Ashurst Facility Agreement Ares Dino HoldCo 2 Sarl acting as Borrower Ares Dino TopCo 2 Sarl acting as Parent Alter Domus Agency Services (UK) Limited acting as Facility Agent Alter Domus Trustees (UK) Limited acting as Security Agent

Exhibit 10.41

Execution version

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Facility Agreement

Ares Dino HoldCo 2 Sarl

acting as ▇▇▇▇▇▇▇▇

Ares Dino TopCo 2 Sarl

acting as Parent

Alter Domus Agency Services (UK) Limited

acting as Facility Agent

Alter Domus Trustees (UK) Limited

acting as Security Agent

12 December 2024

Contents


1.	Definitions and Interpretation	1
2.	The Facility	30
3.	Purpose	34
4.	Conditions of Utilisation	35
5.	Utilisation of Loans	36
6.	Repayment	39
7.	Prepayment	40
8.	Cancellation	48
9.	Payments	48
10.	Taxes	52
11.	Change in Circumstances	61
12.	Interest	65
13.	Fees	67
14.	Other Indemnities	71
15.	Representations	74
16.	Information undertakings	80
17.	Accounts	84
18.	General Undertakings	86
19.	Events of Default	99
20.	Changes to the Lenders	105
21.	Changes to the Transaction Obligors	116
22.	Role of The Facility Agent, the Security Agent, the Arranger and Others	117
23.	Application of proceeds	128
24.	Sharing Among the Finance Parties	129
25.	Set-Off.	131
26.	Notices and confidentiality	131
27.	Calculations and Certificates	136
28.	Partial invalidity.	136
29.	Remedies and Waivers	136
30.	Amendments and Waivers	137
31.	Debt purchases	143
32.	Counterparts	147
33.	Entire Agreement	147
34.	Contractual Recognition of Bail-In	147

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35.	Acknowledgement regarding any supported QFCs	147
36.	Governing Law	149
37.	Enforcement	149

Schedule


1.	The Original Lenders	150
2.	Conditions Precedent	151
3.	Utilisation Request	155
4.	Form of Transfer Certificate	157
5.	Form of Compliance Certificate	160
6.	Timetables	161
7.	Confidentiality Undertaking	162
8.	Form of Assignment Certificate	166
9.	Form of Increase Confirmation	169
10.	Form of Additional Facility Accession Notice	172
11.	Form of Additional Facility Notice	173
12.	Co-operative Jurisdictions	175

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THIS AGREEMENT is made on 12 December 2024

BETWEEN:

(1)Ares Dino TopCo 2 Sarl, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and registered with the Luxembourg Trade and Companies Register under number B291439 (the Parent);

(2)Ares Dino HoldCo 2 Sarl, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and in the process of being registered with the Luxembourg Trade and Companies Register (the Borrower);

(3)▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA as mandated lead arranger (the Arranger);

(4)The Financial Institutions listed in Schedule 1 (The Original Lenders) as lenders (the Original Lenders);

(5)Alter Domus Agency Services (UK) Limited, as facility agent for the Lenders (the Facility Agent); and

(6)Alter Domus Trustees (UK) Limited, as security agent and trustee for the Finance Parties (the Security Agent).

THE PARTIES AGREE AS FOLLOWS:

1.Definitions and Interpretation

1.1 Definitions

In this Agreement:

Acceleration Event means, following the occurrence of an Event of Default which is then continuing, the Facility Agent:

(a)giving a notice of acceleration pursuant to, and in accordance with, paragraph (a)(ii) of clause 19.14 (Acceleration); or

(b)having previously placed the Facility on demand pursuant to, and in accordance with, paragraph (a)(iii) of clause 19.14 (Acceleration), making a demand for payment as referred to therein;

Accounting Principles means generally accepted accounting principles in Luxembourg or IFRS, in each case to the extent applicable to the relevant financial statements and as applied by the Borrower respectively from time to time;

Additional Facility has the meaning given to that term in paragraph (a) of clause

2.6 (Additional Facilities);

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Additional Facility Accession Notice means a notice substantially in the form set out in Schedule 10 (Form of Additional Facility Accession Notice) or in any other form agreed by the Facility Agent and the Borrower;

Additional Facility Commencement Date means, in respect of an Additional Facility, the date specified as the Commencement Date in the Additional Facility Notice relating to that Additional Facility;

Additional Facility Lender has the meaning given to that term in paragraph (c)(i) of clause 2.6 (Additional Facilities);

Additional Facility Notice means a notice substantially in the form set out in Schedule 11 (Form of Additional Facility Notice) or in any other form agreed by the Facility Agent and the Borrower;

Affiliate means, in relation to any person, any of its Holding Companies or Subsidiaries or any other Subsidiary of any of its Holding Companies;

Agent Withheld Amounts means any amounts withheld by the Facility Agent (including amounts withheld on account of fees, costs and expenses) from the cash proceeds of the relevant Pre-Funding Loans on the instructions of the Borrower in accordance with the relevant Utilisation Request;

Agreed Currency has the meaning given to that term in clause 14.1 (Currency Indemnity);

Amount means, in relation to a Utilisation, the amount specified in the Utilisation Request delivered for that Utilisation, as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or, as the case may be, cancellation, reduction or increase of a Commitment;

Annual Financial Statements means any financial statements delivered pursuant to clause 16.1 (Financial Statements);

Anti-Corruption Law means the UK Bribery Act 2010, or the US Foreign Corrupt Practices Act of 1977;

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;

Assignment Certificate means a certificate substantially in the form set out in Schedule 8 (Form of Assignment Certificate) or in any other form agreed between the Facility Agent and the Borrower;

Assignment Date means, in relation to any Assignment Certificate, the date for making the relevant assignment as specified in that Assignment Certificate;

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

Availability Period means the period from and including the date of this Agreement up to and including the end of the Certain Funds Period;

Available Commitment means, a ▇▇▇▇▇▇'s Commitment minus:

(a)the amount of its participation in any outstanding Utilisations under that Facility; and

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(b)in relation to any proposed Utilisation, the amount of its participation in any other Loans that are due to be made on or before the proposed Utilisation Date;

Available Facility means the aggregate for the time being of each Lender's Available Commitment in respect of the Facility;

Available Funds has the meaning given to that term in clause 17.2 (Collection Account);

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 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; and

(c)in relation to the United Kingdom, the UK Bail-In Legislation;

Bank Levy means any amount payable by any Finance Party or any of their respective Affiliates on the basis of or in relation to its balance sheet or capital base or any part of it or its liabilities or minimum regulatory capital or any combination thereof (including the UK bank levy as set out in the Finance Act 2011, the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out in Article 235 ter ZE bis of the French tax code (Code général des impôts), the German bank levy as set out in the German Restructuring Fund Act 2010 (as amended) and any Tax in any jurisdiction levied on a similar basis or for a similar purpose or any financial activities taxes (or other taxes) of a kind contemplated in the European Commission consultation paper on financial sector taxation dated 22 February 2011);

Base Rate means:

(a)the applicable Screen Rate;

(b)(if no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum) the Interpolated Screen Rate for that Loan or Unpaid Sum; or

(c)if:

(i)no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum; and

(ii)it is not possible to calculate an Interpolated Screen Rate for that Loan or Unpaid Sum,

the Reference Bank Rate,

as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan or Unpaid Sum for a period equal in length to the Interest Period of that Loan or Unpaid Sum

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(provided that, if that rate is less than zero, the Base Rate shall be deemed to be zero). Notwithstanding anything to the contrary, the Facility Agent may (with the prior written consent of the Borrower) specify another page, service or method for determining the Base Rate for any currency for the purposes of the Finance Documents (including, for the avoidance of doubt, any alternative benchmark, base rate or reference rate which may be available in relation to that currency at the relevant time);

Blocking Regulation means any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as amended, including as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or any similar blocking or anti-boycott law, regulation or statute in force from time to time;

Break Costs means the amount (if any) by which in respect of a Loan, the amount (if any) by which:

(a)the interest (excluding the portion reflecting the applicable Margin and any EURIBOR, Base Rate or other base rate floor) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period;

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Luxembourg and New York and, in relation only to any date for payment or purchase of Euro, which is a TARGET Day;

Cash means, at any time, cash in hand (including in transit) or at bank credited to an account in the name of the Borrower or receivable from credit or debit card companies and to payment of which the Borrower is entitled provided that:

(a)repayment of that cash to the Borrower is not contingent on the prior discharge of any other indebtedness of the Borrower or of any other person whatsoever or on the satisfaction of any other condition relating to the performance of any obligation by the Borrower (other than the giving of any notice); and

(b)the Borrower has not created any Security over that cash except Transaction Security or Security referred to in paragraph (d) of clause 18.9 (Negative Pledge),

provided further that any cash which is held as collateral for or otherwise secures Financial Indebtedness taken into account in the calculation of Holdco Total Net Debt shall be included;

Cash Equivalent Investments means:

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(a)securities and other investments in marketable obligations issued by, or unconditionally guaranteed by, the government of any Specified Sovereign or issued by any agency thereof and, as the case may be, guaranteed by or backed by the credit of the government of any Specified Sovereign, in each case having not more than one year remaining to final maturity;

(b)commercial paper issued by any corporation organised under the laws of a Specified Sovereign or any state or political subdivision thereof having not more than one year remaining to final maturity and, at the time of acquisition, having a rating of at least A-1 from Standard and Poor's or at least P-1 from Moody's or at least F-1 from Fitch;

(c)certificates of deposit or bankers' acceptances issued by any commercial bank organised under the laws of a Specified Sovereign having a long term unsecured debt rating of at least A-1 from Standard and Poor's or at least P- 1 from ▇▇▇▇▇'▇ or at least F-1 from Fitch (or, in each case, an equivalent long term rating);

(d)any bonds or notes which have not more than one year remaining to final maturity and, at the time of acquisition, having a rating of at least BBB- from Standard and Poor's or at least Baa3 from ▇▇▇▇▇'▇ or at least BBB- from Fitch(or, in each case, an equivalent long term rating);

(e)bills of exchange issued in a Specified Sovereign and eligible for discount at the relevant central bank and accepted by a bank or other financial institution (or any dematerialised equivalent);

(f)investments in money market funds or enhanced yield funds which invest substantially all their assets in cash or securities of the types described in paragraphs (a) to (e) above; and

(g)any other investment approved by the Facility Agent (acting on instructions provided by the Majority ▇▇▇▇▇▇▇, acting reasonably);

Certain Funds Period means the period from and including the date of this Agreement and ending at 11.59 p.m. on the earlier of:

(a)the date falling 30 days after the date falling 30 days after the date falling 15 Business Days after the date falling 9 Months from the date of the Underlying Acquisition Agreement;

(b)the date on which the Facility has been utilised in full or the Available Commitments in respect of the Facility have been cancelled in full; and

(c)the end of the Underlying Certain Funds Period;

or such later time as agreed by the Arranger (acting reasonably and in good faith);

Certain Funds Utilisation means each Loan made during the Certain Funds Period;

Change of Control has the meaning given to that term in clause 7.2 (Mandatory Prepayment on Change of Control);

Charged Property means all of the assets of the Transaction Obligors which from time to time are the subject of the Transaction Security;

Commitment means:

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(a)in relation to an Original Lender, the amount set opposite its name in Schedule 1 (The Original Lenders) and the amount of any other Commitments transferred to it or assumed by it in accordance with this Agreement; and

(b)in relation to any other Lender, the amount of any Commitment transferred to it or assumed by it in accordance with this Agreement,

in each case, to the extent not cancelled, reduced, increased or transferred by it under or in accordance with this Agreement;

Commitment Fee Letter means the fee letter dated 23 October 2024 from ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and addressed to Ares Management LLC, on behalf of its affiliated advisors and their managed funds and accounts;

Compliance Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate);

Confidential Information means any information relating to any Transaction Obligor, the Investors, the Facility , the Finance Documents, the Underlying Finance Documents, the Underlying Target, the Underlying Target Group, the Underlying Transaction and/or the Transaction (including, without limitation, any Fund Due Diligence Documentation and all documents delivered pursuant to clause 16 (Information undertakings) and those the documents and evidence delivered as a conditions precedent pursuant to clause 4.1 (Initial Conditions Precedent) provided to (or otherwise in the possession of) any Finance Party 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 information that:

(a)is or becomes public knowledge other than as a direct or indirect result of any breach of this Agreement; and/or

(b)is known by such Finance Party before the date the information is disclosed to it (or is lawfully obtained by it), other than

(i)pursuant to or in connection with its evaluation of the Finance Documents;

(ii)from a source which is connected with the Borrower;

and which, in each case, so far as the relevant Finance Party is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality owed to Borrower or any Investor (as the case may be);

Default means an Event of Default or any event or circumstance which with the giving of notice or the lapse of time would constitute an Event of Default, provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied;

Default Interest Period has the meaning given to that term in clause 12.6 (Default Interest);

Defaulting Lender has the meaning given to that term in clause 20.10

(Replacement of Lender);

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

Designated Website has the meaning given to that term in clause 26.6 (Use of Websites);

Discharged Rights and Obligations has the meaning given to that term in clause 20.5 (Procedure for Transfer);

Dispute has the meaning given to that term in clause 37.1 (Jurisdiction of English Courts);

Economic Sanctions Law means economic or financial sanctions, restrictive measures, trade embargoes or export control laws imposed, administered or enforced from time to time by any Sanctions Authority;

EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway;

Equity Contribution means:

