleration) (other than declaring that the Loans are payable on demand pursuant to sub-paragraph (a)(i)(C) of that Clause); and/or

(b)

the taking by the Security Agent of any action in accordance with clause 9 (Enforcement of Transaction Security) of the Intercreditor Agreement.

Acceptable Bank means:

(a)

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

(b)

any other bank or financial institution approved by the Agent.

Acceptable Jurisdiction means any of:

(a)

England and Wales, Scotland, Northern Ireland or Ireland; and

(b)

any other jurisdiction approved in writing by the Agent (provided that if approval is given in the context of a specific entity or transaction, such jurisdiction will be an Acceptable Jurisdiction only for the purposes of that entity or transaction).

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

Account Bank means, subject to clause 11.4 (Account Bank) of the Intercreditor Agreement, National Westminster Bank Plc.

Accountants' Report means the financial due diligence report dated 30 June 2023 prepared by Xxxxx & Young LLP.

Accounting Principles means:

(a)

in respect of the Group, generally accepted accounting principles in the Original Jurisdiction of the Borrower;

(b)

in respect of an Obligor, generally accepted accounting principles in its Original Jurisdiction;

(c)

in respect of any other Group Company, generally accepted accounting principles in its jurisdiction of incorporation; and

(d)

in respect of the De-SPAC Mergeco, IFRS.

Accounting Reference Date means 31 December.

Act means the Companies Act 2006.

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

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 29 (Changes to the Obligors).

Adjusted Group EBITDA has the meaning given to that term in Clause 24.1 (Financial definitions).

Adverse Share Rights means any preference shares issued, and any warrants, options or similar rights granted, to any person other than a Group Company by, or in relation to the shares in:

(a)

a Group Company; or

(b)

a member of a PC Acquisition Target Group, where the same will be outstanding following the relevant Completion Date.

Adverse Terms means:

(a)

in relation to any shares in a Group Company or member of a PC Acquisition Target Group, any terms that would restrict the creation or enforcement of the Transaction Security (whether over that Group Company or member of a PC Acquisition Target Group, or over its Holding Company) or require (including at the option of a Minority Shareholder) any Group Company to sell any such shares to or at the direction of a Minority Shareholder in the event of enforcement of the Transaction Security; or

(b)

in relation to any Financial Indebtedness of a Portfolio Company, any change of control or other terms that would oblige that Portfolio Company to prepay or redeem early, or trigger a right of the relevant creditor(s) to require early repayment or redemption, as a result of the creation or in the event of enforcement of the Transaction Security (whether over that Portfolio Company or its Holding Company).

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.

Alcentra Facility means the facilities made available to the Borrower pursuant to the Alcentra Facility Agreement.

Alcentra Deeds of Release means each deed of release in the agreed form to be executed in connection with and as contemplated by the Alcentra Pay-off Letter.

Alcentra Facility Agreement means the facilities agreement originally dated 23 August 2013 (as subsequently amended and/or restated, including pursuant to an amendment and restatement agreement dated 23 December 2021) between, among others, (1) CorpAcq Holdings Limited as parent, (2) CorpAcq Limited as borrower, (3) Aether Financial Services Limited as agent and security agent, and (4) Alcentra Limited as security agent.

Alcentra Pay-off Letter means the letter in agreed form relating to the Alcentra Facility executed or to be executed on or about the date of this Agreement by (1) Alcentra Limited, (2) Aether Financial Services Limited, (3) CorpAcq Limited and (4) the Agent.

Alcentra Security means all guarantees, Security and Quasi-Security granted by or over the Parent and Group Companies to secure the Alcentra Facility.

Annual Financial Statements has the meaning given to that term in Clause 23 (Information undertakings).

Anti-Boycott Law means:

(a)

European Union Regulation 2271/96/EC (as amended), including as in effect in the United Kingdom as retained EU law within the meaning of the European Union (Withdrawal) Act 2018;

(b)

Aussenwirtschaftsverordnung (the German Foreign Trade and Payments Act); or

(c)

any applicable similar blocking or anti-boycott law.

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, provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Assignment Agreement) it shall not be a Creditor Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

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

Availability Period means:

(a)

in respect of Facility A, the period from and including the date of this Agreement to and including the date falling 10 Business Days from the date of this Agreement;

(b)

in respect of any Utilisation of Facility B:

(i)

to be made on the Closing Date, the period from and including the date of this Agreement to and including the date falling 10 Business Days from the date of this Agreement; and

(ii)

to be made using the Facility B Re-Drawable Amount, the period from and including the date the Facility B De-SPAC Prepayment is made to and including the date falling 24 months from the Closing Date (or, if earlier, the date falling 18 months from De-SPAC Completion);

(c)

in respect of Facility C, the period from and including the date of this Agreement to and including the date falling 24 months from the Closing Date (as that date may be extended pursuant to Clause 5.6 (Extension of Availability Period for Facility C)); and

(d)

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

Available Commitment means, in relation to a Facility (and subject, in the case of Facility C, to Clause 5.6 (Extension of Availability Period for Facility C)), a Lender's Commitment under that Facility minus:

(a)

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

(b)

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

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 Case Model means the financial model including profit and loss, balance sheet and cashflow projections in agreed form dated 10 October 2023 relating to the Group together with the written business plan in agreed form, each prepared by the Borrower.

Borrower Intra-Group Loan means any loan made or to be made by the Borrower to another Group Company (or otherwise owing to the Borrower by any other Group Company).

Borrower's Auditors means PricewaterhouseCoopers LLP or any other firm appointed by the Borrower to act as its statutory auditors.

Borrowings has the meaning given to that term in Clause 24.1 (Financial definitions).

Budget means:

(a)

in relation to the period beginning on or about the date of this Agreement and ending on 31 December 2024, the Base Case Model; and

(b)

in relation to any other period, any budget delivered by the Borrower to the Agent in respect of that period pursuant to Clause 23.6 (Budget).

Business Acquisition has the meaning given to that term in Clause 24.1 (Financial definitions).

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York, and in relation to:

(a)

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

(b)

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

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

Capital Expenditure has the meaning given to that term in Clause 24.1 (Financial definitions).

Cash means, at any time, cash denominated in sterling (or in any other currency that is freely convertible into sterling) in hand or at bank and (in the latter case) credited to an account in the name of a Group Company with an Acceptable Bank and to which that Group Company is alone (or, if Cash is being calculated on a consolidated basis, together with other Group Companies) beneficially entitled and for so long as:

(a)

that cash is repayable on demand;

(b)

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group Company or of any other person whatsoever or on the satisfaction of any other condition;

(c)

there is no Security over that cash except for Transaction Security constituted by a netting or set-off arrangement entered into by the relevant Group Company (or, if Cash is being calculated on a consolidated basis, relevant Group Companies) in the ordinary course of its (or their) banking arrangements; and

(d)

the cash is freely and immediately available to be applied (or to be promptly distributed to the Borrower for immediate application) in repayment or prepayment of the Facilities.

Cash Equivalent Investments means at any time:

(a)

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

(b)

any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

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

(iii)

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

(iv)

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

(d)

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

(e)

any investment in money market funds which:

(i)

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

(ii)

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

to the extent that investment can be turned into cash on not more than 30 days' notice; or

(f)

any other debt security approved by the Majority Lenders,

in each case, denominated in sterling (or in any other currency that is freely convertible into sterling) and to which any Group Company is alone (or together with other Group Companies) beneficially entitled at that time and which is not issued or guaranteed by any Group Company or subject to any Security (other than Security arising under the Transaction Security Documents).

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

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

Change of Control means:

(a)

the Parent ceases directly:

(i)

to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, 100% of the maximum number of votes that might be cast at a general meeting of the Borrower;

(B)

appoint or remove all of the directors or other equivalent officers of the Borrower; or

(C)

give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply; or

(ii)

to hold both legally and beneficially 100% of the issued share capital of the Borrower; or

(b)

prior to the De-SPAC Mergeco becoming a CorpAcq Holdco, the Founder (either in his individual capacity or via any investment vehicle(s)) together with the employees and senior management of the Group (together with their Affiliates, immediate family members, affiliated trusts, other estate planning transferees and entities owned or otherwise controlled by such persons) collectively cease, directly or indirectly:

(i)

to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, at least 50% of the maximum number of votes that might be cast at a general meeting of the Parent;

(B)

appoint or remove all, or a simple majority, of the directors or other equivalent officers of the Parent; or

(C)

give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; or

(ii)

to hold both legally and beneficially at least 50% of the issued share capital of the Parent (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(c)

on or following the De-SPAC Mergeco becoming a CorpAcq Holdco, any person or group of persons acting in concert gains direct or indirect control of the De-SPAC Mergeco, provided that this will not apply to the Founder (either in his individual capacity or via any investment vehicle(s)) together with the employees and senior management of the Group (together with their Affiliates, immediate family members, affiliated trusts, other estate planning transferees and entities owned or otherwise controlled by such persons) and the trustees of any employee beneficiary trust of the Group acting in concert or otherwise increasing their control of the De-SPAC Mergeco after the De-SPAC Mergeco becomes a CorpAcq Holdco. For the purposes of this paragraph (c):

control of the De-SPAC Mergeco means:

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, 30% or more of the maximum number of votes that might be cast at a general meeting of the De-SPAC Mergeco; or

(B)

appoint or remove all or the majority of the directors or other equivalent officers of the De-SPAC Mergeco; or

(ii)

the holding beneficially of 30% or more of the issued share capital of the De-SPAC Mergeco (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

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 directly or indirectly of shares in the De-SPAC Mergeco by any of them, either directly or indirectly, to obtain or consolidate control of the De-SPAC Mergeco; or

(d)

on or following the De-SPAC Mergeco becoming a CorpAcq Holdco, the De-SPAC Mergeco ceases directly or indirectly:

(i)

to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 75% of the maximum number of votes that might be cast at a general meeting of the Parent;

(B)

appoint or remove all of the directors or other equivalent officers of the Parent; or

(C)

give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; or

(ii)

to hold both legally (subject to completion of the stamping in the UK with regards to the title to the Parent’s shares) and beneficially more than 75% of the issued share capital of the Parent.

For the avoidance of doubt, none of the transactions contemplated by the De-SPAC Steps Plan shall give rise to a Change of Control, provided that at De-SPAC Completion the De-SPAC Mergeco has become the Holding Company of the Parent as contemplated by the definition of “De-SPAC".

Charged Group Company means any Group Company the shares in which (whether in full or part) are Charged Shares.

Charged Property means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

Charged Shares means any shares in a Group Company that are Charged Property.

Clean-Up Default means, in relation to an acquisition of a PC Acquisition Target, an Event of Default to the extent it relates to that PC Acquisition Target or (if applicable) another member of its PC Acquisition Target Group.

Clean-Up End Date means, in relation to an acquisition of a PC Acquisition Target, the date falling 60 days after the Completion Date for that acquisition (or such later date as may be agreed by the Majority Lenders.

Clean-Up Period means, in relation to an acquisition of a PC Acquisition Target, the period beginning on the Completion Date for that acquisition and ending on the Clean-Up End Date.

Clean-Up Representation means, in relation to an acquisition of a PC Acquisition Target, any of the representations and warranties under Clause 22 (Representations and warranties) (other than under any Compliance Provision) to the extent they relate to that PC Acquisition Target or (if applicable) another member of its PC Acquisition Target Group.

Clean-Up Undertaking means, in relation to an acquisition of a PC Acquisition Target, any of the undertakings specified in Clause 25 (General Undertakings) (other than in any Compliance Provision) to the extent they relate to that PC Acquisition Target or (if applicable) another member of its PC Acquisition Target Group.

Closing Date means the date on which the first Facility A Loan is made or is to be made.

Completion Date means, in relation to a PC Acquisition, the date on which the acquisition completes and the acquiring Group Company receives title to the shares or other ownership interests in, or to the business or undertaking comprising, the relevant PC Acquisition Target (as applicable).

Code means the US Internal Revenue Code of 1986.

Commercial Report means the commercial due diligence report entitled "Project Polaris Commercial Due Diligence – draft final report " dated 16 June 2023 prepared by LEK Consulting Limited.

Commitment means a Facility A Commitment, Facility B Commitment, Facility C Commitment or Incremental Facility Commitment.

Competitor means any person (including a person acting as agent for such person, but excluding any bank or financial institution or, in each case, its Affiliates) whose primary business in the ordinary course of trading is the same as or substantially similar to any material business of the Borrower or the Group, and whose business is directly in competition with that of the Borrower or the Group.

Compliance Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate), provided that the Borrower may amend that form to the extent necessary to address it to the Note Agent in addition to the Agent, or to the Security Agent as required under the Intercreditor Agreement.

Compliance Provisions means:

(a)

Clause 22.18 (Anti-corruption law and anti-money laundering);

(b)

Clause 22.29 (Sanctions);

(c)

Clause 25.5 (Anti-corruption law);

(d)

Clause 25.9 (Acquisitions) insofar as it prohibits the acquisition of all or part of a legal entity, or a business or undertaking where a Sanctions Prepayment Event would occur as a result of the acquisition; and

(e)

Clause 25.35 (Sanctions – use and repayment of Loans).

Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of a Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

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 Borrower, 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 Borrower and each Finance Party.

Confidential Information means all information relating to the Borrower, any Obligor, the Group, any PC Acquisition Target or PC Acquisition Target 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)

the Parent, any Group Company or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Parent, any Group Company 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 40 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by the Parent, any Group Company 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 paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the 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 form recommended by the LMA or in any other form agreed between the Borrower and the Agent.

Constitutional Documents means, in relation to an Obligor or other Group Company, its certificate of incorporation (and any certificate of incorporation on change of name), its memorandum of association and its articles of association.

CorpAcq Finance means the Original Guarantor defined as such in Part 1 of Schedule 1 (The Original Parties).

CorpAcq Holdco means any of:

(a)

the Parent; and

(b)

on and following the De-SPAC Mergeco becoming the Holding Company of the Parent as contemplated by the definition of “De-SPAC”, the De-SPAC Mergeco and any intermediary Holding Company of the Parent.

CTA means the Corporation Tax Act 2009.

Cumulative Compounded RFR Rate means, in relation to an Interest Period for a 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 16 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

Cure Deposit has the meaning given to that term in paragraph (b) of Clause 24.5 (LTV Covenant cure).

Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for a 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 16(Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

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

Day Count Fraction means, in relation to any period and an amount in sterling, the actual number of days elapsed during that period, divided by 365.

De-SPAC means:

(a)

the transfer of the Parent to the De-SPAC Mergeco;

(b)

the shareholders in the De-SPAC Holdco ceasing to hold those shares and being issued shares in the capital of the De-SPAC Mergeco and/or the De-SPAC BermudaCo (as applicable);

(c)

the De-SPAC Mergeco, via its wholly owned subsidiary the De-SPAC BermudaCo, becoming the indirect Holding Company of each of the De-SPAC Holdco and the Parent; and

(d)

the consummation of such other ancillary transactions relating thereto as are set out in the De-SPAC Documents.

De-SPAC BermudaCo means Polaris Bermuda Limited, an exempted company limited by shares incorporated in Bermuda having its registered office at Walkers Corporate (Bermuda) Limited, Xxxx Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx, XX 00 Xxxxxxx, and with registered number 202302683.

De-SPAC Completion means the date on which the De-SPAC is completed pursuant to the De-SPAC Documents.

De-SPAC Documents means the Agreement and Plan of Merger dated 1 August 2023 (as amended and restated from time to time) between, among others, (1) the Parent, (2) the De-SPAC Holdco, (3) the De-SPAC Mergeco, (4) the De-SPAC BermudaCo and (5) certain existing shareholders of the Parent (including by way of joinder), together with the documents referred to therein required to give effect to the De-SPAC.

De-SPAC Holdco means Xxxxxxxxx Capital Corp VII, a corporation incorporated under the laws of Delaware, having its registered office at c/o Cogency Global Inc., 000 Xxx Xxxxxx Xxxx, Xxxxx 000, Xxxxx, Xxxx Xxxxxx, Xxxxxxxx 00000.

De-SPAC Mergeco means CorpAcq Group PLC, a company incorporated in England and Wales with registered number 15030617.

De-SPAC Proceeds means the cash proceeds payable by the De-SPAC Holdco under the terms of the De-SPAC Documents, including such amounts as are required to facilitate payment of:

(a)

the cash consideration payable by the De-SPAC Mergeco to the sellers of the Parent;

(b)

transaction expenses arising in respect of the De-SPAC;

(c)

the total amount required to fully redeem the Preference Shares from the Preference Shareholders; and

(d)

an additional balance sheet amount.

De-SPAC Steps Plan means the paper entitled “De-SPAC – Transaction Structure Overview” summarising the De-SPAC transaction process and prepared by Xxxx Xxxxx as legal advisors to the Parent in respect of the De-SPAC, delivered to the Agent pursuant to Part 1 of Schedule 2 (Conditions precedent).

Debenture means a debenture in agreed form executed or to be executed by, among others, the Borrower and CorpAcq Finance in favour of the Security Agent on or about the date of this Agreement.

Debt Purchase Transaction means, in relation to a person, a transaction where such person:

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

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

any Commitment or amount outstanding under this Agreement.

Deed of Release means:

(a)

any Alcentra Deed of Release;

(b)

the Opus Deed of Release; or

(c)

the Prefequity Deed of Release.

Default means an Event of Default or any event or circumstance specified in Clause 26 (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 (other than a Lender which is a Parent Affiliate):

(a)

which has failed to make its participation in a Loan available (or has notified the Agent or the Borrower (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.

Deferred Consideration means:

(a)

any amounts due and payable (other than on the Completion Date) in relation to any PC Acquisition;

(b)

any earn–out related consideration (being any liability in respect of deferred consideration contingent upon the performance of the relevant company or business which has been acquired) incurred by a Group Company in relation to any PC Acquisition; and

(c)

any capitalised interest on any amount referred to in paragraph (a) or (b) above.

Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

Disregarded Operating Company has the meaning given to that term in Clause 26.20 (Portfolio-wide Materiality).

Disregarded Portfolio Company has the meaning given to that term in Clause 26.20 (Portfolio-wide Materiality).

Disregarded PC Group Member has the meaning given to that term in Clause 26.20 (Portfolio-wide Materiality).

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

(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.

Distressed Fund means a fund, a material part of whose investment strategy includes purchasing debt for the primary purpose of actively managing that debt holding to obtain ownership of equity in the relevant borrower(s) and/or to exploit holdout or blocking positions, provided that any Affiliate or Related Fund that is managed or controlled independently and/or is subject to an information barrier from such fund shall not be a Distressed Fund.

Distribution means any transaction described in paragraph (a) of Clause 25.20 (Distributions).

Distributions Account means the account:

(a)

denominated in sterling;

(b)

held in England or Wales by the Borrower with the Account Bank;

(c)

identified as the Distributions Account in Part 1 of Schedule 2 (Conditions precedent) or a letter between the Borrower and the Security Agent;

(d)

subject to the Transaction Security in favour of the Security Agent pursuant to the Debenture and otherwise in form and substance satisfactory to the Security Agent; and

(e)

from which no withdrawals may be made by the Borrower except as contemplated by the Intercreditor Agreement,

(as the same may be redesignated, substituted or replaced from time to time).

Dormant Subsidiary means a Group Company which does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate have a value of £150,000 or more (or its equivalent in other currencies).

EBITDA has the meaning given to that term in Clause 24.1 (Financial definitions).

EBT means an employee benefit trust established by the Parent in connection with the De-SPAC.

EBT Beneficiaries means the employees of the Parent that are beneficiaries of the EBT.

EBT Trustee means the trustee of the EBT.

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

Eligible Operating Company has the meaning given to that term in Clause 24.1 (Financial definitions).

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

(a)

air (including air within natural or man-made structures, whether above or below ground);

(b)

water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)

land (including land under water).

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

Environmental Law means any applicable law or regulation which relates to:

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including any waste.

Environmental Permit means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any Group Company conducted on or from the properties owned or used by any Group Company.

Equity Contribution means the Borrower providing funds to another Group Company by:

(a)

making a Borrower Intra-Group Loan to that other Group Company (whether directly or through another Group Company that is a member of its PC Group); and/or

(b)

making an equity investment in that other Group Company (whether directly, or through another Group Company, which itself makes an equity investment in that first Group Company), provided that any such equity investment, to the extent it involves an issuance of shares, is permitted under Clause 25.23 (Share capital).

Establishment Date means, in relation to the Incremental Facility, the later of:

(a)

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

(b)

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

Event of Default means any event or circumstance specified as such in Clause 26 (Events of Default).

Excluded Default has the meaning given to that term in Clause 26.20 (Portfolio-wide Materiality).

Exempt Lender means any Lender that:

(a)

is or was previously an Original Lender or an Affiliate or Related Fund of an Original Lender; or

(b)

takes an assignment or transfer of a Commitment or Utilisation from any such Lender where an Event of Default is continuing.

Extension Request means a notice substantially in the form set out in Part 2 of Schedule 3 (Requests and Notices) given in accordance with Clause 7.2 (Extension of Termination Date).

Facility means Facility A, Facility B, Facility C or any Incremental Facility.

Facility A means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

Facility A Commitment means:

(a)

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

(b)

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

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

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

Facility B means the term loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

Facility B Commitment means:

(a)

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

(b)

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

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

Facility B De-SPAC Prepayment means a voluntary prepayment of Facility B pursuant to Clause 8.2 (Voluntary prepayment) using only the De-SPAC Proceeds, provided that:

(a)

the prepayment occurs within 6 months of the Closing Date;

(b)

the Borrower has, in or together with its prepayment notice delivered under paragraph (a) of that Clause, notified the Agent in writing that such prepayment is a Facility B De-SPAC Prepayment; and

(c)

the Borrower has not notified the Agent that any other prepayment is a Facility B De-SPAC Prepayment.

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

Facility B Re-Drawable Amount has the meaning given to that term in Clause 10.3 (No re-borrowing).

Facility C means the term loan facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

Facility C Commitment means:

(a)

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

(b)

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

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

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

Facility Office means:

(a)

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

(b)

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

FATCA means:

(a)

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

(b)

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

(c)

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

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 between the Arranger and the Borrower (or the Agent and the Borrower or the Security Agent and the Borrower) setting out any of the fees referred to in Clause 15 (Fees);

(b)

any agreement setting out fees payable to a Finance Party referred to in paragraph (g) of Clause 2.3 (Increase) or sub-paragraph (g)(iv) of Clause 7.2 (Extension of Termination Date) or under any other Finance Document; and

(c)

any agreement setting out fees payable in respect of the Incremental Facility referred to in Clause 6.10 (Incremental Facility fees).

Finance Document means any of:

(a)

this Agreement;

(b)

any Accession Deed;

(c)

any Compliance Certificate;

(d)

any Extension Request;

(e)

any Fee Letter;

(f)

any Incremental Facility Notice

(g)

the Intercreditor Agreement;

(h)

any Minority Shareholder Waiver Letter;

(i)

any Resignation Letter;

(j)

the SSO Subordination Agreement;

(k)

any Transaction Security Document;

(l)

any Utilisation Request;

(m)

any Reference Rate Supplement;

(n)

any Compounding Methodology Supplement; and

(o)

any other document designated as a Finance Document by the Agent and the Borrower.

Finance Lease has the meaning given to that term in Clause 24.1 (Financial definitions).

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

Financial Covenants means the undertakings of the Borrower set out in Clause 24.2 (Financial condition).

Financial Half-Year means the period commencing on or about 1 January and ending on 30 June.

Financial Indebtedness means any indebtedness for or in respect of:

(a)

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

(b)

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

(c)

any note purchase facility or the issue of bonds (other than Trade Instruments), notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of Finance Leases;

(e)

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

(f)

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

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of any underlying liability, provided that either:

(i)

such liability would fall within one of the other paragraphs of this definition; or

(ii)

the obligation of the relevant bank or financial institution to pay under that instrument has fallen due;

(h)

any liability in respect of preference shares, and any other amount raised by the issue of shares which are redeemable (other than at the option of the issuer) or are otherwise classified as borrowings under the Accounting Principles;

(i)

any amount of any liability under an advance or deferred purchase agreement if:

(i)

one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or

(ii)

the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply (and including for the avoidance of doubt the SSO Invoice Liabilities);

(j)

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles, and including for the avoidance of doubt any amount that is unconditionally payable by the Borrower or another Group Company as part of the consideration for a PC Acquisition, including:

(i)

as Deferred Consideration, provided that the liability to pay those amounts has crystallised; or

(ii)

by the exercise of Adverse Share Rights, provided that the same have been exercised; and

(k)

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

Financial Quarter has the meaning given to that term in Clause 24.1 (Financial definitions).

Financial Year has the meaning given to that term in Clause 24.1 (Financial definitions).

Financing Amounts means, on any day, the aggregate of:

(a)

all accrued and unpaid interest on the Loans; and

(b)

all accrued but unpaid amounts of commitment fees under Clause 15.1 (Commitment fee).

Founder means Xxxxx Xxxxxxxxx Xxxxxx.

Funded PC Acquisition means any PC Acquisition where the consideration for that PC Acquisition is funded, in whole or part, using the proceeds of a Loan.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (a)(ii) of Clause 14.3 (Cost of funds).

Funds Flow Statement means, in relation to the Utilisations to be made on the Closing Date, a funds flow statement in agreed form.

Group means the Borrower and each of its Subsidiaries for the time being.

Group Company means any member of the Group.

Group Interest Cover has the meaning given to that term in Clause 24.1 (Financial definitions).

Group Interest Cover Covenant has the meaning given to that term in Clause 24.1 (Financial definitions).

Group Leverage has the meaning given to that term in Clause 24.1 (Financial definitions).

Group Operating Cashflow has the meaning given to that term in Clause 24.1 (Financial definitions).

Group Structure Chart means the Initial Group Structure Chart, as the same may from time to time be updated and delivered to the Agent in accordance with this Agreement.

Guarantor means an Original Guarantor or an Additional Guarantor, in each case unless it has ceased to be a Guarantor in accordance with Clause 29 (Changes to the Obligors).

Historic RFR means, in relation to an RFR Banking Day, the most recent RFR for a day which is no more than 5 RFR Banking Days before that RFR Banking Day.

HMRC means His Majesty's Revenue & Customs of the United Kingdom.

HMT means His Majesty's Treasury of the United Kingdom.

Holding Account means an account:

(a)

denominated in sterling;

(b)

held in England or Wales by the Borrower with the Account Bank;

(c)

identified as the Holding Account in Part 1 of Schedule 2 (Conditions precedent) or a letter between the Borrower and the Security Agent;

(d)

subject to the Transaction Security in favour of the Security Agent pursuant to the Debenture and otherwise in form and substance satisfactory to the Security Agent; and

(e)

from which no withdrawals may be made by the Borrower except as contemplated by the Intercreditor Agreement,

(as the same may be redesignated, substituted or replaced from time to time).

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

IFRS means UK adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006 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, provided that such payment has been received by the Agent in accordance with the Finance Documents or, where such payment is not received by the Agent but held by a third party to the order of the Agent, only to the extent that the Agent has control over such sums and has failed to issue the relevant payment instructions;

(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; or

(iii)

the Agent's failure to pay is caused by a failure of any other Party to make a payment to the Agent or caused by a breach of any obligation of any other Party under the Finance Documents.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation).

Increase Lender has the meaning given to that term in Clause 2.3 (Increase).

Incremental Facility means the term loan facility that may be established and made available under this Agreement as described in Clause 6 (Establishment of Incremental Facilities).

Incremental Facility Commitment means:

(a)

in relation to a Lender which is an Incremental Facility Lender, the amount set opposite its name under the heading "Incremental Facility Commitment" in the Incremental Facility Notice and the amount of any other Incremental Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b)

in relation to the Incremental Facility and any other Lender, the amount of any Incremental Facility Commitment relating to that Incremental Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

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

Incremental Facility Conditions Precedent means, in relation to the Incremental Facility:

(a)

any document and other evidence specified as such in the Incremental Facility Notice; and

(b)

any applicable Incremental Facility Supplemental Security.

Incremental Facility Lender means, in relation to the Incremental Facility, any entity which is listed as such in the Incremental Facility Notice and which is an Original Lender or an Affiliate or Related Fund of an Original Lender.

Incremental Facility Loan means, in relation to the Incremental Facility, a loan made or to be made under the Incremental Facility or the principal amount outstanding for the time being of that loan.

Incremental Facility Notice means a notice substantially in the form set out in Schedule 13 (Form of Incremental Facility Notice).

Incremental Facility Supplemental Security means, in relation to the Incremental Facility, such documents (if any) as are reasonably necessary to provide the Incremental Facility Lenders under the Incremental Facility with the benefit of Security, guarantees, indemnities and other assurance against loss equivalent to the Security, guarantees, indemnities and other assurance against loss provided to the Lenders under each other Facility pursuant to the Finance Documents (other than any lack of equivalence directly consequent to being provided later in time).

Incremental Facility Terms means, in relation to the Incremental Facility:

(a)

the currency;

(b)

the Total Incremental Facility Commitments;

(c)

the Margin;

(d)

the level of commitment fee payable pursuant to Clause 15.1 (Commitment fee) in respect of that Incremental Facility;

(e)

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

(f)

the Availability Period;

(g)

any Incremental Facility Conditions Precedent;

(h)

the repayment terms for the Incremental Facility for the purposes of Clause 7.1 (Repayment of Loans); and

(i)

the Termination Date,

each as specified in the Incremental Facility Notice relating to that Incremental Facility.

Information Package means the Initial Information Package or any PC Acquisition Information Package.

Initial Group Structure Chart means the group structure chart in the agreed form, delivered to the Agent pursuant to Part 1 of Schedule 2 (Conditions precedent).

Initial Information Package means:

(a)

the Base Case Model; and

(b)

the Initial Reports.

Initial Reports means the following reports provided to the Arranger prior to the date of this Agreement:

(a)

the Accountants' Report;

(b)

the Commercial Report; and

(c)

the De-SPAC Steps Plan.

Initial Utilisation Request means the Utilisation Request in the agreed form relating to the Utilisations to be made on the Closing Date.

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;

(e)

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;

(f)

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;

(g)

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

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i)

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;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)

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, trade marks, 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 Group Company (which may now or in the future subsist).

Intercreditor Agreement means the intercreditor agreement dated the same date as this Agreement and made between, among others, the Borrower, the Parent, the Debtors (as defined in the Intercreditor Agreement), the Security Agent, the Agent, Oxane Partners Limited as Note Agent, and the Lenders and the Note Holders (as senior creditors).

Interest Payment means the aggregate amount of interest that is, or is scheduled to become, payable under any Finance Document.

Interest Payment Date means each Quarter Date, starting with 31 March 2024.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 13 (Interest Periods and, in relation to an Unpaid Sum, each period determined in accordance with Clause 12.4 (Default interest).

Investor Loan means:

(a)

the SSO Loan;

(b)

the SSO Invoice Liabilities; or

(c)

an Unsubordinated Investor Loan.

Irish Share Pledge means a Republic of Ireland law share pledge in agreed form executed or to be executed by a Group Company in favour of the Security Agent.

ITA means the Income Tax Act 2007.

Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

Legal Reservations means:

(a)

the principle that equitable remedies may be granted or refused at the discretion of a court, and the limitations on enforcement imposed by laws relating to insolvency, reorganisation and other laws generally affecting the rights of 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 UK stamp duty may be void and defences of set-off or counterclaim;

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted by an assignment may be recharacterised as a charge;

(d)

the principle that any provision for the payment of compensation or additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e)

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

(f)

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

(g)

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

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 2.3 (Increase), Clause 6 (Establishment of Incremental Facilities) (so long as such Lender is an Affiliate or Related Fund of an Original Lender) or Clause 27 (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.

Liability Period means the period starting on the date of this Agreement and ending on the date on which:

(a)

all of the liabilities of the Obligors under each Finance Document are irrevocably discharged in full; and

(b)

no Finance Party has any commitment under or in relation to the Facilities.

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

Listed means the Notes being admitted to the official list of listed securities maintained by TISE.

LMA means the Loan Market Association.

Loan means a Facility A Loan, a Facility B Loan, a Facility C Loan or an Incremental Facility Loan.

Loan to Value has the meaning given to that term in Clause 24.1 (Financial definitions).

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

LTV Covenant has the meaning given to that term in Clause 24.1 (Financial definitions).

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66²/₃per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃per cent of the Total Commitments immediately prior to that reduction).

Make Whole Amount has the meaning given to that term in Clause 15.6 (Make Whole Amount).

Margin means, subject to Clause 12.3 (Margin ratchet), the percentage rate per annum specified as such in the Reference Rate Terms.

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

Material Adverse Effect means a material adverse effect on:

(a)

the business, operations, assets or financial condition of the Group taken as a whole;

(b)

the ability of an Obligor to perform its payment obligations under the Finance Documents (taking into account the financial resources available to the relevant Obligor within the Group) or its obligations under the Financial Covenants; or

(c)

subject to the Legal Reservations and completion of the Perfection Requirements, the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

Material Assets means:

(a)

any Charged Property which is purported to be subject to a mortgage, fixed charge or assignment under the Transaction Security Documents;

(b)

an Obligor’s or Group Company’s rights, title and interest in respect of its Transaction Accounts and under its Material Contracts; and

(c)

any shares in a Group Company.

Material Contract means:

(a)

the Parent Investment Agreement;

(b)

any Minority Shareholders’ Agreement;

(c)

any Shareholder Loan Agreement; or

(d)

any agreement or other document documenting or evidencing the SSO Loan, the SSO Invoice Liabilities or an Investor Loan.

Minority Group Company means a Group Company (other than the Borrower) that is not wholly-owned (directly or indirectly) by the Borrower.

Minority Shareholder Waiver Letter means a letter in agreed form executed or to be executed in favour of the Agent and the Security Agent in relation to a Minority Group Company that is or is to become a Charged Group Company by (1) any Group Company that holds shares in that Minority Group Company and (2) the relevant Minority Shareholders.

Minority Shareholders means, in relation to a Minority Group Company, its shareholders other than CorpAcq Finance or another Group Company.

Minority Shareholders' Agreement means, in relation to a Minority Group Company, any shareholders’ agreement between (1) any Group Company that holds shares in that Minority Group Company and (2) the Minority Shareholder(s) of that Minority Group Company.

Month means, in relation to an Interest Period (or any other period for the accrual of commission or fees), 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 Reference Rate Terms.

MorCor Aircraft means the aircraft operated by MorCor Limited and used non-exclusively by the Borrower for the transport of key personnel for business purposes.

MorCor Joint Venture means the Joint Venture between the Borrower and Xxxxxx Group Limited pursuant to a joint venture shareholders’ agreement dated 30 January 2018 for the acquisition, leasing, chartering and/or operating of the MorCor Aircraft, and comprising the Borrower’s 49% stake in MorCor Limited.

MorCor Loan means the Borrower’s loan to MorCor Limited to finance its purchase and operation of the MorCor Aircraft, with an outstanding balance as at the date of this Agreement not exceeding £350,000.

New Lender has the meaning given to that term in Clause 27 (Changes to the Lenders).

Northern Irish Share Pledge means a Northern Irish law share pledge in agreed form executed or to be executed by CorpAcq Finance in favour of the Security Agent.

Note Agent means the person appointed to act as agent on behalf of the Note Holders pursuant to the Note Subscription Agreement.

Note Documents means the “Finance Documents” as that term is defined in the Note Subscription Agreement.

Note Holder means a “Subscriber” as that term is defined in the Note Subscription Agreement.

Note Subscription Agreement means the GBP 150,000,000 note subscription agreement dated on or around the date of this Agreement made between, among others, CorpAcq Limited as issuer, Crestline Management L.P. as mandated lead arranger and Oxane Partners Limited as agent.

Notifiable Debt Purchase Transaction has the meaning given to that term in paragraph (b) of Clause 28.2 (Disenfranchisement of Parent Affiliates).

NSI Act means the National Security and Investment Act 2021.

Obligor means the Borrower or a Guarantor.

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

OFAC means the Department of the Treasury's Office of Foreign Assets Control of the United States of America.

Operating Company means any Portfolio Company that conducts trading operations and/or investments in Real Property.

Opus Bond Liabilities means the liabilities of Xxxxxx Bidco Limited in respect of the redemption of the Opus Bonds and the payment of the Opus Exit Fee, in each case, in a maximum aggregate amount not exceeding the maximum amount specified for the same in the Funds Flow Statement.

Opus Bonds means the bonds issued pursuant to the Opus Bonds Subscription Agreement.

Opus Bonds Subscription Agreement means the bond subscription agreement originally dated 8 June 2018 (as amended and restated on 18 September 2023) between, among others, (1) Xxxxxx Bidco Limited as issuer and (2) TH Opus S.à x.x. as original subscriber.

Opus Buyback means the purchase by CorpAcq Finance of the Opus Warrant Shares from TH Opus S.à x.x. either:

(a)

pursuant to the put and call options in the Opus Shareholders Agreement; or

(b)

by way of a Further Investment under paragraph (h) of the definition of “Permitted Acquisition”.

Opus Buyback Liabilities means the payment liabilities of CorpAcq Finance to TH Opus S.à x.x. pursuant to the Opus Buyback, in a maximum aggregate amount not exceeding the maximum amount specified for the same in the Funds Flow Statement.

Opus Deed of Release means the deed of release in the agreed form to be executed in connection with and as contemplated by the Opus Pay-off Letter.

Opus Exit Fee means the fee payable by Xxxxxx Bidco Limited to THCP Advisory Limited and Prefequity Private Capital I (Jersey) LP pursuant to the Opus Exit Fee Letter on redemption of the Opus Bonds in an aggregate amount not exceeding the maximum amount specified for the same in the Funds Flow Statement.

Opus Exit Fee Letter means the arrangement fee letter dated September 2003 between Xxxxxx Bidco Limited as issuer and TH Opus S.à x.x. as bondholder and relating to the Opus Bonds.

Opus Liabilities means the Opus Bond Liabilities and the Opus Buyback Liabilities.