(a)any subscription for shares issued by, and any capital contributions to, the Borrower (in each case provided that any such shares are not redeemable at the option of their holder whilst any amount remains outstanding under the Facility); and/or

(b)any loans, notes, bonds or like instruments issued by or made to the Borrower where the Parent is the creditor and which are subordinated to the Facility pursuant to the terms of this Agreement or otherwise on terms satisfactory to the Facility Agent, acting reasonably and subject to Transaction Security;

Equity Withdrawal has the meaning given to that term in paragraph (f) of clause

5.5 (Pre-Funding);

ENI Group Spread Trigger Event has the meaning given to that term in clause

7.11 (Definitions);

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;

EURIBOR means:

(a)the applicable Screen Rate; or

(b)(if no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum), the Interpolated Screen Rate for that Loan or Unpaid Sum; or

(c)if:

(i)no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum; and

(ii)it is not possible to calculate an Interpolated Screen Rate for that Loan or Unpaid Sum,

the Reference Bank Rate,

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as of, in the case of paragraphs (a) and (c) above, the Specified Time on the Quotation Day for the offering of deposits in Euro for a period equal in length to the Interest Period of the relevant Loan or Unpaid Sum and if, in any case, that rate is less than zero, EURIBOR shall be deemed to be zero. Notwithstanding anything to the contrary, the Facility Agent (acting on the instructions of the Majority Lenders) may (with the prior written consent of the Borrower) specify another page, service or method for determining EURIBOR, or alternative pages, services or methods to determine a replacement rate for any currency for the purposes of the Finance Documents (including, for the avoidance of doubt, any alternative benchmark, base rate or reference rate which may be available in relation to that currency at the relevant time);

Event of Default means any event or circumstance specified as such in clause 19 (Events of Default);

Excluded Event means:

(a)any withdrawal of any participating member state of the European Union from the single currency of the participating member states of the European Union;

(b)any redenomination of the Euro into any other currency by the government of any current or former participating member state of the European Union;

(c)any withdrawal (or any vote or referendum electing to withdraw or notice to withdraw) of any member state from the European Union; and

(d)any other similar or equivalent event, step, matter or action (whether in relation to any currency, country, state, agency of state, organisation, legislation or otherwise);

Excluded Tax Event means:

(a)the implementation of the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting; and

(b)the implementation of Council Directive 2016/1164/EU and/or Council Directive 2017/952/EU (each as amended);

Existing Lender has the meaning given to that term in clause 20.1 (Assignments and Transfers by the Lenders);

Facility Agent's Spot Rate of Exchange means any publicly available spot rate of exchange selected by the Facility Agent (acting reasonably) for the purchase of the euros with the relevant currency in the London foreign exchange market as of

11.00 a.m. on a particular day (or such other rate as may be agreed by the Facility Agent and the Borrower);

Facility means the term loan facility (including any sub-tranche thereof) made available under this Agreement as described in clause 2.1 (The Facility);

Facility Change has the meaning given to that term in clause 30 (Amendments and Waivers);

Facility Office means:

(a)in respect of a Lender, the office or offices notified by that ▇▇▇▇▇▇, to the Facility Agent in writing on or before the date it becomes a Lender (or,

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following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; and

(b)in respect of any other Finance Party, the office in the jurisdiction in which it is resident for Tax purposes and through which it will perform its obligations under this Agreement;

FATCA has the meaning given to that term in paragraph (f)(iii) of clause 10.3 (Tax Gross-Up);

Fee Letter means any letter or letters between the Arranger, a Lender, an Increase Lender, the Facility Agent and/or the Security Agent and the Borrower setting out any of the fees payable in relation to any Facility or any Additional Facility;

Finance Documents means this Agreement, any Fee Letter, any Security Document, any Additional Facility Accession Notice, any Additional Facility Notice and any other document designated as a Finance Document by the Facility Agent and the Borrower or by the Arranger and Borrower by notice to the Facility Agent;

Finance Party means any of the Facility Agent, any Arranger, the Security Agent and/or a Lender;

Financial Indebtedness means (without double counting) any indebtedness (including any fixed or minimum premium payable on maturity) in respect of or arising under:

(a)moneys borrowed (including overdrafts); or

(b)moneys raised including moneys raised under or pursuant to any debenture, bond (other than a performance or advance payment bond or other similar instrument issued in the ordinary course of trading), note or loan stock or other similar instrument; or

(c)any acceptance credit (or dematerialised equivalent); or

(d)receivables sold or discounted (otherwise than on a non-recourse basis and only to the extent of any recourse); or

(e)the acquisition cost of any asset to the extent payable more than 180 days after the time of acquisition or possession by the person liable as principal obligor for the payment thereof (or, if the relevant supplier customarily allows a period for payment, if later, the date 180 days after the expiry of that period, but only to the extent payment on such later date would not be in breach of the terms of any relevant contract with that supplier) or where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of the asset acquired (for the avoidance of doubt excluding where the payment deferral results from the delayed or non- satisfaction of contract terms by the supplier or from contract terms establishing payment Schedules tied to total or partial contract completion and/or to the results of operational testing procedures and excluding, for the avoidance of doubt, earn outs and other contingent consideration arrangements); or

(f)the sale price of any asset to the extent paid by the person liable more than 180 days before the time of sale or delivery or where the advance payment

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is arranged primarily as a method of raising finance (except any such arrangement entered into in the ordinary course of trading); or

(g)finance leases, capital leases, credit sale or conditional sale agreements (whether in respect of land, buildings, plant, machinery, equipment or otherwise) which are treated as finance leases or capital leases in accordance with the Accounting Principles (but only to the extent of such treatment); or

(h)for the purposes of clause 19.5 (Cross Default) only, any amount due under any derivative agreement provided that where such agreement provides for netting to occur this paragraph (h) shall only include the net amount of the payment obligation outstanding from the Borrower thereunder after such netting-off has occurred; or

(i)the amount payable by the Borrower in respect of the redemption of any share capital or other securities convertible into share capital issued by it (other than in connection with any MEP, incentive scheme or similar arrangement and in each case only to the extent the share capital or other securities convertible into share capital are redeemable at the option of the holder or if the Borrower is otherwise obliged to redeem it, in each case, on or prior to the Maturity Date); or

(j)amounts raised under any other transaction not of a type or nature contemplated by the other paragraphs of this definition having the commercial effect of a borrowing and required to be accounted for as such under the Accounting Principles; or

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

(l)any guarantee, indemnity or similar assurance against financial loss of any person in respect of any indebtedness falling within paragraphs (a) to (k) inclusive of this definition,

and so that, where the amount of Financial Indebtedness falls to be calculated or where the existence (or otherwise) of any Financial Indebtedness is to be established:

(i)in relation to any bank accounts subject to netting, cash pooling, net balance, balance transfer or similar arrangements, only the net balance shall be used; and

(ii)no amount due or outstanding in respect of any Equity Contribution shall be taken into account;

Financial Year means a financial year of the Borrower;

First Extended Maturity Date means the date falling on the sixth anniversary of the First Utilisation Date;

First Utilisation Date means the first Utilisation Date under the Facility (which, does not include the Pre-Funding Date or the Utilisation of a Pre-Funding Loan);

Fitch means Fitch Ratings Limited;

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Fund Shareholder means any fund managed or advised by the Sponsor which is an indirect shareholder of the Borrower;

Fund Due Diligence Documentation means in respect of any applicable Fund Shareholder:

(a)a private placement memorandum or prospectus or offering memorandum and if applicable, its limited partnership agreement;

(b)a structure chart relating to such Fund Shareholder showing the interest held by such Fund Shareholder in the Borrower;

(c)to the extent such Fund Shareholder holds other investments, its latest audited annual financial statements and latest quarterly report (in each case, only to the extent available and able to be provided to the Finance Parties); and

(d)to the extent such Fund Shareholder does not hold any investments, values for target TCC and for capital committed in each case in respect of that Fund Shareholder.

Group Structure Chart means a structure chart showing the anticipated structure of the Borrower and the Parent as at the First Utilisation Date;

GS Affiliates means ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank Europe SE and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Bank;

GS Related Entities means the Original Lender and the GS Affiliates;

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

IFRS means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union and/or the United Kingdom or any variation thereof with which the Borrower or its Subsidiaries are, or may be, required to comply;

Impaired Agent means the Facility Agent at any time when:

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

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

(c)(if the Facility Agent is also a Lender) it is a Defaulting Lender;

(d)an Insolvency Event has occurred with respect to the Facility Agent; or

(e)the Facility Agent is a Sanctioned Finance Party

Increase Confirmation means a confirmation substantially in the form set out in Schedule 9 (Form of Increase Confirmation) or in any other form agreed between the Facility Agent and the Borrower;

Increase Lender has the meaning given to that term in paragraph (i) of clause 2.5(a) (Increase);

Information Package means:

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(a)the Initial Fund Due Diligence Documentation; and

(b) the documents and evidence set out in paragraphs 7(e) and 7(f) of Schedule 2 (Conditions precedent);

Initial Fund Due Diligence Documentation means the documents and evidence set out in paragraphs 8 of Schedule 2 (Conditions precedent);

Insolvency Event means, in relation to a Finance Party, that the Finance Party:

(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;

(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

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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;

Interest Period means, in relation to a Loan, each period determined in accordance with clause 12.1 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 12.6 (Default Interest);

Interpolated Screen Rate means, in relation to EURIBOR, the rate which results from interpolating on a linear basis between:

(a)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan or Unpaid Sum; and

(b)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan or Unpaid Sum,

each as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan or Unpaid Sum;

Investor Documents means the articles of association of the Borrower and each other document (if any) evidencing an Equity Contribution in the Borrower;

Investors means the Sponsor and the Sponsor Affiliates;

Joint Venture has the meaning given to that term in clause 18.11 (Joint Ventures);

Lender means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other person which has become a Party as a Lender in accordance with clause 20 (Changes to the Lenders) or any other provision of this Agreement (including any Increase Lender and any Additional Facility Lender),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement and provided that upon (i) termination in full of all of the Commitments of any Lender and (ii) payment in full of all amounts which are payable to such Lender under the Finance Documents, that Lender shall not be regarded as being a Lender for the purposes of determining whether any provision of any of the Finance Documents requiring consultation with or the consent or approval of or instructions from the Lenders, the Majority Lenders, the Super Majority Lenders or any other class of Lenders has been complied with;

Lender Request means any request for any consent, amendment, release or waiver under the Finance Documents requiring the approval of the Majority Lenders, Super Majority Lenders or all Lenders (as applicable);

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Lender Withheld Amounts means any amounts withheld by the Lenders (including amounts withheld on account of fees, costs and expenses) from the cash proceeds of the relevant Pre-Funding Loans on the instructions of the Borrower in accordance with the relevant Utilisation Request;

Loan means any loan made or to be made under the Facility or the principal amount outstanding for the time being for that Loan ;

LTV Amount has the meaning given to that term in clause 7.3 (Mandatory Prepayment: ENI Group Spread;

Luxembourg means the Grand Duchy of Luxembourg;

Luxembourg Business Continuity Act means the Luxembourg act dated 7 August 2023 on business continuity and the modernisation of bankruptcy;

Luxembourg Commercial Code means the Code de Commerce of Luxembourg;

Luxembourg Trade and Companies Register means the Registre de Commerce et des Sociétés, Luxembourg;

Majority Lenders means, subject to clause 30.4 (Excluded Commitments), at any time:

(a)a Lender or Lenders whose Commitments aggregate at least 50.1 per cent of the Total Commitments; or

(b)if the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregated at least 50.1 per cent of the Total Commitments immediately prior to that reduction;

Margin means (subject to clause 12.8 (PIK interest)), in relation to any Loan:

(a)from and including the date of this Agreement (as applicable), up to and including the second anniversary of the First Utilisation Date, 2.10 per cent per annum;

(b)following the second anniversary of the First Utilisation Date up to and including the fourth anniversary of the First Utilisation Date, 2.20 per cent per annum; and

(c)following the fourth anniversary of the First Utilisation Date, 2.40 per cent per annum.

Market Disruption Event has the meaning given to that term in clause 11.4 (Change in Market Conditions);

Material Adverse Effect means an event or circumstance which has or would reasonably be expected to have a material adverse effect on:

(a)the consolidated business, assets or financial condition of the Borrower;

(b)the ability of the Borrower to perform its payment obligations under the Finance Documents; or

(c)subject to the Reservations and any Perfection Requirements, the validity or enforceability of the Security Documents taken as a whole which is (i) materially prejudicial to the interests of the Lenders taken as a whole under the Finance Documents and (ii) (without duplication of any other remedy

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period) if capable of remedy, not remedied within 20 Business Days of the board of directors (or equivalent management body) of the Borrower becoming aware of the relevant event or circumstance or being given notice of the same by the Facility Agent;

Maturity Date means:

(a)in relation to the Facility:

(i)the Original Maturity Date;

(ii)if extended pursuant to clause 6.2(a)(i) (Extension option), the First Extended Maturity Date; or

(iii)if extended pursuant to clause 6.2(a)(ii) (Extension option), the Second Extended Maturity Date; and

(b)in relation to any Additional Facility, the date set out in the Additional Facility Notice relating to that Additional Facility (or such other date as the Additional Facility Lenders in respect of that Additional Facility and the Borrower may agree);

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that

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

(b)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

(c)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.