Opus Pay-off Amount means, in respect of a date specified in the Opus Pay-off Letter for discharge of the Opus Liabilities, the aggregate amount specified in the Opus Pay-off Letter for effecting such discharge on that date.

Opus Pay-off Letter means the letter in agreed form relating to the Opus Liabilities executed or to be executed on or about the date of this Agreement by (1) TH Opus S.à x.x., (2) Xxxxxx Bidco Limited, (3) CorpAcq Finance and (4) the Agent.

Opus Security means all guarantees, Security and Quasi-Security granted by or over the Parent and Group Companies to secure the Opus Bond Liabilities.

Opus Shareholders Agreement means the Minority Shareholders Agreement relating to Xxxxxx Newco Limited originally dated 8 June 2018 (as amended and restated in 2023) between (1) TH Opus S.à x.x., (2) CorpAcq Finance Limited, (3) Xxxxxx Xxxx and Xxxxxxx Xxxx as managers, and (4) Xxxxxx Newco Limited.

Opus Warrant Instrument means the warrant issuance instrument dated 8 June 2018 executed by Xxxxxx Newco Limited as issuer providing for the issuance of warrants in relation to [***] of the total (post-exercise) issued share capital of Xxxxxx Newco Limited.

Opus Warrants means the warrants issued by Xxxxxx Newco Limited pursuant to the Opus Warrant Instrument.

Opus Warrant Shares means the shares in Xxxxxx Newco Limited to be issued by Xxxxxx Newco Limited on exercise of the Opus Warrants.

Original Financial Statements means:

(a)

in relation to the Borrower, its audited consolidated financial statements (including all additional information and notes to the accounts), together with the relevant directors' report and auditors' report, for its Financial Year ended 31 December 2022;

(b)

in relation to each Original Guarantor (other than the Parent), its audited unconsolidated financial statements (including all additional information and notes to the accounts), together with the relevant directors' report and auditors' report, for its Financial Year ended 31 December 2022;

(c)

in relation to the Parent, its first financial statements (including all additional information and notes to the accounts), together with the relevant directors' report and auditors' report, delivered to the Agent as required by Clause 23.3 (Financial statements);

(d)

in relation to the De-SPAC Mergeco, its first audited annual consolidated financial statements (including all additional information and notes to the accounts) together with the relevant directors' report and auditors' report, delivered to the Agent as required by Clause 23.3 (Financial statements); and

(e)

in relation to any Additional Guarantor, its audited financial statements (including all additional information and notes to the accounts), together with the relevant directors' report and auditors' report, delivered to the Agent as required by Xxxxxx 29 (Changes to the Obligors).

Original Jurisdiction means:

(a)

in relation to an Original Obligor, the jurisdiction under whose laws it is incorporated as at the date of this Agreement; or

(b)

in the case of an Additional Guarantor, the jurisdiction under whose laws it is incorporated as at the date on which it becomes a Party as a Guarantor.

Original Obligor means the Borrower or an Original Guarantor.

Parent Affiliate means the Parent, each of its Affiliates, any trust of which the Parent or any of its Affiliates is a trustee, any partnership of which the Parent or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Parent or any of its Affiliates, provided that any such trust, fund or other entity which has been established for at least 6 months solely for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by the Parent or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies shall not constitute a Parent Affiliate.

Parent Investment Agreement means the investment agreement dated 23 December 2021 between, among others, (1) the Parent, (2) the persons named therein as Managers, and (3) the persons named therein as Investors, and relating to (among other things) the Preference Shares.

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.

Parent Security Agreement means a security agreement in agreed form executed or to be executed by the Parent in favour of the Security Agent on or about the date of this Agreement, creating security over the shares in the Borrower and the Shareholder Loans.

Party means a party to this Agreement.

Pay-off Letter means:

(a)

the Alcentra Pay-off Letter;

(b)

the Opus Pay-off Letter; or

(c)

the Prefequity Pay-off Letter.

PC Acquisition means any acquisition that is permitted under paragraph (f) or (g) of the definition of “Permitted Acquisition”.

PC Acquisition Costs means, in relation to a PC Acquisition, all fees, costs and expenses, stamp, registration and other Taxes incurred by any Group Company with respect to that PC Acquisition to persons who are not Parent Affiliates or Group Companies.

PC Acquisition Information Package means, in relation to a PC Acquisition:

(a)

a written summary of the key terms of that PC Acquisition, including:

(i)

the PC Acquisition Target, the vendor(s) and the Group Companies involved (specifying which Group Company will be acquiring the PC Acquisition Target);

(ii)

whether the PC Acquisition Target or any other member of the PC Acquisition Target Group meets (or, in the case of the acquisition of a business or undertaking, whether the acquiring Group Company will following the Completion Date meet) the criteria for being an Eligible Operating Company (and if so, how);

(iii)

the amount and nature of the consideration (including any Adverse Share Rights, vendor loans or other Deferred Consideration);

(iv)

if the PC Acquisition Target is to become a Charged Group Company following the Completion Date, any Minority Shareholders' Agreement to be entered into in relation to the PC Acquisition Target;

(v)

otherwise, any rights or interests to be held by Minority Shareholders or otherwise any non-Group Companies with respect to the shares in the PC Acquisition Target (or, in the case of the acquisition of a business or undertaking, the acquiring Group Company) or any other Portfolio Company following the Completion Date (including any Adverse Share Rights or Adverse Terms relating to such shares); and

(vi)

any Financial Indebtedness to be incurred in connection with that PC Acquisition and any Financial Indebtedness of the PC Acquisition Target Group that will remain outstanding following the Completion Date (and any Adverse Terms of the same), in each case where the amount of that Financial Indebtedness exceeds £2,500,000;

(b)

the latest audited (or if not available, management) accounts (in the case of a PC Acquisition other than a Funded PC Acquisition, to the extent available) of the PC Acquisition Target Group (and, if the PC Acquisition Target is a Holding Company, each Operating Company within the PC Acquisition Target Group) or business or undertaking; and

(c)

any PC Acquisition Reports (provided that a PC Acquisition Report need not be included in the relevant PC Acquisition Information Package if the Borrower is legally restricted from disclosing the same to the Finance Parties, and has used all commercially reasonable efforts to obtain consent to such disclosure).

PC Acquisition Report means, in relation to a PC Acquisition, any accounting, environmental, financial, insurance, legal due diligence, market, pensions, tax, technical or other report obtained by the Borrower or any other Group Company for the purposes of deciding whether to proceed with that PC Acquisition (including without limitation any report prepared for these purposes by the relevant vendor's advisers).

PC Acquisition Target means any legal entity, business or undertaking acquired or to be acquired under a PC Acquisition.

PC Acquisition Target Group means:

(a)

in relation to a PC Acquisition Target that is a legal entity, that PC Acquisition Target and its Subsidiaries; or

(b)

in relation to a PC Acquisition Target that is a business or undertaking, the Portfolio Company making the relevant acquisition, together with any Subsidiaries it will have following the Completion Date.

PC Disposal means any Permitted Disposal that is permitted under paragraph (m) of the definition of “Permitted Disposal”.

PC Disposal Proceeds means the consideration received by any Group Company (including any amount receivable in repayment of intercompany debt) for any PC Disposal, and after deducting:

(a)

any reasonable expenses which are incurred by any Group Company with respect to that PC Disposal to persons who are not Parent Affiliates or Group Companies;

(b)

any Third Party Financial Indebtedness that is required in accordance with its terms to be discharged as result of such PC Disposal;

(c)

the pro rata share of that consideration that is attributable to a Minority Shareholder in the Portfolio Company that is disposed of (or in its PC Group Holding Company); and

(d)

any Tax incurred and required to be paid by the seller in connection with that PC Disposal (as reasonably determined by the relevant Group Company, on the basis of existing rates and taking account of any available credit, deduction or allowance).

PC Disposal Proceeds Spend Period has the meaning given to that term in clause 11.2 (Holding Account) of the Intercreditor Agreement.

PC EBITDA has the meaning given to that term in Clause 24.1 (Financial definitions).

PC Group means, in relation to a Portfolio Company, each other Portfolio Company that is a Subsidiary or a Holding Company of the first Portfolio Company.

PC Group Guarantee means, in relation to a Portfolio Company, any guarantee it gives in respect of the obligations or liabilities of another member of its PC Group, provided that, to the extent those liabilities constitute Financial Indebtedness they are Permitted Financial Indebtedness.

PC Group Loan means, in relation to a Portfolio Company, a loan made by it to (or otherwise any indebtedness outstanding to it by) another member of its PC Group.

PC Interest Cover has the meaning given to that term in Clause 24.1 (Financial definitions).

PC Leverage has the meaning given to that term in Clause 24.1 (Financial definitions).

Perfection Requirements means any and all regulations, filings, notices, registrations, acknowledgements, payments of stamp duty and other actions and steps required to be made in any jurisdiction in order to protect the Transaction Security or in order to achieve the relevant priority for the Transaction Security.

Permitted Acquisition means:

(a)

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

(b)

an acquisition of shares pursuant to a Permitted Share Issue;

(c)

an acquisition of shares or other interests in a Joint Venture to the extent permitted under Clause 25.10 (Joint ventures);

(d)

an acquisition of securities which are Cash Equivalent Investments, provided that if the acquiror is a party to the Debenture those Cash Equivalent Investments become subject to the Transaction Security under the Debenture as soon as is reasonably practicable;

(e)

the incorporation by CorpAcq Finance (or a Subsidiary of CorpAcq Finance) of a wholly-owned Subsidiary specifically for the purpose of making a PC Acquisition (a PC Acquisition Vehicle), but only if (unless the Majority Lenders agree otherwise):

(i)

that PC Acquisition Vehicle is incorporated in an Acceptable Jurisdiction and with limited liability; and

(ii)

if the incorporating company is an Obligor that is a party to the Debenture or a Share Pledge, Security over the shares of that PC Acquisition Vehicle, in form and substance satisfactory to the Agent, is created in favour of the Security Agent within:

(A)

15 Business Days, in the case of a PC Acquisition Vehicle incorporated in the United Kingdom or Ireland; or

(B)

30 Business Days, in the case of a PC Acquisition Vehicle incorporated in any other Acceptable Jurisdiction,

of the date of its incorporation (and in any event prior to the Completion Date);

(f)

an acquisition (other than from another Group Company) by a PC Acquisition Vehicle or an existing Portfolio Company (the PC Bidco) for cash consideration, Deferred Consideration or shares in (on or following De-SPAC Completion) the De-SPAC Mergeco or in the PC Bidco (provided it is not a Charged Group Company) (or a combination of the foregoing), of (A) all or the majority of the issued share capital of a company or other legal entity or (B) a business or undertaking carried on as a going concern, but excluding any shares or other interest in a Joint Venture, and only if:

(i)

if the PC Bidco is an existing Portfolio Company, the PC Acquisition Target or acquired business or undertaking operates primarily in the same or a complementary business to that of such existing Portfolio Company (or its Operating Subsidiary);

(ii)

if the PC Bidco’s immediate Holding Company is an Obligor that is a party to the Debenture or a Share Pledge, prior to the Completion Date for the acquisition the shares in the PC Bidco are made subject to perfected Transaction Security under the Debenture or a Share Pledge (as appropriate);

(iii)

on completion of the acquisition:

(A)

the PC Acquisition Target (or its Subsidiary) or (in the case of an acquisition of a business or undertaking) the PC Bidco will be an Operating Company; and

(B)

if the PC Bidco is an Obligor that is a party to the Debenture or a Share Pledge, the shares in the acquired company become subject to the Transaction Security in accordance with Clause 25.40 (Conditions subsequent to PC Acquisitions);

(iv)

no Default or Sanctions Prepayment Event would occur as a result of the acquisition;

(v)

each member of the PC Acquisition Target Group is (or, in the case of an acquisition of a business or undertaking, following the Completion Date will be) incorporated or established in and carries (or will carry) on its principal business in an Acceptable Jurisdiction;

(vi)

if any part of the consideration for that acquisition is Deferred Consideration or the issuance of Adverse Share Rights, the liability for (and any Security for) such Deferred Consideration or Adverse Share Rights is incurred (or provided, as applicable) by the PC Bidco or another member of its PC Group;

(vii)

the Borrower has delivered to the Agent a PC Acquisition Information Package for the acquisition:

(A)

in the case of a Funded PC Acquisition, not later than 10 Business Days prior to the Completion Date; or

(B)

in the case of any other PC Acquisition, not later than 10 Business Days after the Completion Date;

(viii)

in the case of a Funded PC Acquisition:

(A)

the acquired company, business or undertaking has positive earnings before interest, tax, depreciation and amortisation (calculated on the same basis as PC EBITDA) for the 12 month period preceding the Completion Date; and

(B)

the Borrower has delivered to the Agent together with the relevant PC Acquisition Information Package a certificate signed by two directors of the Borrower giving calculations showing in reasonable detail that the Borrower would have remained in compliance with the Financial Covenants if the Financial Covenants were recalculated for the Relevant Period ending on the most recent Quarter Date, consolidating the financial statements of the PC Acquisition Target Group or business or undertaking with the financial statements of the Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the end of that Relevant Period;

(g)

an acquisition by a PC Bidco that is not permitted under paragraph (f) above solely because it is an acquisition of less than the majority of the issued share capital of a company or other legal entity, provided that:

(i)

all other conditions under paragraph (f) above are satisfied in respect of that acquisition;

(ii)

such acquisition is of:

(A)

25 per cent. of the issued share capital of (the PC Acquisition Target, provided that the PC Bidco has the right to exercise at least 50 per cent. (whether by a provision in the PC Acquisition Target’s articles of association or contractually pursuant to a shareholders agreement with the other shareholders of the PC Acquisition Target) of the maximum number of votes that might be cast at a general meeting of the PC Acquisition Target (a Minority Investment); or

(B)

further issued share capital of a PC Acquisition Target in relation to which a Minority Investment has previously been made, which would increase the proportionate holding of share capital of the PC Acquisition Target held by the PC Bidco; or

(C)

any minority interest held by third parties in the share capital of the PC Acquisition Target in circumstances where the PC Bidco already exercises in relation to the PC Acquisition Target the powers listed in paragraph (b) of the definition of “Change of Control” (but construing references in that paragraph to “the Parent” as references to the PC Acquisition Target),

(any acquisition referred to in sub-paragraph (B) or (C) above, a Further Investment); and

(iii)

the total amount invested by a PC Bidco (or CorpAcq Finance under paragraph (h) below), including associated costs and expenses, in acquiring any Minority Investment or Further Investment at the date of the acquisition does not exceed:

(A)

£2,000,000 per acquisition of a Minority Investment or Further Investment; or

(B)

£15,000,000 in aggregate for all such acquisitions of Minority Investments and Further Investments during the term of this Agreement;

(h)

any Further Investment by CorpAcq Finance under paragraph (g) above (treating CorpAcq Finance as a PC Bidco solely for these purposes); or

(i)

any other acquisition made with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx).

Permitted Borrower Costs has the meaning given to that term in the Intercreditor Agreement.

Permitted Disposal means any sale, lease, licence, transfer or other disposal which, except in the case of paragraph (a), is on arm's length terms:

(a)

of any asset by a Portfolio Company (the Disposing Company) to another member of its PC Group (the Acquiring Company), provided that if the Disposing Company:

(i)

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

(ii)

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

(iii)

is a Guarantor, the Acquiring Company must be a Guarantor guaranteeing at all times an amount no less than that guaranteed by the Disposing Company,

in each case (A) unless such disposal is of cash pursuant to a Permitted Loan or a Permitted Distribution, and (B) so long as no receivable is left outstanding as consideration for that disposal unless such receivable would constitute a PC Group Loan;

(b)

of cash pursuant to a Permitted Loan;

(c)

made by any Operating Company in its ordinary course of trading;

(d)

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

(e)

of obsolete or redundant vehicles, plant and equipment for cash;

(f)

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

(g)

constituted by a licence of Intellectual Property not prohibited by Clause 25.28 (Intellectual Property);

(h)

of assets which are seized, expropriated or compulsorily acquired by (or by the order of) any central or local governmental authority, where such disposal does not constitute a Nationalisation (as that term is defined in Clause 9.4 (Mandatory Prepayment Events));

(i)

any Permitted Sale and Leaseback;

(j)

of assets (other than shares, businesses or undertakings) for cash where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs or as a Permitted Transaction) does not exceed £100,000,000 (or its equivalent) in total during the term of this Agreement and does not exceed £40,000,000 (or its equivalent) in any Financial Year of the Borrower;

(k)

arising as a result of any Permitted Security;

(l)

of up to:

(i)

49% of the total issued share capital of a PC Acquisition Target (or of a Portfolio Company that is a Holding Company of that PC Acquisition Target) to the vendors of or non-Group Company co-investors in that PC Acquisition Target on the Completion Date or by way of Deferred Consideration; or

(ii)

5% of the total issued share capital of a Portfolio Company pursuant to a Share Incentive Scheme; or

in each case, provided that the relevant PC Acquisition Target or Portfolio Company remains at least 51% legally and beneficially (directly or indirectly) owned by CorpAcq Finance following such disposal;

(m)

of shares in a Portfolio Company or of the business or undertaking of a Portfolio Company (which shall include all or a material part of the assets of a Portfolio Company), in each case where:

(i)

if no Default under the Financial Covenants is then continuing, the Borrower has delivered to the Agent not later than 5 Business Days before legally committing to make the disposal a certificate signed by two directors of the Borrower giving calculations and projections in form and substance satisfactory to the Agent (acting on the instructions of all Lenders) showing in reasonable detail that the Borrower would have remained in compliance with the Financial Covenants if the Financial Covenants were recalculated for the Relevant Period ending on the most recent Quarter Date, taking into account the disposal of such shares or business on a pro forma basis, and as if the consideration for the proposed disposal had been paid at the start of that Relevant Period and the relevant business or shares had been disposed of at the start of that Relevant Period; or

(ii)

if a Default under the Financial Covenants is continuing the Borrower has delivered to the Agent not later than 5 Business Days before legally committing to make the disposal a certificate signed by two directors of the Borrower giving calculations and projections in form and substance satisfactory to the Agent (acting on the instructions of all Lenders) showing in reasonable detail in respect of the 12 Months falling immediately after the completion of such disposal, that the Borrower’s performance of each of the Financial Covenants if it makes the disposal will be better than if such disposal is not made, on the assumption that the disposal has occurred and calculated on a pro forma basis; and

(iii)

the PC Disposal Proceeds are promptly credited to the Holding Account in accordance with paragraph (b) of clause 11.2 (Holding Account) of the Intercreditor Agreement; or

(n)

of any asset with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx),

other than (A) in the case of paragraphs (a) to (j) above, any such disposal of a Material Asset and (B) in the case of paragraph (l) above, any such disposal of Charged Property.

Permitted Distribution means:

(a)

the payment of a dividend by any member of the Group other than the Borrower, provided that:

(i)

any such payment to the Borrower is made to the Distributions Account; and

(ii)

the portion of any such dividend paid by a Minority Group Company to its Minority Shareholders does not exceed their proportionate share of that dividend based on their shareholdings in that Minority Group Company;

(b)

any other payment by another member of the Group to the Borrower (including management fees and costs), provided that it is made to the Distributions Account;

(c)

any payment by a Portfolio Company to another member of its PC Group (including management fees and costs incurred in the ordinary course of business, and the making or repayment of any PC Group Loan);

(d)

any payment to be made by the Borrower to discharge the Prefequity Liabilities in accordance with the Prefequity Pay-off Letter, provided that such payment does not exceed £600,000 (or its equivalent in other currencies);

(e)

any payment by the Borrower in discharge of its liabilities under the Unsubordinated Investor Loans, provided that such payments do not exceed £900,000 (or its equivalent in other currencies) in aggregate;

(f)

any payment by the Borrower in discharge of its liabilities under the SSO Loan or the SSO Invoice Liabilities, provided that the Borrower has delivered to the Agent not later than 5 Business Days before legally committing to make the payment, a certificate signed by two directors of the Borrower giving calculations (in form and substance satisfactory to the Agent) showing in reasonable detail that, taking into account the payment by the Borrower, Pro Forma Group Leverage is less than 3.25:1;

(g)

the payment by the Borrower of any amount representing administrative and/or management fees, costs and/or expenses incurred and paid by the Parent or any other CorpAcq Holdco, provided that:

(i)

prior to making the payment, the Borrower certifies to the Agent that this is the case; and

(ii)

the aggregate of such amounts paid in any Financial Year does not exceed £5,000,000 (or such higher amount as may be agreed by the Majority Lenders) (or its equivalent in other currencies);

(h)

a payment of the consideration for a Minority Investment or Further Investment as defined in, and in accordance with, paragraph (g) of the definition of “Permitted Acquisition”;

(i)

the payment of a dividend by the Borrower to the Parent or the payment or repayment of any Shareholder Loans or the payment of any interest on the Shareholder Loans, provided that:

(i)

if any Preference Share is then outstanding:

(A)

the Borrower has delivered to the Agent not later than 5 Business Days before legally committing to make the payment, a certificate signed by two directors of the Borrower giving calculations (in form and substance satisfactory to the Agent) showing in reasonable detail that:

the payment is to be used by the Parent solely for the purposes of paying dividends and other amounts owing or otherwise payable in respect of the Preference Shares (including for the redemption of any Preference Share, but excluding any Cash Sweep Distributions as that term is defined in the Parent Investment Agreement); and

taking into account the payment by the Borrower, Pro Forma Group Leverage is less than 3.25:1; or

(B)

the payment is to be used by the Parent solely for the purposes of paying dividends on its ordinary shares; and

taking into account the payment by the Borrower, Pro Forma Group Leverage is less than 2.75:1; or

(ii)

if no Preference Share is then outstanding and the Parent has no obligations in respect of any Preference Shares, the Borrower has delivered to the Agent not later than 5 Business Days before legally committing to make the payment, a certificate signed by two directors of the Borrower giving calculations in form and substance satisfactory to the Agent, showing in reasonable detail that taking into account the payment by the Borrower, Pro Forma Group Leverage is less than 3.00: 1; or

(j)

any other Distribution made with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx),

in each case, provided that such payment (A) is made when (other than in the case of a payment made under paragraph (a), (b) or (e) above) no Default is continuing or (in all cases) no Default would occur immediately after the making of the payment, and (B) is not in breach of the Intercreditor Agreement or the SSO Subordination Agreement.

Permitted Financial Indebtedness means Financial Indebtedness:

(a)

arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 25.32 (Treasury Transactions), and subject always to the terms of this Agreement, the Intercreditor Agreement and the SSO Subordination Agreement (as applicable);

(b)

arising under a foreign exchange transaction for spot or forward delivery entered into by a Portfolio Company in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade, but not a foreign exchange transaction for investment or speculative purposes;

(c)

comprising or in respect of Third Party Financial Indebtedness incurred by a Portfolio Company under working capital facilities, loan facilities, daylight facilities and Finance Leases for the purposes of financing working capital or Capital Expenditure in the ordinary course of trade of that Portfolio Company (if an Operating Company) or of an Operating Company that is a member of that Portfolio Company’s PC Group;

(d)

incurred by any Portfolio Company (which for the avoidance of doubt can be secured by Permitted Security) to fund a Permitted Acquisition (other than a Funded PC Acquisition), or any refinancing thereof;

(e)

arising under unsecured interest rate hedging arrangements not entered into for investment or speculative purposes, and provided that the aggregate liability of Group Companies (calculated on a mark to market basis) under all such arrangements does not exceed £20,000,000 (or its equivalent in other currencies) at any time;

(f)

of any member of a PC Acquisition Target Group and which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three Months following the date of acquisition; or

(g)

that is Third Party Financial Indebtedness incurred by a Portfolio Company in connection with an acquisition or investment by that Portfolio Company in Real Property; or

(h)

otherwise incurred with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx).

Permitted Guarantee means:

(a)

the endorsement by a Portfolio Company of negotiable instruments in the ordinary course of trade;

(b)

any PC Group Guarantee;

(c)

any indemnity given in the ordinary course of the documentation of a Permitted Acquisition or Permitted Disposal, which indemnity is given by the relevant purchasing or selling Group Company in a customary form and subject to customary limitations; or

(d)

any guarantee given with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx).

Permitted Loan means:

(a)

any trade credit extended by any Operating Company to its customers on normal commercial terms and in the ordinary course of its trading activities;

(b)

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

(c)

a loan made to a Joint Venture to the extent permitted under Clause 25.10 (Joint ventures);

(d)

a loan made by a Group Company to an employee or director of any Group Company (including under any management incentive scheme) if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed £1,000,000 (or its equivalent) at any time;

(e)

any Borrower Intra-Group Loan that is subject to the Transaction Security;

(f)

any Shareholder Loan that is a Subordinated Loan and that is subject to the Transaction Security;

(g)

any PC Group Loan;

(h)

any loan made by a Portfolio Company to the Borrower, provided that:

(i)

the relevant Portfolio Company's claims against the Borrower are at all times subordinated to the Secured Liabilities pursuant to the Intercreditor Agreement;

(ii)

the outstanding amount of such loans (including any accrued interest or fees) does not exceed £5,000,000 at any time; and

(iii)

such loan is not outstanding for more than 30 days (subject to the terms of the Intercreditor Agreement); or

(i)

any other loan made or credit extended with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

Permitted Note Payment means any payments of fees, principal or interest made to the Noteholders in accordance with the provisions of the Intercreditor Agreement and the Note Documents.

Permitted Sale and Leaseback means any sale and leaseback on arms’ length terms of any Real Property or any interest in Real Property (but excluding for the avoidance of doubt any sale and leaseback which would constitute, a Finance Lease) by any Portfolio Company, provided that:

(a)

at the time a legally binding contractual commitment is entered into for such sale and leaseback, and at the time of completion of such sale and leaseback, no Default is continuing or reasonably likely to occur immediately thereafter; and

(b)

following such sale and leaseback the aggregate consideration (in each case, based on an independent valuation) for all items subject to a Permitted Sale and Leaseback since the date of this Agreement will not exceed 35% of Adjusted Group EBITDA.

Permitted Security means:

(a)

any lien over an asset of an Operating Company arising by operation of law and in the ordinary course of trading, and not as a result of any default or omission by any Group Company;

(b)

any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of that Group Company (or, in the case of a Portfolio Company, of another member of its PC Group, and including cash pooling arrangements between members of a PC Group);

(c)

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

(d)

any Security or Quasi-Security over any shares (other than any shares owned by the Borrower or CorpAcq Finance) in or asset of a Portfolio Company and securing Permitted Financial Indebtedness (incurred under paragraph (c) or (d) of that definition only) of that Portfolio Company;

(e)

any Security or Quasi-Security over or affecting any asset (other than shares) acquired by a Portfolio Company and securing Permitted Financial Indebtedness of that Portfolio Company;

(f)

any Security or Quasi-Security over or affecting any asset (other than shares) of any company which becomes a Portfolio Company after the Closing Date and securing Permitted Financial Indebtedness of that Portfolio Company, where the Security or Quasi-Security is created before the date on which that company becomes a Portfolio Company;

(g)

any Security or Quasi-Security over or affecting any Real Property of a Portfolio Company other than CorpAcq Properties Limited and securing Permitted Financial Indebtedness (incurred under paragraph (g) of that definition only, for the purposes of its acquisition of or investment in that Real Property) of that Portfolio Company;

(h)

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 Portfolio Company in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any Group Company;

(i)

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

(j)

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

(k)

any Security or Quasi-Security over or affecting any Real Property of CorpAcq Properties Limited and securing its Permitted Financial Indebtedness (incurred under paragraph (g) of that definition only); or

(l)

any other Security or Quasi-Security arising or existing with the prior written consent of the Agent (acting on the instructions of the Majority Lenders),

other than (A) in the case of paragraphs (a) to (c) and (e) to (h) above, any such Security or Quasi-Security over a Material Asset and (B) in the case of paragraph (d) above, any such Security or Quasi-Security over Charged Property.

Permitted Share Issue means an issue of:

(a)

shares by the Parent (including to the EBT Trustee), provided that the terms of those shares (and any investment or similar agreement relating to those shares, and whether or not reflected in the Constitutional Documents of the Parent) do not and will not conflict with the terms of the Finance Documents (including any restriction on the making of distributions to or by the Parent);

(b)

ordinary shares by the Borrower to the Parent, or by CorpAcq Finance to the Borrower, paid for in full in cash upon issue and which by their terms are not redeemable and where:

(i)

such shares are of the same class and on the same terms as those initially issued by the Borrower or CorpAcq Finance (as applicable); and

(ii)

the newly-issued shares become Charged Shares on the same terms as the existing shares of the Borrower or CorpAcq Finance (as applicable);

(c)

shares by a Portfolio Company to its immediate shareholders pro rata to their respective shareholdings, and where if any existing shares of the issuing Portfolio Company are Charged Shares, the new shares issued to a Group Company also become Charged Shares on the same terms;

(d)

of up to:

(i)

(ii)

5% of the total issued share capital of a Portfolio Company pursuant to a Share Incentive Scheme; or

(e)

shares otherwise made with the prior written consent of the Agent (acting on the instructions of the Majority Xxxxxxx).

Permitted Transaction means:

(a)

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

(b)

the solvent liquidation, amalgamation, demerger, merger, reconstruction or reorganisation of any Portfolio Company other than an Obligor or (unless the Majority Lenders consent otherwise) an Eligible Operating Company, provided that:

(i)

any payments or assets distributed as a result of such liquidation, amalgamation, demerger, merger, reconstruction or reorganisation are distributed to the Borrower, CorpAcq Finance or other members of its PC Group;

(ii)

in the case of an amalgamation, demerger, merger, reconstruction or reorganisation:

(A)

where the shares or assets in such member of the Group were subject to Transaction Security, the same or substantially equivalent Transaction Security shall be granted by or over it (or its successor entity) promptly following such completion of amalgamation, demerger, merger, reconstruction or reorganisation; and

(B)

any interest of a Minority Shareholder in the resulting entity or entities is proportionate to its interest in the relevant Portfolio Company prior to such transaction; and

(iii)

no Default is continuing or will result from of such liquidation, amalgamation, demerger, merger, reconstruction or reorganisation;

(c)

any capitalisation of interest accrued on Permitted Loans between Group Companies; or

(d)

the establishment of the EBT, the grant of options by the De-SPAC Mergeco to the EBT Beneficiaries (De-SPAC Mergeco Options), the transfer of shares in the Parent by the EBT Trustee to settle the exercise of the De-SPAC Mergeco Options and/or any cash awards made to the EBT Beneficiaries by the EBT Trustee;

(e)

the establishment and implementation by the Parent of:

(i)

the Omnibus Incentive Plan (as defined in the agreement and plan of merger entered into by, among others, the Parent and the Borrower, on 1 August 2023); and

(ii)

the Non-Executive Director Incentive Plan (as defined in the De-SPAC Documents),

and the grant of any awards of shares in the Parent under any such plans;

(f)

until the relevant date specified in Clause 25.39 (Conditions subsequent to Closing Date Utilisations) for prepayment, discharge and/or release of the same:

(i)

the Financial Indebtedness incurred under the Alcentra Facility Agreement, together with the Alcentra Security;

(ii)

the Opus Bond Liabilities, together with the Opus Security; and;

(iii)

the Prefequity Liabilties, together with the Prefequity Security.

Portfolio Company means any Group Company other than the Borrower or CorpAcq Finance.

Prefequity Deed of Release means the deed of release in the agreed form to be executed in connection with and as contemplated by the Prefequity Pay-off Letter.

Prefequity Liabilities means any and all obligations and liabilities that are secured by the Prefequity Security.

Prefequity Pay-off Letter means the letter in agreed form relating to the Prefequity Liabilities to be executed by (1) Prefequity LLP, (2) CorpAcq Holding, (3) CorpAcq Finance Limited and (4) the Agent.

Prefequity Security means the Security granted by CorpAcq Finance Limited over the shares in CaviTech Solutions (Holdings) Limited in favour of Prefequity LLP as security agent.

Preference Shareholder means a holder of Preference Shares.

Preference Shares means the cumulative redeemable preference shares of £1.00 each of the Parent, which as at the date of this Agreement have an aggregate outstanding amount of approximately £133,000,000.

Pro Forma Group Leverage means, in relation to a proposed Distribution, Group Leverage tested on a pro forma basis by deducting the amount of the proposed Distribution from Cash held by the Group Companies.

PSC Regime means the regime relating to "people with significant control", as set out in Part 21A of the Companies Act 2006 and The Register of People with Significant Control Regulations 2016.

Qualifying Lender has the meaning given to that term in Clause 16 (Tax gross-up and indemnities).

Quarter Date means 31 March, 30 June, 30 September and 31 December in each year.

Quasi-Security has the meaning given to that term in Clause 25.15 (Negative pledge).

Real Property means:

(a)

any freehold, leasehold or immovable property; and

(b)

any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.

Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

Reference Rate Supplement means a document which:

(a)

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

(b)

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

(c)

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

Reference Rate Terms means the terms set out in Schedule 13 (Reference Rate Terms) or in any Reference Rate Supplement.

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 Default has the meaning given to that term in Clause 26.20 (Portfolio-wide Materiality).

Relevant Jurisdiction means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

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

(c)

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

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

Relevant Period has the meaning given to that term in Clause 24.1 (Financial definitions).

Reliance Parties means the Agent, the Arranger, the Security Agent and each Original Lender.

Repeating Representations means each of the representations set out in Clause 22.2 (Status) to Clause 22.7 (Governing law and enforcement), Clause 22.11 (No default), paragraph (g) of Clause 22.12 (No misleading information), Clause 22.13 (Financial Statements), Clause 22.18 (Anti-Corruption Laws), Clause 22.20 (Ranking) to Clause 22.22 (Legal and beneficial ownership), Clause 22.25 (Group Structure Chart) and Clause 22.29 (Sanctions).

Report means an Initial Report or any PC Acquisition Report.

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

Reporting Time means the relevant time (if any) specified as such in the 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).

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

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

Sanctioned Territory means a country, region or territory that is the subject of country-wide, region-wide or territory-wide Sanctions.

Sanctions means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any of the following (and including through any relevant Sanctions Authority):

(a)

the United Nations;

(b)

the European Union;

(c)

the government of the United States of America;

(d)

the government of the United Kingdom; and

(e)

the government of the Swiss Confederation.

Sanctions Authority means any agency or person which is duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including:

(a)

OFAC;

(b)

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

(c)

HMT; and

(d)

the State Secretariat for Economic Affairs of the Swiss Confederation.

Sanctions List means any of the lists of designated sanctions targets maintained by a Sanctions Authority from time to time, including as at the date of this Agreement:

(a)

in the case of OFAC:

(i)

the Specially Designated Nationals and Blocked Persons List; and

(ii)

the Consolidated Sanctions List;

(b)

in the case of the United States Department of State or the United States Department of Commerce:

(i)

the Denied Persons List;

(ii)

the List of Statutorily Debarred Parties;

(iii)

the Entity List; and

(iv)

the Terrorist Exclusion List;

(c)

in the case of HMT:

(i)

the Consolidated List of Financial Sanctions Targets; and

(ii)

the List of Persons Subject to Restrictive Measures in View of Russia's Actions Destabilising the Situation in Ukraine;

(d)

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

(e)

in the case of the Swiss Confederation, the State Secretariat for Economic Affairs.

Sanctions Prepayment Event has the meaning given to that term in Clause 9.2 (Sanctions Prepayment Events).

Sanctions Restricted Person means a person that is:

(a)

listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled within the meaning and scope of the relevant Sanctions, by any one or more persons listed on a Sanctions List;

(b)

located or resident in, or incorporated or organised under the laws of, a Sanctioned Territory; or

(c)

otherwise a subject of Sanctions.

Scottish Share Pledge means a Scots law share pledge in agreed form executed or to be executed by a Group Company in favour of the Security Agent.

Secretary of State means the Secretary of State of His Majesty’s Government.

Secured Liabilities means the liabilities of the Obligors to the Secured Parties under or pursuant to the Finance Documents.

Secured Parties means:

(a)

each Finance Party from time to time party to this Agreement and any Receiver or Delegate; and

(b)

each “Finance Party” from time to time party to (and as that term is defined in) the Note Subscription Agreement.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Security Property means:

(a)

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)

all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties; and

(c)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties.

Share Incentive Scheme means an employee benefit trust, management incentive plan or similar arrangement set up by:

(a)

the Parent or the Borrower for the purposes of awarding shares in the Parent or the De-SPAC Mergeco to Group management or employees as part of their remuneration; or

(b)

a Portfolio Company for the purposes of awarding shares in that Portfolio Company or another member of its PC Group to management or employees of that PC Group as part of their remuneration.

Share Pledge means:

(a)

any Scottish Share Pledge;

(b)

any Northern Irish Share Pledge;

(c)

any Irish Share Pledge; and

(d)

any other pledge of the shares in a Portfolio Company that is governed by the laws of an Acceptable Jurisdiction.

Shareholder Loan means any loan made or to be made by the Parent to the Borrower under a Shareholder Loan Agreement.

Shareholder Loan Agreement means an agreement in an agreed form documenting a Shareholder Loan.

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

SSO means SSO Consulting Limited, a company registered in Gibraltar with registered company number 101959.

SSO Invoices means outstanding invoices for consulting services provided to the Borrower by SSO prior to the date of this Agreement, with an aggregate outstanding amount not exceeding £4,814,000 as of the date of this Agreement.

SSO Invoice Liabilities means the amounts owing by the Borrower to SSO under the SSO Invoices.

SSO Loan means the amounts owing by the Borrower to SSO pursuant to the following promissory notes (each as amended by a side letter dated 19 October 2023), with an aggregate outstanding principal amount of £700,000 as of the date of this Agreement:

(a)

promissory note dated 24 June 2011, in the amount of £100,000, repayable on demand;

(b)

promissory note dated 11 July 2011, in the amount of £100,000, repayable on demand;

(c)

promissory note dated 26 July 2011, in the amount of £150,000, repayable on demand;

(d)

promissory note dated 26 August 2011, in the amount of £50,000, repayable on demand; and

(e)

promissory note dated 21 June 2012, in the amount of £300,000, repayable on demand.