The above rules will only apply to the last Month of any period. Monthly shall be construed accordingly. The above rules will not, for the avoidance or doubt, apply in relation to any periods applicable to financial statements;

New Lender has the meaning given to that term in clause 20.1 (Assignments and Transfers by the Lenders);

New Lender Certificate means a Transfer Certificate, an Assignment Certificate and/or any other assignment or transfer document pursuant to which a person becomes party to this Agreement as a Lender, in each case as the context requires;

Non-Cooperative Jurisdiction means any country or territory included in Annex I of the EU list of non-cooperative jurisdictions for tax purposes published from time to time by the EU Council;

OFAC means the Office of Foreign Assets Control of the U.S. Treasury Department;

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Original Accounting Principles means generally accepted accounting principles (together with related accounting practices) as applied by the Borrower prior to the First Utilisation Date, or, if applicable at any time, such other accounting principles and practices as have been most recently agreed (or permitted) to be applied pursuant to clause 16.3 (Change in Accounting Position);

Original Maturity Date means the date falling on the fifth anniversary of the First Utilisation Date;

Participating Member State means any member state of the European Union that adopts or has adopted (and has not ceased to adopt) the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

Party means a party to this Agreement;

Payment Currency has the meaning given to that term in clause 14.1 (Currency Indemnity);

Perfection Requirements means the making or the procuring of registrations, filings, endorsements, notarisations, stampings, notifications and/or intimations of the Finance Documents (and/or the Security created thereunder) necessary for the validity or enforceability thereof;

Pre-Funding Date means the date on which a Pre-Funding Loan is made or to be made, being a date not earlier than two Business Days before the Proposed Underlying Issue Date;

Pre-Funding Loan means any Loan where the date of the Utilisation of such Loan is (or will be) a date prior to the Underlying Issue Date, or the principal amount outstanding for the time being of that Loan;

Pre-Funding Repayment Amount means, at the relevant time, the aggregate outstanding principal amount of any Pre-Funding Loans, less any Agent Withheld Amounts and any Lender Withheld Amounts;

Pre-Funding Repayment Date means the date falling two Business Days following the Pre-Funding Date (or such other date as may be agreed between the Borrower and the Facility Agent (acting on the instructions of all Lenders participating in the relevant Pre-Funding Loan (acting reasonably))) if the Underlying Issue Date has not occurred by such date;

Proposed Underlying Issue Date means the date on which the Borrower expects the Underlying Issue Date to occur;

Qualifying Lender has the meaning given to that term in clause 10.1 (Tax Definitions);

Quotation Day means, in relation to any period for which an interest rate is to be determined, two TARGET Days before the first day of that period unless, in the case of a Quotation Day market practice differs in the Relevant Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given in the Relevant Market on more than one day, the Quotation Day will be the last of those days);

Rate Switch Date means the Rate Switch Trigger Event Date following the date notified in writing by the Borrower to the Facility Agent to be the Rate Switch Date;

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Rate Switch Trigger Event means in relation to the Screen Rate:

(a)the administrator of the Screen Rate or its supervisor publicly announces that such administrator is insolvent or 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 Screen Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide the Screen Rate;

(b)the administrator of the Screen Rate publicly announces that it has ceased, or will cease, to provide the Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Screen Rate;

(c)the supervisor of the administrator of the Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued; or

(d)the administrator of the Screen Rate or its supervisor publicly announces that the Screen Rate may no longer be used;

Rate Switch Trigger Event Date means, following the occurrence of a Rate Switch Trigger Event, the date on which the relevant Screen Rate ceases to be published or otherwise becomes unavailable;

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

Recovering Finance Party has the meaning given to that term in clause 24.1 (Payments to Finance Parties);

Reference Banks means the principal London office of such banks (with a long- term currency credit rating of equal to or better than A3 according to ▇▇▇▇▇'▇ and equal to or better than A- according to Standard and Poor's) as may be appointed by the Facility Agent in consultation with the Borrower;

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market in euros and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period;

Related Fund means, in relation to a Fund, any other Fund that either has the same fund manager or asset manager or has common ownership with an existing Lender or is owned or managed by an existing Lender;

Relevant Market means the European interbank market;

Repayment Date means each date on which an amount is due for repayment under clause 6.1 (Repayment of the Loans);

Repeating Representations means at any time those representations referred to in clause 15.19 (Repetition) which are then deemed to be repeated;

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Reports means any report delivered to the Facility Agent as a condition precedent pursuant to clause 4.1 (Initial Conditions Precedent);

Required Account Sweep Date means the date falling five Business Days following the end of each Interest Period;

Reservations means:

(a)the principle that equitable remedies may be granted or refused at the discretion of the court, the limitation on enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and similar principles, rights, defences and limitations under the laws of any applicable jurisdiction;

(b)the time barring of claims under any applicable limitation laws, the possibility that a court may strike out provisions of a contract as being invalid for reasons of oppression, undue influence or similar reasons, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defences of set-off or counterclaim and similar principles, rights, defences and limitations under the laws of any applicable jurisdiction; and

(c)any other general principles, reservations or qualifications, in each case as to matters of law, as set out in any legal opinion delivered to the Facility Agent or the Security Agent under any provision of or otherwise in connection with any Finance Document;

Resolution Authority means any body which has authority to exercise any Write- Down and Conversion Powers;

Sanctioned Finance Party means a Finance Party (or, for the purposes of clause

18.19 (Sanctions), any other person) that is, or is directly or indirectly owned or controlled (where relevant as defined by the applicable Sanctions) by, a Sanctioned Person or otherwise directly or indirectly the subject of Sanctions;

Sanctioned Person means any person (whether or not having a legal personality):

(a)listed on, or owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Economic Sanctions Law or in any related official guidance) by a person or organisation listed on, a Sanctions List,

(b)a government of a Sanctioned Territory,

(c)an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Territory,

(d)resident or located in, operating from, or incorporated under the laws of, a Sanctioned Territory, or

(e)otherwise a target of any Economic Sanctions Law, or is acting on behalf of any of the persons listed in paragraphs (a) to (d) above, for the purpose of evading or avoiding, or having the intended effect of or intending to evade or avoid, or facilitating the evasion or avoidance of any Economic Sanctions Law;

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Sanctioned Territory means any country or other territory subject to a general export, import, financial or investment embargo under any Economic Sanctions Law, which, as of the date of this Agreement, include the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Kherson or Zaporizhzhia regions of Ukraine (in each case to the extent that such areas of Kherson or Zaporizhzhia are under control of Russia) and the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria;

Sanctions means the economic or financial sanctions, trade embargoes or similar measures enacted, administered or enforced by any of:

(a)the United States Government;

(b)the United Nations;

(c)the United Kingdom;

(d)the European Union or any present or future member state of the European Union; or

(e)the respective governmental institutions and agencies of any of the foregoing;

Sanctions Authority means (i) the United States, (ii) the United Nations Security Council, (iii) the European Union, (iv) the United Kingdom or (v) the respective governmental institutions of any of the foregoing including, without limitation, OFAC, the U.S. Department of Commerce, the U.S. Department of State, any other agency of the U.S. government, and Her Majesty’s Treasury;

Sanctions List means any of the lists of designated or sanctioned individuals or entities (or equivalent) issued by any Sanctions Authority, each as amended, supplemented or substituted from time to time, including, without limitation, the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, each administered by OFAC; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; the Consolidated List of Financial Sanctions Targets in the UK and Russia: List of Persons Named in Relation to Financial and Investment Restrictions, each administered by Her Majesty’s Treasury; and the UK Sanctions List administered by the UK Foreign, Commonwealth & Development Office;

Screen Rate means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which take over administration of that rate) for the relevant currency and Interest Period displayed on page EUR003M of the Bloomberg screen or on the appropriate page of such other information service which publishes that rate from time to time in place of Bloomberg, provided that if the agreed page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower;

Second Extended Maturity Date means the date falling on the seventh anniversary of the First Utilisation Date;

Secured Liabilities means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under each Finance Document;

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Secured Parties means each Finance Party from time to time party to this agreement and any Receiver or Delegate;

Security means any mortgage, charge (fixed or floating), assignment or assignation in security, pledge, lien or other security interest securing any obligation of any person and any other agreement entered into for the purpose and having the effect of conferring security;

Security Documents means any document entered into by any Transaction Obligor creating or expressed to create, confirm, amend and/or extend (as applicable) any Security over all or any part of its assets in respect of any of the Borrower to any of the Finance Parties (in such capacity) under any of the Finance Documents;

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 a Transaction 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 a Transaction 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;

Sister Facility Agreement means the facility agreement between, among others, the Agent and Ares HoldCo 1 Sarl as borrower dated on or around the date of this Agreement;

Sister Financing Event of Default means the occurrence of an event of default (howsoever described) under the Sister Facility Agreement;

Sister Facility Total Commitments has the meaning given to "Total Commitments" in the Sister Facility Agreement;

Specified Sovereign means the United Kingdom, United States of America, Switzerland, Japan, Italy, Luxembourg or any other member state of the European Union (for the purpose of the definition of Qualifying Lender only, as constituted on 1st January 2004) having a rating of at least A-1 from Standard and Poor's or at least P-1 from Moody's or at least F-1 from Fitch;

Specified Time means a time determined in accordance with Schedule 6 (Timetables) (or such later time as the Facility Agent may agree);

Sponsor means Ares Management LLC;

Sponsor Affiliate means, in relation to any Sponsor, any of its Holding Companies or Subsidiaries or any other Subsidiary of any of its Holding Companies and any fund, partnership and/or other entities represented, managed, advised, owned or controlled by any Sponsor or any of its Sponsor Affiliates and any Sponsor Affiliate of any such fund, partnership or entity but does not include any portfolio company

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of any Sponsor or of any Affiliate of any Sponsor and, in the context of a person or persons achieving or having control over another person, control for the purposes of this definition means the person or persons acting in concert controlling, or being able to control, the composition of the board of directors or equivalent management board of that other person or the person or persons acting in concert in accordance with whose directions a majority of the board of directors or equivalent management board of that other person are or become accustomed to act;

Standard and Poor's means Standard & Poor's Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.;

Subsidiary means, in relation to a company or corporation, a company or corporation:

(a)more than half the issued voting share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(b)which is a Subsidiary of another Subsidiary of the first mentioned company or corporation;

Super Majority Lenders means, subject to clause 30.4 (Excluded Commitments), at any time:

(a)a Lender or Lenders whose Commitments aggregate at least 80 per cent of the Total Commitments; or

(b)if the Total Commitments have been reduced to zero, a Lender or Lenders whose Commitments aggregated at least 85 per cent of the Total Commitments immediately prior to that reduction;

T2 means the real time gross settlement system operated by the Eurosystem, or any successor system;

TARGET Day means any day on which T2 is open for the settlement of payments in euro;

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and Taxes and Taxation shall be construed accordingly;

Tax Credit has the meaning given to that term in clause 10.1 (Tax Definitions);

Tax Deduction has the meaning given to that term in clause 10.1 (Tax Definitions);

Tax Payment has the meaning given to that term in clause 10.1 (Tax Definitions);

Third Parties Act has the meaning given to that term in clause 1.6(a) (Third Party Rights);

Total Commitments means the aggregate of the Commitments being €231,428,571.43 as of the date of this Agreement or as otherwise reduced pursuant to clause 4.4 (Advance Rate);

Transaction means the transactions carried out or to be carried out in relation to the subscription by the Borrower in respect of the Underlying Notes and the other

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transactions contemplated by the Transaction Documents (in each case including the financing thereof);

Transaction Costs means all fees, costs and expenses and stamp, transfer, registration, notarial and other Taxes incurred by a Transaction Obligor directly or indirectly in connection with the Transaction and/or the Transaction Documents;

Transaction Documents means the Finance Documents and the Underlying Finance Documents;

Transaction Obligor means the Borrower and/or the Parent;

Transaction Security means the Security created or expressed to be created in favour of the Security Agent and/or any other Finance Party pursuant to the Security Documents;

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

Transfer Date means, in relation to any Transfer Certificate, the date for making the relevant transfer as specified in that Transfer Certificate;

Treaty Lender has the meaning given to that term in clause 10.1 (Tax Definitions);

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);

Underlying Accounting Principles has the meaning given to "Accounting Principles" (as defined in the Underlying Notes);

Underlying Acquisition Agreement means the investment and sale and purchase agreement to be entered into by ▇▇▇▇ ▇▇▇▇▇ S.p.A. and the persons(s) named therein as the seller(s) dated 24 October 2024 as amended, restated, supplemented and/or novated from time to time;

Underlying Approved Transfer Letter has the meaning given to the term "Approved Transfer Letter" in the Underlying Subscription Agreement;

Underlying Business Plan has the meaning given to "Business Plan" (as defined in the Underlying Notes);

Underlying Certain Funds Period has the meaning given to "Certain Funds Period" in the Underlying Subscription Agreement;

Underlying Compliance Certificate has the meaning given to the term "Compliance Certificate" in the Underlying Finance Documents;

Underlying Conditions has the meaning given to the term 'Conditions' under and as defined in the Underlying Subscription Agreement;

Underlying Consent Letter has the meaning given to that term in Schedule 2 (Conditions Precedent to Initial Utilisation);

Underlying Distribution Block means each 'Distribution Block Period' under and as defined in the Underlying Finance Documents;

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Underlying Distribution Block Interest Period means each 'Distribution Block Interest Period' under and as defined in the Underlying Finance Documents;

Underlying Event of Default means each 'Event of Default' under and as defined in the Underlying Finance Documents;

Underlying Finance Document has the meaning given to "Notes Finance Document" in the Underlying Conditions;

Underlying Group has the meaning given to "Group" in the Underlying Finance Documents;

Underlying Intercreditor Agreement has the meaning given to "Intercreditor Deed" in the Underlying Finance Documents;

Underlying Issuer means Dino Bidco S.p.A.;

Underlying Issue Date has the meaning given to "Issue Date" in the Underlying Subscription Agreement;

Underlying Notes has the meaning given to "Notes" in the Underlying Subscription Agreement;

Underlying Noteholder means a noteholder in respect of the Underlying Notes;

Underlying Noteholders' Representative has the meaning given to "Noteholders' Representative" in the Underlying Notes;

Underlying Parent means Dino Midco S.p.A.;

Underlying Security Agent has the meaning given to "Security Agent" in the Underlying Subscription Agreement;

Underlying Shareholders' Agreement Summary has the meaning given to that term in Schedule 2 (Conditions Precedent to Initial Utilisation);

Underlying Seller has the meaning given to "Seller" in the Underlying Finance Documents;

Underlying Target has the meaning given to "Target" in the Underlying Finance Documents;

Underlying Target Group has the meaning given to "Target Group" in the Underlying Finance Documents;

Underlying Transaction has the meaning given to "Transaction" in the Underlying Finance Documents;

Underlying Subscription Agreement means the subscription agreement between, among others, the Underlying Issuer and the Borrower dated on or around the date of this Agreement as amended, supplemented, assigned and/or novated from time to time;

Unpaid Sum means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents;

US means the United States of America;

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US Internal Revenue Code means the United States Internal Revenue Code of 1986, as amended;

Utilisation means a Loan;

Utilisation Date means the date on which a Utilisation is made;

Utilisation Request means in the case of a Loan, a notice substantially in the form set out in Schedule 3 (Utilisation Request);

VAT means value added tax imposed in any member state of the European Union pursuant to EC Council Directive 2006/112 on the common system of value added tax and national legislation implementing that Directive or any predecessor to it or supplemental to that Directive and any other sales or turnover tax of a similar nature imposed in the United Kingdom or any country that is not a member of the European Union together with all penalties or interest thereon or any tax of a similar nature which may be substituted for or levied in addition to it;

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 any other applicable Bail-In Legislation (other than the UK 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; and

(c)in relation to any UK Bail-In Legislation:

(i)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 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 UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that UK Bail-In Legislation.

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1.2 Construction

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

(i)the Facility Agent, any Arranger, the Security Agent, any Secured Party, any Finance Party, any Lender, any Transaction Obligor, any Party or any other person shall be construed so as to include its successors in title (including the surviving entity of any merger involving that person), permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as a security agent or trustee in accordance with the Finance Documents;

(ii)an agency of a state includes any local or other authority, self regulating or other recognised body or agency, central or federal bank, department, government, legislature, minister, ministry, self regulating organisation, official or public or statutory person (whether autonomous or not) of, or of the government of, that state or any political sub-division in or of that state;

(iii)a document in agreed form is a document which is in a form previously agreed and/or approved by the Borrower and the Facility Agent or, if not so agreed or approved, as approved or agreed by the Facility Agent (acting reasonably);

(iv)an agreement includes any legally binding agreement, arrangement, concession, contract, deed or franchise (in each case whether oral or written);

(v)an amendment means any amendment, supplement, variation, novation, modification, replacement or restatement (however fundamental) and amend and amended shall be construed accordingly;

(vi)arms' length terms (or any similar construct) refers to the commercial terms from the perspective of the Borrower and may be conclusively determined for all purposes under the Finance Documents by means of any of the following (without prejudice to any other method of satisfaction), in each case at the option of the Borrower:

(A)a determination by the Board of Directors of the Borrower;

(B)a determination by an officer of the Borrower or a member of senior management; or

(C)any other notification of determination by the Borrower;

(vii)assets includes property and rights of every kind, present, future and contingent (including uncalled share capital);

(viii)assignment shall, where the context requires, include assignation;

(ix)bankruptcy shall, where the context requires, include sequestration;

(x)currency equivalent means the equivalent in any currency (the first currency) of an amount in another currency (the second currency) as determined by the Borrower by reference to an amount in the first

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currency which could be purchased with that amount in the second currency at an exchange rate that is any of the following, at the option of the Borrower:

(A)the Facility Agent's Spot Rate of Exchange (or, if such rate is not publicly available at the relevant time, by reference to the prevailing rate of exchange as otherwise determined by the Borrower (acting reasonably));

(B)any applicable conversion rate used in any relevant financial statements or management accounts;

(C)any applicable conversion rate selected by the Borrower (acting reasonably and in good faith) on the relevant date of determination; or

(D)any applicable conversion rate under any currency hedging arrangement entered into by any member of the Borrower;

(xi)a matter being determined in good faith by the Borrower (or any similar construct) may be conclusively determined for all purposes under the Finance Documents by means of any of the following, in each case at the option of the Borrower:

(A)a determination by the Board of Directors of the Borrower;

(B)a determination by an officer of the Borrower; or

(C)any other notification of determination by the Borrower;

(xii)a filing includes any relevant filing, registration, recording or notice (and references to making or renewing filings shall be construed accordingly) required by law or regulation;

(xiii)a guarantee includes:

(A)an indemnity, bond, counter indemnity, guarantee, letter of credit or similar assurance against loss; and

(B)any other obligation (direct or indirect, actual or contingent) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other investments, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person;

and guaranteed and guarantor shall be construed accordingly;

(xiv)the European interbank market means the interbank market for euro operating in Participating Member States;

(xv)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;

(xvi)a judgment shall, where the context requires, include a decree;

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(xvii)any transaction being in the ordinary course of business or the ordinary course of trading of the Borrower (or any similar construct) shall be construed to include, without limitation, any transaction that is consistent with industry practice in the industries in which the Borrower operates or consistent with current and/or past practice of the Borrower (and in each case shall be as determined by the Borrower in good faith);

(xviii)a participation of a Lender in a Loan, means the amount of such Loan which such Lender has made or is to make available and thereafter that part of the Loan which is owed to such Lender;

(xix)a person includes any individual, trust, firm, fund, company, corporation, partnership, joint venture, government, state or agency of a state or any undertaking or other association (whether or not having separate legal personality) or any two or more of the foregoing;

(xx)a regulation includes any regulation, rule, official directive, order, request or guideline (whether or not having the force of law but if not having the force of law being one with which it is the practice of the relevant person to comply) of any governmental, intergovernmental or supranational body, agency, department or any regulatory, self regulatory or other authority or organisation;

(xxi)set-off includes claims of compensation, rights to balance accounts on insolvency and rights of retention;

(xxii)shares includes shares and other equivalent ownership interests (including limited partnership interests) and share capital includes partnership capital and other equivalents;

(xxiii)a sub-participation means any sub-participation or sub-contract (whether written or oral) or any other agreement or arrangement having an economically substantially similar effect, including any credit default or total return swap or derivative (whether disclosed, undisclosed, risk or funded) by a Lender of or in relation to any of its rights or obligations under, or its legal, beneficial or economic interest in relation to, the Facility and/or Finance Documents to a counterparty and sub-participate shall be construed accordingly;

(xxiv)a provision of law (or a statute or statutory instrument or any provision thereof) is a reference to that provision (or that statute or statutory instrument or such provision thereof) as amended or re- enacted from time to time;

(xxv)the knowledge or awareness of the Borrower shall be limited to the actual knowledge or awareness of the Borrower at the relevant time;

(xxvi)any agreement (including, without limitation, any of the Finance Documents or the Transaction Documents) is to be construed as a reference to that agreement as it may from time to time be amended, novated, supplemented, extended or restated (including any increase in, extension of or change to any facility made available under that agreement);

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(xxvii)any matter or circumstance being permitted is to be construed as a reference to any matter or circumstance which is not expressly prohibited;

(xxviii)the singular includes the plural (and vice versa); and

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

(b)The index to this Agreement and Section, clause and Schedule headings are for ease of reference only and are to be ignored in construing this Agreement.

(c)Unless a contrary indication appears:

(i)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;

(ii)a Default or an Event of Default is continuing if it has not been remedied or waived and, for the avoidance of doubt, any Default or Event of Default in respect of a failure to deliver any certificate, notice, document, report, financial statement or other information or take any other action within a time period prescribed in a Finance Document shall no longer be continuing upon performance of such obligation even though such performance is not within the prescribed period specified in any Finance Document; and

(iii)in the event that compliance with any monetary limit specified in this Agreement shall fall to be determined any conversion from any currency to Euro necessary for that purpose shall be by reference to the currency equivalent of that currency on the date of determination, provided that no fluctuation in exchange rates subsequent to the first such determination of compliance will cause breach of that monetary limit.

(d)For the avoidance of doubt, if any receivable (or any part thereof) has been sold or discounted on a basis which it means it would be treated as off balance sheet or derecognised under the Accounting Principles, that receivable shall be considered to have been sold or discounted on a non- recourse basis.

(e)Notwithstanding anything to the contrary in any Finance Document, nothing in the Finance Documents shall prohibit any step, action or matter arising in connection with any actual, proposed or future payment of Tax (including as a consequence of any 'group contributions', the surrender of tax relief or similar or equivalent arrangements).

(f)Notwithstanding anything to the contrary in any Finance Document when establishing whether any action, transaction and/or incurrence of a liability (in each case including any replacement, renewal or extension thereof) is, was and/or remains permitted under the terms of the Finance Documents, the Borrower shall be entitled to rely on the fact that such action, transaction and/or incurrence was permitted at the time that action was originally taken, that transaction was originally committed to or that liability was originally incurred (as the case may be).

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(g)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 Facility Agent after consultation with the Borrower.

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

1.3 Personal Liability

No personal liability shall attach to any director, officer, employee or other individual signing a certificate or other document on behalf of the Borrower which proves to be incorrect in any way, unless that individual acted fraudulently in giving that certificate or other document in which case any liability will be determined in accordance with applicable law.

1.4 Luxembourg terms

Unless a contrary indication appears, a reference in any Finance Document in relation to an entity incorporated or existing under the laws of Luxembourg:

(a)a "winding-up", "administration" or "dissolution" includes, without limitation, bankruptcy (faillite), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), judicial reorganisation (réorganisation judiciaire), reorganisation by amicable agreement (réorganisation à l'amiable) and moratorium or reprieve from payment (sursis de paiement), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

(b)a "receiver", "administrative receiver", "administrator" or the like includes, without limitation, a conciliateur d’entreprise, mandataire de justice, juge délégué, administrateur provisoire, commissaire, juge- commissaire, mandataire ad hoc, liquidateur or curateur;

(c)a "reorganisation" includes, without limitation, judicial reorganisation (réorganisation judiciaire);

(d)“commencing negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness” includes any such negotiations conducted in order to reach an amicable agreement (accord amiable) with creditors pursuant to the Luxembourg Business Continuity Act;

(e)a person being "unable to pay its debts" includes that person being in a state of cessation of payments (cessation de paiements);

(f)"constitutional documents" includes the up to date articles of association (statuts) or the deed of incorporation, as appropriate;

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(g)"Security" includes, without limitation, any hypothèque, nantissement, privilège, accord de transfert de propriété à titre de garantie, gage sur fonds de commerce or sûreté réelle whatsoever whether granted or arising by operation of law;

(h)"matured obligation" includes, without limitation, any exigible, certaine and liquide obligation;

(i)a "manager" or "director" includes a gérant or an administrateur; and

(j)an "attachment" includes a saisie.

1.5 Currency Symbols and Definitions

€, EUR, Euro, Euros, euro and euros mean the single currency unit of the Participating Member States.

1.6 Third Party Rights

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

(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 any Finance Document at any time.

1.7 No Investor Recourse

(a)Subject to paragraph (b) below, no Finance Party shall have any recourse to any Equity Investor or Fund Shareholder in respect of any term of any Finance Document, any statement by an Equity Investor, Fund Shareholder or otherwise.

(b)Paragraph (a) excludes any recourse to the Parent under the Transaction Security granted by the Parent in respect of the Charged Property.

2.The Facility

2.1 The Facility

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

2.2 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 a Transaction Obligor is a separate and independent debt.

(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.

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2.3 Facility Offices

Each Lender will participate in each Utilisation through its Facility Office.

2.4 Enforcement of Rights

Subject to any provision of the Finance Documents to the contrary, each Finance Party has the right to protect and enforce its rights arising out of the Finance Documents and it will not be necessary for any other Finance Party to be joined as an additional party in any proceedings brought for the purpose of protecting or enforcing such rights.

2.5 Increase

(a)The Borrower may by giving prior notice to the Facility Agent after the effective date of any cancellation of any Commitment pursuant to clause

11.1 (Illegality) or clause 20.10 (Replacement of Lender) request that the Total Commitments be increased (and the Total Commitments under the relevant Facility shall be so increased) in an aggregate amount in the relevant currency of up to the amount of the Commitments so cancelled (including any fees payable to the relevant Increase Lender in connection with such increase) as follows:

(i)the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Borrower and each of which confirms 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;

(ii)the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iii)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;

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

(v)any increase in the Total Commitments shall take effect on the date specified by the Borrower in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)An increase in the Total Commitments pursuant to this clause will only be effective on:

(i)the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender (provided that the Facility Agent shall execute any Increase Confirmation which on its face appears duly completed promptly on receipt); and

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(ii)in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent and the Security Agent of all necessary know your customer or other similar identification checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Borrower and the Increase Lender.

(c)Each Increase Lender, by executing an Increase Confirmation, confirms (for the avoidance of doubt) that the Facility 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.

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

(e)Clause 20.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.5 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 was a reference to a transfer.