SSO Subordination Agreement means the subordination agreement dated the same date as this Agreement and made between SSO, the Borrower and the Security Agent.

Subordinated Loan means:

(a)

any Shareholder Loan;

(b)

the SSO Loan; or

(c)

any SSO Invoice Liabilities,

in each case, for so long as the same is subordinated to the Secured Liabilities pursuant to the Intercreditor Agreement or the SSO Subordination Agreement (respectively).

Subsidiary means:

(a)

a subsidiary undertaking within the meaning of section 1162 of the Act; and

(b)

any company which would be a subsidiary undertaking within the meaning of section 1162 of the Act but for any Security subsisting over the shares in that company from time to time.

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).

Termination Date means, subject to Clause 7.2 (Extension of Termination Date) in relation to each Facility, the fourth anniversary of the date of this Agreement.

Third Party Financial Indebtedness means any Financial Indebtedness of a Group Company incurred or otherwise owing on arm’s length terms to persons who are not Parent Affiliates or Group Companies (but excluding the Lenders and the Note Holders).

Total Commitments means the aggregate of:

(a)

the Total Facility A Commitments;

(b)

the Total Facility B Commitments;

(c)

the Total Facility C Commitments; and

(d)

the Total Incremental Facility Commitments.

being £150,000,000 at the date of this Agreement.

Total Facility A Commitments means the aggregate of the Facility A Commitments, being £50,000,000 at the date of this Agreement.

Total Facility B Commitments means the aggregate of the Facility B Commitments, being £50,000,000 at the date of this Agreement.

Total Facility C Commitments means the aggregate of the Facility C Commitments, being £50,000,000 at the date of this Agreement.

Total Incremental Facility Commitments means, in relation to an Incremental Facility, the Incremental Facility Commitments relating to the Incremental Facility.

Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any Group Company arising in the ordinary course of trading of that Group Company.

Transaction Accounts means:

(a)

the Distributions Account; and

(b)

the Holding Account.

Transaction Documents means:

(a)

the Finance Documents;

(b)

the Material Contracts; and

(c)

the Constitutional Documents of each Obligor and each Minority Group Company.

Transaction Security means the Security created or evidenced or expressed to be created or evidenced pursuant to the Transaction Security Documents.

Transaction Security Documents means:

(a)

the Debenture;

(b)

the Parent Security Agreement;

(c)

any Share Pledge;

(d)

any documents evidencing Incremental Facility Supplemental Security,

together with any other document entered into by any Obligor or Group Company creating or expressed to create, or evidencing the grant of, any Security in favour of the Secured Parties (or any of them) over all or any part of its assets in respect of the liabilities and obligations of any of the Obligors under any of the Finance Documents.

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 Borrower.

Transfer Date means, in relation to an assignment or 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.

Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

UK means the United Kingdom of Great Britain and Northern Ireland.

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

Unsubordinated Investor Loan means:

(a)

the loan owed by the Borrower to [***] under a loan agreement dated [***] with an outstanding principal amount not exceeding [***] as of the date of this Agreement; or

(b)

the loan owed by the Borrower to [***] under a loan agreement dated [***] with an outstanding principal amount not exceeding [***] as of the date of this Agreement.

US means the United States of America.

US Tax Obligor means:

(a)

the Borrower, if it is resident for tax purposes in the US; or

(b)

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

Utilisation means a utilisation of a Facility.

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

Utilisation Request means a notice substantially in the form set out in Part 1 of Schedule 3 (Requests and Notices).

Value Deficiency Amount has the meaning given to that term in Clause 24.5 (LTV Covenant cure).

Value Deficiency Cure Period has the meaning given to that term in Clause 24.5 (LTV Covenant cure).

Value Deficiency Event has the meaning given to that term in Clause 24.5 (LTV Covenant cure).

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) or (b) above, or imposed elsewhere.

1.2

Construction

(a)

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

(i)

the Agent, the Arranger, any Finance Party, any Lender, any Obligor, any Party, any Secured Party, the Security Agent or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents (including any separate trustee);

(ii)

a document in agreed form is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent or the Security Agent (as applicable), or, if not so agreed, is in the form specified by the Agent or the Security Agent (as applicable);

(iii)

assets includes present, future, actual and contingent properties, revenues and rights of every description;

(iv)

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;

(v)

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

(vi)

a group of Lenders includes all the Lenders;

(vii)

guarantee means (other than in Clause 21 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity, documentary or other credit 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;

(viii)

debt or 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 and whether owed jointly or severally or in any other capacity;

(ix)

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);

(x)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xi)

shares in or share capital of a company or corporation includes any shares (whether common, ordinary, preferred or other), any participatory interests and any other form of authorised capital of or equivalent ownership interest in that company or corporation, as well as any options, warrants or other instruments granting the holder a right to receive the same (and any reference to a shareholder will be construed accordingly);

(xii)

any statute or statutory provision includes any statute or statutory provision which amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, regulations, instruments or other subordinate legislation made under it from time to time;

(xiii)

a time of day is a reference to London time;

(xiv)

the words include(s), including and in particular shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words;

(xv)

liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future, actual or contingent and whether owed jointly or severally or in any other capacity;

(xvi)

the words other and otherwise shall not be construed ejusdem generis with any preceding words where a wider construction is possible; and

(xvii)

a Clause or Schedule is to be construed as a reference to the relevant clause of, or schedule to, this Agreement.

(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 (including an Event of Default) is continuing if it has not been remedied or waived in writing.

(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 Borrower.

(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 overrides anything in:

(i)

Schedule 13 (Reference Rate Terms); or

(ii)

any earlier Reference Rate Supplement,

provided that a Reference Rate Supplement may not effect any reduction in the Margin.

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

(ii)

any earlier Compounding Methodology Supplement.

1.3

Agent and Security Agent discretions

(a)

Any reference in a Finance Document to:

(i)

the Agent or the Security Agent (as applicable) providing its approval or consent or waiver or making a request or direction or determination;

(ii)

a matter, item or a person being acceptable to, satisfactory to, approved by or specified by the Agent or the Security Agent (as applicable);

(iii)

the Agent or the Security Agent (as applicable) requiring certain steps or actions to be taken;

(iv)

the Agent or the Security Agent (as applicable) disagreeing with any calculation; or

(v)

the Agent or the Security Agent (as applicable) otherwise exercising any discretion or power,

are, in each case, to be construed, unless otherwise specified, as references to the Agent or the Security Agent (as applicable) taking or refraining from taking such action on the instructions of the Majority Lenders (or, as applicable, all the Lenders).

(b)

Any reference in the Finance Documents to:

(i)

the Agent or the Security Agent (as applicable) acting reasonably;

(ii)

the Agent or the Security Agent (as applicable) reasonably requiring an action or a matter or the provision of any document, information, report, confirmation or evidence;

(iii)

a matter being in the reasonable opinion of the Agent or the Security Agent (as applicable);

(iv)

the Agent's or the Security Agent's (as applicable) approval or consent not being unreasonably withheld or delayed; or

(v)

any document, report, confirmation or evidence being required to be reasonably satisfactory to the Agent or the Security Agent (as applicable),

are, in each case, to be construed, unless otherwise specified in the relevant Finance Document, as the Agent or the Security Agent (as applicable) acting on the instructions of the Majority Lenders (or, as applicable, all the Lenders).

(c)

The Lenders hereby agree to act reasonably in circumstances where the Agent or the Security Agent (as applicable) would otherwise be required to act reasonably if this Clause 1.3 did not apply).

(d)

Where the Agent or the Security Agent (as applicable) is obliged to consult under the terms of the Finance Documents, unless otherwise specified:

(i)

the Majority Lenders (or, as applicable, all the Lenders) must instruct the Agent or the Security Agent (as applicable) to consult in accordance with the terms of the relevant Finance Document; and

(ii)

the Agent or the Security Agent (as applicable) must carry out that consultation in accordance with the instructions it receives from the Majority Lenders (or, as applicable, all the Lenders),

and the Agent or the Security Agent (as applicable) shall be under no obligation to determine the reasonableness of such circumstances or whether in giving such instructions the Majority Lenders (or, as applicable, all the Lenders) are acting in a reasonable manner.

1.4

Currency symbols and definitions

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

1.5

Third party rights

(a)

Unless expressly provided to the contrary in this Agreement 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 enjoy the benefit of any term of this Agreement.

(b)

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.

(c)

Any Receiver, Delegate or any person described in Clause 30.10 (Exclusion of liability) may, subject to this Clause 1.5 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.6

Intercreditor Agreement

(a)

The provisions of this Agreement are subject to the terms of the Intercreditor Agreement.

(b)

To the extent that there is any inconsistency between the terms of this Agreement and the terms of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall prevail.

Section 2 – The Facilities

The Facilities

2.1

The Facilities

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

(a)

a sterling term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)

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

(c)

a sterling term loan facility in an aggregate amount equal to the Total Facility C Commitments.

2.2

Incremental Facilities

One (and only one) Incremental Facility may be established and made available pursuant to Clause 6 (Establishment of Incremental Facilities).

2.3

Increase

(a)

The Borrower may by giving prior notice to the Agent by no later than the date falling 10 Business Days after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender in accordance with Clause 8.4 (Right of cancellation in relation to a Defaulting Lender); or

(ii)

the Commitments of a Lender in accordance with:

(A)

Clause 9.1 (Illegality); or

(B)

paragraph (a) of Clause 8.3 (Right of cancellation and repayment 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 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 Eligible Institutions (each an Increase Lender) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(iv)

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

(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, subject to the conditions set out in paragraph (d) below, take effect on the date specified by the Borrower 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)

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

(e)

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.

(f)

The Borrower shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2.

(g)

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 27.4 (Assignment or transfer fee) if the increase was a transfer pursuant to Clause 27.6 (Procedure for transfer) and if the Increase Lender was a New Lender.

(h)

The Borrower may pay to the Increase Lender a fee in the amount and at the times agreed between the Borrower and the Increase Lender in a Fee Letter.

(i)

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

(j)

Clause 27.5 (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.

2.4

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 Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (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 Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to agree any Incremental Facility Terms and to deliver any Incremental Facility Notice, 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 Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions 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 or received the relevant notice, demand or other communication. 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.

Purpose

3.1

Purpose

The Borrower shall apply all amounts borrowed by it:

(a)

under the Facilities on the Closing Date towards:

(i)

financing or refinancing in full the discharge of:

(A)

all amounts outstanding under the Alcentra Facility; and

(B)

the Opus Bond Liabilities;

(ii)

paying fees and costs (other than any periodic fee) due under the Finance Documents or the Note Documents;

(iii)

in respect of any amount specified in the Funds Flow Statement to be used for discharging the Opus Buyback Liabilities:

(A)

financing that discharge; or

(B)

financing the purchase price for a Funded PC Acquisition and/or any related PC Acquisition Costs (but not any Deferred Consideration); and

(iv)

making such other payments as are set out in the Funds Flow Statement,

in each case, in accordance with the Funds Flow Statement and the Initial Utilisation Request;

(b)

under the Facility B Re-Drawable Amount or under Facility C after the Closing Date, towards:

(i)

(or towards making an Equity Contribution to another Group Company for the purposes of that other Group Company):

(A)

financing or refinancing the purchase price for a PC Acquisition and/or any related PC Acquisition Costs (but not any Deferred Consideration), provided that any such refinancing shall be made within 12 Months from the relevant Completion Date (or, in the case of a refinancing of several PC Acquisitions through a single Utilisation, from the first such Completion Date, and pending such refinancing the relevant Loan proceeds will be blocked on the Distributions Account in accordance with clause 11.3 (Distributions Account) of the Intercreditor Agreement); and/or

(B)

refinancing Permitted Financial Indebtedness (other than any Deferred Consideration) of any member of a PC Acquisition Target Group and outstanding at the Completion Date of the relevant PC Acquisition;

(ii)

any other purposes agreed by the Agent (on the instructions of all of the Lenders); and/or

(iii)

paying fees and costs (other than any periodic fee) due under the Finance Documents; or

(c)

under the Incremental Facility, for the purpose(s) specified in the Incremental Facility Notice,

provided that, for the avoidance of doubt, the Borrower shall not in any event apply any amount borrowed by it under a Facility towards financing or refinancing the payment of a Permitted Distribution.

3.2

Further application of Loan proceeds

Each Obligor shall (and the Borrower shall ensure that each other Group Company will) apply the proceeds of any Equity Contribution received by it in accordance with Clause 3.1 (Purpose) in the manner contemplated in that Clause and (in the case of the Utilisations to be made on the Closing Date) the Funds Flow Statement.

3.3

Deduction of fees and costs

The Borrower agrees that Xxxxxxx may (and hereby irrevocably authorises each Lender to):

(a)

deduct from the proceeds of any Loan to be advanced under this Agreement the amount of any fees or costs referred to in paragraph Clause 3.1 (Purpose), to the extent reflected in the Funds Flow Statement (if applicable) and the relevant Utilisation Request or otherwise pre-agreed with the relevant Finance Party (including in a Fee Letter); and

(b)

apply such proceeds directly against payment of such fees and costs.

3.4

Monitoring

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

Conditions of utilisation

4.1

Initial conditions precedent

(a)

The Borrower may not deliver a Utilisation Request unless the Agent has received confirmation from the Lenders that they have received all of (save to the extent they have waived receipt of any of) the documents and other evidence listed in Part 1 of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders, and the Agent shall (and is hereby authorised by the Lenders to) notify the Borrower promptly upon the Lenders being so satisfied (and shall confirm to the Lenders that it has so notified the Borrower).

(b)

The Lenders will be obliged to comply with Clause 5.4 (Xxxxxxx' participation) in relation to:

(i)

any Loan only if, on or before the Utilisation Date for that Loan, the Agent has received confirmation from the Lenders that they have received all of (save to the extent they have waived receipt of any of) the documents and other evidence listed in Part 2 of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders; and

(ii)

any Incremental Facility Loan, if on or before the Utilisation Date for that Loan, the Agent has received confirmation from the Lenders that they have received all of (save to the extent they have waived receipt of any of) the Incremental Facility Conditions Precedent relating to the relevant Incremental Facility (if any) in form and substance satisfactory to the Lenders,

and in each case the Agent shall (and is hereby authorised by the Lenders to) notify the Borrower promptly upon the Lenders being so satisfied (and shall confirm to the Lenders that it has so notified the Borrower).

4.2

Additional conditions precedent to Utilisations for PC Funded Acquisitions

(a)

The Lenders will be obliged to comply with Clause 5.4 (Lenders' participation) in relation to any Loan requested after the Closing Date to finance a PC Funded Acquisition only if, on or before the Utilisation Date for that Loan, the Agent has received confirmation from the Lenders that they have received the PC Acquisition Information Package for that acquisition, in form and substance satisfactory to the Lenders, and the Agent shall notify the Borrower promptly upon the Lenders being so satisfied (and shall confirm to the Lenders that it has so notified the Borrower).

(b)

The Lenders:

(i)

shall act reasonably and without undue delay in giving their confirmation under paragraph (a) above; and

(ii)

in the event they decline to give such confirmation, shall promptly provide the Borrower with written reasons for the same.

4.3

Agent notifications

The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any notification described in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Additional conditions precedent for PC Funded Acquisitions), provided it has actually received the relevant confirmation from the Lenders.

4.4

Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Additional Conditions Precedent for PC Funded Acquisitions), 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:

(a)

no Default is continuing or would result from the proposed Loan;

(b)

in relation to:

(i)

any Loan on the Closing Date, all the representations and warranties in Clause 22 (Representations and warranties) are true in all respects; or

(ii)

any other Loan, the Repeating Representations to be made by each Obligor are true in all material respects;

(c)

immediately following the making of the relevant Loan(s), the Borrower will be in compliance with the Financial Covenants tested on a pro forma basis taking into account the amount of the proposed Loan (and, in the case of a Loan being used to finance a PC Acquisition, assuming Completion of that acquisition); and

(d)

a Subscription Request has been issued under (as that term is defined in) the Note Subscription Agreement for the issuance of Notes in the same aggregate principal amount as the Loan(s) requested in the Utilisation Request, and the Note Agent has confirmed to the Agent that all conditions to that issuance have been satisfied (other than any conditions relating to the Notes to be issued pursuant to that Subscription Request).

4.5

Maximum number of Loans

(a)

The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan:

(i)

more than one Facility A Loan would be outstanding;

(ii)

more than one Facility B Loan would be outstanding (excluding any Facility B Loans referred to in sub-paragraph (iii) below);

(iii)

more than 3 Facility B Loans would be outstanding as a result of Utilisations of the Facility B Re-Drawable Amount;

(iv)

more than 3 Facility C Loans would be outstanding; or

(v)

more than 3 Incremental Facility Loans would be outstanding.

(b)

The Borrower may not request that a Loan be divided.

Section 3 – Utilisations

Utilisation

5.1

Delivery of a Utilisation Request

The Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

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)

in the case of the Utilisations to be made on the Closing Date, it is the Initial Utilisation Request;

(ii)

it identifies the Facility to be utilised;

(iii)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iv)

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

(v)

it specifies the account to which the net proceeds of such Utilisation are to be paid, being in relation to any Utilisation to be made:

(A)

on the Closing Date, the account(s) specified for those purposes in the Funds Flow Statement; or

(B)

after the Closing Date, the Distributions Account;

(vi)

the proposed Interest Period complies with Clause 13 (Interest Periods); and

(vii)

in relation to any Utilisation of Facility C, Facility A and Facility B have been utilised and the Availability Period in relation to Facility A has expired.

(b)

Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Only one Loan may be requested in each subsequent Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be sterling.

(b)

The amount of the proposed Loan must be:

(i)

in the case of Facility A, equal to the Available Facility;

(ii)

in the case of a Utilisation of Facility B to be made:

(A)

on the Closing Date, equal to the Available Facility; or

(B)

on any subsequent date, not more than the Available Facility, and a minimum of £2,500,000 (or, if less, the Available Facility); or

(iii)

in the case of Facility C or any Incremental Facility, not more than the Available Facility, and a minimum of £2,500,000 (or, if less, the Available Facility).

5.4

Lenders' participation

(a)

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

(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 notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

5.5

Limitations on Loans

(a)

The Closing Date must occur during the Availability Period for Facility A, and the Borrower must utilise each of Facility A and Facility B in full on the Closing Date.

(b)

The Borrower may not utilise any Incremental Facility unless:

(i)

it has complied with paragraph (a) above and Clause 25.39 (Conditions subsequent – Closing Date Utilisations); and

(ii)

Facility C has been fully utilised (or will be fully utilised together with that utilisation of the Incremental Facility).

5.6

Extension of Availability Period for Facility C

(a)

The Borrower may request by notice to the Agent at least one month prior to the expiry of the Availability Period for Facility C, that the Availability Period for Facility C be extended by up to 18 months in respect of an aggregate amount of the Available Facility for Facility C not exceeding £25,000,000. The Agent shall notify the Lenders promptly following receipt of such request.

(b)

If all the Lenders under Facility C agree in writing to the request of the Borrower, the original Availability Period for the relevant aggregate amount of the Available Facility for Facility C shall be extended in accordance with the notice from the Borrower (and such amount shall be allocated pro rata between the Available Commitments of each Lender under Facility C).

5.7

Cancellation of Commitment

(a)

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

(b)

Subject to paragraph (c) below, the Facility B Commitments as at the date of this Agreement which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B relating to Utilisations on the Closing Date.

(c)

The Facility B Commitments comprising the Facility B Re-Drawable Amount which,at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility B relating to Utilisations of the Facility B Re-Drawable Amount.

(d)

The Facility C Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for Facility C (such end date being that applicable to the relevant unutilised Facility C Commitments in the event that there has been an extension pursuant to Clause 5.6 (Extension of Availability Period for Facility C)).

(e)

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

Establishment of Incremental Facilities

6.1

Incremental Facility definitions

In this Agreement:

Incremental Facility Proportion means, in relation to a Proposed Facility Size, the proportion borne from time to time by a Participating Lender's proposed Incremental Facility Commitment to that Proposed Facility Size.

Incremental Facility Proposal means a notice from the Borrower addressed to each Lender which:

(a)

invites each Lender to participate in a proposed Incremental Facility; and

(b)

sets out the proposed Incremental Facility Terms applicable to that Incremental Facility and any fee or commission proposed to be payable to lenders under that proposed Incremental Facility.

Incremental Facility Shortfall means, in relation to a Proposed Facility Size, any amount by which that Proposed Facility Size exceeds the aggregate of the proposed Incremental Facility Commitments offered by the Participating Lenders pursuant to paragraph (b) of Clause 6.2 (Selection of Incremental Facility Lenders) (as adjusted, if applicable, pursuant to paragraph (d) of that Clause).

Incremental Facility Solicitation Period means, in relation to an Incremental Facility Proposal, the period of time starting on the date of that Incremental Facility Proposal and ending on the date which falls 30 Business Days after the date of that Incremental Facility Proposal.

Participating Lender means, in relation to an Incremental Facility Proposal, any Lender which makes an offer in respect of the Incremental Facility proposed in that Incremental Facility Proposal pursuant to paragraph (b) of Clause 6.2 (Selection of Incremental Facility Lenders).

Proposed Facility Size means, in relation to an Incremental Facility Proposal, the proposed Total Incremental Facility Commitments set out in that Incremental Facility Proposal.

6.2

Selection of Incremental Facility Lenders

(a)

Invitation to all Lenders: The Borrower shall solicit potential Incremental Facility Lenders for any proposed Incremental Facility by delivery of an Incremental Facility Proposal to the Agent and each Lender.

(b)

Xxxxxx's offer: Any Lender which wishes to become an Incremental Facility Lender in respect of an Incremental Facility proposed in an Incremental Facility Proposal shall enter into discussions with the other Lenders in order to agree the aggregate Incremental Facility Commitment to be offered by the Lenders and notify the Borrower and the Agent of the proposed Incremental Facility Commitment that it unconditionally offers to make available in respect of that proposed Incremental Facility no later than 5:00 p.m. on the last day of the Incremental Facility Solicitation Period relating to that Incremental Facility Proposal. Incremental Facility Commitments may only be offered by a Lender if the aggregate Incremental Facility Commitment of that Lender together with its Affiliates and Related Funds is in an amount equal to the pro rata share of that such Xxxxxx's (together with those of its Affiliates and Relates Funds) Commitments bears to the Total Commitments. A Lender shall be under no obligation to offer an Incremental Facility Commitment and may act in its absolute discretion when considering whether to offer an Incremental Facility Commitment.

(c)

Expiry of Xxxxxx's offer: Each Participating Lender's offer under paragraph (b) above (as adjusted, if applicable, pursuant to paragraph (d) below) in respect of an Incremental Facility proposed in an Incremental Facility Proposal shall, unless otherwise agreed by all the Participating Lenders under that Incremental Facility Proposal, expire on the earlier of:

(i)

the day falling 2 Business Days after the last day of the Incremental Facility Solicitation Period relating to that Incremental Facility Proposal; and

(ii)

the date of any Incremental Facility Notice delivered in respect of that proposed Incremental Facility.

(d)

Invitation to Participating Lenders if shortfall: If there is an Incremental Facility Shortfall relating to a Proposed Facility Size set out in an Incremental Facility Proposal, the Borrower shall invite each Participating Lender under that Incremental Facility Proposal to increase the proposed Incremental Facility Commitment offered by it in respect of the Incremental Facility proposed in that Incremental Facility Proposal by an amount no greater than its Incremental Facility Proportion of that Incremental Facility Shortfall.

(e)

Participating Lender's Incremental Facility Commitment: Each Participating Lender's Incremental Facility Commitment specified in any Incremental Facility Notice delivered in respect of an Incremental Facility proposed in an Incremental Facility Proposal shall, unless that Participating Lender agrees to be allocated an Incremental Facility Commitment in a lower amount, be in an amount equal to the amount of the proposed Incremental Facility Commitment offered by that Participating Lender in response to that Incremental Facility Proposal (as adjusted, if applicable, pursuant to paragraph (d) above).

(f)

Incremental Facility Terms: The Incremental Facility Terms specified in any Incremental Facility Notice delivered in respect of an Incremental Facility and any fee or commission payable to Incremental Facility Lenders under that Incremental Facility shall be the same as those set out in the Incremental Facility Proposal relating to that Incremental Facility.

(g)

Amendment and withdrawal: The Borrower shall not amend any Incremental Facility Proposal but may withdraw an Incremental Facility Proposal at any time.

(h)

Effect of withdrawal: Withdrawal of an Incremental Facility Proposal shall terminate the process set out in this Clause 6.2 in respect of the Incremental Facility proposed in that Incremental Facility Proposal and that Incremental Facility shall not be established.

6.3

Delivery of Incremental Facility Notice

(a)

On completion of the solicitation process set out in Clause 6.2 (Selection of Incremental Facility Lenders), the Borrower and each relevant Incremental Facility Lender may request the establishment of an Incremental Facility by the Borrower delivering to the Agent a duly completed Incremental Facility Notice not later than 15 Business Days prior to the proposed Establishment Date specified in that Incremental Facility Notice.

(b)

No Incremental Facility Notice may be delivered on or before the Closing Date.

6.4

Completion of an Incremental Facility Notice

(a)

The Incremental Facility Notice is irrevocable and will not be regarded as having been duly completed unless:

(i)

it sets out the Incremental Facility Terms applicable to the Incremental Facility, which must be those Incremental Facility Terms set out in the Incremental Facility Proposal;

(ii)

each of:

(A)

the Incremental Facility Terms; and

(B)

any fees payable to the arranger of the Incremental Facility,

comply with Clause 6.6 (Restrictions on Incremental Facility Terms and fees); and

(iii)

the Incremental Facility Lenders and the Incremental Facility Commitments set out in that Incremental Facility Notice have been selected and allocated in accordance with Clause 6.2 (Selection of Incremental Facility Lenders).

(b)

Only one Incremental Facility may be requested in an Incremental Facility Notice.

6.5

Maximum number of Incremental Facilities

The Borrower may not deliver an Incremental Facility Notice if as a result of the establishment of the proposed Incremental Facility two or more Incremental Facilities would have been established under this Agreement.

6.6

Restrictions on Incremental Facility Terms and fees

(a)

Currency: Any Incremental Facility shall be denominated in sterling.

(b)

Size: The Total Incremental Facility Commitments shall not, at any time, exceed £50,000,000.

(c)

Margin: The margin applicable to any Incremental Facility shall be equal to the Margin.

(d)

Commitment fee: The percentage rate per annum according to which the fee payable under Clause 15.1 (Commitment fee) in respect of an Incremental Facility is computed shall be 1.5% per annum.

(e)

Arrangement fee: The aggregate of any fees payable to the Arranger in connection with any Incremental Facility shall be 1.5%.

(f)

Borrower: Any Incremental Facility shall be available only to the Borrower.

(g)

No procurement of breach: Satisfaction of any Incremental Facility Conditions Precedent shall not breach any term of any Finance Document.

(h)

The repayment terms for any Incremental Facility shall be such that it is repayable in a single instalment on the Termination Date.

(i)

The Termination Date for any Incremental Facility shall be the Termination Date.

6.7

Conditions to establishment

(a)

The establishment of an Incremental Facility will only be effected in accordance with Clause 6.8 (Establishment of Incremental Facility) if:

(i)

on the date of the Incremental Facility Notice and on the Establishment Date:

(A)

no Event of Default is continuing and no Default would result from the establishment of the proposed Incremental Facility; and

(B)

the Repeating Representations to be made by each Obligor are true in all material respects; and

(ii)

the Agent has received confirmation from the Lenders that they have received, in form and substance satisfactory to the Lenders:

(A)

such documents (if any) as are reasonably necessary as a result of the establishment of that Incremental Facility to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and

(B)

any applicable Incremental Facility Supplemental Security.

(b)

The Agent shall notify the Borrower promptly upon the Lenders being satisfied under sub-paragraph (a)(ii) above (and shall confirm to the Lenders that it has so notified the Borrower).

(c)

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 (b) 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.

6.8

Establishment of Incremental Facility

(a)

If the conditions set out in this Agreement have been met the establishment of an Incremental Facility is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Incremental Facility Notice. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Incremental Facility Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Incremental Facility Notice.

(b)

The Agent shall only be obliged to execute an Incremental Facility Notice delivered to it by the Borrower 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 establishment of the relevant Incremental Facility.

(c)

On the Establishment Date:

(i)

subject to the terms of this Agreement the Incremental Facility Lenders make available a sterling term loan facility in an aggregate amount equal to the Total Incremental Facility Commitments specified in the Incremental Facility Notice which will be available to the Borrowers specified in the Incremental Facility Notice;

(ii)

each Incremental Facility Lender shall assume all the obligations of a Lender corresponding to the Incremental Facility Commitment (the Assumed Incremental Facility Commitment) specified opposite its name in the Incremental Facility Notice as if it had been an Original Lender in respect of that Incremental Facility Commitment;

(iii)

each of the Obligors and each Incremental Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Incremental Facility Lender would have assumed and/or acquired had that Incremental Facility Lender been an Original Lender in respect of the Assumed Incremental Facility Commitment;

(iv)

each Incremental Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Incremental Facility Lender and those Finance Parties would have assumed and/or acquired had the Incremental Facility Lender been an Original Lender in respect of the Assumed Incremental Facility Commitment; and

(v)

each Incremental Facility Lender shall become a Party as a Lender.

6.9

Notification of establishment

The Agent shall, as soon as reasonably practicable after the establishment of an Incremental Facility notify the Borrower and the Lenders of that establishment and the Establishment Date of that Incremental Facility.

6.10

Incremental Facility fees

(a)

The Borrower shall, on the date on which the establishment of an Incremental Facility becomes effective, pay to the Agent (for its own account) a fee of [***].

(b)

Subject to Clause 6.6 (Restrictions on Incremental Facility Terms and fees) the Borrower may:

(i)

pay to any Incremental Facility Lender a fee in the amount and at the times agreed between the Borrower and that Incremental Facility Lender in a Fee Letter; and

(ii)

pay to the Arranger a fee in the amount and at the times agreed between the Borrower and the Arranger in a Fee Letter.

6.11

Incremental Facility costs and expenses

6.12

Facilitation of establishment of Incremental Facility

(a)

This Clause 6.12 applies if an Incremental Facility is to be established.

(b)

Subject to paragraph (c) below, each Finance Party shall, at the request (and cost) of the Borrower, promptly:

(i)

execute any additional Transaction Security Documents creating Security for the Lenders under that Incremental Facility;

(ii)

do all such things or acts or execute all such documents; and

(iii)

give such instructions to the Security Agent,

as are reasonably necessary:

(A)

as a result of the establishment of that Incremental Facility in order to maintain the effectiveness of the Security, guarantees, indemnities and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents; and

(B)

to provide the Lenders under that Incremental Facility with the benefit of Security, guarantees, indemnities and other assurance against loss equivalent to the Security, guarantees, indemnities and other assurance against loss provided to the Lenders under each other Facility pursuant to the Finance Documents (other than any lack of equivalence directly consequent to being provided later in time).

(c)

This Clause 6.12 shall not require any Finance Party to facilitate:

(i)

an amendment to any Security, guarantee, indemnity or other assurance against loss constituted pursuant to any Transaction Security Document; or

(ii)

a release of the Transaction Security.

Section 4 – Repayment, prepayment and cancellation

Repayment

7.1

Repayment of Loans

(a)

The Borrower shall repay each Loan in full on the Termination Date.

(b)

The Borrower may not re-borrow any part of a Facility which is repaid (other than pursuant to paragraph (b) of Clause 10.3 (No re-borrowing)).

7.2

Extension of Termination Date

(a)

The Borrower may, by delivering an Extension Request to the Agent:

(i)

not later than 30 Business Days prior to the Termination Date (or such later date as the Borrower and the Agent on the instructions of all of the Lenders may agree); and

(ii)

not earlier than six months prior to the Termination Date (or such earlier date as the Borrower and the Agent on the instructions of all of the Lenders may agree),

request an extension of the Termination Date in relation to all or any of the Facilities to the date specified in that Extension Request (the Extended Termination Date).

(b)

An Extension Request is irrevocable.

(c)

The Borrower may deliver no more than one Extension Request.

(d)

The Agent (acting on the instructions of all the Lenders participating in that Facility) must respond to an Extension Request not later than 20 Business Days (or such later date as the Borrower and the Agent on the instructions of the Lenders may agree) after receipt of that Extension Request.

(e)

The Lenders may agree to or reject an Extension Request in their sole and absolute discretion, and nothing will oblige a Lender to agree to an Extension Request.

(f)

If the Agent does not respond to an Extension Request by the date specified in paragraph (d) above, then the Lenders will be deemed to have refused that Extension Request.

(g)

If a Lender (an Extending Lender) agrees to an Extension Request in accordance with this Clause 7.2, then the relevant extension of the Termination Date in relation to the Facilities or the Facility specified for that Lender will take effect on the date falling 5 Business Days after the date of their acceptance under paragraph (e) above, provided that:

(i)

the Agent has notified the Borrower that it has received (in form and substance satisfactory to it, acting on the instructions of all Lenders) any documents and other evidence the Agent has previously notified the Borrower it requires in order to ensure that the obligations of the Obligors under the Finance Documents, and the Transaction Security and any subordination expressed to be created under the Intercreditor Agreement or the SSO Subordination Agreement, will extend to the Total Commitments as amended by that extension;

(ii)

no Event of Default is continuing and no Default would result from the extension;

(iii)

the Repeating Representations deemed to be made at that time by each Obligor are true in all material respects; and

(iv)

the Borrower pays any extension fee agreed to the Extending Lenders as agreed between it and the Extending Lender in full at the time and in the amount set out in any Fee Letter referred to in Clause 15.5 (Extension fee).

(h)

If the Termination Date in relation to the Facilities or a Facility for an Extending Lender is extended under this Clause 7.2, then the Termination Date for that Facility or Facilities in relation to the Commitment of the relevant Extending Lenders will be the Extended Termination Date (or, if such date is not a Business Day, the immediately preceding Business Day).

Voluntary prepayment and cancellation

8.1

Voluntary cancellation

(a)

Subject to paragraph (b) below, the Borrower may, if it gives the Agent not less than 3 Business Days' (or such shorter period as all Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of £1,000,000) of an Available Facility. Any cancellation under this Clause 8.1 shall reduce the Commitments of the Lenders rateably under that Facility.

(b)

The Borrower shall not cancel any part of the Available Commitment with respect to a Facility on or prior to the Closing Date.

8.2

Voluntary prepayment

(a)

Subject to paragraph (b) below, the Borrower may, if it gives the Agent not less than 3 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of that Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of £5,000,000).

(b)

Subject to paragraph (c) below, a Loan may be prepaid only if all the Loans are:

(i)

prepaid at the same time; and

(ii)

prepaid in amounts which reduce the Loans by the same proportion.

(c)

A Facility B De-SPAC Prepayment shall be applied against Facility B Loans only.

8.3

Right of cancellation and repayment 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 16.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from the Borrower or an Obligor under Clause 16.3 (Tax indemnity) or Clause 17.1 (Increased Costs),

the Borrower 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 Xxxxxx and its intention to procure the repayment of that Xxxxxx's participation in the Loans.

(b)

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

(c)

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay the relevant Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

8.4

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 3 Business Days' notice of cancellation of each Available Commitment of that Lender.

(b)

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

(c)

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

Mandatory prepayment and cancellation

9.1

Illegality

If, in any applicable jurisdiction, it becomes unlawful for a 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 Xxxxxx shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrower, each Available Commitment of that Lender will be immediately cancelled; and

(c)

to the extent that the Xxxxxx's participation has not been transferred pursuant to Clause 39.7 (Replacement of Lender):

(i)

the Borrower shall repay that Xxxxxx's participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower 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

(ii)

that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

9.2

Sanctions Prepayment Events

(a)

In this Clause 9.2, Sanctions Prepayment Event means:

(i)

any representation or warranty made or deemed to be made in Clause 22.29 (Sanctions) (or in any equivalent provision of any other Finance Document) is or proves to have been incorrect or misleading when made or deemed to be made;

(ii)

a breach of any provision of Clause 25.35 (Sanctions – use and repayment of Loans) (or any equivalent provision of any other Finance Document); or

(iii)

any Lender determines that, as a result of performing any of its obligations as contemplated in the Finance Documents, or funding, issuing or maintaining its participation in any Loan, it is or may become non-compliant with or in violation of any Sanctions, or a Sanctions Restricted Person, or subject to any restrictions, exclusions or penalties (or otherwise any secondary sanctions) imposed by a Sanctions Authority.

(b)

If a Sanctions Prepayment Event occurs:

(i)

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

(ii)

no Lender will be obliged to fund a Utilisation; and

(iii)

if a Lender so requires and notifies the Borrower (through the Agent), that Xxxxxx's Available Commitments will be immediately cancelled, and the Borrower will repay that Xxxxxx's participation in the Loans on:

(A)

the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower; or

(B)

if earlier, the date specified by that Lender in the notice delivered to the Borrower (being no earlier than the date falling five Business Days prior to the last day of any applicable grace period permitted by law),

and that Xxxxxx's corresponding Commitments will be cancelled in the amount of the participations repaid.

9.3

Note prepayment due to Failure to List

(a)

In this Clause 9.4, Failure to List means the Notes are not Listed on or before 30 June 2024.

(b)

If the Borrower elects to redeem any Note pursuant to clause 10.4 (Right of cancellation and redemption in relation to a single Subscriber) of the Note Subscription Agreement as a result of a Failure to List:

(i)

the Borrower shall, together with notifying the Note Agent of that election, notify the Agent of the same;

(ii)

for a period of 10 Business Days following delivery of that notice to the Agent:

(A)

no Lender will be obliged to fund a Utilisation; and

(B)

if a Lender so requires and notifies the Borrower (through the Agent):

that Xxxxxx's Available Commitments will be immediately cancelled, and the Borrower will repay that Xxxxxx's participation in the Loans at the same time as redeeming the relevant Note(s); and

that Xxxxxx's corresponding Commitments will be cancelled in the amount of the participations repaid.