(f)The Facility Agent shall as soon as reasonably practicable send to the Borrower a copy of each executed Increase Confirmation.

(g)The Finance Parties shall be required to enter into any amendment to or replacement of the then current Finance Documents required by the Borrower in order to facilitate or reflect any of the matters contemplated by this clause 2.5. The Facility Agent and the Security Agent are each irrevocably authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Borrower).

2.6 Additional Facilities

(a)The Borrower may at any time notify the Facility Agent by delivery of an Additional Facility Notice that it wishes to add one or more additional facilities into the Finance Documents, either as a new facility and/or as an additional tranche of or increase in the commitments in respect of any existing facility (each an Additional Facility).

(b)No Additional Facility Notice will be regarded as having been duly completed unless it specifies the following matters in respect of the relevant Additional Facility:

(i)the persons to become Additional Facility Lenders in respect of that Additional Facility;

(ii)the amount being made available and the currency or currencies in which that Additional Facility is available for utilisation;

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(iii)the rate of interest applicable to that Additional Facility (including any applicable Margin);

(iv)the Maturity Date (together with, if applicable, any other Scheduled repayment dates) for that Additional Facility;

(v)the Availability Period for that Additional Facility; and

(vi)the Additional Facility Commencement Date for that Additional Facility.

(c)Subject to (i) receipt by the Facility Agent of a duly completed Additional Facility Notice and (ii) the Facility Agent (on the instruction of the Majority Lenders) confirming approval of the relevant Additional Facility to the Borrower, with effect from the relevant Additional Facility Commencement Date (or any later date on which the conditions set out in paragraph (d) below are satisfied):

(i)the Lenders in respect of the relevant Additional Facility (each an Additional Facility Lender) shall make available that Additional Facility in the aggregate amount set out in the Additional Facility Notice;

(ii)the Borrower and each such Additional Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and such Additional Facility Lenders would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders;

(iii)each such Additional Facility Lender shall become a Party as a Lender;

(iv)each such Additional Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as those Additional Facility Lenders and those Finance Parties would have assumed and/or acquired had the Additional Facility Lenders been Original Lenders; and

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

(d)The establishment of an Additional Facility will only be effective on:

(i)receipt by the Facility Agent of an Additional Facility Accession Notice from each person referred to in the relevant Additional Facility Notice as an Additional Facility Lender; and

(ii)in relation to an Additional Facility Lender which is not already a Lender the performance by the Facility Agent and the Security Agent of all necessary know your customer or other similar identification checks under all applicable laws and regulations in relation to that Additional Facility Lender making available an Additional Facility, the completion of which the Facility Agent shall promptly notify to the Borrower.

(e)Each Finance Party irrevocably authorises and instructs the Facility Agent and the Security Agent to acknowledge, execute and confirm acceptance of each Additional Facility Notice and each Additional Facility Accession

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Notice. The Facility Agent and the Security Agent shall as soon as reasonably practicable send to the Borrower a copy of each executed Additional Facility Notice and Additional Facility Accession Notice.

(f)The Finance Parties shall be required to enter into any amendment to or replacement of the Finance Documents (including for the purpose of reflecting the terms of any Additional Facility in the Finance Documents) and/or take such other action as is required by the Borrower in order to facilitate the establishment of any Additional Facility otherwise permitted by this Agreement, including in relation to any changes to, the taking of, or the release coupled with the retaking of, any guarantee or Security. The Facility Agent and the Security Agent are each irrevocably authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents and/or take such action on behalf of the Finance Parties (and shall do so on the request of and at the cost of the Borrower).

(g)For the avoidance of doubt, at the option of the Borrower:

(i)an Additional Facility may only be made available on a basis which is pari passu with or junior to the Facility;

(ii)an Additional Facility may be made available on a secured or unsecured basis (provided that, for the avoidance of doubt, any Security granted by any Transaction Obligor under an Additional Facility shall constitute Transaction Security for the purposes of this Agreement); and

(iii)an Additional Facility shall be entitled to benefit from any Transaction Security.

(h)Except as provided in paragraph (g) above, the terms applicable to any Additional Facility will be those agreed by the Additional Facility Lenders in respect of that Additional Facility and the Borrower. If there is any inconsistency between any such term agreed in respect of an Additional Facility and any term of this Agreement, the term agreed in respect of the Additional Facility shall prevail.

(i)Each Additional Facility Lender, by executing an Additional Facility Accession Notice, confirms (for the avoidance of doubt) that the Facility 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 relevant Additional Facility becomes effective.

(j)The Borrower shall, within 10 Business Days of the date of the relevant Additional Facility Commencement Date in relation to a new Additional Facility pay to the Facility Agent (for its own account) a one-off fee of

€3,500.

3.Purpose

3.1 Purpose

The Borrower shall apply all amounts drawn by it under the Facility in or towards (directly or indirectly) financing or refinancing:

(a)the Borrower's participation in the Underlying Notes; and/or

(b)Transaction Costs.

3.2 Monitoring

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

4.Conditions of Utilisation

4.1 Initial Conditions Precedent

(a)The Lenders shall only be obliged to comply with clause 5.4 (Lenders' Participation) in relation to any Utilisation if on or before that Utilisation Date the Facility Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent to Initial Utilisation) (in each case, save as specified therein, in all material respects in the agreed form or otherwise in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders acting reasonably)).

(b)The Facility Agent shall promptly confirm in writing to the Borrower the satisfaction of the relevant documents and other evidence referred to above as and when they are satisfied.

4.2 Additional Conditions Precedent

In addition, subject to clause 19.15 (Certain Funds), the Lenders shall be under no obligation to make any Utilisation available to the Borrower unless, on both the date of the Utilisation Request and the Utilisation Date for that Utilisation:

(a)no Default has occurred and is continuing and no Default will occur as a result of making the proposed Utilisation;

(b)immediately following the making of the Loan, the aggregate of the principal of all Loans is equal to or less than 72 per cent. of the aggregate of the principal of the Underlying Notes (i) held by the Borrower, and (ii) to be held by the Borrower once subscribed for using the proceeds of such Utilisation, in each case pursuant to the Underlying Finance Documents;

(c)the Repeating Representations which are required to be repeated on such dates are true in all material respects in each case by reference to the facts and circumstances then subsisting and will remain true and accurate in all material respects immediately after the Utilisation is made; and

(d)in respect of any Utilisation following the First Utilisation Date, the representations in clauses 15.1 (Incorporation), 15.2 (Power), 15.3 (Authority), 15.4 (Obligations binding), 15.5 (Governing law and enforcement) and 15.6 (Non-conflict) are true in all material respects in each case by reference to the facts and circumstances then subsisting and will remain true and accurate in all material respects immediately after the Utilisation is made.

4.3 Maximum number of Utilisations

(a)Unless otherwise agreed by the Facility Agent, the Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than one Loan would be outstanding under the Facility.

(b)Unless otherwise agreed by the Facility Agent, the Borrower may not request that a Loan be divided if, as a result of the proposed division, more than three separate Loans would be outstanding under the Facility.

4.4 Advance Rate

If, prior to the date of a Utilisation, the Borrower becomes aware that the aggregate of the Total Commitments under this Agreement is greater than 72 per cent. of the aggregate of the principal of the Underlying Notes (i) held by the Borrower; and (ii) to be held by the Borrower once subscribed for using the proceeds of a Utilisation, in each case pursuant to

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the Underlying Finance Documents, it shall promptly notify the Facility Agent of the same and Commitments shall be automatically cancelled pro rata, such that the aggregate of the Total Commitments under this Agreement is equal to an amount equal to 72 per cent. of the aggregate of the principal of the Underlying Notes (i) held by the Borrower; and (ii) to be held by the Borrower once subscribed for using the proceeds of such Utilisation, in each case pursuant to the Underlying Finance Documents.

5.Utilisation of Loans

5.1 Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the Facility Agent may agree).

5.2 Completion of a Utilisation Request

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

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

(ii)the currency and amount of the Utilisation comply with clause

5.3 (Borrower, Currency and Amount);

(iii)the proposed Interest Period complies with clause 12.1 (Interest Periods); and

(iv)the payment instructions for the proceeds of that Utilisation are specified.

(b)Unless otherwise agreed by the Facility Agent and save for a Utilisation Request in respect of Utilisations to be made on the First Utilisation Date, only one Utilisation may be requested in each Utilisation Request.

5.3 Borrower, Currency and Amount

(a)The currency specified in a Utilisation Request must be euros.

(b)Unless otherwise agreed by the Facility Agent, the amount of the proposed Utilisation must be:

(i)a pro rata amount of the aggregate drawings proposed to be made under this Agreement and the Sister Facility Agreement for that Utilisation Date, by reference to the proportion of the aggregate of the Total Commitments and the Sister Facility Total Commitments represented by the Total Commitments; and

(ii)a minimum amount of €450,000 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 (in each case in relation to the relevant Facility) immediately prior to making the Loan.

5.5 Pre-Funding

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(a)Notwithstanding anything to the contrary in any Finance Document, the Borrower may require by way of notice to the Facility Agent (the Pre- Funding Notice), at its sole and absolute discretion, Lenders to pre-fund a Loan to the Borrower such that the proceeds of the Loans are funded to an account (subject to Transaction Security) of the Borrower (or to any applicable escrow account designated by the Borrower, such escrow account agreement subject to approval by the Agent (acting on the instructions of the Majority ▇▇▇▇▇▇▇, acting reasonably)) up to two Business Days prior to the Proposed Underlying Issue Date by way of a Pre-Funding Loan provided that:

(i)all applicable conditions in clause 4.1 (Initial Conditions Precedent) and clause 4.2 (Additional Conditions Precedent) (in each case other than those conditions which cannot be satisfied at that time) shall be satisfied on or prior to the Pre-Funding Date of such Pre-Funding Loan; and

(ii)the Borrower has delivered evidence (by way of SWIFT or otherwise) to the Facility Agent of transfer(s) of monies equal to or greater than the amount required by the Borrower to fund pursuant to the Underlying Notes on the Proposed Underlying Issue Date less the aggregate amount of the Pre-Funding Loans requested by the Borrower.

(b)If a Pre-Funding Loan has been made:

(i)the Borrower shall notify the Facility Agent promptly upon the occurrence of the Underlying Issue Date and satisfaction of all applicable conditions under clause 4.1 (Initial Conditions Precedent) and clause 4.2 (Additional Conditions Precedent) (and, upon receipt of such notification, the Facility Agent shall promptly notify the Lenders of the same); and

(ii)if the Underlying Issue Date has not occurred (or all applicable conditions under clause 4.1 (Initial Conditions Precedent) and clause

4.2 (Additional Conditions Precedent) have not been satisfied) by

11.59 p.m. on or before the date falling two Business Days after the Proposed Underlying Issue Date (or any other date agreed to between the Borrower and the Lenders) (the Pre-Funding Longstop Date), then:

(A)on or before the Pre-Funding Longstop Date, the Borrower shall repay or procure the repayment of the Pre-Funding Repayment Amount (and, for the avoidance of doubt, no prior notice shall be required to be given in respect of such repayment); and

(B)any Agent Withheld Amounts and/or Lender Withheld Amounts shall be deemed to be applied in repayment of the aggregate outstanding principal amount of the relevant Pre- Funding Loans at the same time as any repayment is made pursuant to sub-paragraph (A) above such that repayment of the Pre-Funding Repayment Amount shall be deemed to repay the aggregate outstanding principal amount of the Pre- Funding Loans in full (and the Facility Agent shall be entitled to apply any Agent Withheld Amounts, and the Lenders shall be entitled to apply any Lender Withheld Amounts, in each case in accordance with this sub-paragraph (B), notwithstanding paragraph (c) below), and the Borrower shall be under no further liability or obligation with respect to the relevant Pre-Funding Loans or the Pre-Funding Repayment Amount.

(c)Until the First Utilisation Date has occurred, the Facility Agent shall not disburse any Agent Withheld Amounts, and no Lender shall disburse any Lender Withheld Amounts, to any Finance Party for whose account such amounts have been withheld

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in accordance with the relevant Utilisation Request, and the Facility Agent shall retain and not disburse to any person any Agent Withheld Amounts, and each Lender shall retain and not disburse to any person any Lender Withheld Amounts, held by the Facility Agent or that Lender (as applicable) for its own account in accordance with the relevant Utilisation Request. Following the occurrence of the First Utilisation Date:

(i)the Facility Agent shall be entitled to disburse any Agent Withheld Amounts to each Finance Party for whose account such amounts have been withheld in accordance with the relevant Utilisation Request and any Agent Withheld Amounts held by the Facility Agent for its own account shall be deemed released and applied for the purposes specified in the relevant Utilisation Request; and

(ii)each Lender shall be entitled to disburse any Lender Withheld Amounts to each Finance Party for whose account such amounts have been withheld in accordance with the relevant Utilisation Request and any Lender Withheld Amounts held by a Lender for its own account shall be deemed released and applied for the purposes specified in the relevant Utilisation Request,

and the Finance Parties acknowledge and agree that such disbursement in accordance with this paragraph (c) constitutes payment of any relevant fees and other amounts on the relevant Utilisation Date, notwithstanding that such amounts may only be received by the relevant Finance Parties after such date.

(d)If a Pre-Funding Loan has been made, this shall not constitute the occurrence of the Utilisation Date with respect to such Pre-Funding Loan, and instead the Utilisation Date shall be deemed to occur on the Underlying Issue Date. No interest, arrangement fees, underwriting fees, upfront fees, closing payments or other fees, costs or expenses (including Break Costs) shall be payable relating to any Pre-Funding Loans if the Underlying Issue Date does not occur, and (subject to paragraph (e) below), the commitment fee (as set out in paragraph (a) of clause 13.1 (Commitment Fee)) shall apply as if the relevant Pre-Funding Loan had not been made.

(e)If a Pre-Funding Loan has been made and the Underlying Issue Date occurs, interest shall accrue on such Pre-Funding Loan from the relevant Pre-Funding Date and the commitment fee (as set out in paragraph (a) of clause 13.1 (Commitment Fee)) shall be calculated as if the Utilisation Date with respect to such Pre-Funding Loan had been that Pre-Funding Date.

(f)Notwithstanding anything to the contrary in this Agreement or any other Finance Document, nothing in this Agreement shall restrict the Borrower from:

(i)declaring, making or paying any dividend, charge, fee or other distribution (or cash interest on any unpaid dividend, fee or distribution) on or in respect of its share capital (or any class thereof);

(ii)repaying or distributing any dividend or share premium reserve;

(iii)making payments of any kind in respect of any Financial Indebtedness which is subordinated to the Facility pursuant to the terms of this Agreement;

(iv)paying or allowing the Borrower to pay any management, advisory or other similar fee to any of the direct or indirect shareholders of the Borrower (excluding any such amount paid under or pursuant to a Finance Document);

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(v)redeeming, repurchasing, defeasing, retiring or repaying any of its share capital; or

(vi)acquiring for consideration any warrants issued by it,

in each case, following a repayment of Pre-Funding Loans in full in accordance with this clause 5.5, provided that the Underlying Issue Date has not occurred and no Loans are outstanding at such time (an Equity Withdrawal), and, for the avoidance of doubt, an Equity Withdrawal shall not constitute a breach of any provision of the Finance Documents.

(g)Notwithstanding anything to the contrary in any Finance Document, if any part of any Pre-Funding Loan is repaid prior to the Underlying Issue Date in accordance with this clause 5.5:

(i)no Lender's Commitment shall be reduced or cancelled by the amount repaid; and

(ii)each Lender's Commitment shall remain available for borrowing and/or reborrowing, as applicable, on one or more occasions in accordance with the terms of this Agreement.

6.Repayment

6.1 Repayment of Loans

The Borrower shall repay, or procure the repayment of the Loans in full on the relevant Maturity Date (to the extent not repaid or prepaid prior to such date).

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6.2 Extension option

(a)Subject to paragraph (c) below, the Borrower may, by notice to the Facility Agent of not less than thirty (30) Business Days' prior to:

(i)the first anniversary of the date of first Utilisation, request an extension to the Maturity Date to the First Extended Maturity Date (the First Extension Option); and

(ii)the second anniversary of the date of first Utilisation, provided that the First Extension Option was exercised, request an extension to the Maturity Date to the Second Extended Maturity Date.

(b)The Original Maturity Date shall be deemed to be extended to the First Extended Maturity Date provided that:

(i)within 15 Business Days (or any period date agreed between the Borrower and the Majority Lenders) of the requested extension, the Majority Lenders have confirmed to the Facility Agent that the Maturity Date may be extended to the First Extended Maturity Date;

(ii)prior to the Original Maturity Date, the Borrower pays to the Facility Agent on account of the Lenders an extension fee in amount equal to

0.15 per cent of the principal amount of the Loans on immediately prior to the Original Maturity Date; and

(iii)the Back-Lever LTV does not exceed 62.0 per cent. on the Original Maturity Date.

(c)The First Extended Maturity Date shall be deemed to be extended to the Second Extended Maturity Date provided that:

(i)within 15 Business Days (or any other period agreed between the Borrower and the Majority Lenders) of the requested extension, the Majority Lenders have confirmed to the Facility Agent that the First Maturity Date may be extended to the Second Extended Maturity Date;

(ii)prior to the First Extended Maturity Date, the Borrower pays to the Facility Agent on account of the Lenders an extension fee in amount equal to 0.15 per cent of the principal amount of the Loans on immediately prior to the First Extended Maturity Date; and

(iii)the Back-Lever LTV does not exceed 52.0 per cent. on the First Extended Maturity Date.

7.Prepayment

7.1 Voluntary Prepayments

The Borrower may prepay or procure the prepayment of a Utilisation or any part thereof without penalty (subject to payment of Break Costs (if any) if such Utilisation is not prepaid on the last day of an Interest Period) at any time provided that:

(a)the Facility Agent has received not less than one Business Day's prior written notice (or such shorter period as the Majority Lenders may agree) from the Borrower of the proposed date and amount of the prepayment; and

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(b)any partial prepayment of a Utilisation will be in a minimum amount of €225,000 (or its currency equivalent) or, in any case, if less, the outstanding amount of the Utilisation.

7.2 Mandatory Prepayment on Change of Control

(a)If a Change of Control occurs, then the Borrower shall promptly notify the Facility Agent upon becoming aware of that event and each Lender shall be entitled to require, by written notice to the Borrower received not later than the date that is 30 days after the date on which the Facility Agent was notified that such event has occurred or will occur, that:

(i)all amounts payable under the Finance Documents by the Borrower to that Lender will become due and payable and the Borrower will, within 15 Business Days of receipt of such notice, prepay or procure the prepayment of all Utilisations provided by that ▇▇▇▇▇▇; and

(ii)the undrawn Commitments of that Lender will be cancelled and such Lender shall have no obligation to participate in further Utilisations requested under this Agreement.

(b)For the purposes of this Agreement:

(i)a Change of Control shall occur if, at any time:

(A)the Equity Investors cease to indirectly own 100 per cent. of the issued share capital of the Borrower;

(B)the Equity Investors cease to indirectly own issued share capital having the right to cast 100 per cent. of the votes capable of being cast in general meetings of the Borrower;

(C)the Equity Investors cease to have the ability to determine the composition of the majority of the board of managers or equivalent body of the Borrower; or

(D)the Parent ceases to directly own the entire issued share capital of the Borrower;

(ii)Equity Investors means Ares Strategic Income Fund, Ares Infrastructure Debt Fund VI and any other fund managed or advised by the Sponsor or a Sponsor Affiliate which (upon becoming an Equity Investor for the purposes of this Agreement) has assets under management of at least USD 4 billion; and

(iii)Sponsor Affiliates (for purposes of paragraph (b) above only) are, in relation to the Sponsor, any of its holding companies or subsidiaries or any other subsidiary of any of its holding companies and any fund, partnership and/or other entities represented, managed, advised, owned or controlled by the Sponsor or any of its Sponsor Affiliates and any Sponsor Affiliate of any such fund, partnership or entity but does not include any portfolio company of the Sponsor or of any affiliate of the Sponsor.

7.3 Mandatory Prepayment: ENI Group Spread Trigger

(a)If an ENI Group Spread Trigger Event has occurred, by no later than the date falling 25 Business Days (or, if the Borrower provides reasonable evidence that a capital call has been made to its Equity Investors, 35 Business Days) thereafter

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(provided that, unless the Borrower has elected to deposit amounts in the Cash Collateral Account, if there are any amounts standing to the credit of the Collection Account, such amounts shall be applied in accordance with this paragraph within 5 Business Days thereafter), the Borrower shall procure that the Facility is prepaid in an amount necessary to ensure that, pro forma for such prepayment (including any cash sweep), Back-Lever LTV does not exceed 62.0 per cent. (or, from the date falling 6 years after the First Utilisation Date, 52.0 per cent.) (the LTV Amount), provided that no prepayment shall be required if, at the Borrower's election (acting in its sole discretion), it procures that by no later than the date a prepayment would have been required, an amount equal to the LTV Amount is standing to the credit of the Cash Collateral Account.

(b)The Borrower shall, by no later than the date falling 25 Business Days (or, if the Borrower provides reasonable evidence that a capital call has been made to its Equity Investors, 35 Business Days) of the date on which a Compliance Certificate was required to be delivered to the Facility Agent in respect of an Accounting Date pursuant to clause 16.4 (Compliance Certificate) on which an ENI Group Spread Trigger Event is continuing (provided that, in any event, if there is any amount standing to the credit of its Collection Account, such amounts shall be applied in accordance with this paragraph within 5 Business Days thereafter), procure that the Facility is prepaid in an amount by which (a) the amount necessary to ensure that, pro forma for such prepayment (including any cash sweep), Back-Lever Ratio does not exceed the Required Ratio as at that most recent Accounting Date (on the basis that the ENI Group Spread Trigger Event was continuing on such Accounting Date) (the ENI Group Spread Leverage Amount) exceeds (b) the applicable LTV Amount. If, at any time thereafter, the relevant ENI Group Spread Trigger Event ceases to be continuing, the obligation to maintain the LTV Amount in the Cash Collateral Account (and, for the avoidance of doubt, any obligation to make a mandatory prepayment in connection with that ENI Group Spread Trigger Event) shall cease and the Borrower shall be free to withdraw the LTV Amount from the Cash Collateral Account and apply it for any purpose not otherwise prohibited by the Finance Documents.

(c)Notwithstanding the above paragraphs, no mandatory prepayment shall apply in respect of an ENI Group Spread Trigger Event if, at the time an ENI Group Spread Trigger Event occurs, the Back-Lever Ratio does not exceed the Required Ratio as at the most recent Accounting Date (on the basis that the ENI Group Spread Trigger Event was continuing on such Accounting Date) and Back-Lever LTV is equal to or lower than 62.0 per cent.

7.4 Mandatory Prepayment: Back-Lever Ratio

(a)If, on any Accounting Date (beginning with the Accounting Date which occurs at the end of the first complete Financial Half-Year occurring after the First Utilisation Date), the Back-Lever Ratio in respect of the Measurement Period ending on that Accounting Date exceeds the applicable ratio specified opposite that Accounting Date in Column 2 below (the Required Ratio), the Borrower shall within 25 Business Days (or, in the event that the Borrower has provided reasonable evidence a capital call has been made to its Equity Investors, 35 Business Days) of the date on which a Compliance Certificate was required to be delivered to the Facility Agent in respect of that Accounting Date pursuant to clause 16.4 (Compliance Certificate) provided that, in any event, if there is any cash of the Borrower standing to the credit of its accounts, such amounts shall be applied in accordance with this paragraph within 5 Business Days after delivery of the compliance certificate for the relevant Accounting Date), procure

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prepayment of the outstanding Loans in an amount necessary to ensure that Back-Lever Ratio as at that Accounting Date, when tested pro forma for such prepayment, does not exceed that Required Ratio set out below:


Column 1 (Measurement Period ending on:)			Column 2 (Required Ratio)
Any Accounting Date falling on or before the third anniversary of the First Utilisation Date			6.50:1 (or, if the ENI Group Spread Trigger Event has occurred and is continuing as at the relevant Accounting Date, 5.75:1)
Any Accounting Date falling after the third anniversary of the First Utilisation Date but on or before the fourth anniversary of the First Utilisation Date			5.75:1 (or, if the ENI Group Spread Trigger Event has occurred and is continuing as at the relevant Accounting Date, 5.00:1)
Any Accounting Date falling after the fourth anniversary of the First Utilisation Date but on or before the fifth anniversary of the First Utilisation Date			5.25:1 (or, if the ENI Group Spread Trigger Event has occurred and is continuing as at the relevant Accounting Date, 4.00:1)
Any Accounting Date falling after the fifth anniversary of the First Utilisation Date but on or before the sixth anniversary of the First Utilisation Date			4.70:1 (or, if the ENI Group Spread Trigger Event has occurred and is continuing as at the relevant Accounting Date, 3.50:1)
Any Accounting Date falling after the sixth anniversary of the First Utilisation Date			3.45:1 (or, if the ENI Group Spread Trigger Event has occurred and is continuing as at the relevant Accounting Date, 3.00:1)

(b)Determination of whether this mandatory prepayment is applicable will be tested by reference to the compliance certificate delivered for the relevant Accounting Date.

7.5 Mandatory prepayment: Permitted Sale

If a Permitted Sale occurs, the Borrower shall, within 10 Business Days of receipt of the proceeds of that Permitted Sale, procure prepayment of the outstanding Loans in an amount equal to the Corresponding Portion of that Permitted Sale.

7.6 Mandatory prepayment: Underlying Redemption

(a)If an Underlying Redemption is received by the Borrower, the Borrower shall, within 10 Business Days of receipt of the proceeds of that Underlying Redemption, procure prepayment of the outstanding Loans in an amount equal to the Underlying Redemption Amount for that Underlying Redemption.

(b)If an Exit Event (as that term is defined in the Underlying Notes) occurs and as a result the Borrower has the right to require redemption or repurchase of all of the principal amount outstanding of the Underlying Notes which it holds, the

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Borrower shall exercise its rights to require such redemption or repurchase in accordance with condition 5.1 (Exit) of the Underlying Notes unless otherwise consented to by the Agent (acting on the instructions of the Majority Lenders, acting reasonably).

7.7 Mandatory Prepayment: Sister Financing Event of Default

If a Sister Financing Event of Default has occurred and an acceleration notice has been submitted pursuant to the terms of the Sister Facility Agreement, then the Borrower shall promptly notify the Facility Agent upon becoming aware of that event and each Lender shall be entitled to require, by written notice to the Borrower received not later than the date that is 30 days after the date on which the Facility Agent was notified that such event has occurred, that:

(a)all amounts payable under the Finance Documents by the Borrower to that Lender will become due and payable and the Borrower will within 15 Business Days prepay or procure the prepayment of all Utilisations provided by that ▇▇▇▇▇▇; and

(b)the undrawn Commitments of that Lender will be cancelled and such Lender shall have no obligation to participate in further Utilisations requested under this Agreement,

provided that, if there is no longer a Sister Financing Event of Default on or before the date of mandatory payment specified above, then no such mandatory prepayment will be required pursuant to the terms of this Agreement.