9.4

Mandatory Prepayment Events

(a)

In this Clause 9.4:

De-Listing means the shares of the De-SPAC Mergeco are not or cease to be listed, or are suspended from trading (for more than 90 days), on the New York Stock Exchange or another nationally recognised US stock exchange.

Mandatory Prepayment Event means:

(i)

any Nationalisation;

(ii)

a Change of Control;

(iii)

the sale of all or substantially all of the assets of the Group whether in a single transaction or a series of related transactions; or

(iv)

on or following De-SPAC Completion, a De-Listing.

Nationalisation means the authority or ability of the Parent or any Group Company to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to the Parent or any Group Company or any of its assets, where (in the reasonable opinion of the Majority Lenders) this has or is reasonably likely to have a Material Adverse Effect.

(b)

If a Mandatory Prepayment Event occurs:

(i)

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

(ii)

no Lender will be obliged to fund a Utilisation; and

(iii)

if a Lender so requires and notifies the Borrower (through the Agent):

(A)

that Xxxxxx's Available Commitments will be immediately cancelled, and the Borrower will repay that Xxxxxx's participation in the Loans within 10 Business Days of that notice; and

(B)

that Xxxxxx's corresponding Commitments will be cancelled in the amount of the participations repaid.

9.5

PC Disposal Proceeds

(a)

The Borrower shall (unless the Lenders agree otherwise) prepay Loans, and cancel Available Commitments, in amounts equal to any PC Disposal Proceeds:

(i)

if no Event of Default is continuing, and unless the Borrower makes an election under paragraph (c) below, at the end of the applicable PC Disposal Proceeds Spend Period to the extent not withdrawn during that period in accordance with paragraph 11.2.3 of clause 11.2 (Holding Account) of the Intercreditor Agreement; or

(ii)

if an Event of Default is continuing, upon the earlier of:

(A)

the end of the applicable PC Disposal Proceeds Spend Period, to the extent not withdrawn during that period in accordance with paragraph 11.2.3 of clause 11.2 (Holding Account) of the Intercreditor Agreement; and

(B)

the occurrence of an Acceleration Event,

in each case, in the order of application contemplated in paragraphs (b) to (d) inclusive below.

(b)

A prepayment under this Clause 9.5 shall prepay the Loans in amounts which reduce:

(i)

firstly, the Facility B Loans by the same proportion; and

(ii)

secondly, once all outstanding Facility B Loans have been repaid in full, the Facility A Loan, the Facility C Loans and any Incremental Facility Loans by the same proportion,

and to the extent the relevant PC Disposal Proceeds exceed the above amounts:

(A)

firstly, the Available Commitments under Facility B shall be cancelled and permanently reduced by the same proportion; and

(B)

secondly, the Available Commitments under Facility A, Facility C and any Incremental Facility shall be cancelled and permanently reduced by the same proportion.

(c)

Subject to paragraph (d) below, the Borrower:

(i)

may elect that any prepayment under this Clause 9.5 be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan; and

(ii)

if the Borrower makes that election in respect of a Loan then a proportion of that Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

(d)

If the Borrower has made an election under paragraph (c) above but an Event of Default is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be due and payable in accordance with sub-paragraph (a)(ii) above.

Restrictions

10.1

Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 8 (Voluntary prepayment and cancellation) or Clause 9 (Mandatory prepayment and cancellation) shall (subject to the terms of those Clauses) 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.

10.2

Interest and other amounts

Any prepayment of a Loan under this Agreement shall be made together with:

(a)

accrued interest on the amount prepaid; and

(b)

any applicable Make Whole Amount,

but otherwise without premium or penalty.

10.3

No re-borrowing

(a)

Subject to paragraph (b) below, the Borrower may not re-borrow any part of a Facility which is prepaid (including any part of the Facility B Re-Drawable Amount which is re-borrowed and subsequently prepaid).

(b)

If the Borrower notifies the Agent pursuant to Clause 8.2 (Voluntary prepayment) that it will make a Facility B De-SPAC Prepayment, then on the date upon which such prepayment occurs, the Facility B Commitments shall be reinstated pro rata and become available for re-borrowing in an amount equal to the amount of the Facility B Loans so prepaid (the Facility B Re-Drawable Amount).

10.4

Prepayment in accordance with Agreement

The Borrower 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.

10.5

No reinstatement of Commitments

Subject to Clause 2.3 (Increase) and Clause 10.3 (No re-borrowing), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10.6

Agent's receipt of notices

If the Agent receives a notice under Clause 8 (Voluntary prepayment and cancellation) or Clause 9 (Mandatory prepayment and cancellation), or an election under paragraph (c) of Clause 9.5 (PC Disposal Proceeds), it shall promptly forward a copy of that notice or election to either the Borrower or the affected Lender, as appropriate.

10.7

Effect of repayment and prepayment on Commitments

If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid, an amount of that Xxxxxx's Commitment (equal to 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.

10.8

Application of prepayments

Any prepayment of a Loan (other than a prepayment pursuant to Clause 9.1 (Illegality), Clause 9.2 (Sanctions Prepayment Events) or Clause 8.3 (Right of cancellation and repayment in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that Loan.

[Intentionally left blank]

Section 5 – Costs of utilisation

Interest

12.1

Calculation of interest

(a)

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

(i)

Margin; and

(ii)

Compounded Reference Rate for that day.

(b)

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

(c)

The amount of interest payable on each Loan for any day during an Interest Period is calculated as follows:

(i)

the outstanding amount of that Loan; multiplied by

(ii)

the aggregate of the applicable:

(A)

Margin; and

(B)

Compounded Reference Rate for that day; multiplied by

(iii)

the Day Count Fraction.

12.2

Payment of interest

(a)

The Borrower shall pay accrued interest on each Loan on each Interest Payment Date.

(b)

If the Compliance Certificate received by the Agent which relates to the relevant Annual Financial Statements shows that a higher Margin should have applied during a certain period, then the Borrower shall promptly pay in accordance with the terms of paragraph (e) of Clause 12.3 (Margin ratchet) to the Agent any amounts necessary to put the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period.

12.3

Margin ratchet

(a)

The initial Margin is the percentage rate per annum specified as such in the Reference Rate Terms.

(b)

The Margin shall subsequently be determined by reference to Group Leverage for each Relevant Period as shown in the Compliance Certificate for that Relevant Period delivered to the Agent pursuant to Clause 23.4 (Provision and contents of Compliance Certificates), and in the manner set out below in this Clause 12.3.

(c)

Subject to paragraphs (d) to (f) below, the Margin will be the percentage rate per annum set out below opposite the applicable range for Group Leverage for the Relevant Period:

Group Leverage	Margin % p.a.
Greater than or equal to 3.0: 1		6.5	%
Less than 3.0: 1 but greater than or equal to 2.5: 1		6.0	%
Less than 2.5: 1 but greater than or equal to 1.5: 1		5.75	%
Less than 1.5: 1		5.25	%

(d)

Any change in the Margin for a Loan shall take effect on the date (the reset date) which is the first day of the next Interest Period for that Loan following receipt by the Agent of the Compliance Certificate for the applicable Relevant Period pursuant to Clause 23.4 (Provision and contents of Compliance Certificate).

(e)

If, following receipt by the Agent of the Compliance Certificate related to the relevant Annual Financial Statements, that Compliance Certificate does not confirm the basis for a reduced Margin, then the provisions of paragraph (b) of Clause 12.2 (Payment of interest) shall apply and the Margin for each Loan during the period when such reduced Margin was applied shall be the percentage per annum determined using the table above and the revised Group Leverage calculated using the figures in that Compliance Certificate.

(f)

While an Event of Default is continuing, the Margin will be the highest percentage per annum set out above.

12.4

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is three per cent per annum higher than the rate which would have been payable and as if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 12.4 shall be immediately payable by the Obligor on demand by the Agent.

(b)

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

12.5

Notifications

(a)

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

(i)

the Borrower of that Interest Payment;

(ii)

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

(iii)

the relevant Lenders and the Borrower of:

(A)

each applicable rate of interest relating to the determination of that Interest Payment; and

(B)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Loan.

(b)

This paragraph (a) shall not apply to any Interest Payment determined pursuant to Clause 14.3 (Cost of funds).

(c)

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

(d)

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest relating to a Loan to which Clause 14.3 (Cost of funds) applies.

(e)

This Clause 12.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Interest Periods

13.1

Duration of Interest Periods

(a)

Each Interest Period for a Loan will start:

(i)

on its Utilisation Date; or

(ii)

if that Loan is already made, on the last day of its preceding Interest Period,

and, subject to this Clause 13.1, will end on the immediately following Interest Payment Date.

(b)

An Interest Period for a Loan which starts during an Interest Period for another Loan under the same Facility will end on the last day of the Interest Period for that other Loan.

(c)

An Interest Period for a Loan may not extend beyond the Termination Date.

13.2

Non-Business Days

Any rules specified as "Business Day Conventions" in the Reference Rate Terms shall apply to each Interest Payment Date as if that Interest Payment Date were the last day of a period of three Months.

13.3

Consolidation of Loans

If two or more Interest Periods:

(a)

relate to Loans under the same Facility; and

(b)

end on the same date,

those Loans will be consolidated into, and treated as, a single Loan under that Facility on the last day of the Interest Period.

Changes to the calculation of interest

14.1

Interest calculation if no RFR or Central Bank Rate

If:

(a)

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

(b)

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

Clause 14.3 (Cost of funds) shall apply to that Loan for that Interest Period.

14.2

Market disruption

If:

(a)

a Market Disruption Rate is specified in the Reference Rate Terms; and

(b)

before the Reporting Time, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

then Clause 14.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

14.3

Cost of funds

(a)

If this Clause 14.3 applies to a Loan for an Interest Period, Clause 12.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender's share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Agent by that Xxxxxx as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan and, if any such rate is below 1.5%, such rate shall be deemed to be 1.5%.

(b)

If this Clause 14.3 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Subject to Clause 39.5 (Changes to reference rates), any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)

If this Clause 14.3 applies pursuant to Clause 14.2 (Market disruption) and:

(i)

a Lender's Funding Rate is less than the Market Disruption Rate; or

(ii)

a Lender does not notify a rate to the Agent by the Reporting Time,

that Xxxxxx's cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a)(ii) above, to be the Market Disruption Rate.

(e)

If this Clause 14.3 applies the Agent shall, as soon as is practicable, notify the Borrower.

Fees

15.1

Commitment fee

(a)

The Borrower shall pay to each Lender under Facility B and each Lender under Facility C, for each day during an Interest Period a fee computed as follows:

(i)

that Xxxxxx's Available Commitment under the Facility B Re-Drawable Amount or Facility C (as applicable); multiplied by

(ii)

a commitment fee rate of 1.5% per annum; multiplied by

(iii)

the Day Count Fraction.

(b)

The Borrower shall pay to each Incremental Facility Lender in relation to an Incremental Facility, the percentage rate per annum specified in the Incremental Facility Notice relating to that Incremental Facility on that Incremental Facility Lender's Available Commitment under that Incremental Facility for the Availability Period applicable to that Incremental Facility.

(c)

The accrued commitment fee is payable:

(i)

on each Interest Payment Date;

(ii)

on the last day of the relevant Availability Period; and

(iii)

if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

(d)

No commitment fee is payable to a Lender on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

15.2

Upfront fee

The Borrower shall pay to the Arranger an upfront fee in the amount and at the times agreed in a Fee Letter.

15.3

Agency fee

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

15.4

Security Agent fee

The Borrower shall pay to the Security Agent (for its own account) a security agent fee in the amount and at the times agreed in a Fee Letter.

15.5

Extension fee

(a)

If the Termination Date is extended pursuant to Clause 7.2 (Extension of Termination Date), the Borrower shall, if so agreed between it and the Agent in a Fee Letter, pay to each Extending Lender (as such term is defined in that Clause 7.2) an extension fee in the amount set out in that Fee Letter.

(b)

Any extension fee is payable on or before the date on which the extension becomes effective pursuant to paragraph (h) of Clause 7.2 (Extension of Termination Date).

15.6

Make Whole Amount

(a)

In this Clause 15.6:

Make Whole Calculation End Date means, in relation to all or part of a Loan that is prepaid, the date falling 18 months after its Utilisation Date, provided that for these purposes:

(i)

any previous prepayment that was applied pro rata to Loans under a Facility or to reduce Loans under a Facility in the same proportion will be treated as if it had been applied against those Loans in chronological order of their respective Utilisation Dates; and

(ii)

any previous consolidation of a Loan with another Loan pursuant to Clause 13.3 (Consolidation of Loans) will be ignored.

Make Whole Period means, in relation to a prepayment of a Loan, the period from (and including) the date of prepayment through to (and including) the Make Whole Calculation End Date in respect of such Loan.

(b)

Subject to paragraph (d) below, the Borrower shall, together with making any prepayment or repayment of a Loan under this Agreement for any reason (whether voluntary or mandatory), pay to each relevant Lender a make whole amount (the Make Whole Amount) in sterling in the amount determined pursuant to paragraph (c) below.

(c)

The Make Whole Amount is the amount determined by the Agent (acting on the instructions of the Majority Lenders) to be equal to the aggregate of the amounts for each Interest Payment Date falling during the applicable Make Whole Period, such amounts calculated for each such Interest Payment Date as the product of:

(i)

the amount of the Loan that is prepaid;

(ii)

the Margin plus the Compounded Reference Rate, in each case, applicable to the prepaid Loan as at the date of prepayment; and

(iii)

the Day Count Fraction for the Interest Period ending on that Interest Payment Date (or, if the relevant prepayment occurred during that Interest Period, for the remainder of that Interest Period from (and including) the date of prepayment).

(d)

No Make Whole Amount shall be payable in respect of:

(i)

a Facility B De-SPAC Prepayment; or

(ii)

any prepayment occurring under Clause 8.3 (Right of cancellation and repayment in relation to a single Lender), Clause 9.1 (Illegality), Clause 9.3 (Note prepayment due to Failure to List) or Clause 26.19 (Acceleration).

Section 6 – Additional payment obligations

Tax gross-up and indemnities

16.1

Definitions

In this Agreement:

Borrower DTTP Filing means an HM Revenue & Customs' Form DTTP2 or DTTP2A duly completed and filed by the Borrower, which:

(a)

where it relates to a Treaty Lender that is an Original Lender:

(i)

contains the scheme reference number and jurisdiction of tax residence stated opposite that Xxxxxx's name in Part 2 of Schedule 1 (The Original Parties), and

(ii)

is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(b)

where it relates to a Treaty Lender that is not an Original Lender:

(i)

contains the scheme reference number and jurisdiction of tax residence stated in respect of that Xxxxxx in the documentation which it executes on becoming a Party as a Lender; and

(ii)

is filed with HM Revenue & Customs within 30 days of the date on which that Treaty Lender becomes a Party as a Lender that date.

Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender means:

(a)

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)

a Lender:

(A)

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

(B)

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

(ii)

a Lender which is:

(A)

a company resident in the United Kingdom for United Kingdom tax purposes;

(B)

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(C)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)

a Treaty Lender; or

(b)

a Lender which is a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.

Tax Confirmation means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)

a company resident in the United Kingdom for United Kingdom tax purposes;

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

Tax Credit means a credit against, relief from, remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 16.2 (Tax gross-up) or a payment under Clause 16.3 (Tax indemnity).

Treaty Lender means a Lender which:

(a)

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

(b)

does not carry on a business in the United Kingdom through a permanent establishment with which that Xxxxxx's participation in the Loan is effectively connected; and

(c)

fulfils any other conditions which must be fulfilled under the Treaty by residents of that Treaty State for such residents to obtain full exemption from UK taxation of interest payable to that Lender, subject to the completion of any relevant procedural formalities.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

UK Non-Bank Lender means a Lender which is not an Original Lender and which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

END OF DEFINITIONS

Unless a contrary indication appears, in this Clause 16 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

16.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)

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

(ii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender; and

(A)

an officer of HMRC has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and that Xxxxxx has received from the Obligor making the payment or from the Borrower a certified copy of that Direction; and

(B)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

(A)

the relevant Lender has not given a Tax Confirmation to the Borrower; and

(B)

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

(iv)

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

(e)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g)

(i)

Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(ii)

(A)

A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Part 2 of Schedule 1 (The Original Parties); and

(B)

a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

and, having done so, that Lender shall be under no obligation pursuant to paragraph (i) above.

(h)

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

(i)

the Borrower has not made a Borrower DTTP Filing in respect of that Lender; or

(ii)

the Borrower has made a Borrower DTTP Filing in respect of that Lender but:

(A)

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

(B)

HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or

(C)

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

and in each case, the Borrower has notified that Xxxxxx in writing, that Xxxxxx and the Borrower shall co-operate in completing any additional procedural formalities necessary for the Borrower to obtain authorisation to make payments to that Lender without a Tax Deduction.

(i)

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

(j)

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

(k)

A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation.

16.3

Tax indemnity

(a)

The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

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

(B)

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

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 16.2 (Tax gross-up);

(B)

would have been compensated for by an increased payment under Clause 16.2 (Tax gross-up) but was not so compensated for solely because one of the exclusions in paragraph (d) of Clause 16.2 (Tax gross-up) applied; or

(C)

relates to a FATCA Deduction required to be made by a Party.

(c)

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

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 16.3, notify the Agent.

16.4

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

16.5

Lender status confirmation

Each Lender which is not an Original Lender shall indicate, in the documentation which it executes on becoming a Party as a Lender, for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(a)

not a Qualifying Lender;

(b)

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

(c)

a Treaty Lender.

If such a Lender fails to indicate its status in accordance with this Clause 16.5 then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which of the categories it falls into (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 16.5.

16.6

Stamp taxes

The Borrower shall pay and, within five Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, provided that the indemnity in this Clause 16.6 shall not apply in respect of any such Taxes payable in in respect of any assignment or transfer by a Lender of its rights and obligations under any Finance Documents.

16.7

VAT

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

(d)

Any reference in this Clause 16.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

(e)

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

16.8

FATCA information

(a)

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

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

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

(iii)

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

100

(b)

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

(c)

Paragraph ‎(a) above shall not oblige any Finance Party to do anything and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

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

16.9

FATCA Deduction

(a)

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

(b)

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

Increased Costs

17.1

Increased Costs

(a)

Subject to Clause 17.3 (Exceptions) the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;

(ii)

compliance with any law or regulation made after the date of this Agreement; or

(iii)

compliance with CRD IV or any law or regulation implementing it or Basel III.

101

(b)

In this Agreement:

Basel III means:

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity, risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated;

(c)

the agreements contained in "Basel III: Finalising post-crisis reforms" published by the Basel Committee on Banking Supervision in December 2017 as amended, supplemented or restated; and

(d)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

CRD IV means EU CRD IV and UK CRD IV.

EU CRD IV means:

(a)

(b)

"Directive 2013/36/EU of the European Parliament and of the Council dated 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC", as amended from time to time.

Increased Costs means:

(a)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;

(b)

an additional or increased cost; or

(c)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

UK CRD IV means:

(a)

"Regulation (EU) No 575/2013 of the European Parliament and of the Council dated 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012" as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "Withdrawal Act"); and

102

(b)

the law of the United Kingdom or any part of it, which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and

(c)

direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day (as defined in the European Union (Withdrawal Agreement) Act 2020) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act.

17.2

Increased Cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 17.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Agent or the Borrower, provide a certificate confirming the amount of its Increased Costs.

17.3

Exceptions

(a)

Clause 17.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

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

(iii)

compensated for by Clause 16.3 (Tax indemnity) (or would have been compensated for under Clause 16.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 16.3 (Tax indemnity) applied); or

(iv)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)

In this Clause 17.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 16.1 (Definitions).

Other indemnities

18.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

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(ii)

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

that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Secured Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

18.2

Other indemnities

(a)

The Borrower shall (or shall procure that another Obligor will), within five Business Days of demand, indemnify the Arranger and each other Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(i)

the occurrence of any Event of Default;

(ii)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties);

(iii)

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(iv)

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

(b)

The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of any Funded PC Acquisition or the funding of any Funded PC Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning a Funded PC Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).

18.3

Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against:

(a)

any cost, expense (including legal fees), loss or liability incurred by the Agent:

(i)

(acting reasonably) as a result of:

(A)

investigating any event which it reasonably believes is a Default; or

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(B)

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

(C)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or

(ii)

as a result of any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and

(b)

any cost, expense (including legal fees), loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause ‎33.11 (Disruption to payment systems etc.)) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever, but not including any claim based on the fraud of the Agent, in acting as Agent under the Finance Documents.

(c)

This Clause 18.3 shall survive and continue in full force and effect notwithstanding the termination of this Agreement or the retirement or termination of the appointment of the Agent.

18.4

Indemnity to the Security Agent

(a)

Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, expense (including legal fees), loss or liability incurred by any of them as a result of:

(i)

any failure by the Borrower to comply with its obligations under Clause 20 (Costs and expenses);

(ii)

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

(iii)

the taking, holding, protection or enforcement of the Transaction Security;

(iv)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(v)

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

(vi)

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 18.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.

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(c)

This Clause 18.4 shall survive and continue in full force and effect notwithstanding the termination of this Agreement or the retirement or termination of the appointment of the Agent.

Mitigation by the Lenders

19.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in:

(i)

any Facility ceasing to be available; or

(ii)

any amount becoming payable under or pursuant to, or cancelled,

pursuant to any of Clause 9.1 (Illegality), Clause 16 (Tax gross-up and indemnities) or Clause 17 (Increased Costs) including transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

19.2

Limitation of liability

(a)

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 19.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause 19.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Costs and expenses

20.1

Transaction expenses

The Borrower shall promptly on demand pay the Agent, the Arranger and the Security Agent the amount of all costs and expenses (including legal fees up to any pre-agreed caps) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with the negotiation, preparation, execution and perfection of:

(a)

this Agreement and any other documents referred to in this Agreement and the Transaction Security (including in connection with the administration of the Transaction Security); and

(b)

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

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20.2

Amendment costs

Subject to Clause 20.4 (Reference Rate transition costs), if:

(a)

an Obligor requests an amendment, waiver, release, or consent in relation to, any Finance Document;

(b)

an amendment is required pursuant to Clause 33.10 (Change of currency); or

(c)

the Borrower is required to replace the Account Bank pursuant to clause 11.4 (Account Bank) of the Intercreditor Agreement,

the Borrower shall, within five Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees up to any pre-agreed caps) reasonably incurred by it (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying (including in connection with any release of the Transaction Security) with that request or requirement.

20.3

Enforcement and preservation costs

The Borrower shall, within three Business Days of demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement or realisation (or attempted enforcement or realisation) of, or the preservation (or attempted preservation) of any rights under, any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

20.4

Reference rate transition costs

The Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with any amendment or waiver requested or made pursuant to Clause 39.5 (Changes to reference rates).

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Section 7 – Guarantee

Guarantee and indemnity

21.1

Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)

guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

(b)

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 21 if the amount claimed had been recoverable on the basis of a guarantee.

21.2

Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

21.3

Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security, recovery or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 21 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

21.4

Waiver of defences

The obligations of each Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice any of its obligations under this Clause 21 (whether or not known to it or any Finance Party) including:

(a)

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

(b)

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

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(c)

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

(d)

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

(e)

any amendment, novation, supplement, extension (whether of maturity or otherwise, including pursuant to Clause 7.2 (Extension of Termination Date)), restatement (in each case however fundamental and of whatsoever nature, and whether or not more onerous) or replacement of any Finance Document or any other document or security, restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)

any insolvency or similar proceedings.

21.5

Guarantor intent

Without prejudice to the generality of Clause 21.4 (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension (whether of maturity or otherwise, including pursuant to Clause 7.2 (Extension of Termination Date)) or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following:

(a)

business acquisitions of any nature;

(b)

increasing working capital;

(c)

enabling investor distributions to be made;

(d)

carrying out restructurings;

(e)

refinancing existing facilities;

(f)

refinancing any other indebtedness;

(g)

making facilities available to new borrowers;

(h)

any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and

(i)

any fees, costs and/or expenses associated with any of the foregoing.

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21.6

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 21. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

21.7

Appropriations

During the Liability Period, each Finance Party (or any trustee or agent on its behalf) may:

(a)

refrain from applying or enforcing any other moneys, Security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of amounts which may be or become payable by the Obligors under or in connection with the Finance Documents, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 21.

21.8

Deferral of Guarantors' rights

(a)

During the Liability Period, and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 21:

(i)

to receive or claim payment from or be indemnified by an Obligor;

(ii)

to claim any contribution from any other guarantor of, or provider of Security in respect of, any Obligor's obligations under the Finance Documents;

(iii)

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

(iv)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 21.1 (Guarantee and indemnity);

(v)

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

(vi)

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

(b)

If a Guarantor receives any benefit, payment or distribution in relation to any rights referred to in paragraph (a) above it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 33 (Payment mechanics).

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21.9

Release of Guarantors' right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a)

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b)

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

21.10

Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

21.11

Guarantee limitations

This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 or 679 of the Act and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.

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Section 8 – Representations, warranties, undertakings and Events of Default

Representations and warranties

22.1

General

Each Obligor makes the representations and warranties set out in this Clause 22 to each Finance Party.

22.2

Status

(a)

Each Obligor is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction.

(b)

Each of its other Subsidiaries is a limited liability corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(c)

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

22.3

Binding obligations

Subject to the Legal Reservations and (in the case of the Transaction Security Documents) to completion of the Perfection Requirements:

(a)

the obligations expressed to be assumed by it and the Parent in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations; and

(b)

(without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates (or will, upon its execution and delivery, create) the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

22.4

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party and the granting of the Transaction Security do not and will not conflict with:

(a)

any law or regulation applicable to it or a CorpAcq Holdco;

(b)

the constitutional documents of any Group Company or a CorpAcq Holdco; or

(c)

any Material Contract (other than any Minority Shareholders Agreement not relating to a Charged Group Company); or

(d)

any other agreement or instrument binding upon it, a CorpAcq Holdco or any Group Company or any of its or any Group Company's assets (including any Minority Shareholders Agreement not relating to a Charged Group Company) or constitute a default or termination event (however described) under any such agreement or instrument, where this has or is reasonably likely to have a Material Adverse Effect, or could result in a liability for a Finance Party.

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22.5

Power and authority

(a)

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.

(b)

No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

22.6

Validity and admissibility in evidence

(a)

Subject to the Legal Reservations, all Authorisations required or desirable:

(i)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(ii)

to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions;

have been obtained or effected and are in full force and effect, except any Authorisation referred to in Clause 22.9 (No filing or stamp taxes).

(b)

All Authorisations necessary for the conduct of the business, trade and ordinary activities of the Group Companies and the CorpAcq Holdcos have been obtained or effected and are in full force and effect, except where this does not have and is not reasonably likely to have a Material Adverse Effect.

22.7

Governing law and enforcement

Subject to the Legal Reservations:

(a)

the choice of governing law of each Finance Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions; and

(b)

any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

22.8

Insolvency

(a)

No:

(i)

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.7 (Insolvency proceedings); or

(ii)

creditors' process described in Clause 26.8 (Creditors' process),

has been taken or, to the knowledge of the Parent or the Borrower, threatened in writing in relation to a Group Company or a CorpAcq Holdco; and none of the circumstances described in Clause 26.6 (Insolvency) applies to a Group Company or a CorpAcq Holdco.

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(b)

Save as expressly disclosed to the Lenders in writing prior to the date of this Agreement, the value of the assets of each Obligor and each other Group Company is not less than its liabilities (taking into account contingent and prospective liabilities).

(c)

The Borrower has no reasonable grounds to believe that any Obligor or Group Company (other than a Dormant Subsidiary) in respect of which it has made disclosure under paragraph (b) above will, as a result of the disclosed situation, become subject to any corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.7 (Insolvency proceedings).

22.9

No filing or stamp taxes

Under the laws of its Relevant Jurisdiction it is not necessary that:

(a)

any of the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction; or

(b)

any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any of the Finance Documents or any of the transactions contemplated by the Finance Documents,

except for registration of particulars of the Transaction Security Documents at Companies House in England and Wales under section 859A of the Act and payment of associated fees, which registrations and fees will be made and paid promptly after the date of the relevant Finance Document.

22.10

Deduction of Tax

It is not required to make any Tax Deduction (as defined in Clause 16.1 (Definitions)) from any payment it may make under any Finance Document to a Lender which is:

(a)

a Qualifying Lender:

(i)

falling within sub-paragraph (a)(i) of the definition of Qualifying Lender in Clause 16.1 (Definitions); or

(ii)

except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 16.1 (Definitions); or

(iii)

falling within paragraph (b) of the definition of Qualifying Lender in Clause 16.1 (Definitions); or

(b)

a Treaty Lender where the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

22.11

No default

(a)

No Event of Default and, on the date of this Agreement and the Closing Date, no Default is continuing or is reasonably likely to result from the making of any Loan or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

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(b)

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it, any of its Subsidiaries or a CorpAcq Holdco or to which its (or any of its Subsidiaries' or a CorpAcq Holdco's) assets are subject which has or is reasonably likely to have a Material Adverse Effect.

22.12

No misleading information

Save as disclosed in writing to the Agent and the Arranger prior to the date of this Agreement (or, in the case of PC Acquisition Information Package for a Funded PC Acquisition, to the Agent prior to the relevant Utilisation Date):

(a)

any factual information contained in an Information Package was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

(b)

the Base Case Model has been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements of the Borrower and the Accountants' Report, and the financial projections contained in the Base Case Model have been prepared on the basis of recent (as at the time it was prepared) historical information, are fair and based on reasonable assumptions and have been approved by the board of directors of the Borrower;

(c)

any financial projection or forecast contained in an Information Package has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration;

(d)

the expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of an Information Package were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds;

(e)

no event or circumstance has occurred or arisen and no information has been omitted from an Information Package, and no information has been given or withheld, that may reasonable be expected to result in the information, opinions, intentions, forecasts or projections contained in that Information Package being untrue or misleading in any material respect;

(f)

all material information provided to a Finance Party by or on behalf of the Borrower in connection with the De-SPAC, the Parent or the Group on or before the date of this Agreement (whether or not contained in the Initial Information Package), and not superseded by other information so provided before that date, is accurate and not misleading in any material respect, and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

(g)

all other written information provided by the Parent or any Group Company (including its advisers) to a Finance Party or the provider of any Report (including in a PC Acquisition Information Package or otherwise in connection with a PC Acquisition) was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect.

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22.13

Financial Statements

(a)

Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

(b)

Its unaudited Original Financial Statements (if applicable) fairly present its financial condition and its results of operations as at the end of and for the relevant Financial Quarter.

(c)

Its audited Original Financial Statements fairly present its financial condition and its results of operations during the relevant financial year.

(d)

Its and the De-SPAC Mergeco’s (if applicable) most recent financial statements delivered pursuant to Clause 23.3 (Financial statements):

(i)

have been prepared in accordance with the Accounting Principles as applied to its Original Financial Statements (if applicable) and (in the case of a Group Member) the Base Case Model; and

(ii)

fairly present its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

(e)

The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable (in the reasonable opinion of the Borrower) as at the date they were prepared and supplied.

22.14

No proceedings

(a)

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which are reasonably likely to be adversely determined and, if adversely determined, are reasonably likely to have a Material Adverse Effect (taking into account any reserves made and the benefit of any applicable warranties, indemnification or insurance cover) have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it, any of its Subsidiaries or any CorpAcq Holdco.

(b)

No judgment or order of a court, arbitral body or agency which is reasonably likely to have a Material Adverse Effect (taking into account any reserves made and the benefit of any applicable warranties, indemnification or insurance cover) has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it, any of its Subsidiaries or any CorpAcq Holdco.

22.15

No breach of laws

(a)

It has not (and none of its Subsidiaries has and nor has any CorpAcq Holdco) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

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(b)

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened in writing against any Group Company or any CorpAcq Holdco which have or are reasonably likely to have a Material Adverse Effect.

22.16

Environmental Laws

(a)

Each Group Company is in compliance with Clause 25.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect (taking into account any reserves made and the benefit of any applicable warranties, indemnification or insurance cover).

(b)

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any Group Company where that claim has a Material Adverse Effect or is reasonably likely to be adversely determined and, if adversely determined, is reasonably likely to have a Material Adverse Effect (taking into account any reserves made and the benefit of any applicable warranties, indemnification or insurance cover).

22.17

Taxation

(a)

It is not (and none of its Subsidiaries is and nor is any CorpAcq Holdco) materially overdue in the filing of any Tax returns, and it is not (and none of its Subsidiaries is and no CorpAcq Holdco is) overdue in the payment of any amount in respect of Tax of £1,000,000 (or its equivalent in any other currency) or more.

(b)

Subject to paragraph (c) below, no claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries or any CorpAcq Holdco) with respect to Taxes, such that a liability of, or claim against, any Group Company of £1,000,000 (or its equivalent in any other currency) or more is reasonably likely to arise.

(c)

Paragraph (b) above does not apply to the ongoing (as at the date of this Agreement) tax investigation and related claim (the SSO Tax Claim) against the Borrower by HMRC in respect of consultancy fees charged by SSO to the Borrower for the period April 2009 through December 2013 in the total amount of [***].

(d)

The total liability of the Borrower in respect of the SSO Tax Claim will not exceed [***].

(e)

It is resident for Tax purposes only in its Original Jurisdiction.

22.18

Anti-corruption law and anti-money laundering

(a)

It, each CorpAcq Holdco and each Group Company has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(b)

No director or officer of a CorpAcq Holdco or the Borrower has engaged in any activity or conduct which could violate any applicable anti-bribery, anti-corruption or anti-money laundering laws or regulations.

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22.19

Security and Financial Indebtedness

(a)

No Security or Quasi-Security exists over all or any of the present or future assets of any Group Company other than as permitted by this Agreement.

(b)

No Group Company has any Financial Indebtedness outstanding other than as permitted by this Agreement.

22.20

Ranking

The Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security, subject to:

(a)

the Legal Reservations and completion of the Perfection Requirements;

(b)

the existence of the Alcentra Security, the Opus Security and the Prefequity Security prior to its discharge on the relevant date specified in Clause 25.39 (Conditions subsequent to Closing Date Utilisations); and

(c)

any Security granted by CorpAcq Properties Limited over Real Property or any interest in Real Property falling within paragraph (k) of the definition of “Permitted Security”.

22.21

Good title to assets

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted, save where failure to do so does not have and is not reasonably likely to have a Material Adverse Effect.

22.22

Legal and beneficial ownership

It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.

22.23

Shares

(a)

The Charged Shares are each fully paid.

(b)

Save as expressly disclosed to and approved by the Lenders prior to the creation of the Transaction Security over the shares in the relevant Charged Group Company:

(i)

the shares in each Charged Group Company and each of its Subsidiaries are not subject to any option to purchase or similar rights; and.

(ii)

the Constitutional Documents of each Charged Group Company and the Constitutional Documents of each of its Subsidiaries do not and could not, and there is no agreement or other arrangement between any Group Company and any other person that does or could, restrict or inhibit the creation or enforcement of the Transaction Security over any of the Charged Shares in that Charged Group Company; and

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(iii)

there are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any Charged Group Company (including any option or right of pre-emption or conversion).

(c)

To the extent any Minority Shareholder in a Minority Group Company (other than a Dormant Subsidiary) has any rights referred to in paragraph (b) above, that Minority Shareholder has irrevocably and effectively waived such rights in a Minority Shareholder Waiver Letter.

(d)

As of the date of this Agreement Pyrogen Services Limited is a Dormant Subsidiary.

22.24

Intellectual Property

It and each of its Subsidiaries:

(a)

is the sole legal and beneficial owner of or has licensed to it all the Intellectual Property which is required by it in order to carry on its business as it is being conducted; and

(b)

has taken all formal or procedural actions (including payment of fees) required to maintain any Intellectual Property owned by it,

where failure to do so has or is reasonably likely to have a Material Adverse Effect, and it does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect where this has or is reasonably likely to have a Material Adverse Effect.

22.25

Group Structure Chart

The Group Structure Chart most recently delivered to the Agent in accordance with this Agreement is true, complete and accurate in all material respects as at the date it was delivered, and shows the following information:

(a)

each Obligor and Group Company, including current name and company registration number, its Original Jurisdiction (in the case of an Obligor), its jurisdiction of incorporation (in the case of a Group Company which is not an Obligor) and/or its jurisdiction of establishment, a list of shareholders and indicating whether a company is or is not a company with limited liability;

(b)

in respect of each Group Structure Chart delivered after De-SPAC Completion, the shareholding structure in the Parent up to and including the De-SPAC Mergeco, including current name and company registration number, jurisdiction of incorporation and/or jurisdiction of establishment, and indicating whether a company is or is not a company with limited liability;

(c)

all minority interests in any Group Company and any person in which any Group Company holds shares in its issued share capital or equivalent ownership interest of such person; and

(d)

all outstanding Adverse Share Rights.

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22.26

Accounting Reference Date

The last day of the Financial Year of the Borrower is 31 December.

22.27

Material Contracts and other documents

(a)

The Constitutional Documents of each Charged Group Company (together with, in the case of a Charged Group Company that is a Minority Group Company, the relevant Minority Shareholders' Agreement and the relevant Minority Shareholder Waiver Letter, if applicable) (as amended to the extent permitted under this Agreement) contain all the material terms of all the agreements and arrangements between any Group Company and any other person in relation to the Charged Shares.

(b)

The Parent Investment Agreement and the Constitutional Documents of the Parent (as amended to the extent required or permitted under this Agreement) contain all the terms of the Preference Shares and the other shares issued by the Parent.