7.8 Prepayments: Order of Application

(a)Any amount to be applied in prepayment of the Loans pursuant to this clause 7, shall be applied:

(i)firstly, in or towards prepayment of any PIK Interest Amount of the Loans outstanding at that time; and

(ii)secondly, in or towards prepayment of the Loans outstanding at that time,

in each case on a pro rata basis.

(b)Where any prepayment is applied, following such application, the Facility Agent shall, if so requested by the Borrower, notify the Borrower of all outstanding Loans under this Agreement (as adjusted) as soon as reasonably practicable following receipt of such prepayment.

(c)Notwithstanding anything to the contrary in any Finance Document (including this clause 7), any amount required to be applied in prepayment of the Facility may, at the option of the Borrower, be applied between the Facility and all or any part of any Additional Facility that is a term facility, provided that the amount applied against the Facility may not in aggregate be less than a pro rata share of the relevant prepayment amount (with such pro rata entitlement to be calculated on the basis of the aggregate outstanding principal amount of Loans compared to the aggregate outstanding principal amount of the Facility at the relevant time).

(d)Any application made in accordance with this paragraph (c) will satisfy in full all applicable prepayment obligations contemplated by this clause 7.

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7.9 Prepayments during Interest Periods

Any prepayment required to be made pursuant to clause 7.6 (Mandatory prepayment: Underlying Redemption) on a day which is not the last day of an Interest Period relating to the Utilisation to be prepaid may instead be applied in prepayment of that Utilisation on the last day of the current Interest Period relating to that Utilisation.

7.10 Miscellaneous

(a)No prepayment of a Loan may be made except at the times and in the manner expressly provided by this Agreement.

(b)Subject to clause 12.5 (Payment of Interest), any repayment or prepayment must be accompanied by accrued interest on the amount repaid or prepaid and any other sum then due with respect to that prepayment under this Agreement provided that, if the Facility Agent has not notified the Borrower in writing of the amount of accrued interest to be paid in respect of the relevant prepayment (the Prepayment Interest) at least one Business Day prior to the date of prepayment, then the Prepayment Interest shall be payable on the date falling one Business Day from the date on which the Facility Agent notifies the If a Change of Control occurs, then the Borrower shall promptly notify the Facility Agent upon becoming aware of that event and each Lender shall be entitled to require, by wBorrower in writing of the Prepayment Interest.

(c)No amount of any Loan repaid or prepaid may be redrawn.

(d)In the event that the Borrower delivers a conditional notice of prepayment under this clause 7, the Borrower shall be liable for Break Costs in the event it does not make the relevant prepayment on the date specified.

(e)(i) In relation to any prepayment to be made under this Agreement, the Borrower may, by giving notice to the Facility Agent prior to the date of the relevant prepayment, provide one or more Lenders in relation to the Loan(s) the subject of that prepayment with the option to waive its right to prepayment (if specified by the Borrower, in whole or in part) in respect of its participation in the relevant Loan(s). In order to accept any such option to waive its right of prepayment the relevant Lender must notify the Facility Agent and the Borrower in writing no later than the date falling two Business Days (or such shorter period as the Borrower may agree) prior to the date on which that prepayment is to be made. For the avoidance of doubt no Lender is obliged to accept any such option to waive its right of prepayment. In the event that a Lender accepts an option to waive its right of any prepayment, the relevant amount shall be applied in accordance with paragraph (ii) below.

(ii)If a Lender waives a right of prepayment in accordance with paragraph (i) above, the relevant prepayment amount which has been waived shall be applied (in whole or in part), at the option of the Borrower, in or towards prepayment of any of the Loans (or parts thereof) and/or be retained by the Borrower (and be available for use by the Borrower for any purpose not prohibited by this Agreement), in each case as specified by the Borrower.

(iii)For the avoidance of doubt:

(A)no provision of any Finance Document shall be construed to prohibit any application made in accordance with paragraph (ii) above;

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(B)notwithstanding anything to the contrary, in the event that any amount is retained by the Borrower (including where used by the Borrower for any purpose not prohibited by this Agreement) in accordance with paragraph (ii) above, that retention shall reduce the amount required to be applied in prepayment of the Facility pursuant to any relevant term of this Agreement giving rise to the relevant prepayment obligation; and

(C)this paragraph (e) is without prejudice to the ability of the Borrower to agree any waiver pursuant to or in accordance with any other provision of any Finance Document.

7.11 Definitions

In this Agreement:

Accounting Date has the same meaning given to that term in the Underlying Subscription Agreement;

Back-Lever Ratio means, by reference to the most recent Compliance Certificate delivered to the Facility Agent pursuant to this Agreement, the aggregate of Opco Leverage Ratio and Holdco Back-Leverage Ratio;

Back-Lever LTV means the ratio, expressed as a percentage, of:

(a)the principal amount outstanding of the Loans less the aggregate amount of Cash (including, but not limited to, those amounts standing to the credit of the Accounts) held by the Borrower and Cash Equivalent Investments of the Borrower; to

(b)the principal amount outstanding of the Borrower's participation in the Underlying Notes (including, but not limited to, any fees and interest that have been capitalised thereto);

Borrowings shall have the same meaning given to that term in the Underlying Notes;

Corresponding Portion means, at the relevant time and calculated as a percentage, the outstanding Loans at that time as a pro rata portion of the principal amount outstanding of the Borrower's participation in the Underlying Notes which has been disposed or repaid (as applicable) including (but not limited to) any fees and interest that have been capitalised thereto;

ENI Group Spread means, on any date, the prevailing zero volatility spread for any benchmark international bond (as set out on the YAS Bloomberg screen or any replacement screen agreed between the Borrower and the Agent by Bloomberg) which:

(a)is issued by ENI SPA or one of its Subsidiaries with a guarantee from ENI SPA;

(b)is denominated in euros;

(c)is governed by English law and is cleared in an international clearing system;

(d)has a minimum issuance of EUR 500,000,000;

(e)has a scheduled maturity date on or about five years after such date; and

(f)is a senior unsecured obligation;

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An ENI Group Spread Trigger Event shall be deemed to have occurred on any date on which ENI Group Spread has been in excess of 350 bps for a period of 20 consecutive Business Days and shall cease to be continuing if, at any time following the occurrence of an ENI Group Spread Trigger Event, the ENI Group Spread is equal to or less than 350 bps for a period of 20 consecutive Business Days or more;

Financial Half-Year has the same meaning given to that term in the Underlying Subscription Agreement;

Holdco Back-Leverage Ratio means the ratio of Holdco Total Net Debt on the last day of any Measurement Period to Look Through Consolidated EBITDA for that Measurement Period;

Holdco Debt means Borrowings of the Underlying Issuer that constitute "Senior Lender Liabilities" (as defined in the Underlying Intercreditor Agreement);

Holdco Total Net Debt means, at any time:

(a)the aggregate amount of all Holdco Debt, multiplied by the Back-Lever LTV; less

(b)the aggregate amount of:

(i)Cash and Cash Equivalent Investments (each as defined under the Underlying Notes) of the Underlying Issuer and its Subsidiaries, multiplied by the Back-Lever LTV; and

(ii)Cash (including, but not limited to, those amounts standing to the credit of the Accounts) held by the Borrower and Cash Equivalent Investments of the Borrower;

Look Through Consolidated EBITDA means, in respect of any Measurement Period, Opco Consolidated EBITDA for that Measurement Period multiplied by the Look Through Percentage;

Look Through Percentage means the direct or indirect percentage shareholding of the Underlying Issuer in the Underlying Target;

Measurement Period has the same meaning given to that term in the Underlying Notes;

Opco Consolidated EBITDA means, in respect of any Measurement Period, "Consolidated EBITDA" as defined and calculated under the Underlying Finance Documents;

Opco Leverage Ratio means the ratio of Opco Total Net Debt on the last day of any Measurement Period to Opco Consolidated EBITDA for that Measurement Period;

Opco Total Net Debt means, at any time, "Total Net Debt" of the Underlying Target Group as defined and calculated under the Underlying Finance Documents;

Permitted Sale means any disposal by the Borrower of its rights and obligations in respect of the Underlying Notes that is made in accordance with the terms of the Underlying Subscription Agreement and in an amount not less than 10% of the Borrower's participation in the Underlying Notes as at the Underlying Issue Date; and

Underlying Redemption means any voluntary or mandatory redemption of the principal amount of the Underlying Notes (in whole or in part) received in euros in cleared funds by the Borrower; and

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Underlying Redemption Amount means, in respect of an Underlying Redemption, either:

(a)subject to paragraph (b) below, an amount equal to the Corresponding Portion of the amount of that Underlying Redemption received by the Borrower; or

(b)if (on the date on which the Underlying Redemption is received) a Underlying Distribution Block has occurred and is continuing in accordance with the terms of the Underlying Subscription Agreement, an amount equal to 100% of the amount of the Underlying Redemption received by the Borrower.

8.Cancellation

8.1 Mandatory Cancellation

At the close of business on the last Business Day of the Availability Period any portion of the Commitments in relation to the Facility remaining undrawn will be cancelled.

8.2 Voluntary Cancellation

(a)Subject to paragraph (b) below, the Borrower may, by giving not less than three Business Days written notice to the Facility Agent (or such shorter period as the Majority Lenders may agree), cancel the whole or any part of the Available Facility. Subject to any provision of the Finance Documents which provides otherwise, any such cancellation shall reduce each Lender's Commitment with respect to the Available Facility on a pro rata basis.

(b)Any voluntary cancellation of the Availability Facility will be in a minimum amount of €250,000 (or its currency equivalent) or, in any case, if less, the amount of the Available Facility immediately prior to such cancellation.

8.3 Miscellaneous

The Borrower may not cancel all or any part of the Facility except as expressly provided in this Agreement. Any notice of cancellation may be submitted on a conditional basis. No part of the Facility which has been cancelled shall be capable of being drawn.

9.Payments

9.1 By Lenders

(a)Subject to clause 9.9 (Impaired Agent), on each date on which a Utilisation or Pre-Funding Loan is to be made, each Lender shall make its share of that Utilisation or Pre-Funding Loan available to the Facility Agent in the place for payment to the Borrower by payment in the currency of that Utilisation or Pre- Funding Loan and in immediately available cleared funds to such account as the Facility Agent shall specify.

(b)The Facility Agent shall make the amounts so made available to it available to the Borrower before close of business in the place of payment on that date by payment in the same currency and funds as received by the Facility Agent to such account as shall have been specified in the Utilisation Request requesting that Utilisation or Pre-Funding Notice requesting that Pre-Funding Loan. If any Lender makes its share of any Utilisation or Pre-Funding Loan available to the Facility Agent later than required by paragraph (a) above, the Facility Agent shall make that share available to the Borrower as soon as practicable after receipt of such funds.

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9.2 By the Borrower

(a)Subject to clause 9.9 (Impaired Agent) below, on each date on which any sum is due from the Borrower under this Agreement, it shall make that sum available to the Facility Agent in the place for payment by payment in the currency in which that sum is due and in immediately available cleared funds to such account as the Facility Agent shall specify by not less than five Business Days' notice in advance of the due date, provided that the place for payment and the account:

(i)shall be in a financial centre which is not in a Non-Cooperative Jurisdiction; and

(ii)shall not be to a Sanctioned Finance Party or otherwise result in a breach of any Sanctions.

(b)The Facility Agent shall make available to each Finance Party before close of business in that place on that date its pro rata share (if any) of any sum so made available to the Facility Agent in the same currency and funds as received by the Facility Agent to such account of that Finance Party with such bank in that place as it shall have specified to the Facility Agent, provided that the place for payment and the account:

(i)shall be in a financial centre which is not in a Non-Cooperative Jurisdiction; and

(ii)shall not be to a Sanctioned Finance Party or otherwise result in a breach of any Sanctions.

If any sum is made available to the Facility Agent later than required by paragraph (a) above, the Facility Agent shall make each Finance Party's share (if any) available to it as soon as practicable after receipt of such funds.

9.3 Distributions

Subject to clause 19.15 (Certain Funds), the Facility Agent may (with the consent of the Borrower or in accordance with clause 25 (Set-Off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

9.4 Partial Payments

(a)If the Facility Agent receives a payment for application against amounts due in respect of any Finance Document that is insufficient to discharge all the amounts then due and payable by the Borrower under those Finance Documents, the Facility Agent shall (taking into account any restriction on payments provided for in clause 31 (Debt Purchases)) apply that payment towards the obligations of the Borrower under those Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, any Arranger and the Security Agent under those Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee (not referred to in sub-paragraph (i) above) or commission due but unpaid under this Agreement;

(iii)thirdly, in or towards payment pro rata any principal outstandings due but unpaid under this Agreement; and

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(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

9.5 No Set-Off by the Borrower

Subject to paragraph (b) of clause 10.5 (Tax Credits), all payments to be made by the Borrower under the Finance Documents shall be made without (and free and clear of any deduction for) set-off or counterclaim (provided that nothing in the Finance Documents shall prevent, or shall be construed so as to prevent, the Borrower setting- off any amount or payment due from a Defaulting Lender against any amount or payment owed by the Borrower and provided further that in the event of any such set- off by the Borrower, for the purposes of the Finance Documents (including, without limitation, clause 9.4 (Partial Payments)), the Facility Agent or, as the case may be, the Security Agent shall treat such set-off as reducing only amounts due to the relevant Defaulting Lender).