(c)

As at the Closing Date:

(i)

save for the SSO Invoices, the agreements listed in Schedule 10 (Material Contracts) contain all the material terms of all the agreements and arrangements between any Group Company and any Parent Affiliate (other than another Group Company);

(ii)

the Minority Shareholders’ Agreements listed in Schedule 10 (Material Contracts) are the only such agreements relating to a Charged Group Company that is not a Dormant Subsidiary;

(iii)

save for the SSO Invoices, the Shareholder Loan Agreements and the agreements or other documents relating to the Investor Loans listed in Schedule 10 (Material Contracts) are the only loan agreements or agreements evidencing Financial Indebtedness of the Borrower to any Parent Affiliate; and

(iv)

the Adverse Share Rights and the Adverse Terms (where applicable) described in the relevant summary delivered to the Agent under Part 1 of Schedule 2 (Conditions precedent) are the only such rights relating to any shares in a Group Company (save for any such rights contained in a Minority Shareholders’ Agreement relating to a Charged Group Company that is not a Dormant Subsidiary, and delivered to the Agent under that Schedule 2);

(v)

the Adverse Terms described in the relevant summary delivered to the Agent under Part 1 of Schedule 2 (Conditions precedent) are the only such terms of any Financial Indebtedness of a Portfolio Group Company, where the amount of such Financial Indebtedness exceeds £2,500,000; and

(vi)

TH Opus S.à x.x. is the sole holder of Opus Warrants and Opus Bonds.

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(d)

There are no restrictions (whether contained in a Material Contract or in any other document) on the ability of an Obligor to assign or otherwise grant Transaction Security over its rights and interest under its Material Contracts pursuant to the Transaction Security Documents, other than in any Minority Shareholders Agreement:

(i)

relating to a Dormant Subsidiary; or

(ii)

where such rights have been irrevocably and effectively waived in a Minority Shareholder Waiver Letter.

(e)

Except as disclosed to the Agent prior to the date the relevant Material Contract is first delivered to the Agent under this Agreement or another Finance Document or as subsequently notified to the Agent pursuant to this Agreement or another Finance Document:

(i)

each of its and its Subsidiaries' Material Contracts (other than any Minority Shareholders Agreement not relating to a Charged Group Company):

(A)

is in full force and effect (and any condition precedent to its coming into force was satisfied by the date specified for the same in that Material Contract), and has not been terminated, cancelled, suspended (including, without limitation, by reason of force majeure) or repudiated by any party thereto, except as permitted by this Agreement or another Finance Document; and

(B)

has not been amended, waived or varied from the form first delivered to the Agent under this Agreement, except as permitted by this Agreement or another Finance Document; and

(ii)

there are no written or oral agreements or arrangements between it or any of its Subsidiaries and any counterparty to any of its Material Contracts (other than any Minority Shareholders Agreement not relating to a Charged Group Company), which derogate from the material obligations of such counterparty under that Material Contract.

(f)

In relation to any Minority Shareholders Agreement not relating to a Charged Group Company, save as disclosed in the summary of the Adverse Terms of that Minority Shareholders Agreement delivered to the Agent under this Agreement or as subsequently notified to the Agent pursuant to this Agreement:

(i)

that Minority Shareholders Agreement:

(A)

is in full force and effect (and any condition precedent to its coming into force was satisfied by the date specified for the same in that Minority Shareholders Agreement), and has not been terminated, cancelled, suspended (including, without limitation, by reason of force majeure) or repudiated by any party thereto, except as permitted by this Agreement or another Finance Document; and

(B)

has not been amended, waived or varied from the form first delivered to the Agent under this Agreement, except as permitted by this Agreement or another Finance Document; and

(ii)

there are no written or oral agreements or arrangements between it or any of its Subsidiaries and any Minority Shareholder, which derogate from the material obligations of such Minority Shareholder under that Minority Shareholders Agreement.

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22.28

Pensions

Neither it nor any of its Subsidiaries is or has at any time been:

(a)

an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); or

(b)

"connected" with or an "associate" of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

22.29

Sanctions

(a)

Subject to paragraph (b) below, no Obligor, Group Company, CorpAcq Holdco or any directors of any of them:

(i)

is a Sanctions Restricted Person;

(ii)

is listed, or is owned or controlled, directly or indirectly, by any Sanctions Restricted Person;

(iii)

has knowingly colluded in any money laundering activity;

(iv)

has at any time entered into transactions with any Sanctions Restricted Person or knowingly breached any Sanctions;

(v)

is or ever has been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions;

(vi)

is engaging or has engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, or with the object or effect of circumventing directly or indirectly, any Sanctions applicable to it; or

(vii)

has engaged or is engaging, directly or knowingly indirectly, in any trade, business, dealings or other activities with or for the benefit of any Sanctions Restricted Person,

and the internal procedures and controls of it, each of its Subsidiaries and each CorpAcq Holdco are sufficient to ensure compliance with Sanctions.

(b)

The representations and warranties in paragraphs(a) above shall not apply to the extent it would cause a Finance Party to breach any Anti-Boycott Law.

22.30

NSI Act acquisitions

No Original Obligor has made, or been the subject of, a "notifiable acquisition" for the purposes of the NSI Act or entered into or been the subject of any other transaction that could reasonably be expected to be subject to review under the NSI Act, save where any required consent of the Secretary of State or any other person has been obtained and all applicable provisions of the NSI Act have otherwise been complied with.

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22.31

PSC Regime

(a)

Each Obligor that owns shares in a Charged Group Company incorporated in England and Wales, the Borrower, the Parent and the shareholders in the Parent has complied in full with any obligations it has to provide information to the relevant Charged Group Company, the Borrower or the Parent under the PSC Regime.

(b)

No Obligor, the Borrower, the Parent or the shareholders in the Parent that owns shares in a Charged Group Company incorporated in England and Wales, the Borrower or the Parent has received a "warning notice" nor a "restrictions notice" (each as defined in Schedule 1B to the Companies Act 2006) in connection with its ownership of shares in that company which remains in effect.

22.32

Times when representations and warranties made

(a)

All the representations and warranties in this Clause 22 are made by each Original Obligor on the date of this Agreement, except for the representations and warranties set out in:

(i)

paragraphs (a) to (e) of Clause 22.12 (No misleading information), which are deemed to be made by each Obligor:

(A)

with respect to the Base Case Model, on the date of this Agreement and on the Closing Date;

(B)

with respect to the Initial Information Package (other than the Base Case Model), on the date of this Agreement; and

(C)

with respect to any PC Acquisition Information Package, on the Completion Date for the relevant PC Acquisition or (if later) the date of delivery to the Agent of that PC Acquisition Information Package.

(b)

All the representations and warranties in this Clause 22 are deemed to be made by each Obligor on the Closing Date.

(c)

Subject to paragraph (d) below, the Repeating Representations are deemed to be made by each Obligor:

(i)

on the date of each Utilisation Request;

(ii)

on each Utilisation Date;

(iii)

on the first day of each Interest Period;

(iv)

on the date of delivery of an Extension Request;

(v)

on the date of each Incremental Facility Notice;

(vi)

on each Establishment Date; and

(vii)

on the date on which an extension of the Termination Date becomes effective pursuant to Clause 7.2 (Extension of Termination Date).

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(d)

The Repeating Representations contained in paragraphs (a) to (c) of Clause 22.13 (Financial statements) will cease to be deemed to be made by each Obligor once subsequent financial statements have been delivered under this Agreement.

(e)

All the representations and warranties in this Clause 22 except Clause 22.12 (No misleading information) and Clause 22.25 (Group Structure Chart) are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.

(f)

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Information undertakings

23.1

Duration

The undertakings in this Clause 23 remain in force from the date of this Agreement until the expiry of the Liability Period.

23.2

Definitions

In this Clause 23:

Annual Financial Statements means the financial statements for a Financial Year delivered pursuant to paragraph (a) or paragraph (b) of Clause 23.3 (Financial statements).

Quarterly Financial Statements means the financial statements delivered pursuant to paragraph (d) of Clause 23.3 (Financial statements).

Semi-Annual Financial Statements means the financial statements delivered pursuant to paragraph (c) of Clause 23.3 (Financial statements).

23.3

Financial statements

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a)

as soon as they are available, but in any event within 180 days (after the end of each of its Financial Years:

(i)

its audited consolidated financial statements for that Financial Year; and

(ii)

if De-SPAC Completion has not occurred prior to or during that Financial Year, the reviewed financial statements of the Parent for that Financial Year, beginning with the Financial Year ending 31 December 2023; or

(iii)

if De-SPAC Completion has occurred prior to or during that Financial Year, the audited consolidated financial statements of the De-SPAC Mergeco for that Financial Year;

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(b)

as soon as they are available, but in any event within 270 days after the end of each Financial Year, the audited financial statements of each Guarantor (other than the Parent) and each Operating Company for that Financial Year;

(c)

as soon as they are available, but in any event within 90 days after the end of each Financial Half-Year:

(i)

the semi-annual consolidated financial statements of the Parent for that Financial Half-Year (provided that the Borrower shall be obliged to do so only once the Parent starts producing such financial statements), reviewed by the Borrower’s Auditors; and

(ii)

if De-SPAC Completion has occurred prior to or during that Financial Half-Year, the semi-annual consolidated financial statements of the De-SPAC Mergeco for that Financial Half Year, reviewed by the auditors; and

(d)

as soon as they are available, but in any event within 30 days after the end of each Financial Quarter:

(i)

the consolidated management accounts of the Borrower for that Financial Quarter; and

(ii)

the management accounts of each Operating Company for that Financial Quarter.

23.4

Provision and contents of Compliance Certificate

(a)

The Borrower shall supply a Compliance Certificate to the Agent with each set of Annual Financial Statements and each set of Quarterly Financial Statements.

(b)

Each Compliance Certificate shall, amongst other things, set out (in reasonable detail):

(i)

computations as to compliance with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates;

(ii)

a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company;

(iii)

if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter;

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(iv)

if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company:

(A)

the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and

(B)

in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and

(v)

if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing :

(A)

the balance of each Transaction Account as at the end of that Financial Quarter;

(B)

the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application;

(C)

the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal from which they derive, and the start and end date of the applicable PC Disposal Proceeds Spend Period; and

(D)

in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and:

representing the proceeds of a Utilisation made to fund a Funded PC Acquisition and related PC Acquisition Costs, the amounts so withdrawn, the Funded PC Acquisition against which they were applied and the date of application; or

representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn.

(c)

Each Compliance Certificate shall be accompanied by an updated Group Structure Chart (unless there has been no change since the date the previous Group Structure Chart was delivered under this Agreement, and the Borrower certifies in that Compliance Certificate that this is the case).

(d)

Each Compliance Certificate shall be signed by two directors of the Borrower.

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23.5

Requirements as to financial statements

(a)

The Borrower shall procure that:

(i)

each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;

(ii)

each set of its Annual Financial Statements is audited by the Borrower's Auditors;

(iii)

each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Borrower's Auditors;

(iv)

each set of Quarterly Financial Statements for the Borrower is accompanied by:

(A)

a statement by the directors of the Borrower commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter);

(B)

a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and

(v)

each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company.

(b)

In addition, the Borrower shall procure that each set of financial statements delivered pursuant to Clause 23.3 (Financial statements):

(i)

shall be:

(A)

certified by a director of the Borrower or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and

(B)

in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements;

(ii)

in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Borrower comparing actual performance for the period to which the financial statements relate to:

(A)

the projected performance for that period set out in the Budget; and

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(B)

the actual performance for the corresponding period in the preceding Financial Year of the Group, and

(iii)

in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied:

(A)

in the case of the Borrower, in the preparation of the Base Case Model; and

(B)

in the case of any Obligor, in the preparation of the Original Financial Statements for that Obligor,

unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in the Accounting Principles or the accounting practices and the Borrower's Auditors (or, if appropriate, the auditors of the relevant Obligor or the De-SPAC Mergeco) deliver to the Agent:

a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices upon which the Base Case Model or, as the case may be, that Obligor's or the De-SPAC Mergeco’s (as applicable) Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied with, to determine the Margin as set out in the definition of Margin, and to make an accurate comparison between the financial position indicated in those financial statements and the Base Case Model (in the case of the Borrower) or that Obligor's Original Financial Statements (in the case of an Obligor other than the Borrower) or the De-SPAC Mergeco’s Original Financial Statements (in the case of the De-SPAC Mergeco).

Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model, or, as the case may be, the Original Financial Statements were prepared.

(c)

The Borrower shall notify the Agent promptly of any change to the Borrower’s Auditors.

23.6

Budget

(a)

The Borrower shall supply to the Agent in sufficient copies for all the Lenders, as soon as the same become available but in any event by 1 March of each of its Financial Years, an annual Budget for that Financial Year.

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(b)

The Borrower shall ensure that each Budget for a Financial Year:

(i)

is in a form reasonably acceptable to the Agent and includes a projected consolidated profit and loss, balance sheet and cashflow statement for the Group for that Financial Year and for each calendar month of that Financial Year;

(ii)

is prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to its financial statements under Clause 23.3 (Financial statements); and

(iii)

has been approved by the board of directors of the Borrower.

(c)

If the Borrower updates or changes the Budget, it shall promptly deliver to the Agent, in sufficient copies for each of the Lenders, such updated or changed Budget, together with a written explanation of the main changes in that Budget.

23.7

Operating Company information

(a)

The Borrower shall, promptly upon becoming aware of the same, notify the Agent if an Operating Company has ceased to be an Eligible Operating Company.

(b)

The Borrower shall, at the request of the Agent (acting on the instructions of a Lender or the Majority Lenders), promptly supply to the Agent a certificate signed by two directors of the Borrower:

(i)

confirming the aggregate PC EBITDA of the Guarantors as the most recent Quarter Date as a percentage of Adjusted Group EBITDA as at that Quarter Date; and

(ii)

stating which of the Operating Companies has:

(A)

PC Xxxxxxxx for the Relevant Period ended on the most recent Quarter Date of less than 5.0: 1; and

(B)

PC Interest Cover for the Relevant Period ended on the most recent Quarter Date of more than 1.5: 1.

(c)

The Agent may request a certificate under paragraph (b) above no more than once per Financial Quarter, unless an Event of Default is continuing.

23.8

Year-end

The Borrower shall not change its Accounting Reference Date and shall, where commercially reasonable to do so, procure that the end of each annual accounting period of each other Group Company falls on 31 December.

23.9

De-SPAC information

(a)

The Borrower shall supply to the Agent in sufficient copies for all the Lenders, promptly upon it or the Parent becoming aware of the same:

(i)

notice of the De-SPAC Mergeco becoming the indirect Holding Company of the Parent as contemplated by the definition of “De-SPAC”, and notice of the occurrence of De-SPAC Completion;

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(ii)

notice of any deferral of the timing for closing the De-SPAC beyond 30 June 2024, or any decision not to proceed with the De-SPAC;

(iii)

details of any change to the structure of, or the entities involved in, the De-SPAC;

(iv)

details of any reduction in the minimum De-SPAC Proceeds required to be paid on completion of the De-SPAC; and

(v)

details of the date and actual amount of De-SPAC Proceeds received by the Parent,

(b)

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests), promptly following De-SPAC Completion:

(i)

an updated Group Structure Chart, reflecting the new ownership of the Parent; and

(ii)

copies of the De-SPAC Documents.

23.10

Material Contract information

Each Obligor shall supply to the Agent in sufficient copies for all the Lenders, promptly:

(a)

upon execution or receipt of the same, a certified copy of any amendment to or variation or waiver of any provision of any of its or its Subsidiaries' Material Contracts (other than in respect of a minor or technical aspect);

(b)

upon request, a certified copy of the documentation evidencing any Borrower Intra-Group Loan;

(c)

upon request (but no more than once per Financial Quarter, unless a Default is continuing), a summary of:

(i)

the Adverse Terms relating to the shares in, or the Financial Indebtedness of, any Group Company (in the latter case, where the amount of that Financial Indebtedness exceeds £2,500,000); and/or

(ii)

any Adverse Share Terms; and

(d)

upon becoming aware of the same:

(i)

details of any suspension (including by reason of force majeure), repudiation or termination of any of its or its Subsidiaries' Material Contracts; and

(ii)

details of any payment or performance under any of its or its Subsidiaries' Material Contracts which is contested,

and otherwise, promptly, such information about its or its Subsidiaries' Material Contracts as the Agent may reasonably request.

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23.11

Information: miscellaneous

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a)

at the same time as they are dispatched, copies of all documents dispatched by the Borrower or any other Obligor to its creditors generally (or any class of them);

(b)

promptly upon it or the Parent becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against the Parent or any Group Company and which:

(i)

are reasonably likely to be adversely determined, if adversely determined, are reasonably likely to have a Material Adverse Effect; or

(ii)

when aggregated with all actual, potential or alleged liabilities under other such proceedings would involve actual, potential or alleged liabilities exceeding £25,000,000 (or its equivalent in other currencies);

(c)

promptly upon it or the Parent becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against the Parent or any Group Company and which:

(i)

is reasonably likely to have a Material Adverse Effect; or

(ii)

when aggregated with all actual, potential or alleged liabilities under other such judgments or orders would involve actual, potential or alleged liabilities exceeding £25,000,000 (or its equivalent in other currencies);

(d)

promptly upon becoming aware of the same, the details of any PC Disposal;

(e)

promptly upon request, the details of any PC Acquisition, PC Acquisition Target and/or PC Acquisition Target Group, as any Finance Party (through the Agent) may reasonably request;

(f)

promptly upon it or the Parent becoming aware of the same, notice of the redemption by the Parent of any Preference Share, together with certification that no Loan proceeds were used by the Parent for the same;

(g)

notice of any Adverse Terms contained in Financial Indebtedness of a Group Company in excess of £2,500,000, promptly upon incurring or committing to incur, or amending the existing terms of, the same;

(h)

promptly upon it or the Parent becoming aware of the same, details of any circumstances which give rise, or could reasonably be expected to give rise, to a claim on or in relation to any Charged Property or other Material Asset (including without limitation any alleged or actual Security, Quasi-Security or other interest or right of any person in or to any Charged Property or other Material Asset), where this is not expressly permitted under the terms of this Agreement;

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(i)

promptly, such information as the Security Agent may reasonably require about the Charged Property and other Material Assets, and compliance of the Obligors with the terms of any Transaction Security Documents; and

(j)

promptly on request, such further information regarding the financial condition, assets and operations of the Parent, the Group and/or any Group Company (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement, any changes to management of the Parent or the Group, and an up to date copy of its shareholders' register (or equivalent in its Original Jurisdiction)), as any Finance Party (through the Agent) may reasonably request.

23.12

Notification of default

(a)

Each Obligor shall notify the Agent of:

(i)

any Value Deficiency Event; or

(ii)

any other Default,

(and in each case the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Value Deficiency Event or other Default is continuing (or if a Value Deficiency Event or other Default is continuing, specifying the Value Deficiency Event or Default and the steps, if any, being taken to remedy it).

23.13

Know your customer checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)

any change in the status of an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders of an Obligor (or of a Holding Company of an Obligor) after the date of this Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent, the Security Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender), the Security Agent or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, the Security Agent or such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

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(b)

Each Lender shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (in each case, for itself) in order for the Agent or the Security Agent to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c)

The Borrower shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 29 (Changes to the Obligors).

(d)

Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent, the Security Agent or any Lender to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent, the Security Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender), the Security Agent or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent, the Security Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

Financial covenants

The undertakings in this Clause 24 remain in force from the date of this Agreement until the expiry of the Liability Period.

24.1

Financial definitions

In this Agreement:

Adjusted Group EBITDA means, in relation to a Relevant Period, Group EBITDA for that Relevant Period adjusted by:

(a)

including the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as Group EBITDA) of a Group Company (or attributable to a business or assets) acquired during the Relevant Period) for that part of the Relevant Period prior to its becoming a Group Company or (as the case may be) prior to the acquisition of the business or assets; and

(b)

excluding the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as Group EBITDA) attributable to any Group Company (or to any business or assets) disposed of during the Relevant Period for the entire Relevant Period.

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Borrowings means, at any time and without double counting, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any Financial Indebtedness, other than any Financial Indebtedness for or in respect of Treasury Transactions.

Business Acquisition means the acquisition of a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company.

Capital Expenditure means any expenditure or obligation in respect of expenditure (other than expenditure or obligations in respect of Business Acquisitions) which, in accordance with the Accounting Principles, is treated as capital expenditure, and including the capital element of any expenditure or obligation incurred in connection with a Finance Lease).

Capped Sector means any of the following sectors:

(a)

air transportation;

(b)

automotive;

(c)

food or drug retail;

(d)

retail (other than food or drugs);

(e)

hotels and lodgings; or

(f)

oil and gas extraction or production.

Current Assets means the aggregate (on a consolidated basis) of all inventory, work in progress, trade and other receivables of each Group Company including prepayments in relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised within twelve months from the date of computation, but excluding amounts in respect of:

(a)

receivables in relation to Tax;

(b)

Exceptional Items and other non-operating items;

(c)

insurance claims; and

(d)

any interest owing to any Group Company.

Current Liabilities means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals and provisions) of each Group Company expected to be settled within twelve months from the date of computation, but excluding amounts in respect of:

(a)

liabilities for Borrowings and Finance Charges;

(b)

liabilities for Tax;

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(c)

Exceptional Items and other non-operating items;

(d)

insurance claims; and

(e)

liabilities in relation to dividends declared but not paid by the Borrower or by a Group Company in favour of a person which is not a Group Company.

Eligible Operating Company means any Operating Company agreed by the Agent (acting on the instructions of all Lenders), and in addition any Operating Company:

(a)

that has PC Leverage for the Relevant Period ended on the most recent Quarter Date of less than 5.00: 1.00;

(b)

that has PC Interest Cover for the Relevant Period ended on the most recent Quarter Date of more than 1.50: 1.00;

(c)

more than 50% of the shares in which are owned (directly or indirectly) by the Borrower;

(d)

that is incorporated with limited liability under the laws of an Acceptable Jurisdiction;

(e)

that conducts its business operations solely in Acceptable Jurisdictions;

(f)

that does not conduct business operations in any of the following industries:

(i)

arms production, shipping or trading;

(ii)

coal production, processing, shipping or trading, or coal-fired production of electricity;

(iii)

gambling;

(iv)

mining or trading of crypto currencies or other crypto assets;

(v)

adult entertainment;

(vi)

banking, insurance or other financial services;

(vii)

cannabis production, processing, shipping or trading;

(viii)

tobacco production, processing, shipping or trading;

(ix)

mining or extraction of commodities or other natural resources (other than oil and gas); and

(x)

any other industry agreed between the Borrower and the Agent; and

(g)

that does not meet any of the criteria set out in Clause 26.5 (Cross default) in respect of its Financial Indebtedness (replacing for these purposes any minimum threshold specified in that Clause with a threshold of £20,000); and

(h)

that is not:

(i)

the subject of an Excluded Default under any Compliance Provision; or

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(ii)

a Disregarded Operating Company by virtue of a Relevant Default under any of:

(A)

Clause 26.6 (Insolvency);

(B)

Clause 26.7 (Insolvency proceedings);

(C)

Clause 26.8 (Creditors' process); and/or

(D)

Clause 26.11 (Cessation of business).

Exceptional Items means any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:

(a)

the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b)

disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write-down or impairment; and

(c)

disposals of assets associated with discontinued operations.

Finance Lease means any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability.

Financial Quarter means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.

Financial Year means the annual accounting period of the Group ending on the Accounting Reference Date.

Group EBITDA means, in respect of any Relevant Period, the consolidated operating profit of the Group before taxation (excluding the results from discontinued operations):

(a)

before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any Group Company in respect of that Relevant Period;

(b)

not including any accrued interest owing to any Group Company;

(c)

after adding back any amount attributable to the amortisation or depreciation or impairment (and taking no account of the reversal of any previous impairment charge made in that Relevant Period) of assets of Group Companies;

(d)

before taking into account any Exceptional Items;

(e)

before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(f)

before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2022;

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(g)

before taking into account any Pension Items; and

(h)

excluding the charge to profit represented by the expensing of stock options,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation.

Group Finance Charges means, for any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings paid or payable by any Group Company (calculated on a consolidated basis) in cash or capitalised in respect of that Relevant Period:

(a)

including any upfront fees or costs which are included as part of the effective interest rate adjustments;

(b)

including the interest (but not the capital) element of payments in respect of Finance Leases;

(c)

including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) any Group Company under any interest rate hedging arrangement;

(d)

excluding any interest cost or expected return on plan assets in relation to any post-employment benefit schemes;

(e)

taking no account of any unrealised gains or losses on any financial instruments, other than any derivative instruments which are accounted for on a hedge accounting basis; and

(f)

excluding any interest (capitalised or otherwise) in respect of the Subordinated Loans,

and so that no amount shall be added (or deducted) more than once.

Group Interest Cover means the ratio of Group Operating Cashflow to Group Net Finance Charges in respect of any Relevant Period.

Group Interest Cover Covenant means the undertaking of the Borrower set out in paragraph (b) of Clause 24.2 (Financial condition).

Group Leverage means, in respect of any Relevant Period, the ratio of Group Net Debt on the last day of that Relevant Period to Adjusted Group EBITDA in respect of that Relevant Period.

Group Leverage Covenant means the undertaking of the Borrower set out in paragraph (a) of Clause 24.2 (Financial condition).

Group Net Debt means, at any time, the aggregate amount of all obligations of Group Companies for or in respect of Borrowings at that time but:

(a)

excluding any such obligations under Borrower Intra-Group Loans, PC Group Loans or Subordinated Loans;

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(b)

including, in the case of Finance Leases only, their capitalised value; and

(c)

deducting the aggregate amount of Cash, Cash Equivalent Investments and Trapped Cash and CEI held by any Group Company at that time,

and so that no amount shall be included or excluded more than once.

Group Net Finance Charges means, for any Relevant Period, Group Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to any Group Company (except by another Group Company) on any Cash, Cash Equivalent Investment or Trapped Cash and CEI.

Group Operating Cashflow means, in respect of any Relevant Period, Adjusted Group EBITDA for that Relevant Period after:

(a)

adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period;

(b)

adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Relevant Period in respect of any Exceptional Items not already taken account of in calculating Adjusted Group EBITDA for any Relevant Period (other than, in the case of cash receipts, PC Disposal Proceeds);

(c)

adding (to the extent not already taken into account in determining Adjusted Group EBITDA) the amount of any dividends or other profit distributions received in cash by any Group Company during that Relevant Period from any entity which is itself not a Group Company, and deducting (to the extent not already deducted in determining Adjusted Group EBITDA) the amount of any dividends paid in cash during the Relevant Period to Minority Shareholders;

(d)

adding the amount of any increase in provisions, other non-cash debits and other non-cash charges (which are not Current Assets or Current Liabilities), and deducting the amount of any non-cash credits (which are not Current Assets or Current Liabilities), in each case to the extent taken into account in establishing Adjusted Group EBITDA; and

(e)

deducting the amount of any cash costs of Pension Items during that Relevant Period to the extent not taken into account in establishing Adjusted Group EBITDA,

and so that no amount shall be added (or deducted) more than once.

Loan to Value means, on any date:

(a)

the total principal amount of outstanding Loans and Notes, less the balances (if any) standing to the credit of the Transaction Accounts over which the Security Agent has sole signing rights; as a percentage of

(b)

the PC Collateral Value.

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LTV Covenant means the undertaking of the Borrower set out in paragraph (c) of Clause 24.2 (Financial condition).

PC Collateral Value means the sum of the PC Equity Value of all Eligible Operating Companies:

(a)

after deducting the aggregate amount of any such PC Equity Value which is attributable to Minority Shareholders (whether of a particular Eligible Operating Company or of any of its Holding Companies in its PC Group); and

(b)

after deducting the aggregate amount of any Financial Indebtedness of Group Holding Companies (other than the Borrower) of an Eligible Operating Company, to the extent not already taken into account in calculating the PC Equity Value of the relevant Eligible Operating Company (but excluding any Financial Indebtedness arising under the Finance Documents or a Borrower Intra-Group Loan).

PC EBITDA means, in respect of any Operating Company and any Relevant Period, its operating profit before taxation (calculated (i) on an unconsolidated basis and excluding all intra-Group items with and investments in Subsidiaries, and (ii) excluding the results from discontinued operations):

(a)

before deducting any management fees or charges paid or payable to the Borrower;

(b)

before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by that Operating Company in respect of that Relevant Period;

(c)

not including any interest owing to such Operating Company;

(d)

after adding back any amount attributable to the amortisation, depreciation or impairment of assets of that Operating Company (and taking no account of the reversal of any previous impairment charge made in that Relevant Period);

(e)

before taking into account any Exceptional Items;

(f)

before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis);

(g)

before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after 31 December 2022;

(h)

before taking into account any Pension Items; and

(i)

excluding the charge to profit represented by the expensing of stock options,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of that Operating Company before taxation, but:

(i)

in the case of an Operating Company acquired (or a business or undertaking acquired by an Operating Company) during the Relevant Period, where such Operating Company (or business or undertaking):

(A)

has been trading for less than 12 months and at least 6 months prior to the date of the relevant calculation, annualising on a straight line basis its operating profit (or the operating profit of that business or undertaking); or

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(B)

has been trading for less than 6 months prior to the date of the relevant calculation (or it has not produced quarterly and monthly financial statements for its relevant period of trading), its PC EBITDA for the Relevant Period will be deemed to be zero; and

(ii)

ignoring any amount of that PC EBITDA to the extent exceeding 25% of the aggregate PC EBITDA of all Eligible Operating Companies for that Relevant Period.

PC Equity Value means, on any date and in respect of an Eligible Operating Company:

(a)

PC XXXXXX for that Operating Company in respect of the most recently ended Relevant Period, multiplied by:

(i)

if De-SPAC Completion has occurred, 10; or

(ii)

otherwise, 9; less

(b)

PC Net Debt of that Operating Company,

and provided that for these purposes if the aggregate PC EBITDA attributable to Eligible Operating Companies operating in a Capped Sector exceeds 25% of the aggregate PC EBITDA of all Eligible Operating Companies, the excess shall be ignored and the PC EBITDA (and a corresponding amount of the PC Net Debt) of each such Eligible Operating Company shall be reduced proportionately.

PC Finance Charges means, in respect of any Operating Company and any Relevant Period, the aggregate amount of the accrued interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments in respect of Borrowings paid or payable by that Operating Company in cash or capitalised in respect of that Relevant Period:

(a)

including any upfront fees or costs which are included as part of the effective interest rate adjustments;

(b)

including the interest (but not the capital) element of payments in respect of Finance Leases;

(c)

including any commission, fees, discounts and other finance payments payable by (and deducting any such amounts payable to) that Operating Company under any interest rate hedging arrangement;

(d)

excluding any interest cost or expected return on plan assets in relation to any post-employment benefit schemes;

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(e)

excluding any interest, fees and finance payments payable under any Borrower Intra-Group Loan; and

(f)

taking no account of any unrealised gains or losses on any financial instruments, other than any derivative instruments which are accounted for on a hedge accounting basis,

and so that no amount shall be added (or deducted) more than once.

PC Interest Cover means, in respect of an Operating Company and any Relevant Period, its PC Operating Cashflow for that Relevant Period, divided by its PC Net Finance Charges for that Relevant Period.

PC Leverage means, in respect of an Operating Company and any Relevant Period, the ratio of its PC Net Debt on the last day of that Relevant Period to its PC EBITDA for that Relevant Period.

PC Net Debt means, on any date and in respect of an Operating Company, the aggregate amount of all obligations of that Operating Company for or in respect of Borrowings at that date, but:

(a)

including, in the case of Finance Leases only, their capitalised value;

(b)

excluding any Financial Indebtedness arising under the Finance Documents or a Borrower Intra-Group Loan; and

(c)

deducting the aggregate amount of Cash, Cash Equivalent Investments and Trapped Cash and CEI held by that Operating Company,

and so that no amount shall be included or excluded more than once, but ignoring, if any PC EBITDA of that Operating Company is to be ignored pursuant to the definition of “PC EBITDA” for the purposes of calculating its PC EBITDA on that date, an equivalent amount of its PC Net Debt.

PC Net Finance Charges means, in respect of any Operating Company and any Relevant Period, PC Finance Charges for that Relevant Period after deducting any interest payable in that Relevant Period to that Operating Company on any Cash, Cash Equivalent Investment or Trapped Cash and CEI.

PC Operating Cashflow means, in respect of any Operating Company and any Relevant Period, PC EBITDA for that Relevant Period after:

(a)

adding the amount of any decrease (and deducting the amount of any increase) in Working Capital for that Relevant Period;

(b)

adding the amount of any cash receipts (and deducting the amount of any cash payments) during that Relevant Period in respect of any Exceptional Items not already taken account of in calculating PC EBITDA for that Relevant Period (other than, in the case of cash receipts, PC Disposal Proceeds);

(c)

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(d)

deducting the amount of any cash costs of Pension Items during that Relevant Period to the extent not taken into account in establishing PC EBITDA,

and so that no amount shall be added (or deducted) more than once.

Pension Items means any income or charge attributable to a post-employment benefit scheme, other than the current service costs and any past service costs and curtailments and settlements attributable to the scheme.

Relevant Period means each period of twelve months ending on or about the last day of each Financial Year and each period of twelve months ending on or about the last day of each Financial Quarter.

Trapped Cash and CEI means any cash, security or investment of an Operating Company that does not qualify as Cash or a Cash Equivalent Investment due solely to that cash, security or investment being subject to Permitted Security granted by that Operating Company to persons other than the Security Agent to secure Borrowings of that Operating Company.

Working Capital means, on any date, Current Assets less Current Liabilities.

24.2

Financial condition

The Borrower shall ensure that:

(a)

Group Leverage

Group Leverage shall not exceed 3.50: 1.00 in respect of each Relevant Period.

(b)

Group Interest Cover

Group Interest Cover shall exceed 2.2: 1.00 in respect of each Relevant Period.

(c)

Loan to Value

The Loan to Value shall at no time exceed 30%.

24.3

Financial testing

The Financial Covenants shall be calculated in accordance with the Accounting Principles and tested by reference to:

(a)

in the case of the Group Leverage Covenant and the Group Interest Cover Covenant, each set of Quarterly Financial Statements and Annual Financial Statements of the Borrower delivered pursuant to Clause 23.3 (Financial statements);

(b)

in the case of the LTV Covenant, each set of Quarterly Financial Statements and Annual Financial Statements of the Portfolio Companies delivered pursuant to Clause 23.3 (Financial statements); and/or

(c)

each Compliance Certificate delivered pursuant to this Agreement or (to the extent applicable) the Intercreditor Agreement.

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24.4

Exceptional calculations

(a)

The Lenders (at their sole discretion) may agree in writing with the Borrower that any calculation to be made in respect of an Operating Company for the purposes of any definition in Clause 24.1 (Financial definitions) may be made on a different basis to that provided in the relevant definition, for one or more Relevant Periods, and subject to such additional reporting as the Lenders may require in respect of the same, in which case the same will be binding on the Parties.

(b)

Without limiting paragraph (a) above, the Lenders agree with the Borrower that, for the purposes of calculating Group Finance Charges for:

(i)

the first Relevant Period to end after the date of this Agreement; and

(ii)

each of the immediately following three Relevant Periods to end after the date of this Agreement (unless the Lenders notify the Borrower otherwise not less than 10 Business Days prior to the last day of the Relevant Period),

interest accrued and payable by Xxxxxx Xxxxx Limited in respect of the Opus Bonds will be excluded.

24.5

LTV Covenant cure

If the LTV Covenant is not complied with on any date (a Value Deficiency Event), this will not be a Default if:

(a)

the Borrower notifies the Agent within 5 Business Days of such date that it wishes to effect a cure of the LTV Covenant in accordance with this Clause 24.5; and

(b)

within 15 Business Days of that date (the Value Deficiency Cure Period) the Borrower:

(i)

prepays the Loans in accordance with Clause 8.2 (Voluntary prepayment), and subject always to the terms of the Intercreditor Agreement; or

(ii)

places a deposit on the Distributions Account (a Cure Deposit),

in each case applying funds sourced from accounts other than the Transaction Accounts and in an amount in sterling (the Value Deficiency Amount) sufficient to ensure that the LTV Covenant, if retested immediately following such prepayment or deposit (and taking account of the same) is complied with, as confirmed by a Compliance Certificate delivered by the Borrower to the Agent on the date of such prepayment or the placement of such Cure Deposit.

General undertakings

The undertakings in this Clause 25 remain in force from the date of this Agreement until the expiry of the Liability Period.

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Authorisations and compliance with laws

25.1

Authorisations

Each Obligor shall (and the Borrower shall ensure that each Group Company will) promptly:

(a)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)

supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)

enable it to perform its obligations under the Finance Documents;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii)

enable it to carry on its business, where failure to do so has or is reasonably likely to have a Material Adverse Effect.

25.2

Compliance with laws

Each Obligor shall (and the Borrower shall ensure that each Group Company will) comply in all respects with all laws to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect or if failure so to comply would impair its ability to perform its obligations under the Transaction Documents.

25.3

Environmental compliance

Each Obligor shall (and the Borrower shall ensure that each Group Company will):

(a)

comply with all Environmental Law;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Permits;

(c)

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

25.4

Environmental Claims

Each Obligor shall (through the Borrower), promptly upon becoming aware of the same, inform the Agent in writing of:

(a)

any Environmental Claim against it or any Group Company which is current, pending or threatened in writing; and

(b)

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against it or any Group Company,

where the claim, if determined against that Obligor or Group Company, has or is reasonably likely to have a Material Adverse Effect.

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25.5

Anti-corruption law

(a)

No Obligor shall (and the Borrower shall ensure that no other Group Company will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

(b)

Each Obligor shall (and the Borrower shall ensure that each other Group Company will):

(i)

conduct its businesses in compliance with applicable anti-corruption laws; and

(ii)

maintain policies and procedures designed to promote and achieve compliance with such laws.

(iii)

not engage in any conduct which could reasonably be expected to cause it or any member of the Group or any Finance Party to be in breach of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

(c)

Each Obligor shall ensure that no Loan or the proceeds thereof are directly or indirectly used, lent, paid to, contributed or otherwise made available in any manner that results or could reasonably be expected to result in any member of the Group or any Finance Party being in breach of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

25.6

Taxation

(a)

Each Obligor shall (and the Borrower shall ensure that each Group Company will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

(ii)

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Xxxxxx 23.3 (Financial statements); and

(iii)

such payment can be lawfully withheld, and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b)

No Group Company may change its residence for Tax purposes.

Restrictions on business focus

25.7

Merger

(a)

No Obligor shall (and the Borrower shall ensure that no other Group Company will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

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(b)

Paragraph (a) above does not apply to:

(i)

a Permitted Transaction;

(ii)

any sale, lease, transfer or other disposal permitted by Clause 25.16 (Disposals); or

(iii)

any other transaction entered into with the prior written consent of the Agent.

25.8

Change of business

The Parent and the Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group taken as a whole from that carried on by it at the date of this Agreement.

25.9

Acquisitions

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Company will):

(i)

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or

(ii)

incorporate a company.

(b)

Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is a Permitted Acquisition.

25.10

Joint ventures

(a)

No Obligor shall (and the Borrower shall ensure that no other Group Company will):

(i)

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

(ii)

transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

(b)

Paragraph (a) above does not apply to:

(i)

the MorCor Joint Venture or the MorCor Loan; or

(ii)

any other relevant transaction made with the prior written approval of the Agent (acting on the instructions of the Majority Lenders).

25.11

Holding Companies

Neither the Borrower nor CorpAcq Finance shall become an Operating Company or otherwise trade, carry on any business, own any assets or incur any liabilities, except for:

(a)

the provision of administrative services to other Group Companies (in the case of the Borrower) of a type customarily provided by a Holding Company to its Subsidiaries;

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(b)

ownership of shares in its Subsidiaries, intra-Group debit balances, intra-Group credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments, provided that the same:

(i)

are permitted by this Agreement; and

(ii)

are subject to the Transaction Security;

(c)

any liabilities under the Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company;

(d)

in the case of the Borrower only:

(i)

any activities consistent with the day-to-day management by a Holding Company of its Subsidiaries, including operational support provided pursuant to management agreements entered into in the ordinary course of business;

(ii)

any rights or liabilities under service contracts with any of its directors, executives or consultants customarily agreed by a holding company; and

(iii)

any arrangements in connection with an employee share scheme or employee incentive plan; and

(e)

any Permitted Acquisition, Permitted Disposal, Permitted Distribution, Permitted Guarantee, Permitted Security or Permitted Transaction.

25.12

Dormant Subsidiaries

No Obligor shall (and the Borrower shall ensure no other Group Company will) cause or permit any Dormant Subsidiary that is:

(a)

a Minority Group Company; and

(b)

a Charged Group Company,

to commence trading or cease to satisfy the criteria for a Dormant Subsidiary, unless a Minority Shareholder Waiver Letter has been entered into in relation to such Dormant Subsidiary.

Restrictions on dealing with assets and security

25.13

Preservation of assets

Each Obligor shall (and the Borrower shall ensure that each other Group Company will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business, save where this does not and would not reasonably be expected to have a Material Adverse Effect.

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25.14

Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

25.15

Negative pledge

In this Clause 25.15, Quasi-Security means an arrangement or transaction described in paragraph (b) below.

Except as permitted under paragraph (c) below:

(a)

No Obligor shall (and the Borrower shall ensure that no other Group Company will) create or permit to subsist any Security over any of its assets.

(b)

No Obligor shall (and the Borrower shall ensure that no other Group Company will):

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other Group Company;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, which is:

(i)

Permitted Security; or

(ii)

a Permitted Transaction.

25.16

Disposals

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Company will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)

Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:

(i)

a Permitted Disposal; or

(ii)

a Permitted Transaction.

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25.17

Arm's length basis

(a)

Except as permitted by paragraph (b) below, no Obligor shall (and the Borrower shall ensure no other Group Company will) enter into any transaction with any person except on arm's length terms (or, in the case of a transaction with a non-Group Company, terms that are better from the Group’s perspective), and for full market value.

(b)

The following transactions shall not be a breach of this Clause 25.17:

(i)

Borrower Intra-Group Loans and Shareholder Loans permitted under Clause 25.18 (Loans or credit);

(ii)

fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or agreed by the Agent;

(iii)

any charitable or pro xxxx activities carried out or donations made by a member of the Group, provided that:

(A)

the total value of such activities and donations does not exceed:

£500,000 (or its equivalent in any other currency) in any Financial Year; or

£2,500,000 (or its equivalent in any other currency) over the life of the Facilities; and

(B)

in the case of a donation in cash, there would be no Default upon or immediately following the making of such donation; and

(iv)

any payment of a political donation by a member of the Group, provided that:

(A)

the payment is made in cash;

(B)

the aggregate amount of such payments does not exceed:

£150,000 (or its equivalent in any other currency) in any Financial Year; or

£750,000 (or its equivalent in any other currency) over the life of the Facilities; and

(C)

there would be no Default upon or immediately following the making of such payment.

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Restrictions on movement of cash – cash out

25.18

Loans or credit

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Company will) be a creditor in respect of any Financial Indebtedness.

(b)

Paragraph (a) above does not apply to a Permitted Loan.

25.19

No guarantees or indemnities

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Company will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

(b)

Paragraph (a) above does not apply to a guarantee which is:

(i)

a Permitted Guarantee; or

(ii)

a Permitted Transaction.

25.20

Distributions

(a)

Except as permitted under paragraph (b) below, the Borrower shall not (and the Borrower shall ensure that no other Group Company will):

(i)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(ii)

repay or distribute any dividend or share premium reserve;

(iii)

pay or allow any Group Company to pay any management, advisory or other fee or charge to or to the order of any other Group Company, shareholder of a Group Company or Parent Affiliate;

(iv)

make any payment of principal or interest under or otherwise any amount in respect of any Investor Loan, Shareholder Loan, Borrower Intra-Group Loan or PC Group Loan or otherwise any loan or other liability owing to the Parent or any Parent Affiliate; or

(v)

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.

(b)

Paragraph (a) above does not apply to a Permitted Distribution.

(c)

The Parent may not:

(i)

make a Distribution to the Preference Shareholders constituting a Cash Sweep Distribution (as that term is defined in the Constitutional Documents of the Parent); or

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(ii)

procure that a Group Company makes (and the Borrower shall ensure that no Group Company makes) a Distribution for the purposes of the Parent making any such Cash Sweep Distribution,

and the Parent shall ensure that the terms of its Constitutional Documents do not otherwise conflict with the terms of the Finance Documents (save for the provisions of its articles relating to the above Cash Sweep Distributions, until its Constitutional Documents are amended as required under Clause 25.39 (Conditions subsequent to Closing Date Utilisations)).

25.21

Permitted Note Payments

(a)

No Obligor shall (and the Borrower shall ensure that no Group Company will):

(i)

pay or prepay any principal amount (or capitalised interest) outstanding under the Note Subscription Agreement or the Notes;

(ii)

pay any interest or any other amounts payable in connection with the Note Subscription Agreement or the Notes; or

(iii)

purchase, redeem, defease or discharge any Notes or any amount outstanding with respect to the Note Subscription Agreement or the Notes.

(b)

Paragraph (a) above does not apply to a Permitted Note Payment.

Restrictions on movement of cash - cash in

25.22

Financial Indebtedness

(a)

Except as permitted under paragraph (b) below, the Borrower shall not (and the Borrower shall ensure that no other Group Company will) incur or allow to remain outstanding any Financial Indebtedness.

(b)

Paragraph (a) above does not apply to Financial Indebtedness which is:

(i)

Permitted Financial Indebtedness; or

(ii)

a Permitted Transaction.

25.23

Share capital

No Obligor shall (and the Borrower shall ensure no other Group Company will) issue any shares except pursuant to a Permitted Share Issue.

Miscellaneous

25.24

Insurance

(a)

Each Obligor shall (and the Borrower shall ensure that each Group Company will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

(b)

All insurances must be with reputable independent insurance companies or underwriters.

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25.25

Pensions

The Parent and the Borrower shall ensure that neither it nor any other Group Company is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or "connected" with or an "associate" of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer.

25.26

People with Significant Control regime

Each Obligor, the Borrower and the Parent shall (and the Borrower shall ensure that each other Group Company will):

(a)

within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Act from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(b)

promptly provide the Security Agent with a copy of that notice.

25.27

Access

Each Obligor shall, and the Borrower shall ensure that each other Group Company will, (not more than once in every Financial Year unless the Agent (acting on the instructions of the Majority Lenders) reasonably suspects an Event of Default is continuing) permit the Agent, each Lender and/or the Security Agent and/or accountants or other professional advisers and contractors of the Agent, each Lender or the Security Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Obligor or Group Company:

(a)

to the premises, assets, books, accounts and records of it and each Group Company; and

(b)

to meet and discuss matters with senior management of it and each Group Company.

25.28

Intellectual Property

Each Obligor shall (and the Borrower shall ensure that each other Group Company will):

(a)

preserve and maintain the subsistence and validity of the Intellectual Property necessary for its business or the business of the relevant Group Company;

(b)

use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;

(c)

make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;

(d)

not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of it or any Group Company to use such property; and

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(e)

not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs (a) to (c) above, or, in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, is reasonably likely to have a Material Adverse Effect.

25.29

Amendments

(a)

Subject to paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Company will):

(i)

amend, vary, novate, supplement, supersede, waive or terminate any term of a Borrower Intra-Group Loan, a Shareholder Loan, an Investor Loan or a Transaction Document or any other document delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent) or 29 (Changes to the Obligors); or

(ii)

enter into any agreement with the Parent or any Parent Affiliate which is not a Group Company.

(b)

Paragraph (a) above does not apply to any amendment, variation, novation, supplement, superseding, waiver or termination that is made in writing:

(i)

in accordance with Clause 39 (Amendments and waivers);

(ii)

to the extent this is permitted by the Intercreditor Agreement or the SSO Subordination Agreement;

(iii)

prior to or on the Closing Date, with the prior written consent of the Original Lenders; or

(iv)

after the Closing Date:

(A)

with the prior written consent of the Agent or as otherwise permitted or required under this Agreement; or

(B)

(in the case of a Transaction Document other than a Finance Document) in a way which:

could not reasonably be expected adversely to affect the interests of the Lenders; and

in the case of the Parent Investment Agreement and the Constitutional Documents of the Parent, does not and will not conflict with any of the terms of this Agreement relating to Permitted Distributions, or otherwise the terms of any Finance Document; or

153

in the case of the terms of a Subordinated Loan, would not change the date, amount or method of payment of interest or principal under the same; or

in the case of the terms of an Unsubordinated Investor Loan, would not increase the amount or method of payment of interest or principal under the same.

(c)

The Borrower shall promptly supply to the Agent a copy of any document relating to any of the matters referred to in sub-paragraphs (b)(ii) to (iv) above.

(d)

No Obligor shall (and the Borrower shall ensure that no other Group Company will) amend, vary, novate, supplement, supersede, waive or terminate any term of any Note Document unless expressly permitted by the Intercreditor Agreement.

25.30

Material Contracts

(a)

Each Obligor shall (and the Borrower shall procure that each Group Company will):

(i)

comply in all material respects with all provisions of each Material Contract;

(ii)

take all reasonable and practical steps to preserve and enforce its rights arising under each Material Contract and pursue any claims and remedies;

(iii)

not, without the prior written consent of the Agent or as otherwise permitted or required under this Agreement, take any steps or actions to terminate or suspend or to permit any other person to terminate or suspend any Material Contract,

except where, in the case of a Minority Shareholders Agreement relating to a non-Charged Group Company, failure to do so does not and is not reasonably likely to have a Material Adverse Effect.

(b)

No Obligor shall (and the Borrower shall procure that no Group Company will), without the prior written consent of the Agent:

(i)

in the case of the Borrower only, borrow any Shareholder Loan except pursuant to a Shareholder Loan Agreement; or

(ii)

in all cases, enter into any Minority Shareholders Agreement in relation to any Charged Group Company.

25.31

Financial assistance

Each Obligor shall (and the Borrower shall procure each other Group Company will) comply in all respects with sections 678 and 679 of the Act and any equivalent legislation in other jurisdictions, including in relation to the execution of the Transaction Security Documents and payment of amounts due under this Agreement.

25.32

Treasury Transactions

No Obligor shall (and the Borrower will procure that no other Group Company will) enter into any Treasury Transaction, other than:

(a)

spot and forward delivery foreign exchange contracts entered into in the ordinary course of business and not for speculative purposes; and

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(b)

any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a Group Company for a period of not more than 24 Months and not for speculative purposes.

25.33

Portfolio Companies

The Borrower shall ensure that at all times from (and including) the Closing Date:

(a)

there are not fewer than 25 Eligible Operating Companies, provided that this number may be reduced as a result of a merger of two Eligible Operating Companies which are not Guarantors, subject to there being not less than 20 Eligible Operating Companies following any such merger;

(b)

there are not fewer than 6 Eligible Operating Companies generating a minimum PC EBITDA of £4,000,000 each; and

(c)

there are not fewer than 12 Eligible Operating Companies (including the Eligible Operating Companies referred to in sub-paragraph (b) above) generating a minimum PC EBITDA of £2,000,000 each.

25.34

Guarantor coverage

(a)

The Borrower shall ensure that, at all times from the Closing Date, the aggregate PC EBITDA of the Guarantors represents not less than 60 per cent. of Adjusted Group EBITDA, provided that the Borrower will not be in breach of this obligation if:

(i)

this is due to it being excused under paragraph (b) below from procuring that an Eligible Operating Company become a Guarantor; and

(ii)

each Obligor has complied with paragraph (c) below in respect of that Eligible Operating Company.

(b)

The Borrower need not procure that an Eligible Operating Company become a Guarantor for the purposes of complying with paragraph (a) above if:

(i)

it is unlawful for that Eligible Operating Company to become a Guarantor;

(ii)

that Eligible Operating Company becoming a Guarantor would result in personal liability for its directors or other management; or

(iii)

that Eligible Operating Company is prohibited from becoming a Guarantor by the terms of:

(A)

any of its Permitted Financial Indebtedness;

(B)

any of its Permitted Security; or

(C)

if acquired after the Closing Date pursuant to a PC Acquisition:

any Permitted Financial Indebtedness anticipated to be incurred by it as at the Completion Date of that acquisition, and actually incurred by it within 3 months of that Completion Date; or

155

any refinancing of such Permitted Financial Indebtedness anticipated to be incurred by it as at the date on which such Permitted Financial Indebtedness is repaid, and actually incurred by it within 3 months of that date.

(c)

Each Obligor must use, and must procure that the relevant Eligible Operating Company uses, all reasonable endeavours lawfully available to avoid any unlawfulness or personal liability referred to in sub-paragraphs (b)(i) or (b)(ii) above. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

25.35

Sanctions – use and repayment of Loans

(a)

Subject to paragraph (b) below, each Obligor shall ensure that:

(i)

none of the proceeds of any Loan are:

(A)

paid directly or indirectly to a Sanctions Restricted Person or any other person in a Sanctioned Territory;

(B)

used to facilitate business with a Sanctions Restricted Person or otherwise facilitate business in a Sanctioned Territory; or

(C)

otherwise applied in a manner that would be reasonably likely to result in any Obligor or any Finance Party being in breach of any Sanctions applicable to it; and

(ii)

no payment in connection with a Finance Document is made (in whole or part):

(A)

out of proceeds derived from any business with a Sanctions Restricted Person or otherwise in a Sanctioned Territory; or

(B)

otherwise in a manner that would be reasonably likely to result in any Obligor or any Finance Party being in breach of any Sanctions applicable to it or becoming a Sanctions Restricted Person.

(b)

The undertakings in paragraph (a) above shall not apply to the extent they would cause a Finance Party to breach any Anti-Boycott Law.

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25.36

Further assurance

(a)

Each Obligor shall (and the Borrower shall procure that each other Group Company will), at that Xxxxxxx’s or the Borrower’s own cost, promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i)

to extend the Transaction Security to any shares or other assets acquired after the date of this Agreement by an Obligor that is party to the Debenture (which may include the execution of a Share Pledge over any such shares);

(ii)

to perfect the Transaction Security (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(iii)

to confer on the Security Agent or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or

(iv)

following the occurrence of an Acceleration Event, to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)

Each Obligor shall (and the Borrower shall procure that each other Group Company will), at that Obligor’s or the Borrower’s own cost, take all such action as is available to it (including making all filings and registrations and otherwise completing all Perfection Requirements within any applicable statutory time limits) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

25.37

NSI Act

No Obligor may make a notifiable acquisition for the purposes of the NSI Act, or enter into any other transaction that could reasonably be expected to be subject to review under the NSI Act, unless the Secretary of State has approved that notifiable acquisition or other transaction (as the case may be) in accordance with the NSI Act by giving notice that no further action will be taken under the NSI Act in relation to it.

25.38

Preference Shares

(a)

The Parent shall not redeem the Preference Shares using the proceeds of any Loan.

(b)

Promptly following redemption in full of the Preference Shares the Parent shall:

(i)

notify the Agent of the same; and

(ii)

procure that its articles of association are amended to remove any reference to the Preference Shares.

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25.39

Conditions subsequent to Closing Date Utilisations

(a)

The Borrower shall, on the Closing Date:

(i)

prepay the loans outstanding, together with all other accrued and unpaid interest, fees, costs and other amounts, under the Alcentra Facility; and

(ii)

ensure that (and the Borrower shall procure that each other Group Company will ensure that) all Alcentra Security is fully and finally released and discharged,

and provide the Agent with evidence, in form and substance satisfactory to the Agent, that this has been done.

(b)

The Borrower shall, within 3 Business Days of the Closing Date:

(i)

procure that Xxxxxx Bidco Limited redeems the Opus Bonds;

(ii)

discharge the Opus Bond Liabilities (on behalf of Xxxxxx Bidco Limited) in full; and

(iii)

ensure that (and the Borrower shall procure that each other Group Company will ensure that) all Opus Security is fully and finally released and discharged,

and provide the Agent with evidence, in form and substance satisfactory to the Agent, that this has been done.

(c)

The Borrower shall, within 5 Business Days of the Closing Date, provide the Agent with evidence, in form and substance satisfactory to the Agent, that the Parent Investment Agreement and the Constitutional Documents of the Parent have been amended in the agreed form to avoid any conflict between the terms of those documents and the terms of the Finance Documents.

(d)

The Parent shall provide to the Agent, as soon as they are available, but in any event on or before 29 February 2024, a copy of its first financial statements (including all additional information and notes to the accounts), together with the relevant directors' report and auditors' report.

(e)

The Borrower shall, by not later than 29 February 2024, procure the execution of the Prefequity Pay-off Letter and the Prefequity Deed of Release by the parties thereto, and in accordance with those documents ensure that (and the Borrower shall procure that each other Group Company will ensure that):

(i)

the Prefequity Liabilities are discharged in full; and

(ii)

the Prefequity Security is fully and finally released and discharged,

and provide the Agent with evidence, in form and substance satisfactory to the Agent, that this has been done.

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(f)

CorpAcq Finance shall, promptly and not later than 2 Business Days following the discharge of the Prefequity Liabilities and release of the Prefequity Security in accordance with paragraph (e) above:

(i)

grant and perfect a supplemental equitable mortgage over the shares in CaviTech (Holding) Solutions Limited in favour of the Security Agent, and in form and substance satisfactory to the Agent (including procuring that the Agent receives equivalent documents and evidence to those listed in paragraph 1 of Part 1 and paragraphs 2 and 3 of Part 2 of Schedule 2 (Conditions precedent) in relation to that mortgage, its execution by CorpAcq Finance and the shares in CaviTech (Holding) Solutions Limited); and

(ii)

provide the Agent with evidence, in form and substance satisfactory to the Agent, that this has been done.

(g)

Each Obligor shall (and the Borrower shall procure that each other Group Company will) ensure that as soon as possible following the relevant required release date under this Clause 25.39, all Alcentra Security, Opus Security and Prefequity Security is de-registered from all relevant registers.

(h)

The Borrower shall procure that, by not later than 29 February 2024, the Agent receives from English legal counsel to the Original Lenders, at the Borrower’s cost, a summary of any Adverse Terms contained in the Constitutional Documents of the Minority Group Companies that are not Charged Group Companies.

25.40

Conditions subsequent to PC Acquisitions

The Borrower and CorpAcq Finance shall ensure that, if any PC Acquisition is being made by an Obligor that is a party to the Debenture or a Share Pledge, within:

(a)

15 Business Days, in the case of a PC Acquisition Vehicle incorporated in the United Kingdom or Ireland; or

(b)

30 Business Days, in the case of a PC Acquisition Vehicle incorporated in any other Acceptable Jurisdiction,

of the Completion Date for the acquisition:

(i)

the shares in the relevant PC Acquisition Target are made subject to perfected Transaction Security under the Debenture by way of a supplemental equitable mortgage or under a Share Pledge (as appropriate), including procuring that to the extent applicable the Agent receives equivalent documents and evidence to those listed in paragraph 1 of Part 1 and paragraphs 2 and 3 of Part 2 of Schedule 2 (Conditions precedent) in relation to that mortgage or Share Pledge, its execution by the relevant Obligor and the shares in the relevant PC Acquisition Target; and

(ii)

if following the Completion Date the relevant PC Acquisition Target is or will be a Minority Group Company, its Minority Shareholders enter into a Minority Shareholder Waiver Letter in respect of that PC Acquisition Target,

in each case, in form and substance satisfactory to the Agent.

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25.41

Borrower re-registration

(a)

The Borrower hereby acknowledges that for so long as it is a private company limited by shares, it is prohibited by Section 755 of the Act from making an “offer to the public” of the Notes as defined by Section 756 of the Act unless it undertakes to re-register as a public company within 6 months of any such offer to the public and that undertaking is complied with.

(b)

Accordingly, the Borrower hereby undertakes that it will promptly re-register as a public limited company if ordered by any court of competent jurisdiction to do so in relation to any contravention of Section 755 of the Act and in any event, in accordance with the time limits specified in the terms of any such order.

25.42

Listing of Notes

(a)

Subject to the provisions of paragraph (b) below, the Borrower shall use its reasonable endeavours to obtain and maintain the admission to listing of all of the Notes then in issue on the official list of listed securities maintained by The International Stock Exchange (TISE) so that each Note qualifies as a “quoted Eurobond” within the meaning of section 987 of the ITA (a Quoted Eurobond) as soon as reasonably practicable following the Closing Date and in any event prior to 30 June 2024.

(b)

If the Notes then in issue:

(i)

have not been Listed on or before 30 June 2024; or

(ii)

are listed on TISE on or before 30 June 2024 but, due to a change in law or an order by HMRC occurring after the date of this Agreement, do not qualify as Quoted Eurobonds or do not benefit from the exemption from withholding tax on payments of interest pursuant to section 882 of the ITA (the Quoted Eurobond Exemption),

within 30 days of 30 June 2024 (in respect of sub-paragraph (i) above) or such change of law or order by HMRC occurring (in respect of sub-paragraph (ii) above) (the Gross-up Date):

(A)

the Borrower will use its reasonable endeavours to: (x) select an alternative “recognised stock exchange” within the meaning of section 1005 of the ITA and which is approved by all of the Note Holders and the Majority Lenders (an Alternative Exchange); and (y) list the Notes on such Alternative Exchange within three Months of the Gross-up Date;

(B)

the Borrower and the Note Holders may agree such changes to the Note Documents as the Borrower and the Note Holders may reasonably consider to be required (provided that the Lenders first approve such changes in accordance with the terms of the Intercreditor Agreement) in order for the Notes then in issue to be listed on TISE within one Month of the Gross-up Date; or

(C)

the Borrower and the Subscribers shall, where applicable, agree (to the extent possible and acting reasonably and subject to the agreement of the Lenders as required by the Intercreditor Agreement) such other changes to the Note Documents so that the Notes qualify as Quoted Eurobonds or otherwise fall within the Quoted Eurobond Exemption, and to the extent that is not possible or otherwise reasonably achievable they shall (acting reasonably) explore the availability of other exemptions from UK withholding tax on interest payments under the Notes.

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(c)

Each of the periods set out in paragraph (b) above may be extended by agreement between the Borrower and the Note Holders, with the prior approval of the Majority Lenders.

(d)

The Borrower must obtain the prior written approval of the Majority Lenders before disclosing any confidential information relating to the Finance Documents to any Alternative Exchange.

Events of Default

Each of the events or circumstances set out in this Clause 26 is an Event of Default (save for Clause 26.19 (Acceleration), Clause 26.20 (Portfolio-wide Materiality) and Clause 26.21 (Clean-Up Periods), and subject to Clause 26.20 (Portfolio-wide Materiality)).

26.1

Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)

its failure to pay is caused by:

(i)

administrative or technical error; or

(ii)

a Disruption Event; and

(b)

payment is made within 5 Business Days of its due date.

26.2

Financial covenants and other obligations

(a)

Any requirement of Clause 24 (Financial covenants) is not satisfied (subject to Clause 24.5 (LTV Covenant cure)), or an Obligor does not comply with any Compliance Provision or the provisions of any of:

(i)

Clause 25.7 (Merger);

(ii)

Clause 25.34 (Guarantor coverage);

(iii)

paragraph (b) of Clause 25.36 (Further assurance), or any provision of a Transaction Security Document requiring the delivery of share certificates, transfers and stock transfer forms or equivalent or other documents of title; or

(iv)

Clause 25.39 (Conditions subsequent to Closing Date Utilisations).

(b)

The Borrower fails to cure a Value Deficiency Event within the applicable Value Deficiency Cure Period.

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26.3

Other obligations

(a)

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.1 (Non-payment) and Clause 26.2 (Financial covenants and other obligations)).

(b)

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within:

(i)

in the case of a breach of Clause 23.3 (Financial statements) or Clause 23.4 (Provision and contents of Compliance Certificate), 5 Business Days; or

(ii)

in any other case, 14 Business Days,

of the earlier of (A) the Agent giving notice to the Borrower or other relevant Obligor and (B) the Borrower or another Obligor becoming aware of the failure to comply.

26.4

Misrepresentation

(a)

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

(b)

No Event of Default under paragraph (a) above will occur if:

(i)

the representation or statement was not made under or in relation to a Compliance Provision; and

(ii)

the events or circumstances which resulted in the misrepresentation are, in the opinion of the Agent, capable of remedy and are remedied within 14 Business Days of the earlier of (A) the Agent giving notice to the Borrower or other relevant Obligor, and (B) the Borrower or another Obligor becoming aware of the misrepresentation.

26.5

Cross default

(a)

Any Financial Indebtedness of any CorpAcq Holdco or any Obligor or Portfolio Company is not paid when due nor within any originally applicable grace period.

(b)

Any Financial Indebtedness of any CorpAcq Holdco or any Obligor or Portfolio Company is declared to be or otherwise becomes due and payable before its specified maturity as a result of an event of default (however described).

(c)

Any commitment for any Financial Indebtedness of any CorpAcq Holdco or any Obligor or Portfolio Company is cancelled or suspended by a creditor of any CorpAcq Holdco or any Obligor or Portfolio Company as a result of an event of default (however described).

(d)

Any creditor of any CorpAcq Holdco or any Obligor or Portfolio Company becomes entitled to declare any Financial Indebtedness of any CorpAcq Holdco or any Obligor or Portfolio Company due and payable prior to its specified maturity as a result of an event of default (however described).

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(e)

No Event of Default will occur under this Clause 26.5:

(i)

in respect of any CorpAcq Holdco, the Borrower or the Parent if the aggregate amount of that company’s Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than £10,000,000 (or its equivalent in any other currency or currencies); or

(ii)

in respect of another Obligor or a Portfolio Company, if the aggregate amount of:

(A)

that Obligor or Portfolio Company’s Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than £10,000,000 (or its equivalent in any other currency or currencies); and

(B)

Financial Indebtedness or commitment for Financial Indebtedness of all such Obligors and Portfolio Companies falling within paragraphs (a) to (d) above is less than £15,000,000 (or its equivalent in any other currency or currencies).

(f)

For the avoidance of doubt, references to “Financial Indebtedness” in this Clause 26.5 include any Financial Indebtedness incurred under the Note Documents, save that paragraph (e) above will not apply to such Financial Indebtedness.

26.6

Insolvency

(a)

Any CorpAcq Holdco or any Obligor or other Group Company:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)

suspends or threatens to suspend making payments on any of its debts; or

(iv)

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)

A moratorium is declared in respect of any indebtedness of any CorpAcq Holdco or any Obligor or other Group Company. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.7

Insolvency proceedings

(a)

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any CorpAcq Holdco or any Obligor or other Group Company;

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(ii)

a composition, compromise, assignment or arrangement with any creditor of any CorpAcq Holdco or any Obligor or other Group Company;

(iii)

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or other similar officer in respect of any CorpAcq Holdco or any Obligor or other Group Company or any of its assets; or

(iv)

enforcement of any Security over any assets of any CorpAcq Holdco or any Obligor or other Group Company, where the aggregate value of all assets so affected exceeds £1,000,000,

or any analogous procedure or step is taken in any jurisdiction.

(b)

No Event of Default under paragraph (a) above will occur in relation to:

(i)

any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of its presentation and in any event before it is advertised; or

(ii)

any step or procedure contemplated by paragraph (b) of the definition of Permitted Transaction.

26.8

Creditors' process

Any expropriation, attachment, sequestration, distress or execution, or any analogous process in any jurisdiction, affects any asset or assets of any CorpAcq Holdco or any Obligor or other Group Company, where:

(a)

the aggregate value of all assets so affected exceeds £1,000,000; and

(b)

the relevant process is not discharged within 14 days.

26.9

Unlawfulness and invalidity

(a)

Subject to the Legal Reservations, it is or becomes unlawful for an Obligor or any other Group Company that is a party to the Intercreditor Agreement or the SSO Subordination Agreement to perform any of its obligations under the Finance Documents, or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective, or any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement is or becomes unlawful.

(b)

Any obligation or obligations of any Obligor under any Finance Documents or of any other Group Company under the Intercreditor Agreement or the SSO Subordination Agreement are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)

Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect, or any Transaction Security, any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

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26.10

Documents with third parties

(a)

Any party to the Intercreditor Agreement, the SSO Subordination Agreement, a Minority Shareholder Waiver Letter or a Pay-off Letter (other than a Finance Party or (in the case of a Finance Document) an Obligor) fails to comply with the provisions of, or does not perform its obligations under, that agreement or instrument.

(b)

A representation or warranty given by any party to the Intercreditor Agreement, the SSO Subordination Agreement, a Minority Shareholder Waiver Letter, or a Pay-off Letter (other than a Finance Party or an Obligor) in that Finance Document is incorrect in any material respect.

(c)

No Event of Default under:

(i)

paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within; or

(ii)

paragraph (b) above will occur if the non-compliance or circumstances giving rise to the misrepresentation are capable of remedy, and are remedied within,

14 Business Days of the earlier of (A) the Agent giving notice to the relevant party and (B) the relevant party becoming aware of the failure to comply or non-compliance or misrepresentation (as applicable).

26.11

Cessation of business

Any Obligor or other Group Company (or, following De-SPAC Completion, the De-SPAC Mergeco) suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business, except as a result of a Permitted Disposal.

26.12

Change of ownership

(a)

CorpAcq Finance ceases to be a wholly-owned direct Subsidiary of the Borrower.

(b)

An Obligor ceases to own:

(i)

directly at least the same percentage of shares in a Charged Group Company as on the Closing Date (or, in the case of a Charged Group Company that is acquired after the Closing Date, as on the Completion Date for that acquisition); or

(ii)

directly or indirectly at least the same percentage of shares in an Operating Company as on the Closing Date (or, in the case of an Operating Company that is acquired after the Closing Date, as on the Completion Date for that acquisition);

in each case, except as a result of a Permitted PC Disposal or a Permitted Share Issue.

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26.13

Audit qualification

(a)

The Borrower's Auditors qualify the audited annual consolidated financial statements of the Borrower for any Financial Year ending on or after 31 December 2023.

(b)

The statutory auditors to the De-SPAC Mergeco qualify the audited annual consolidated financial statements of the De-SPAC Mergeco.

(c)

The statutory auditors to the Parent qualify the audited annual consolidated financial statements of the Parent.

(d)

No Event of Default under any of paragraphs (a) to (c) above will occur as a result of a “going concern” qualification due solely to the need to refinance the Facilities on maturity.

26.14

Repudiation and rescission of agreements

(a)

An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

(b)

Any party to the Intercreditor Agreement, the SSO Subordination Agreement, a Minority Shareholder Waiver Letter or a Pay-off Letter (other than a Finance Party or (in the case of a Finance Document) an Obligor) rescinds or purports to rescind or repudiates or purports to repudiate, or evidences an intention to rescind or repudiate, any of those agreements or instruments in whole or in part where, in the reasonable opinion of the Majority Lenders, to do so has or is reasonably likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

26.15

Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened in writing, or any judgment or order of a court, arbitral body or agency is made, in relation to the Transaction Documents or the transactions contemplated in the Transaction Documents or against any Obligor or Group Company or its assets which have, or has, or are, or is, reasonably likely to have a Material Adverse Effect.

26.16

Charged Property and other Material Assets

(a)

Any of the following events occurs, save with the prior written consent of the Lenders or as expressly permitted under a Finance Document:

(i)

an Obligor or any other Group Company that is a party to the Intercreditor Agreement or the SSO Subordination Agreement does not own, or ceases to own, any of its Material Assets, free from any claims, third party rights or competing interests;

(ii)

any Material Asset is subject to any Security or Quasi-Security, other than as permitted under Clause 25.15 (Negative pledge), or is disposed of, other than as permitted under Clause 25.16 (Disposals);

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(iii)

any Charged Shares are cancelled, mandatorily redeemed or required to be sold or otherwise transferred to a third party, or otherwise are not or cease to be validly issued and fully paid up, or any restriction exists or is imposed on the transfer of any Charged Shares on enforcement of the Transaction Security, or any third party has or claims to have an interest in any Charged Shares; or

(iv)

any Transaction Account is closed or requested to be closed, or any amount is debited from a Transaction Account.

(b)

Any of the following events occurs, save with the prior written consent of the Lenders or as expressly permitted under a Finance Document:

(i)

any party to a Material Contract breaches its obligations under that contract;

(ii)

any Material Contract is amended, varied, waived, suspended, terminated, frustrated, cancelled or otherwise ceases to be in full force and effect, or is alleged by a party to it to be ineffective; or

(iii)

any event or circumstance referred to any of Clause 26.6 (Insolvency) to Clause 26.8 (Creditors' process) or Clause 26.11 (Cessation of business) occurs or exists in relation to a counterparty to a Material Contract (for these purposes treating references in those Clauses to any Obligor as a reference to that counterparty),

in each case where, in the reasonable opinion of the Majority Lenders, this has or is reasonably likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

26.17

Remedial Order

A court makes a remedial order in relation to section 755 of the Companies Act 2006 requiring the Borrower to redeem the Notes or for any person connected with the issue of the Notes to purchase the Notes from the Note Holders.

26.18

Material adverse change

Any events or circumstances occur or exist which (whether taken individually or cumulatively) have a Material Adverse Effect.

26.19

Acceleration

(a)

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders:

(i)

by notice to the Borrower:

(A)

cancel the Available Commitment of each Lender, at which time each such Available Commitment shall immediately be cancelled and each Facility shall immediately cease to be available for further utilisation;

(B)

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

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(C)

declare that all or part of the Loans be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(ii)

exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

(b)

Each Obligor undertakes that, if the Agent has exercised or has been directed to exercise any of it rights under paragraph (a) above, it will assist and cooperate with the Finance Parties and/or any Delegate or Receiver or other insolvency officer appointed by any of them under any Finance Document:

(i)

in the exercise of any powers, rights, remedies or discretions available to the relevant Finance Party under the Finance Documents;

(ii)

by exercising any rights available to that Obligor against any other party under the terms of the relevant Minority Shareholders' Agreement in the manner directed by the Agent; and/or

(iii)

in connection with the disposal of any of its assets, in the manner directed by the Finance Parties or (as applicable) any Delegate or Receiver or other insolvency officer appointed by them (including through the Security Agent) under any Finance Document,

provided that nothing in this paragraph (b) obliges an Obligor to take any action that would (A) cause any of its directors to breach their director’s duties or (B) breach any applicable law.

26.20

Portfolio-wide Materiality

(a)

In this Clause 26.20:

Disregarded Operating Company means an Operating Company that is a Disregarded Portfolio Company or a Disregarded PC Group Member.

Disregarded PC Group Member means, in relation to a Disregarded Portfolio Company:

(i)

any of its Subsidiaries;

(ii)

any other member of its PC Group that has given a PC Group Loan to, or a PC Group Guarantee in respect of liabilities of, that Disregarded Portfolio Company; or

(iii)

any other member of its PC Group has received a PC Group Loan from, or benefitted from a PC Group Guarantee in respect of its liabilities given by, that Disregarded Portfolio Company.

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Excluded Default means an Event of Default (as well as any related Default) under any of the following:

(i)

any Compliance Provision;

(ii)

Clause 25.16 (Disposals) to the extent it arises due to the disposal of all or part of a legal entity, or a business or undertaking; and

(iii)

Clause 26.3 (Other obligations) or Clause 26.4 (Misrepresentation) in relation to any obligation, representation or statement that is expressly qualified by reference to a Material Adverse Effect.

Relevant Default means any Event of Default (as well as any related Default) under any of the following:

(i)

Clause 26.3 (Other obligations), other than any Excluded Default;

(ii)

Clause 26.4 (Misrepresentation), other than any Excluded Default;

(iii)

Clause 26.6 (Insolvency);

(iv)

Clause 26.7 (Insolvency proceedings);

(v)

Clause 26.8 (Creditors' process); and/or

(vi)

Clause 26.11 (Cessation of business).

(b)

No Relevant Default will be considered a Default (save for the purposes of the definition of “Relevant Default”) if it:

(i)

arises in relation to a Portfolio Company (a Disregarded Portfolio Company); and

(ii)

affects only that Disregarded Portfolio Company and members of its PC Group,

and provided that the conditions in paragraph (c) below are being met.

(c)

Paragraph (c) above will apply to a Relevant Default for so long as that Relevant Default would otherwise be continuing, provided that:

(i)

the aggregate PC EBITDA of all Disregarded Operating Companies does not exceed 10 per cent. of Adjusted Group EBITDA; and

(ii)

each Compliance Certificate delivered under this Agreement:

(A)

identifies:

each Disregarded Portfolio Company as such; and

if different, each Disregarded PC Group Member as such,

as well as the Relevant Defaults applicable to it or them;

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(B)

certifies that Disregarded Operating Company has been excluded from all calculations of PC Collateral Value, PC Interest Cover and PC Leverage in that Compliance Certificate;

(C)

certifies that the aggregate PC EBITDA of all Disregarded Operating Companies does not exceed 10 per cent. of Adjusted Group EBITDA; and

(D)

certifies the percentage of Adjusted Group EBITDA, Group Operating Cashflow, Group Finance Charges and Group Net Debt attributable to all Disregarded Portfolio Companies and other Disregarded PC Group Members.

26.21

Clean-Up Periods

At any time during a Clean-Up Period for the acquisition of a PC Acquisition Target, notwithstanding any other provision of any Finance Document:

(a)

any breach of an applicable Clean-Up Representation or a Clean-Up Undertaking; or

(b)

any Event of Default constituting an applicable Clean-Up Default,

will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default (as the case may be) if:

(i)

it would have been (if it were not for this Clause 26.21) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to that Permitted Acquisition Target or (if applicable) any other member of its PC Acquisition Target Group (or any obligation to procure or ensure in relation to that PC Acquisition Target or other member of its PC Acquisition Target Group);

(ii)

it is capable of remedy and reasonable steps are being taken to remedy it;

(iii)

the circumstances giving rise to it have not been procured by or approved by the Parent or any Group Company that is not that PC Acquisition Target or (if applicable) a member of its PC Acquisition Target Group; and

(iv)

it does not have and is not reasonably likely to have a Material Adverse Effect.

If the relevant circumstances are continuing on or after the Clean-Up End Date, there shall be immediately be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

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Section 9 – Changes to Parties

Changes to the Lenders

27.1

Assignments and transfers by the Lenders

Subject to this Clause 27 and to Clause 28 (Restriction on Debt Purchase Transactions), a Lender (the Existing Lender) may:

(a)

assign any of its rights; or

(b)

transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

27.2

Borrower consent

(a)

The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

(i)

to another Lender or an Affiliate of any Lender;

(ii)

to a fund which is a Related Fund of that Existing Lender; or

(iii)

made at a time when an Event of Default is continuing.

(b)

The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Xxxxxx has requested it unless consent is expressly refused by the Borrower within that time.

(c)

Paragraph (b) above does not apply to an assignment or transfer to a Competitor or Distressed Fund.

27.3

Other conditions of assignment or transfer

(a)

Save for an assignment or transfer made at any time when an Event of Default is continuing, an assignment or transfer of part of a Lender's participation must be in an amount such that that Xxxxxx's remaining participation (when aggregated with its Affiliates' and Related Funds' participation) in respect of Commitments or Utilisations made under the Facilities (taken together) is in a minimum amount of £5,000,000.

(b)

An assignment will be effective only on:

(i)

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

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(ii)

the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and

(iii)

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

(c)

A transfer will be effective only if the New Lender enters into the documentation required for it to accede as a party to the Intercreditor Agreement, and if the procedure set out in Clause 27.6 (Procedure for transfer) is complied with.

(d)

If:

(i)

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

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 16 (Tax gross-up and indemnities) or Clause 17 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(e)

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

27.4

Assignment or transfer fee

(a)

Subject to paragraph (b) below, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of [***].

(b)

No fee is payable pursuant to paragraph (a) above if:

(i)

the Agent agrees (in its absolute discretion) that no fee is payable; or

(ii)

the assignment or transfer is made by an Existing Lender:

(A)

to an Affiliate of that Existing Lender;

(B)

to a fund which is a Related Fund of that Existing Lender; or

(C)

in connection with primary syndication of any Facility.

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27.5

Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Obligor;

(iii)

the performance and observance by any Obligor or any other Group Company of its obligations under the Transaction Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)

Each New Lender confirms to the Existing Lender, the other Finance Parties and the Secured Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.

27.6

Procedure for transfer

(a)

Subject to the conditions set out in Clause 27.2 (Borrower consent) and Clause 27.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below, when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

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(b)

The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New 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 transfer to such New Lender.

(c)

Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the Discharged Rights and Obligations);

(ii)

each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other Group Company and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Agent, the Arranger, the Security Agent, the New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger, the Security Agent and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a Lender.

27.7

Procedure for assignment

(a)

Subject to the conditions set out in Clause 27.2 (Borrower consent) and Clause 27.3 (Other conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New 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 assignment to such New Lender.

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(c)

Subject to Clause 27.10 (Pro rata interest settlement), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released from the obligations (the Relevant Obligations) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a Lender and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 27.7 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 27.6 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Borrower consent) and Clause 27.3 (Other conditions of assignment or transfer).

27.8

Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

27.9

Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 27, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including:

(a)

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)

any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

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27.10

Pro rata interest settlement

(a)

If the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.6 (Procedure for transfer) or any assignment pursuant to Clause 27.7 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii)

the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:

(A)

when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and

(B)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.10, have been payable to it on that date, but after deduction of the Accrued Amounts.

(b)

In this Clause 27.10 references to Interest Period shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 27.10 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

Restriction on Debt Purchase Transactions

28.1

Prohibition on Debt Purchase Transactions by the Group

The Borrower shall not, and shall procure that each other Group Company shall not, enter into any Debt Purchase Transaction or beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.

28.2

Disenfranchisement of Parent Affiliates

(a)

For so long as a Parent Affiliate:

(i)

beneficially owns a Commitment; or

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(ii)

has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:

in ascertaining:

(A)

the Majority Lenders; or

(B)

whether:

any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

the agreement of any specified group of Lenders

has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents,

such Commitment shall be deemed to be zero and such Parent Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purposes of paragraphs (A) and (B) above (unless in the case of a person not being a Parent Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).

(b)

Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 12 (Forms of Notifiable Debt Purchase Transaction Notice).

(c)

A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:

(i)

is terminated; or

(ii)

ceases to be with a Parent Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 12 (Forms of Notifiable Debt Purchase Transaction Notice).

(d)

Each Parent Affiliate that is a Xxxxxx agrees that:

(i)

in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and

(ii)

in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.

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28.3

Parent Affiliates' notification to other Lenders of Debt Purchase Transactions

Any Parent Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5.00 pm on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall promptly disclose such information to the Lenders.

Changes to the Obligors

29.1

Assignments and transfers by Obligors

No Obligor may (and the Borrower shall procure that no other Group Company will) assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

29.2

Additional Guarantors

(a)

Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.13 (Know your customer checks), the Borrower may request that any Eligible Operating Company become an Additional Guarantor and accede to the Intercreditor Agreement as a Debtor.

(b)

An Operating Company shall, if so requested by the Borrower in accordance with paragraph (a) above, become an Additional Guarantor if:

(i)

the Borrower has confirmed that such Operating Company is an Eligible Operating Company;

(ii)

the Borrower and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and

(iii)

the Agent has received all of the documents and other evidence listed in Part 3 of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(c)

The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 3 of Schedule 2 (Conditions precedent).

(d)

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 (c) above, the Lenders authorise (but do not require) the Agent:

(i)

to make its own determination as to whether the documents and other evidence it has received are satisfactory for the purpose of paragraph (iii) of paragraph (b) above; and

(ii)

to give the notification described in paragraph (c) above if it determines that they are.

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

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29.3

Resignation of a Guarantor

(a)

The Borrower may request that a Portfolio Company ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:

(i)

that Portfolio Company (or its Holding Company) is being disposed of by way of a PC Disposal and the Borrower has confirmed this is the case; or

(ii)

all the Lenders have consented to the resignation of that Guarantor.

(b)

The Agent shall accept a Resignation Letter and notify the Borrower and the Lenders of its acceptance if:

(i)

in the case of a resignation under paragraph (a)(ii) above, the Borrower has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;

(ii)

no payment is due from the Guarantor under Clause 21.1 (Guarantee and indemnity); and

(iii)

the Borrower has confirmed that it shall ensure that the PC Disposal Proceeds will be paid to the Holding Account as required by clause 11.2 (Holding Account) of the Intercreditor Agreement.

(c)

The resignation of that Guarantor shall not be effective until the date of the relevant PC Disposal, at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.

29.4

Repetition of Representations

Delivery of an Accession Deed constitutes confirmation by the relevant Portfolio Company that the representations and warranties referred to in paragraph (e) of Clause 22.32 (Times when representations and warranties made) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

29.5

Resignation and release of security on disposal or winding up

(a)

If:

(i)

a Portfolio Company or its Holding Company is being disposed of by way of a PC Disposal; or

(ii)

any Real Property or any interest in Real Property is being disposed of pursuant to a Permitted Sale and Leaseback; and

(iii)

in each case, the Borrower has confirmed this is the case,

the Security Agent shall (and is irrevocably authorised by the Lenders to), at the cost and request of the Borrower, release any of the assets, business or shares of that Portfolio Company (or any of its Subsidiaries) from the Transaction Security and/or (if applicable) issue certificates of non-crystallisation, provided that any such release of Transaction Security shall become effective only on the making of the relevant disposal.

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(b)

If:

(i)

a Portfolio Company is being wound up pursuant to paragraph of the definition “Permitted Transaction”; and

(ii)

the Borrower has confirmed this is the case,

the Security Agent shall (and is irrevocably authorised by the Lenders to), at the cost and request of the Borrower, release any of the shares of that Portfolio Company from the Transaction Security and (if applicable) issue certificates of non-crystallisation, provided that any such release of Transaction Security under paragraph (a) above shall become effective only on the winding up of that Portfolio Company.

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Section 10 – The Finance Parties

Role of the Agent and the Arranger

30.1

Appointment of the Agent

(a)

Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b)

Each of the Arranger and the Lenders authorises the Agent:

(i)

to perform the duties, obligations and responsibilities; and

(ii)

to exercise the rights, powers, authorities and discretions,

specifically given to the Agent under or in connection with the Finance Documents, together with any other incidental rights, powers, authorities and discretions.

30.2

Instructions

(a)

The Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority, duty, determination, designation, instruction, approval, demand, requirement, appointment, request or discretion vested in it as Agent (including any duty to consult with any other person in relation to any matter vested in it as Agent) in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;

(B)

in all other cases, the Majority Lenders;

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above; and

(iii)

be obliged to act (or refrain from acting) on any instructions or directions received in accordance with this Clause 30.2 only to the extent that it, acting reasonably (on its own initiative and not on the instructions of any of the Lenders), considers such instructions or directions to be incidental to the exercise of the express rights, powers, authorities, duties, determinations, designations, instructions, approvals, demands, requirements, appointments, requests and discretions given to it under the Finance Documents.

(b)

The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion, and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

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(c)

Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d)

Paragraph (a) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Agent to act in a specified manner or to take a specified action; or

(iii)

in respect of any provision that protects the Agent's own position in its personal capacity as opposed to its role of Agent for the relevant Finance Parties, including Clause 30.5 (No fiduciary duties) to Clause 30.10 (Exclusion of liability), Clause 30.14 (Confidentiality) to Clause 30.16 (Credit appraisal by the Lenders), and Clause 30.19 (Amounts paid in error).

(e)

If giving effect to instructions given by the Majority Lenders would (in the Agent's reasonable opinion) have an effect equivalent to an amendment or waiver referred to in Clause 39 (Amendments and waivers), the Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Agent) whose consent would have been required in respect of that amendment or waiver.

(f)

The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(g)

In the absence of instructions (including as to how to exercise a discretion, right, power or authority under the Finance Documents) the Agent may (but need not) act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(h)

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Xxxxxx's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (h) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

30.3

Duties of the Agent

(a)

The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

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(c)

Without prejudice to Clause 27.8 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement or any Increase Confirmation.

(d)

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e)

If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f)

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

(g)

The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.4

Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

30.5

No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b)

Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

30.6

Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Group Company.

30.7

Rights and discretions

(a)

The Agent may:

(i)

rely on any representation, communication notice or document (including any notice given by a Lender pursuant to paragraphs (b) or (c) of Clause 28.2 (Disenfranchisement of Parent Affiliates)) believed by it to be genuine, correct and appropriately authorised;

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(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person or within that person’s power to verify; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;

(iii)

any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and

(iv)

no Notifiable Debt Purchase Transaction:

(A)

has been entered into;

(B)

has been terminated; or

(C)

has ceased to be with a Parent Affiliate.

(c)

The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

(e)

The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

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(f)

The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

(g)

Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h)

Without prejudice to the generality of paragraph (g) above, the Agent:

(i)

may disclose; and

(ii)

on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(i)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j)

Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.8

Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for (or under an obligation to verify):

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or any Information Package or otherwise any Reports or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or

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(c)

any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.9

No duty to monitor

The Agent shall not be bound to enquire:

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

whether any other event specified in any Finance Document has occurred.

30.10

Exclusion of liability

(a)

Without limiting paragraph (b) below, (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent, the Agent will not be liable (including for negligence or any other category of liability whatsoever) for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;

(ii)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document (including when acting as attorney for an Obligor or other party under any Finance Document), the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security;

(iii)

any shortfall that arises on the enforcement of the Transaction Security or realisation of the Charged Property; or

(iv)

without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

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(b)

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent, in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d)

Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i)

any "know your customer" or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

30.11

Xxxxxxx' indemnity to the Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever, but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents, and including when acting as attorney for an Obligor or other party under any Finance Document, (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

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(b)

Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Xxxxxx makes to the Agent pursuant to paragraph (a) above.

(c)

Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to an Obligor.

30.12

Resignation of the Agent

(a)

The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Borrower.

(b)

Alternatively, the Agent may resign by giving 30 days' notice to the Lenders and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c)

If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in the United Kingdom).

(d)

If the Agent wishes to resign because (acting reasonably, on its own initiative) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably, on its own initiative) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees, together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates, and those amendments will bind the Parties.

(e)

The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f)

The Agent's resignation notice shall only take effect upon the appointment of a successor.

(g)

Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 18.3 (Indemnity to the Agent) and this Clause 29 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(h)

The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)

the Agent fails to respond to a request under Clause 16.8 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Agent pursuant to Clause 16.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and that Xxxxxx, by notice to the Agent, requires it to resign.

(i)

The Agent shall not be obliged to provide any reason for its resignation under this Clause 30.12.

30.13

Replacement of the Agent

(a)

After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Xxxxxxx) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

(b)

The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c)

The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 18.3 (Indemnity to the Agent) and this Clause 30.13 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d)

Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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30.14

Confidentiality

(a)

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

(c)

Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to disclose to any other person:

(i)

any confidential information (other than Confidential Information it is permitted to disclose to that person in accordance with the terms of this Agreement); or

(ii)

any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

30.15

Relationship with the Lenders

(a)

Subject to Clause 27.10 (Pro rata interest settlement), the Agent may treat the person shown in its records as Xxxxxx at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)

entitled to or liable for any payment due under any Finance Document on that day; and

(ii)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)

Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means is permitted under Clause 35.7 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Xxxxxx for the purposes of Clause 35.3 (Addresses) and paragraph (ii) of Clause 35.7 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Xxxxxx.

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(c)

Each Finance Party shall supply the Agent with any information that the Agent may reasonably specify as being necessary or desirable to enable the Agent to perform its functions as Agent.

30.16

Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including:

(a)

the financial condition, status and nature of each Group Company and any surety for, or provider of Security in respect of, any Obligor's obligations under any Finance Document;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(c)

whether that Xxxxxx has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d)

the adequacy, accuracy or completeness of any Information Package, any Reports and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)

the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

30.17

Agent's management time

(a)

Any amount payable to the Agent under Clause 18.3 (Indemnity to the Agent), Clause 20 (Costs and expenses) and Clause 30.11 (Lenders' indemnity to the Agent) shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 15 (Fees).

(b)

Any cost of utilising the Agent's management time or other resources shall include any such costs in connection with Clause 28.2 (Disenfranchisement of Parent Affiliates).

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30.18

Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

30.19

Amounts paid in error

(a)

If the Agent pays an amount to another Party and within 5 Business Days of the date of payment the Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(b)

Neither:

(i)

the obligations of any Party to the Agent; nor

(ii)

the remedies of the Agent,

(whether arising under this Clause 30.19 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Agent or any other Party).

(c)

All payments to be made by a Party to the Agent (whether made pursuant to this Clause 30.19 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(d)

In this Agreement, Erroneous Payment means a payment of an amount by the Agent to another Party which the Agent determines (in its sole discretion) was made in error.

30.20

Reliance and engagement letters

Each Finance Party and each Secured Party which is a Party confirms that each of the Arranger and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Agent) the terms of any reliance letter or engagement letters relating to any PC Acquisition Reports or any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those PC Acquisition Reports, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

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Conduct of business by the Finance Parties

No provision of this Agreement will:

(a)

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

Sharing among the Finance Parties

32.1

Definitions

In this Clause 32:

(a)

Recovering Finance Party means a Finance Party that receives or recovers a Recovered Amount or a Lender that receives a Received Amount.

(b)

Sharing Payment means an amount referred to in sub-paragraph (iii) or (b)(iii) of Clause 32.2 (Payments to Finance Parties).

32.2

Payments to Finance Parties

(a)

If a Finance Party receives or recovers any amount from an Obligor other than in accordance with Clause 33 (Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(i)

the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

(ii)

the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(iii)

the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent (or to another Finance Party, as the Agent shall direct in accordance with this Clause 32) an amount equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with paragraph (a) of Clause 33.6 (Partial payments).

(b)

If any Lender (a Shortfall Lender) does not receive in full any amount (a Shortfall Amount) due to it from an Obligor in accordance with paragraph (c) of Clause 33.1 (Payments to the Agent), and that Shortfall Lender notifies the Agent of the same within three Business Days of the due date for payment (the Relevant Payment Date):

(i)

the Agent shall determine the total Shortfall Amounts owing to Lenders in respect of the Relevant Payment Date (and each other Lender shall, at the Agent’s request, confirm to the Agent the amount, if any, it received from that Obligor on the Relevant Payment Date (the Received Amount), and any relevant Shortfall Amount);

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(ii)

the Agent shall determine whether any Xxxxxx’s Received Amount is in excess of the amount that Lender would have been paid had all Received Amounts been received by the Agent in accordance with paragraph (a) of Clause 33.1 (Payments to the Agent) and distributed by the Agent in accordance with Clause 33.6 (Partial payments), without taking account of any Tax which would be imposed on the Agent in relation to the receipt or distribution; and

(iii)

each Lender shall, within three Business Days of demand by the Agent, pay to the Agent (or to another Lender, as the Agent shall direct in accordance with this Clause 32) to each Shortfall Lender an amount equal to its Received Amount less any amount which the Agent determines may be retained by that Lender as its share of the total Received Amounts had these been received by the Agent in accordance with paragraph (a) of Clause 33.1 (Payments to the Agent) and distributed by the Agent in accordance with Clause 33.6 (Partial payments), without taking account of any Tax which would be imposed on the Agent in relation to the receipt or distribution.

32.3

Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor to the Agent in accordance with paragraph (a) of Clause 33.1 (Payments to the Agent) and shall distribute it (or direct that it be distributed) between:

(a)

in the case of a Recovered Amount, the Finance Parties (other than the Recovering Finance Party); or

(b)

in the case of a Received Amount, the Lenders (other than the Recovering Finance Party),

(in each case, the Sharing Finance Parties) in accordance with paragraph (a) of Clause 33.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

32.4

Recovering Finance Party's rights

On a distribution by (or instructed by) the Agent under Clause 32.3 (Redistribution of payments) of a payment received or recovered by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

32.5

Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Finance Party, then:

(a)

each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

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(b)

as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

32.6

Exceptions

(a)

This Clause 32 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b)

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified the other Finance Party of the legal or arbitration proceedings; and

(ii)

the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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Section 11 – Administration

Payment mechanics

33.1

Payments to the Agent

(a)

Subject to paragraph (c) below, on each date on which an Obligor or a Lender is required to make a payment under a Finance Document that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Agent, in each case, specifies.

(c)

For so long as Oxane Partners Limited acts as Agent:

(i)

an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with this Clause 33.1, shall pay such amount directly to the relevant Obligor (in the case of a payment by a Lender) or the relevant Lender (in the case of a payment by an Obligor) on the due date for payment under the Finance Documents; and

(ii)

notwithstanding the other terms of the Finance Documents (but subject to Clause 32 (Sharing among the Finance Parties)), an Obligor or a Lender which has made a payment in accordance with this paragraph (c) shall be discharged of the relevant payment obligation under the Finance Documents.

33.2

Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 33.3 (Distributions to an Obligor) and Clause 33.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

33.3

Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 34 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

33.4

Clawback and pre-funding

(a)

Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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(b)

Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c)

If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i)

the Agent shall notify the Borrower of that Xxxxxx's identity and the Borrower shall on demand refund that sum to the Agent; and

(ii)

the Lender by whom those funds should have been made available or, if that Xxxxxx fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Xxxxxx.

33.5

Impaired Agent

(a)

If, at any time, the Agent becomes (and for so long as it is) an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 33.1 (Payments to the Agent) may instead either:

(i)

pay that amount direct to the required recipient(s); or

(ii)

if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the Paying Party) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the Recipient Party or Recipient Parties).

In each case such payments must be made on the due date for payment under the Finance Documents.

(b)

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c)

A Party which has made a payment in accordance with this Clause 33.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

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(d)

Promptly upon the appointment of a successor Agent in accordance with Clause 30.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 33.2 (Distributions by the Agent).

(e)

A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i)

that it has not given an instruction pursuant to paragraph (d) above; and

(ii)

that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

33.6

Partial payments

(a)

If the Agent or the Security Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid amount owing to the Agent or the Security Agent under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued and unpaid Financing Amounts and Make Whole Amounts;

(iii)

thirdly, in or towards payment pro rata of any other accrued interest, fee or commission due but unpaid under the Finance Documents;

(iv)

fourthly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents; and

(v)

fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)

If a Lender receives a payment in accordance with paragraph (c) of Clause 33.1 (Payments to the Agent) for application against amounts due to it in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable to that Lender by an Obligor under those Finance Documents, that Lender shall apply that payment towards the obligations of that Obligor to that Lender under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any accrued and unpaid Financing Amounts and Make Whole Amounts due to it;

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(ii)

secondly, in or towards payment pro rata of any other accrued interest, fee or commission due to it but unpaid under the Finance Documents;

(iii)

thirdly, in or towards payment pro rata of any principal due to it but unpaid under the Finance Documents; and

(iv)

fourthly, in or towards payment pro rata of any other sum due to it but unpaid under the Finance Documents.

(c)

The Agent, the Security Agent or a Lender shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(v) above.

(d)

Each Lender shall, if so directed by the Majority Lenders (provided that such direction must be given to all Lenders), vary the order set out in paragraph (b) above.

(e)

Paragraphs (a) to (d) above will override any appropriation made by an Obligor.

33.7

No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

33.8

Business Days

(a)

Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

33.9

Currency of account

(a)

Subject to paragraphs (b) to (c) below, sterling is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)

Any amount expressed to be payable in a currency other than sterling shall be paid in that other currency.

33.10

Change of currency

(a)

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

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(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

33.11

Disruption to payment systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a)

the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)

the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)

any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and waivers);

(e)

the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and

(f)

the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Set-off

Following the occurrence of an Acceleration Event, a Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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Notices

35.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter.

35.2

Security Agent's communications with other Finance Parties

The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Agent, and may give to the Agent any notice, document or other communication required to be given by the Security Agent to another Finance Party.

35.3

Addresses

(a)

The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(i)

in the case of the Borrower, that identified with its name below;

(ii)

in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(iii)

in the case of the Agent or the Security Agent, that identified with its name below,

or any substitute address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

(b)

The addresses referred to in paragraph (a)(i) and paragraph (a)(iii) above are as follows:

(i)

The Borrower:

CorpAcq Limited
Corpacq House
0 Xxxxx Xxxxx
Xxxxxxxxxx
Xxxxxxxx XX00 0XX
Xxxxxxx

Attention:

The Directors

Email:

[***]

(ii)

The Agent:

Oxane Partners Limited
Suite 1.03, Spaces
00 Xxx Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx

Attention:

[***]

Email:

[***]

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(iii)

The Security Agent:

Oxane Partners Limited
Suite 1.03, Spaces
00 Xxx Xxxxxxxxx Xxxxxx
Xxxxxx X0X 0XX
Xxxxxx Xxxxxxx

Attention:

[***]

Email:

[***]

35.4

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

when it has been left at the relevant address; or

(ii)

two Business Days (or, in the case of airmail, five Business Days) after being deposited in the post postage prepaid (or, as the case may be, airmail postage prepaid), in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 35.3 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or (as the case may be) the Security Agent and then only if it is expressly marked for the attention of the department or officer identified in paragraph (b) of Clause 35.3 (Addresses) (or any substitute department or officer as the Agent or (as the case may be) the Security Agent shall specify for this purpose).

(c)

All notices under this Agreement from or to an Obligor shall be sent through the Agent.

(d)

Any communication or document made or delivered to the Borrower in accordance with this Clause 35.4 will be deemed to have been made or delivered to each of the Obligors.

(e)

Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

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35.5

Notification of address

Promptly upon changing its address, the Agent shall notify the other Parties.

35.6

Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

35.7

Electronic communication

(a)

Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including by way of posting to a secure website) if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)

Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c)

Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

(d)

Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)

Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 35.7.

35.8

Direct electronic delivery by Xxxxxxxx

The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 35.7 (Electronic communication) to the extent that Xxxxxx and the Agent agree to this method of delivery.

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35.9

English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

Calculations and certificates

36.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

36.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

36.3

Day count convention and interest calculation

(a)

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i)

on the basis of the Day Count Fraction (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and

(ii)

subject to paragraph (b) below, without rounding.

(b)

The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.

Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under a Finance Document shall operate as a waiver, of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party or Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

Amendments and waivers

39.1

Intercreditor Agreement

This Clause 39 is subject to the terms of the Intercreditor Agreement.

39.2

Required consents

(a)

Subject to Clause 39.3 (All Lender matters) and Clause 39.4 (Other exceptions), any term of the Finance Documents may be amended or waived only with the written consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

(b)

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 39.

(c)

The Security Agent may effect any amendment or waiver of a Transaction Security Document permitted by this Clause 39.

(d)

Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 30.7 (Rights and discretions), the Agent or the Security Agent (as the case may be) may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

(e)

Each other Obligor agrees to any such amendment or waiver permitted by this Clause 39 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this paragraph (e), require the consent of all of the Guarantors.

(f)

Paragraph (c) of Clause 27.10 (Pro rata interest settlement) shall apply to this Clause 39.

39.3

All Lender matters

Subject to Clause 39.5 (Changes to reference rates), an amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(a)

the definition of Majority Lenders in Clause 1.1 (Definitions);

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(b)

an extension to the date of payment of any amount under the Finance Documents (other than in accordance with Clause 7.2 (Extension of Termination Date) or in relation to Clause 9 (Mandatory prepayment and cancellation));

(c)

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d)

a change in currency of payment of any amount under the Finance Documents;

(e)

an increase in any Commitment or the Total Commitments, an extension of any Availability Period (other than in accordance with Clause 5.6 (Extension of Availability Period for Facility C) in respect of Facility C) or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility;

(f)

a change to the Borrower or the Guarantors other than in accordance with Clause 29 (Changes to the Obligors);

(g)

any provision which expressly requires the consent of all the Lenders;

(h)

Clause 2.4 (Finance Parties' rights and obligations), Clause 5.1 (Delivery of a Utilisation Request), Clause 9 (Mandatory prepayment and cancellation), the definition of “Change of Control” in Clause 1.1 (Definitions), Clause 10.8 (Application of prepayments), Clause 27 (Changes to the Lenders), Clause 29 (Changes to the Obligors), this Clause 39, Clause 45 (Governing law) or Clause 46.1 (Jurisdiction of English courts);

(i)

(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i)

the guarantee and indemnity granted under Clause 21 (Guarantee and indemnity);

(ii)

the Charged Property; or

(iii)

the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(j)

the release of any guarantee and indemnity granted under Clause 21 (Guarantee and indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is permitted under this Agreement or any other Finance Document;

(k)

any amendment to the order of priority or subordination under the Intercreditor Agreement or the SSO Subordination Agreement; or

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(l)

any Compliance Provision, Clause 9.2 (Sanctions Prepayment Event) or the definition in Clause 1.1 (Definitions) of any defined term used in, or relevant to, those Clauses,

shall not be made or given without the prior consent of all the Lenders.

39.4

Other exceptions

An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent or the Arranger (each in their capacity as such) may not be effected without the consent of the Agent or the Security Agent (in each case, acting on its own initiative and not on the instructions of any of the Lenders), or the Arranger, as the case may be.

39.5

Changes to reference rates

(a)

Subject to Clause 39.4 (Other exceptions), if an RFR Replacement Event has occurred, any amendment or waiver which relates to:

(i)

providing for the use of a Replacement Reference Rate in place of the RFR; and

(ii)

(A)

aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)

enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)

implementing market conventions applicable to that Replacement Reference Rate;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Xxxxxxx) and the Borrower.

(b)

An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Loan under this Agreement to any recommendation of a Relevant Nominating Body which:

(i)

relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and

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(ii)

is issued on or after the date of this Agreement,

may be made with the consent of the Agent (acting on the instructions of the Majority Xxxxxxx) and the Borrower.

(c)

If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) or paragraph (b) above within 15 Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made:

(i)

its Commitments shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(d)

In this Clause 39.5:

RFR Replacement Event means:

(a)

the methodology, formula or other means of determining the RFR has, in the opinion of the Majority Lenders and the Borrower, materially changed;

(b)

(i)

(A)

the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the RFR is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide the RFR;

(ii)

the administrator of the RFR publicly announces that it has ceased or will cease, to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR;

(iii)

the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of the RFR or its supervisor announces that the RFR may no longer be used; or

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(c)

the administrator of the RFR determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(ii)

the RFR is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the "RFR Contingency Period" in the Reference Rate Terms; or

(d)

in the opinion of the Majority Lenders and the Borrower, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

Replacement Reference Rate means a reference rate which is:

(a)

formally designated. nominated or recommended as the replacement for the RFR by:

(i)

the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or

(ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (ii) above;

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to the RFR; or

(c)

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to the RFR.

39.6

Excluded Commitments

If:

(a)

any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 5 Business Days of that request being made; or

(b)

any Lender which is not a Defaulting Lender or an Exempt Lender fails to respond to such a request or such a vote within 15 Business Days of that request being made,

(unless, in either case, the Borrower and the Agent agree to a longer time period in relation to any request)

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(i)

its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

39.7

Replacement of Lender

(a)

(b)

(a)

If:

(i)

any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or

(ii)

an Obligor becomes obliged to repay any amount in accordance with Clause 9.1 (Illegality) or to pay additional amounts pursuant to Clause 17 (Increased Costs) or Clause 16.2 (Tax gross-up) or Clause 16.3 (Tax indemnity) to any Lender,

then the Borrower may, on 10 Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a Replacement Lender) which confirms its willingness to assume and does assume all the obligations of the transferring Lender (in accordance with Clause 27 (Changes to the Lenders)) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 27.10 (Pro rata interest settlement) and other amounts payable in relation thereto under the Finance Documents.

(b)

The replacement of a Lender pursuant to this Clause 39.7 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Agent or Security Agent;

(ii)

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

(iii)

in no event shall the Lender replaced under this Clause 39.7 be required to pay or surrender to such Replacement Lender 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 (a) 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.

(c)

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

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(d)

In the event that:

(i)

the Borrower or the Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of any provisions of the Finance Documents;

(ii)

the consent, waiver or amendment in question requires the approval of all the Lenders; and

(iii)

Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have consented or agreed to such waiver or amendment,

then any Lender (other than an Exempt Lender) who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

39.8

Disenfranchisement of Defaulting Lenders

(a)

For so long as a Defaulting Lender has any Available Commitment, in ascertaining:

(i)

the Majority Lenders; or

(ii)

whether:

(A)

any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the relevant Facility/ies; or

(B)

the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,

that Defaulting Lender's Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender's Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i) and (ii) above.

(b)

For the purposes of this Clause 39.8, the Agent may assume that the following Lenders are Defaulting Lenders:

(i)

any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)

any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred,

211

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

39.9

Replacement of a Defaulting Lender

(a)

The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 5 Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (a Replacement Lender) which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 27 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either

(A)

in an amount equal to the outstanding principal amount of such Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 27.10 (Pro rata interest settlement)) and other amounts payable in relation thereto under the Finance Documents; or

(B)

in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in sub-paragraph (A) above.

(b)

Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.9 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Agent or Security Agent;

(ii)

neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii)

the transfer must take place no later than 10 Business Days after the notice referred to in paragraph (a) above;

(iv)

in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v)

the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.

(c)

The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

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Confidential Information

40.1

Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 40.2 (Disclosure of Confidential Information) and Clause 40.4 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

40.2

Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates (including head offices and branches) and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners (as well as any investors or potential investors in it or its Affiliates or Related Funds) and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)

to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including any person appointed under paragraph (b) of Clause 30.15 (Relationship with the Lenders));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v)

in connection with the enforcement of the Transaction Security;

213

(vi)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vii)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(viii)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.9 (Security over Lenders' rights);

(ix)

who is a Party; or

(x)

with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)

in relation to sub-paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking, except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to sub-paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to sub-paragraphs (b)(v), (vii) and (b)(viii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)

to any person appointed by that Finance Party or by a person to whom sub-paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

214

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors, if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

40.3

Provision of Confidentiality Undertakings to Borrower

A Finance Party must, on request, provide the Borrower with a copy of any Confidentiality Undertaking it requires a person to enter into pursuant to sub-paragraph (b)(A) of Clause 40.2 (Disclosure of Confidential Information) if:

(a)

the Borrower is required to disclose such Confidentiality Undertaking for the purposes of any litigation, arbitration, administrative or other investigations, proceedings or disputes, or the Borrower (acting reasonably) considers disclosure necessary for the purposes of potentially bringing proceedings against the person who provided such Confidentiality Undertaking for breach of such Confidentiality Undertaking; and

(b)

the Borrower certifies to that Finance Party that this is the case.

40.4

Disclosure to numbering service providers

(a)

Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i)

names of Obligors;

(ii)

country of domicile of Obligors;

(iii)

place of incorporation of Obligors;

(iv)

date of this Agreement;

(v)

Clause 45 (Governing law);

(vi)

the names of the Agent and the Arranger;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amounts of, and names of, the Facilities (and any tranches);

(ix)

amount of Total Commitments;

(x)

currency of the Facilities;

(xi)

type of Facilities;

(xii)

ranking of Facilities;

(xiii)

Termination Date for the Facilities;

215

(xiv)

changes to any of the information previously supplied pursuant to paragraphs (i) to (xi) above; and

(xv)

such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)

The Borrower (and each other Obligor in respect of itself and its Subsidiaries) represents that none of the information set out in sub-paragraphs (a)(i) to (a)(xv) above is, nor will at any time be, unpublished price-sensitive information.

(d)

The Agent shall notify the Borrower and the other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii)

the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

40.5

Entire agreement

This Clause 40 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

40.6

Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

40.7

Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 40.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

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(b)

upon becoming aware that Confidential Information has been disclosed in breach of this Clause 40.

40.8

Continuing obligations

The obligations in this Clause 40 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

(a)

the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)

the date on which such Finance Party otherwise ceases to be a Finance Party.

Confidentiality of Funding Rates

41.1

Confidentiality and disclosure

(a)

The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

(b)

The Agent may disclose:

(i)

any Funding Rate to the Borrower pursuant to Clause 12.5 (Notifications); and

(ii)

any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender .

(c)

The Agent may disclose any Funding Rate, and , and each Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii)

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

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(iii)

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)

any person with the consent of the relevant Lender.

41.2

Related obligations

(a)

The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b)

The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender :

(i)

of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 41.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii)

upon becoming aware that any information has been disclosed in breach of this Clause 41.

41.3

No Event of Default

No Event of Default will occur under Clause 26.3 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 41.

Disclosure of Lender details by Agent

42.1

Supply of Lender details to Borrower

The Agent shall (and is irrevocably authorised by the Lenders to) provide to the Borrower, within 10 Business Days of a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the transmission of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

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42.2

Supply of Lender details at Xxxxxxxx's direction

(a)

The Agent shall (and is irrevocably authorised by the Lenders to), within 10 Business Days of a request by the Borrower, disclose the identity of the Lenders and the details of the Lenders' Commitments to any:

(i)

other Party or any other person if that disclosure is made to facilitate, in each case, a refinancing of the Financial Indebtedness arising under the Finance Documents or a material waiver or amendment of any term of any Finance Document; and

(ii)

Obligor or Group Company.

(b)

Subject to paragraph (c) below, the Borrower shall procure that the recipient of information disclosed pursuant to paragraph (a) above shall keep such information confidential and shall not disclose it to anyone and shall ensure that all such information is protected with security measures and a degree of care that would apply to the recipient's own confidential information.

(c)

The recipient may disclose such information to any of its officers, directors, employees, professional advisers, auditors and partners as it shall consider appropriate if any such person is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if that person is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by duties of confidentiality in relation to the information.

42.3

Supply of Lender details to other Lenders

(a)

If a Lender (a Disclosing Lender) indicates to the Agent that the Agent may do so, the Agent shall disclose that Xxxxxx's name and Commitment to any other Lender that is, or becomes, a Disclosing Lender.

(b)

The Agent shall, if so directed by the Requisite Lenders, request each Lender to indicate to it whether it is a Disclosing Lender.

42.4

Lender enquiry

If any Lender believes that any entity is, or may be, a Lender and:

(a)

that entity ceases to have an Investment Grade Rating; or

(b)

an Insolvency Event occurs in relation to that entity;

the Agent shall, at the request of that Lender, indicate to that Lender the extent to which that entity has a Commitment.

42.5

Lender details definitions

In this Clause 42:

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Investment Grade Rating means, in relation to an entity, a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher by Xxxxx'x Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

Requisite Lenders means a Lender or Lenders whose Commitments aggregate 15 per cent. (or more) of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated 15 per cent. (or more) of the Total Commitments immediately prior to that reduction).

Counterparts

Each Finance Document 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 the Finance Document.

Bail-In

44.1

Definitions

In this Clause 44:

Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means:

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.

EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.

UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

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Write-down and Conversion Powers means:

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation.

44.2

Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)

any Bail-In Action in relation to any such liability, including:

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

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Section 12 – Governing law and enforcement

Governing law

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

Enforcement

46.1

Jurisdiction of English courts

(a)

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b)

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

Notwithstanding paragraphs (a) and (b) above, no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and the Secured Parties may take concurrent proceedings in any number of jurisdictions.

46.2

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints the Borrower as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

the Borrower irrevocably accepts (for the benefit of the Secured Parties) its appointment as process agent pursuant to paragraph (a).

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

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Schedule 1 – The Original Parties

Part 1 – The Original Obligors

Name of Borrower		Original Jurisdiction		Registration number (or equivalent, if any)
CorpAcq Limited		England and Wales		05896676

Name of Original Guarantor	Original Jurisdiction	Registration number (or equivalent, if any)
CorpAcq Holdings Limited	England and Wales	13690959
CorpAcq Finance Limited (CorpAcq Finance)	England and Wales	08668819
Carrylift Group Finance Limited	England and Wales	09400210
CorpAcq Properties Limited	England and Wales	08224887
Carrylift Holdings Limited	England and Wales	07092774
Carrylift Group (Holdings) Limited	England and Wales	03542310
Carrylift Materials Handling Limited	England and Wales	02221891
FMG (Holdings) Limited	England and Wales	10075222

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Part 2 – The Original Lenders

Name of Original Lender		Facility A Commitment				Facility B Commitment				Facility C Commitment				Treaty passport scheme reference number and jurisdiction of tax residence (if applicable)
UBS AG[, London Branch]		£	50,000,000			£	50,000,000			£	50,000,000			[***]

224

Schedule 2 – Conditions precedent

Part 1 – Conditions precedent to delivery of Initial Utilisation Request

Obligors

1.1

A copy of the Constitutional Documents of each Original Obligor.

1.2

A copy of a resolution of the board of directors of each Original Obligor:

(a)

approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute, deliver and perform the Transaction Documents to which it is a party;

(b)

authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

(c)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, in the case of the Borrower, any Utilisation Request or Extension Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d)

in the case of an Obligor other than the Borrower, authorising the Borrower to act as its agent in connection with the Finance Documents.

1.3

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above in relation to the Finance Documents and related documents.

1.4

A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (other than the Parent), approving the terms of, and the transactions contemplated by, the Finance Documents to which the Original Guarantor is a party.

1.5

A copy of a resolution of the board of directors of each corporate shareholder of each Original Guarantor approving the terms of the resolution referred to in paragraph 1.4 above.

1.6

A certificate of the Parent (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments (including as may be extended in accordance with Clause 7.2 (Extension of Termination Date)) would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded.

1.7

A certificate of an authorised signatory of the Borrower or other relevant Original Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Transaction Documents

2.1

A copy of the Constitutional Documents of each Charged Group Company that is not an Obligor (other than Xxxxxx Newco Limited and Key Forensic Services Limited).

2.2

A copy of the Parent Investment Agreement, executed by the parties.

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2.3

A copy of the Minority Shareholders' Agreement for each Minority Group Company that is a Charged Group Company, executed by the parties.

2.4

A written summary, prepared by the Borrower’s legal counsel and addressed to the Finance Parties, of the Adverse Terms contained in any Minority Shareholders’ Agreement (other than those provided under paragraph 2.3 above).

2.5

A written summary, prepared by the Borrower’s legal counsel and addressed to the Finance Parties, of the Adverse Terms contained in the documentation for any existing Financial Indebtedness of a Portfolio Company, where the amount of such Financial Indebtedness exceeds £2,500,000.

2.6

A written summary, prepared by the Borrower’s financial adviser and addressed to the Finance Parties, of the Adverse Share Rights outstanding in relation to any shares in a Group Company.

2.7

A copy of each existing Shareholder Loan Agreement, executed by the parties.

2.8

A copy of the agreements evidencing the Investor Loans (other than the SSO Invoices), executed by the parties.

2.9

Copies of a sample selection of the SSO Invoices, together with confirmation from the Borrower that the remaining SSO Invoices are in a similar format.

2.10

The agreed form of Shareholder Loan Agreement.

2.11

The Alcentra Facility Agreement.

2.12

The following documents in relation to the Opus Liabilities:

(a)

the Opus Bonds Subscription Agreement;

(b)

the Opus Exit Fee Letter;

(c)

the Opus Shareholders Agreement; and

(d)

the Opus Warrant Instrument.

Finance Documents

3.1

This Agreement executed by the Parent and the Group Companies party to this Agreement.

3.2

The Intercreditor Agreement executed by each party to that agreement.

3.3

The SSO Subordination Agreement executed by each party to that agreement.

3.4

The Fee Letters executed by the Borrower.

Other documents and evidence

4.1

The Note Subscription Agreement and each of the other Note Documents duly executed by the parties thereto.

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4.2

The Initial Group Structure Chart.

4.3

The Initial Information Package.

4.4

The agreed form for the Initial Utilisation Request.

4.5

A copy, certified by an authorised signatory of the Borrower to be a true copy, of the Original Financial Statements of each Original Obligor (other than the Parent).

4.6

A certificate of the Borrower confirming the aggregate PC EBITDA of the Original Guarantors as a percentage of Adjusted Group EBITDA as at the most recent reporting date.

4.7

Evidence that each of the following Transaction Accounts has been opened:

Account designation:	Distributions Account	Holding Account
Account name:	[***]	[***]
Account type:	[***]	[***]
Account sort code:	[***]	[***]
Account number:	[***]	[***]
Account Bank name:	[***]	[***]
Account Bank address:	[***]	[***]

4.8

Evidence that the Agent and the Security Agent have been granted electronic or other satisfactory access to each Transaction Account as required under clause 11.5 (Account information) of the Intercreditor Agreement.

4.9

In respect of each Charged Group Company, the Parent and the Borrower, either:

(a)

a certificate of an authorised signatory of the Borrower and the Parent certifying that:

(i)

the Parent and each Group Company has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Act from that Charged Group Company or the Borrower; and

(ii)

no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Act) has been issued in respect of those shares,

together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Act) of that Charged Group Company, the Borrower and the Parent, which is certified by an authorised signatory of the Borrower and the Parent to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement; or

(b)

a certificate of an authorised signatory of the Borrower and the Parent certifying that such Charged Group Company, the Borrower and the Parent is not required to comply with Part 21A of the Act.

227

4.10

Confirmation from the Agent that it and each of the Original Lenders has satisfactorily completed its “know your customer” checks and any other legal or regulatory checks in relation to the parties to the Transaction Documents and the Facilities.

4.11

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

228

Part 2 – Conditions precedent to initial Utilisation

Transaction Documents

1.1

A copy of the Constitutional Documents of each of Xxxxxx Newco Limited and Key Forensic Services Limited.

1.2

The agreed form of amendments to the Parent Investment Agreement and the Constitutional Documents of the Parent to avoid any conflict between the terms of those documents and the terms of the Finance Documents.

1.3

A copy of the investor consent letter approving the entry by the Obligors into the Finance Documents, as required under the terms of the Parent Investment Agreement.

Finance Documents

2.1

A Minority Shareholder Waiver Letter in relation to each Minority Group Company that it is a Charged Group Company, other than Pyrogen Services Limited.

2.2

At least two originals of the following Transaction Security Documents executed by the Original Obligors specified below opposite the relevant Transaction Security Document:

Name of Original Obligor		Transaction Security Document
Borrower CorpAcq Finance CorpAcq Properties Limited		Debenture
Parent		Parent Security Agreement

2.3

A copy of all notices required to be sent under the Transaction Security Documents executed by an Original Obligor and (to the extent so required under the terms of the relevant Transaction Security Document) duly acknowledged by the addressee.

2.4

All share certificates, transfers and stock transfer forms or equivalent duly executed by an Original Obligor in blank in relation to the Charged Shares and other documents of title to be provided under the Transaction Security Documents.

2.5

A certified extract of the register of members of each Charged Group Company.

Legal opinions

3.1

A legal opinion of Dentons UK and Middle East, legal advisers to the Arranger and the Original Lenders as to English law, addressed to the Agent, the Security Agent and the Original Lenders and substantially in the form distributed to the Original Lenders prior to signing this Agreement:

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Other documents and evidence

4.1

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 15 (Fees), Clause 16.6 (Stamp taxes) and Clause 20 (Costs and expenses) have been paid or will be paid by the Closing Date.

4.2

Utilisation Requests relating to the Utilisations to be made on the Closing Date.

4.3

The Funds Flow Statement.

4.4

Confirmation from Dentons UK and Middle East, legal advisers to the Arranger and the Original Lenders as to English law, that they have satisfactorily completed their “know your customer” checks and any other legal or regulatory checks in relation to receipt of the Closing Date Loan proceeds to their client account and distribution of such proceeds in accordance with the Funds Flow Statement.

4.5

A solicitor’s undertaking from Xxxx Xxxxx, legal advisers to the Borrower as to English law, with respect to the transfers of the funds representing the net Closing Date Loan proceeds from their client account.

4.6

A Compliance Certificate prepared in respect of the Relevant Period ended 30 September 2023 showing, on a pro forma basis, that the Borrower will be in compliance with the Financial Covenants immediately following the first Utilisations.

4.7

Evidence that the Opus Bond Liabilities are due within 3 Business Days of the Closing Date.

4.8

Evidence that the conditions precedent to the Note Subscription Agreement and the other Note Documents have been satisfied in full or waived.

4.9

A copy of the initial Subscription Requests submitted under the Note Subscription Agreement.

4.10

Each Pay-off Letter other than the Prefequity Pay-off Letter.

4.11

Each Deed of Release other than the Prefequity Deed of Release.

4.12

The agreed forms of the Prefequity Pay-off Letter and the Prefequity Deed of Release, together with such other documents and other evidence relating to the Prefequity Liabiliites and the Prefequity Security as the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the discharge and release of the same.

230

Part 3 – Conditions precedent required to be delivered by an Additional Guarantor

An Accession Deed executed by the Additional Guarantor and the Borrower.

A copy of the constitutional documents of the Additional Guarantor.

A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Guarantor:

(a)

approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;

(b)

authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;

(c)

authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

(d)

authorising the Borrower to act as its agent in connection with the Finance Documents.

If applicable, a copy of a resolution of the board of directors of the Additional Guarantor, establishing the committee referred to in paragraph 3 above.

A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

A copy of a resolution of the board of directors of each corporate shareholder of each Additional Guarantor approving the terms of the resolution referred to in paragraph 5 above.

A certificate of the Additional Guarantor (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part 3 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Deed or for the validity and enforceability of any Finance Document.

If available, the latest audited financial statements of the Additional Guarantor.

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The following legal opinions, each addressed to the Agent, the Security Agent and the Lenders at that time:

(a)

a legal opinion of the legal advisers to the Agent in England, as to English law substantially in the form distributed to the Lenders prior to signing the Accession Deed.

(b)

if the Additional Guarantor is incorporated in or has its centre of main interest or establishment in a jurisdiction other than England and Wales, or is executing a Finance Document which is governed by the law of such a jurisdiction, a legal opinion of the legal advisers to the Agent in that jurisdiction as to that law, and substantially in the form distributed to the Lenders prior to signing the Accession Deed.

Evidence that the Additional Guarantor has complied in full with all money laundering regulations of the Lenders.

Any notices or documents required to be given or executed under the terms of the Transaction Security Documents in relation to the Additional Guarantor.

Evidence that the Additional Guarantor has done all that is necessary (including by re-registering as a private company) to comply with sections 677 to 683 of the Act in order to enable that Additional Guarantor to enter into the Finance Documents and perform its obligations under the Finance Documents.

If the Additional Guarantor is, or is to become, a Charged Group Company:

(a)

a certificate of an authorised signatory of the Additional Guarantor certifying that:

(i)

each person has complied within the relevant timeframe with any notice the Additional Guarantor has sent pursuant to Part 21A of the Act; and

(ii)

no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Act) has been issued in respect of any shares issued by the Additional Guarantor,

together with a copy of the "PSC register" (within the meaning of section 790C(10) of the Act) of the Additional Guarantor, certified by an authorised signatory of the Additional Guarantor to be correct, complete and not amended or superseded as at a date no earlier than the date of the Accession Deed; or

(b)

a certificate of an authorised signatory of the Additional Guarantor certifying that the Additional Guarantor is not required to comply with Part 21A of the Act.

232

Schedule 3 – Requests and Notices

Part 1 – Utilisation Request

From:	CorpAcq Limited

To:	Agent

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow a Loan on the following terms:

(a)

Proposed Utilisation Date: (or, if that is not a Business Day, the next Business Day)

(b)

Facility to be utilised: Facility A Facility B Facility C][Incremental Facility with an Establishment Date of [** ]] *

(c)

Amount: or, if less, the Available Facility**

(d)

Interest Period:

We confirm that each condition specified in Clause 4.4 (Further conditions precedent) of the Facilities Agreement is satisfied on the date of this Utilisation Request.

The proceeds of this Loan should be credited to account.

This Utilisation Request is irrevocable.

Yours faithfully


authorised signatory for
CorpAcq Limited

Notes:

* Select the Facility to be utilised and delete references to the other Facilities.

** Specify also the amounts of any fees or costs to be deducted from the Loans, and the resulting net amount to be funded.

233

Part 2 – Extension Request

From:	CorpAcq Limited

To:	Agent

Dated:

CorpAcq Limited - GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement. This is an Extension Request. Terms defined in the Facilities Agreement have the same meaning in this Extension Request unless given a different meaning in this Extension Request.

We hereby give you notice that we wish to extend the Termination Date in relation to Facility to the date falling [ ] months after the date of the Agreement.

This Extension Request is irrevocable.

Yours faithfully


authorised signatory for
CorpAcq Limited

234

Schedule 4 – Form of Transfer Certificate

To:	as Agent and as Security Agent

From:	(the Existing Lender) and (the New Lender)

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities dated (the Facilities Agreement)

We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This agreement (the Agreement) shall take effect as a Transfer Certificate for the purposes of the Facilities Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

We refer to Clause 27.6 (Procedure for transfer) of the Facilities Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 27.6 (Procedure for transfer) of the Facilities Agreement, all of the Existing Lender's rights and obligations under the Facilities Agreement, the other Finance Documents and in respect of the Transaction Security which relate to that portion of the Existing Xxxxxx's Commitment(s) and participations in Loans under the Facilities Agreement as specified in the Schedule.

(b)

The proposed Transfer Date is .

(c)

The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 35.3 (Addresses) of the Facilities Agreement are set out in the Schedule.

The New Lender expressly acknowledges the limitations on the Existing Xxxxxx's obligations set out in paragraph (c) of Clause 27.5 (Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)

a Qualifying Lender (other than a Treaty Lender);

(b)

a Treaty Lender;

(c)

not a Qualifying Lender.*

The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)

a company resident in the United Kingdom, for United Kingdom tax purposes;

(b)

a partnership each member of which is:

235

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number ) and is tax resident in ***, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and notifies the Borrower that it wishes that scheme to apply to the Facilities Agreement.****

The New Lender confirms that it is/is not***** a Parent Affiliate.

We refer to clause 17.3 (Change of Credit Facility Lender or Note Holder) of the Intercreditor Agreement. In consideration of the New Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined therein), the New Lender confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

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.

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.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Xxxxxx's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Xxxxxx's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

236

The Schedule – Commitment(s)/rights and obligations to be transferred

insert relevant details

Facility Office address and attention details for notices and account details for payments,

Existing Lender			New Lender

By:			By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed as .

Agent

By:

Security Agent

By:

Notes:

*              Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.

**           Include only if New Lender is a UK Non-Bank Lender i.e. falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 16.1 (Definitions).

***         Insert jurisdiction of tax residence.

****       Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

*****    Delete as applicable.

237

Schedule 5 – Form of Assignment Agreement

To:          as Agent and as Security Agent and as Xxxxxxxx, for and on behalf of each Obligor

From:      (the Existing Lender) and (the New Lender)

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This is an Assignment Agreement. This agreement (the Agreement) shall take effect as an Assignment Agreement for the purposes of the Facilities Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

We refer to Clause 27.7 (Procedure for assignment) of the Facilities Agreement.

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Xxxxxx's Commitment(s) and participations in Loans under the Facilities Agreement as specified in the Schedule.

(b)

The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in Loans under the Facilities Agreement specified in the Schedule.

(c)

The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

The proposed Transfer Date is .

On the Transfer Date the New Lender becomes:

(a)

Party to the relevant Finance Documents (other than the Intercreditor Agreement as a Lender; and

(b)

Party to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement).

The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 35.3 (Addresses) of the Facilities Agreement are set out in the Schedule.

238

The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)

a Qualifying Lender (other than a Treaty Lender);

(b)

a Treaty Lender;

(c)

not a Qualifying Lender.*

The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)

a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number ) and is tax resident in ***, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Borrower that it wishes that scheme to apply to the Facilities Agreement.****

The New Lender confirms that it is/is not***** a Parent Affiliate.

This Agreement acts as notice to the Agent (on behalf of each Finance Party) and upon delivery in accordance with Clause 27.8 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Borrower) to the Borrower (on behalf of each Obligor) of the assignment referred to in this Agreement.

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.

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

239

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

Note:       The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Xxxxxx's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Xxxxxx's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

240

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

insert relevant details

Facility Office address and attention details for notices and account details for payments

Existing Lender

New Lender


By:				By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Facilities Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed as .

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

Agent

By:

Security Agent

By:

Notes:

*              Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.

**           Include only if New Lender is a UK Non-Bank Lender i.e. falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 16.1 (Definitions).

***         Insert jurisdiction of tax residence.

****       Include if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

*****    Delete as applicable

241

Schedule 6 – Form of Accession Deed

To:          as Agent and as Security Agent for itself and each of the other parties to the Intercreditor Agreement referred to below

From:      Subsidiary and Borrower

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement and to the Intercreditor Agreement. This deed (the Accession Deed) shall take effect as an Accession Deed for the purposes of the Facilities Agreement and as a Debtor Accession Deed for the purposes of the Intercreditor Agreement (and as defined in that Finance Document). Terms defined in the Facilities Agreement have the same meaning in paragraphs 1-3/4 of this Accession Deed unless given a different meaning in this Accession Deed.

We confirm that Subsidiary is an Eligible Operating Company.

Subsidiary agrees to become an Additional Guarantor and to be bound by the terms of the Facilities Agreement and the other Finance Documents (other than the Intercreditor Agreement) as an Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors) of the Facilities Agreement. Subsidiary is a company duly incorporated under the laws of jurisdiction and is a limited liability company with registered number .

Subsidiary's administrative details for the purposes of the Facilities Agreement and the Intercreditor Agreement are as follows:

Address:

Attention:

Subsidiary (for the purposes of this paragraph 45, the Acceding Debtor) intends to incur Liabilities under the following documents/give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents:

Insert details (date, parties and description) of relevant documents

the Relevant Documents, and

IT IS AGREED as follows:

(a)

Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph 4/5.

242

(b)

The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:

(i)

any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;

(ii)

all proceeds of that Security; and*

(iii)

all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Agent as trustee for the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Agent as trustee for the Secured Parties,

on trust for the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.

(c)

The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.

(d)

In consideration of the Acceding Debtor being accepted as an Intra Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.***

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

THIS ACCESSION DEED has been signed on behalf of the Security Agent (for the purposes of paragraph 4/5 above only), signed on behalf of the Borrower and executed as a deed by Xxxxxxxxxx and is delivered on the date stated above.

Subsidiary

Executed as a deed by	)
*name of Subsidiary* acting by a	)
director in the presence of:	)	Director


Signature of witness:

Name of witness:

Address:

243

Executed as a deed by	)
*name of company* acting by a	)
director and its secretary two	)	Director
directors	)

		Director/Secretary

The Borrower

CorpAcq Limited

By:

The Security Agent

Full Name of Current Security Agent

By:

Date:

Notes:

*              Include to the extent that the Security created in the Relevant Documents is expressed to be granted to the Security Agent as trustee for the Secured Parties.

**           Include this paragraph in this Accession Deed if the Subsidiary is also to accede as an Intra-Group Lender to the Intercreditor Agreement.

244

Schedule 7 – Form of Resignation Letter

To:          as Agent

From:      resigning Guarantor and CorpAcq Limited

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

Pursuant to Clause 29.3 (Resignation of a Guarantor) of the Facilities Agreement, we request that resigning Obligor be released from its obligations as a Guarantor under the Facilities Agreement and the Finance Documents (other than the Intercreditor Agreement).

We confirm that:

(a)

no Default is continuing or would result from the acceptance of this request; and

(b)

this request is given in relation to a PC Disposal of resigning Guarantor; and

(c)

the PC Disposal Proceeds have been or will be paid to the Holding Account in accordance with clause 11.2 (Holding Account) of the Intercreditor Agreement;*

(d)

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

CorpAcq Limited			*resigning Guarantor*

By:			By:

Notes:

*              Insert where resignation only permitted in case of a PC Disposal

**           Insert any other conditions required by the Facilities Agreement.

245

Schedule 8 – Form of Compliance Certificate

To:          as Agent

From:      CorpAcq Limited

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

We confirm that:

Insert details of covenants to be certified.

We confirm that Group Leverage is :1 and that, therefore, the Margin for each Loan should be % .

We confirm the computations of the LTV Covenant in respect of the last Financial Quarter of the Financial Year ended as shown in the Compliance Certificate previously supplied for that Financial Quarter.

We confirm that no Default is continuing.*

[We attach details of the following in relation to each Operating Company:

(a)

(b)

in the case of an Operating Company that was the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company.

We confirm that the following companies constitute Eligible Operating Companies for the purposes of the Facilities Agreement:.**

We confirm that the aggregate PC EBITDA of the Guarantors is [ ]% of Adjusted Group EBITDA.

We attach details of the following in relation to the Transaction Accounts for the relevant Financial Quarter:

(a)

the balance of each Transaction Account as at the end of that Financial Quarter;

246

(b)

(c)

(d)

in respect of any amounts withdrawn from the Distributions Account during that Financial Quarter, and:

(i)

(ii)

representing Permitted Borrower Costs or Cure Deposits, the amounts so withdrawn.

We confirm that the following companies constitute Disregarded Portfolio Companies as a result of the following Relevant Defaults for the purposes of the Facilities Agreement:.

We confirm that the following companies constitute Disregarded PC Group Members as a result of the following Relevant Defaults for the purposes of the Facilities Agreement:.

We confirm that:

(a)

each Disregarded Operating Company has been excluded from all calculations of PC Collateral Value, PC Interest Cover and PC Leverage in that Compliance Certificate;

(b)

the aggregate PC EBITDA of all Disregarded Operating Companies does not exceed 10 per cent. of Adjusted Group EBITDA;

(c)

the percentage of Adjusted Group EBITDA attributable to all Disregarded Portfolio Companies and other Disregarded PC Group Members is %;

(d)

the percentage of Group Operating Cashflow attributable to all Disregarded Portfolio Companies and other Disregarded PC Group Members is %;

(e)

the percentage of Group Finance Charges attributable to all Disregarded Portfolio Companies and other Disregarded PC Group Members is %; and

(f)

the percentage of Group Net Debt attributable to all Disregarded Portfolio Companies and other Disregarded PC Group Members is %.

other matters to be certified

We attach an updated Group Structure Chart/confirm that there has been no change since the date the previous Group Structure Chart was delivered under the Facilities Agreement.

247

Signed

	Director	Director

	Of CorpAcq Limited	Of CorpAcq Limited

	Borrower	Borrower

Notes:

*             If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

**           Show the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company

248

Schedule 9 – Timetables

	Closing Date Utilisations	Subsequent Utilisations

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	U-6 9.30a.m.	U-11 Noon

Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Xxxxxxx' participation)	U-6 Noon	U-10 Noon

U	=	date of utilisation or, if applicable, in the case of a Loan that has already been borrowed, the first day of the relevant Interest Period for that Loan

U – X	=	X Business Days before U

249

Schedule 10 – Material Contracts

Preference Shares

The Parent Investment Agreement.

Minority Shareholders’ Agreements

2.1

[***].

2.2

[***].

Shareholder Loan Agreements

3.1

Shareholder Loan Agreement dated 17 January 2024.

Investor Loan agreements / documents

4.1

Promissory note dated 24 June 2011 (as amended by a side letter dated 19 October 2023) issued by the Borrower to SSO, in the amount of £100,000.

4.2

Promissory note dated 11 July 2011 (as amended by a side letter dated 19 October 2023) issued by the Borrower to SSO, in the amount of £100,000.

4.3

Promissory note dated 26 July 2011 (as amended by a side letter dated 19 October 2023) issued by the Borrower to SSO, in the amount of £150,000.

4.4

Promissory note dated 26 August 2011 (as amended by a side letter dated 19 October 2023) issued by the Borrower to SSO, in the amount of £50,000.

4.5

Promissory note dated 21 June 2012 (as amended by a side letter dated 19 October 2023) issued by the Borrower to SSO, in the amount of £300,000.

4.6

Facilities letter dated [***] (as amended by a side letter dated on or about the date of this Agreement) pursuant to which [***] agreed to extend a loan to the Borrower in an amount of [***].

4.7

Facilities letter dated [***] (as amended by a side letter dated 17 January 2024) pursuant to which [***] agreed to extend a loan to the Borrower in an amount of [***].

250

Schedule 11 – Form of Increase Confirmation

To:          as Agent, as Security Agent and as Xxxxxxxx, for and on behalf of each Obligor

From:      the Increase Lender (the Increase Lender)

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement and to the Intercreditor Agreement (as defined in the Facilities Agreement). This agreement (the Agreement) shall take effect as an Increase Confirmation for the purposes of the Facilities Agreement and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

We refer to Clause 2.3 (Increase) of the Facilities Agreement.

The Increase Xxxxxx agrees to assume and will assume all of the obligations corresponding to the Commitment(s) specified in the Schedule (the Relevant Commitment(s)) as if it had been an Original Lender under the Facilities Agreement in respect of the Relevant Commitment(s).

The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment(s) is to take effect (the Increase Date) is .

On the Increase Date, the Increase Lender becomes:

(a)

party to the relevant Finance Documents (other than the Intercreditor Agreement) as a Lender; and

(b)

party to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement).

The Facility Office and address and attention details for notices to the Increase Lender for the purposes of Clause 35.3 (Addresses) of the Facilities Agreement are set out in the Schedule.

The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (j) of Clause 2.3 (Increase) of the Facilities Agreement.

The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a)

a Qualifying Lender (other than a Treaty Lender);

(b)

a Treaty Lender;

251

(c)

not a Qualifying Lender.**

The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)

a company resident in the United Kingdom for United Kingdom tax purposes; or

(b)

a partnership each member of which is:

(i)

a company so resident in the United Kingdom; or

(ii)

(c)

The Increase Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number ) and is tax resident in ****, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and notifies the Borrower that it wishes the scheme to apply to the Facilities Agreement.*****

The Increase Lender confirms that it is not a Parent Affiliate.

We refer to clause 17.7 (Creditor/Agent Accession Undertaking) of the Intercreditor Agreement:

In consideration of the Increase Lender being accepted as a Senior Lender for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement), the Increase Lender confirms that, as from the Increase Date, it intends to be party to the Intercreditor Agreement as a Senior Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Senior Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to that Finance Document.

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.

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.

Note:       The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

252

The Schedule

Relevant Commitment(s)/rights and obligations to be assumed by the Increase Lender

insert relevant details

Facility Office address and attention details for notices and account details for payments

Increase Lender

By:

This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Agent, and as a Creditor Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Increase Date is confirmed as .

Agent

By:

Security Agent

By:

Notes:

**           Delete as applicable - each Increase Lender is required to confirm which of these three categories it falls within.

***         Include only if Increase Lender is a UK Non-Bank Lender i.e. falls within paragraph (a)(ii) of the definition of Qualifying Lender in Clause 16.1 (Definitions).

****       Insert jurisdiction of tax residence.

*****    Include if the Increase Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

******  Delete as applicable.

253

Schedule 12 – Forms of Notifiable Debt Purchase Transaction Notice

Part 1 – Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:          as Agent

From:      The Lender

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to paragraph (b) of Clause 28.2 (Disenfranchisement of Parent Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.

We have entered into a Notifiable Debt Purchase Transaction.

The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

Commitment*		Amount of our Commitment to which Notifiable Debt Purchase Transaction relates

Facility A Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Facility B Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Facility C Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Incremental Facility Commitment under the Incremental Facility with an Establishment Date of ]		[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

Lender

By:

Notes:

Delete as applicable

254

Part 2 – Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with Parent Affiliate

To:          as Agent

From:      The Lender

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to paragraph (c) of Clause 28.2 (Disenfranchisement of Parent Affiliates) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.

A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated has terminated/ceased to be with a Parent Affiliate.*

The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.

Commitment*		Amount of our Commitment to which Notifiable Debt Purchase Transaction relates

Facility A Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Facility B Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Facility C Commitment		insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies

Incremental Facility Commitment under the Incremental Facility with an Establishment Date of ]		[insert amount (of that Commitment) to which the relevant Debt Purchase Transaction applies]

Lender

By:

Notes:

Delete as applicable.

255

Schedule 13– Form of Incremental Facility Notice

To:          as Agent

From:      as the Borrower and the entities listed in the Schedule as Incremental Facility Lenders (the Incremental Facility Lenders)

Dated:

CorpAcq Limited – GBP 150,000,000 senior term facilities agreement dated (the Facilities Agreement)

We refer to the Facilities Agreement. This is an Incremental Facility Notice. This Incremental Facility Notice shall take effect as an Incremental Facility Notice for the purposes of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Incremental Facility Notice unless given a different meaning in this Incremental Facility Notice.

We refer to Clause 6 (Establishment of Incremental Facilities) of the Facilities Agreement.

We request the establishment of an Incremental Facility with the following Incremental Facility Terms:

(a)

Currency:

sterling

(b)

Total Incremental Facility Commitments:

(c)

Margin:

(d)

Level of commitment fee payable pursuant to Clause 15.1 (Commitment fee) of the Facilities Agreement in respect of the Incremental Facility:

(e)

Purpose(s) for which all amounts borrowed under the Incremental Facility shall be applied pursuant to Clause 3.1 (Purpose) of the Facilities Agreement:

(f)

Availability Period:

(g)

Incremental Facility Conditions Precedent:

256

The proposed Establishment Date is .

The Borrower confirms that:

(a)

each of:

(i)

the Incremental Facility Terms set out above; and

(ii)

the fees payable to any arranger of the Incremental Facility,

complies with Clause 6.6 (Restrictions on Incremental Facility Terms and fees) of the Facilities Agreement;

(b)

the Incremental Facility Lenders and the Incremental Facility Commitments set out in this Incremental Facility Notice have been selected and allocated in accordance with Clause 6.1 (Incremental Facility definitions

(c)

) of the Facilities Agreement; and

(d)

each condition specified in paragraph (a)(i) of Clause 6.7 (Conditions to establishment) of the Facilities Agreement is satisfied on the date of this Incremental Facility Notice.

Each Incremental Facility Lender agrees to assume and will assume all of the obligations corresponding to the Incremental Facility Commitment set opposite its name in the Schedule as if it had been an Original Lender under the Facilities Agreement in respect of that Incremental Facility Commitment.

This Incremental Facility Notice is irrevocable.

This Incremental Facility Notice 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 Incremental Facility Notice.

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

This Incremental Facility Notice has been entered into on the date stated at the beginning of this Incremental Facility Notice.

Note:      The execution of this Incremental Facility Notice may not be sufficient for each Incremental Facility Lender to obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of each Incremental Facility Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

257

THE SCHEDULE

Name of Incremental Facility Lender

Incremental Facility Commitment

258

The Borrower

By:

The Incremental Facility Lenders

This document is accepted as an Incremental Facility Notice for the purposes of the Facilities Agreement by the Agent and the Establishment Date is confirmed as .

The Agent

By:

259

Schedule 14– Reference Rate Terms

*Cost of funds as a fallback*

Cost of funds will apply as a fallback.

*Definitions*

Additional Business Days:		An RFR Banking Day.

Business Day Conventions (definition of "Month" and Clause 13.2 (Non-Business Days)):		(a)           If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
		(i)            subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii)           if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii)           if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

		(b)           If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Central Bank Rate:		The Bank of England's Bank Rate as published by the Bank of England from time to time.

Central Bank Rate Adjustment:		In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the mean (calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent)) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR was available, excluding the days with the highest (and, if there is more than one highest spread, only one of those highest spreads) and lowest spreads (and, if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate.

260

Central Bank Rate Spread:		In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) of: (a)           the RFR for that RFR Banking Day; and (b)           the Central Bank Rate prevailing at close of business on that RFR Banking Day.

Daily Rate:		The Daily Rate for any RFR Banking Day is:

		(a)           the RFR for that RFR Banking Day; or (b)           if the RFR for that RFR Banking Day is not available, the Historic RFR for that RFR Banking Day;

		(c)           if paragraph (b) above applies but the Historic RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i)            the Central Bank Rate for that RFR Banking Day; and (ii)           the applicable Central Bank Rate Adjustment; or

		(d)           if paragraph (c) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i)            the most recent Central Bank Rate for a day which is no more than 5 RFR Banking Days before that RFR Banking Day; and (ii)           the applicable Central Bank Rate Adjustment, rounded, in either case, to four decimal places (and if, in either case, that rate is less than 1.5%, the Daily Rate shall be deemed to be 1.5%).

Lookback Period:		Five RFR Banking Days.

Margin		6.0% per annum.

Market Disruption Rate:		None specified.

Relevant Market:		The sterling wholesale market.

Reporting Day:		The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.

261

RFR:		The XXXXX (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.

RFR Banking Day:		A day (other than a Saturday or Sunday) on which banks are open for general business in London.

RFR Contingency Period:		One month.

*Reporting Times*

Deadline for Lenders to report market disruption in accordance with Clause 14.2 (Market disruption)		Close of business in London on the Reporting Day for the relevant Loan.

Deadline for Lenders to report their cost of funds in accordance with Clause 14.3 (Cost of funds)		Close of business on the date falling five Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

262

Schedule 15 – Daily Non-Cumulative Compounded RFR Rate

The "Daily Non-Cumulative Compounded RFR Rate for any RFR Banking Day "i" during an Interest Period for a Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

UCCDR_imeans the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

UCCDR_i-1means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

dcc means 365 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

n_imeans the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the Unannualised Cumulative Compounded Daily Rate for any RFR Banking Day (the Cumulated RFR Banking Day) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

ACCDR means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

tn_imeans the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

Cumulation Period means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

dcc has the meaning given to that term above; and

the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to decimal places) calculated as set out below:

263

where:

d₀means the number of RFR Banking Days in the Cumulation Period;

Cumulation Period has the meaning given to that term above;

i means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

DailyRate_i-LPmeans, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

n_imeans, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

dcc has the meaning given to that term above; and

tn_ihas the meaning given to that term above.

264

Schedule 16 – Cumulative Compounded RFR Rate

The Cumulative Compounded RFR Rate for any Interest Period for a Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of Annualised Cumulative Compounded Daily Rate in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where:

d₀means the number of RFR Banking Days during the Interest Period;

i means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

DailyRate_i-LPmeans for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

n_imeans, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

dcc means 365 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

d means the number of calendar days during that Interest Period.

265

The Borrower

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
CorpAcq Limited	)	/s/ Xxxxxxxx Xxxxxxx

[Signature pages to Project Satellite Facilities Agreement]

The Original Guarantors

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
CorpAcq Holdings Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
CorpAcq Finance Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
Carrylift Group Finance Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
CorpAcq Properties Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
Carrylift Holdings Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
Carrylift Group Holdings Limited	)	/s/ Xxxxxxxx Xxxxxxx

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
Carrylift Materials Handling Limited	)	/s/ Xxxxxxxx Xxxxxxx

[Signature pages to Project Satellite Facilities Agreement]

SIGNED by Xxxxxxxx Xxxxxx	)
	)
for and on behalf of	)
FMG (Holdings) Limited	)	/s/ Xxxxxxxx Xxxxxxx

[Signature pages to Project Satellite Facilities Agreement]

The Arranger

SIGNED by [***]	)
	)
for and on behalf of	)	/s/ [***]
UBS AG LONDON BRANCH	)	[***]

[Signature pages to Project Satellite Facilities Agreement]

The Agent

SIGNED by [***]	)
	)
for and on behalf of	)	/s/ [***]
Oxane Partners Limited	)	[***]

The Security Agent

SIGNED by [***]	)
	)
for and on behalf of	)	/s/ [***]
Oxane Partners Limited	)	[***]

[Signature pages to Project Satellite Facilities Agreement]

The Original Lenders

SIGNED by [***]	)
	)
for and on behalf of	)	/s/ [***]
UBS AG LONDON BRANCH	)	[***]

[Signature pages to Project Satellite Facilities Agreement]

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