9.6 Currency of Account

(a)Subject to paragraphs (b) to (e) below, euro is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b)A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

9.7 Non-Business Days

(a)The duration of an Interest Period shall not be changed after midday (London time) on the Quotation Day for that Interest Period unless it later becomes apparent to the Facility Agent that the day on which that Interest Period would otherwise end is not a Business Day. In that event, that Interest Period shall instead end on the Business Day succeeding that day unless such Business Day shall fall in the next succeeding calendar month, in which case such Interest Period shall instead end on the Business Day preceding that day (such determination to be notified by the Facility Agent to the Borrower and the Lenders).

(b)If the Maturity Date would otherwise fall on a day which is not a Business Day shall be adjusted on the same basis so as to fall on a Business Day which is the last day of an Interest Period.

(c)Any payment to be made by any Transaction Obligor on a day which is not the last day of an Interest Period or the Maturity Date and which would otherwise be

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due on a day which is not a Business Day shall instead be due on the next Business Day.

(d)During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal at the rate payable on the original due date.

9.8 Change in Currency

(a)Unless otherwise prohibited by law, if a single currency or currency unit becomes the lawful currency of two or more countries or any change occurs in a currency or currency unit of any country or if more than one currency or currency unit is at the same time recognised by the central bank of any relevant country as the lawful currency of such 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 designated by the Facility Agent after consultation with the Borrower; and

(ii)any translation from one of such country's currencies or currency units to another shall be at the official rate of exchange recognised by that central bank for the conversion of such currencies or currency unit into the other, rounded up or down to the nearest whole unit of such other currency.

(b)If a change in any currency of any relevant country occurs (including in consequence of European Monetary Union) after the date of this Agreement, this Agreement will be amended to the extent to which the Facility Agent, in good faith and after consultation with the Borrower, determines to be necessary to reflect the change in currency or any financial market practices relating to dealing in the new currency and to put the Lenders and the Borrower in the same position, so far as is possible, that they would have been in if no change in currency had occurred.

9.9 Impaired Agent

Notwithstanding any other provision of this clause 9, in the event that the Facility Agent is an Impaired Agent, on each date on which any sum is due from a Party under the Finance Documents, that Party may pay that sum direct to the relevant Party (or to such other person or account as the relevant Party may direct). Any sum paid by a Party in accordance with this clause 9.9 shall be a good discharge of the relevant payment obligation of that Party. The Facility Agent shall provide to each Party all information and other details reasonably requested by that Party in order to facilitate payment of any amount pursuant to this clause 9.9.

9.10 Sanctioned Finance Party

Notwithstanding anything to the contrary in the Finance Documents, no Party shall be required to (and no Finance Party will) make any payment under or in connection with any Finance Document to a Sanctioned Finance Party or in breach of any Sanctions (as determined by the Borrower in good faith).

9.11 Clawback and pre-funding

(a)Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility 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)If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility 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 Facility Agent shall on demand refund the same to the Facility Agent together with any interest on that amount from the date of payment to the date of receipt by the Facility Agent which was received by that Party.

10.Taxes

10.1 Tax Definitions

In this Agreement:

Domestic Lender means, in relation to the Borrower, a Lender that is lending through a Facility Office in, and is resident for tax purposes in (or acting through a permanent establishment in), the jurisdiction of incorporation of the Borrower (the Relevant Tax Jurisdiction), provided that interest payments received (or, as the case may be, receivable) through such Facility Office are included within the taxable profits of that Facility Office for the purpose of calculating that ▇▇▇▇▇▇'s taxable income in such jurisdiction and is therefore exempt from any Tax Deduction on interest and other proceeds payable by the Borrower in that Relevant Tax Jurisdiction (including, for the avoidance of doubts, a permanent establishment of a Lender in the Relevant Tax Jurisdiction);

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, in relation to the Borrower, a Lender:

(a)that is a Domestic Lender and to which, lending through its Facility Office in the Relevant Tax Jurisdiction, any payment made under the Finance Documents can be made without a Tax Deduction being imposed;

(b)that is a Treaty Lender;

(c)to which, lending through its Facility Office, all payments of interest and other amounts under or pursuant to the Finance Documents (including all payments of interest on the Facility and, in each case, whether direct or indirect) can be made without a Tax Deduction being imposed; or

(d)which the Borrower has confirmed in writing to the Facility Agent is to be treated as a Qualifying Lender (subject to any conditions or other matters set out in such confirmation),

provided that, in each case, such ▇▇▇▇▇▇ has completed and complied with (and continues to comply with) all procedural requirements required to be taken by that Lender in order to obtain the full benefit of all applicable Taxation treaties and legislation (and consequently has, and will continue to have, the full benefit of all such treaties and legislation) or otherwise to establish its status as a Qualifying Lender; and

provided further that, notwithstanding anything to the contrary, no Lender incorporated, domiciled, established, located, resident or acting through a Facility Office situated in, or obtaining or receiving payments of interest or other amounts under or pursuant to the Finance Documents through, a Non-Cooperative Jurisdiction shall be a Qualifying Lender;

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Tax Credit means a credit against, relief from, or rebate of, or repayment or remission of any Tax;

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document (including for this purpose any deduction or withholding tax for or on account of Tax which directly or indirectly relates to a payment made under the Facility);

Tax Payment means an increased payment made by the Borrower to a Finance Party under clause 10.3 (Tax Gross-Up) or a payment made under clause 10.4 (Tax Indemnity);

Treaty Lender means a Lender in respect of a Utilisation:

(a)which:

(i)is treated as resident (for the purposes of the appropriate double Taxation agreement) in a jurisdiction having a double Taxation agreement with the jurisdiction in which the Borrower is treated as being tax resident which makes provision for full exemption from Tax imposed by the jurisdiction in which the Borrower is treated as being tax resident on any payment under or pursuant to the Finance Documents (including all payments of interest on the Facility and, in each case, whether direct or indirect);

(ii)fulfils all conditions which must be fulfilled in order to benefit from such full exemption (whether required under the relevant double Taxation agreement or any relevant domestic law and including the completion of any necessary procedural formalities); and

(iii)is entitled to and has the benefit of such double Taxation agreement and consequently such full exemption; and

(b)which does not carry on business in the jurisdiction in which the Borrower is treated as being tax resident through a permanent establishment with which that ▇▇▇▇▇▇'s participation in that Utilisation is effectively connected.

10.2 Payments to be Free and Clear

The Borrower must make all payments to be made by it under the Finance Documents without any Tax Deduction, in each case unless a Tax Deduction is required by law.

10.3 Tax Gross-Up

(a)If the Borrower or a Finance Party becomes aware that the Borrower is required by law to make a Tax Deduction (or that there is a change in the rate or the basis of any Tax Deduction) it shall promptly notify the Facility Agent of such requirement or change. If the Facility Agent receives such notification from a Finance Party or the Borrower it shall promptly notify the affected Parties.

(b)If a Lender is not, or ceases to be, a Qualifying Lender it shall promptly notify the Facility Agent. If the Facility Agent receives such notification from a Lender it shall promptly notify the Borrower. Without prejudice to the foregoing, each Lender shall promptly provide to the Facility Agent and the Borrower (if requested by the Facility Agent or the Borrower):

(i)a written confirmation that it is or, as the case may be, is not a Qualifying Lender; and

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(ii)such documents and other evidence as the Facility Agent and/or the Borrower may reasonably require to support any confirmation given pursuant to sub-paragraph (i) above.

Without prejudice to paragraph (b) of clause 10.5 (Tax Credits), until such time as a Lender has complied with any request pursuant to this paragraph (b) the Facility Agent and the Borrower shall be entitled to treat such Lender as not being a Qualifying Lender for all purposes under the Finance Documents.

(c)If the Borrower is required by law to make a Tax Deduction it shall make that Tax Deduction in the minimum amount required by law and shall make any payment required in connection with any Tax Deduction within the time period and in the amount required by law.

(d)If a Tax Deduction is required by law to be made by the Borrower the amount of the payment due from the Borrower shall be increased to an amount which ensures that, after the making of that Tax Deduction, each relevant Party receives on the due date a net sum equal to the amount of the payment which it would have received had no such Tax Deduction been required.

(e)Within 30 days after making any Tax Deduction or a payment which it is required to make in connection with any Tax Deduction, the Borrower making that Tax Deduction or payment shall deliver to the Facility Agent for the relevant Party entitled to the payment, an original receipt or certified copy thereof, or, if unavailable, evidence satisfactory to that Party (acting reasonably) that the Tax Deduction has been made and that any payment which is required in connection with any Tax Deduction has been made to the relevant Tax authority or other person.

(f)The Borrower is not required to make any increased payment under paragraph

(d) above if at the time that Tax Deduction is made:

(i)that Lender is not, or has ceased to be, a Qualifying Lender, unless that Lender has ceased to be a Qualifying Lender as a result of a change in any law or double Taxation agreement or any published practice or published concession of any relevant Tax authority binding on such Lender, in each case after the date on which it became a Lender under this Agreement (provided that, for the avoidance of doubt, the foregoing exclusion for changes arising after the date on which the relevant Lender became a Lender under this Agreement shall not apply to the extent any Tax Deduction is imposed due to a payment being made to an account opened or held with a person situated in a Non-Cooperative Jurisdiction);

(ii)the relevant Lender has not complied with its obligations under clause 10.6 (Filings) or clause 20.7 (Lender Confirmations) and the relevant payment under a Finance Document by the Borrower to that

Lender could have been made without a Tax Deduction had that Lender complied with those obligations;

(iii)such deduction or withholding is for or on account of any Tax imposed under or required by:

(A)Sections 1471 through 1474 of the US Internal Revenue Code or any associated regulations or other official guidance;

(B)any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement

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between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (A) above; or

(C)any agreement pursuant to the implementation of 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);

(iv)such deduction or withholding is for or on account of any Bank Levy (or is otherwise attributable to, or arises as a consequence of, a Bank Levy);

(v)such deduction or withholding is for or on account of any Excluded Tax Event (or is otherwise attributable to, or arises as a consequence of, an Excluded Tax Event) (other than (in any such case) as a direct result of the Borrower's actions relating to structuring its own tax or financing affairs), including any instance where, as a result of, or in connection with, an Excluded Tax Event, that Lender is not, or has ceased to be, a Qualifying Lender; or

(vi)it is as a consequence of a Finance Party being incorporated, domiciled, established, located, resident or acting through a Facility Office situated in a Non-Cooperative Jurisdiction.

(g)The Borrower is not required to make any payment or increased payment pursuant to this clause 10 or the other terms of the Finance Documents in respect of any Tax or other amount imposed to the extent arising as a consequence of a Finance Party being incorporated, domiciled, established, resident, located or acting through a Facility Office situated in a Non- Cooperative Jurisdiction.

(h)The Borrower shall be entitled to rely on any information, document or other evidence directly or indirectly provided to the Borrower by or on behalf of a Finance Party when determining whether a payment or an increased payment is required to be made pursuant to this clause 10.

10.4 Tax Indemnity

(a)Except as provided by paragraph (b) below, the Borrower shall, within ten Business Days of demand by the Facility Agent, pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines, acting reasonably and in good faith, has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of or in relation to a payment received or receivable from the Borrower under a Finance Document.

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

(A)that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes;

(B)that Finance Party's Facility Office or permanent establishment is located in respect of amounts received or receivable (but not any sum deemed to be received or receivable such as a Tax

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Deduction) in that jurisdiction (or in respect of amounts attributable or allocable to the Facility Office or permanent establishment); or

(C)the Borrower is incorporated or treated as resident for tax purposes,

if that Tax is imposed on or calculated by reference to the net income or gross receipts received or receivable or by reference to net worth or if that Tax is considered a franchise Tax (imposed in lieu of net income Tax) or a branch profits or similar Tax; or

(ii)if and to the extent that any such loss, liability or cost:

(A)is compensated for by an increased payment pursuant to

clause 10.3 (Tax Gross-Up) or would have been so compensated but was not (in full or in part) because of the exclusions applied in paragraph (f) or (g) of clause 10.3 (Tax Gross-Up);

(B)is suffered or incurred by a Finance Party and would not have been suffered or incurred if such Finance Party had been a Qualifying Lender in relation to the Borrower at the relevant time, unless that Finance Party was not a Qualifying Lender at the relevant time as a result of a change in any law or double Taxation agreement or any published practice or published concession of any relevant Tax authority of a jurisdiction with which such Finance Party has a connection, in each case after the date on which it became a Finance Party under this Agreement; or

(C)is suffered or incurred as a direct or indirect consequence of any Finance Party having the benefit of Security over or relating to real estate;

(D)is suffered or incurred by a Finance Party as a result of such Finance Party's failure to comply with its obligations under clause

10.6 (Filings) or clause 20.7 (Lender Confirmations);

(E)is suffered or incurred in respect of FATCA (or any payment attributable to, or liability arising as a consequence of, FATCA);

(F)is suffered or incurred in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

(G)is suffered or incurred in respect of any Excluded Tax Event (or any payment attributable to, or liability arising as a consequence of, an Excluded Tax Event), other than (in any such case) as a direct result of the Borrower's actions relating to structuring its own tax or financing affairs;

(H)is suffered or incurred as a consequence of a Finance Party being incorporated, domiciled, established, located, resident or acting through a Facility Office situated in a Non-Cooperative Jurisdiction;

(I)is compensated for by clause 10.7 (Stamp Taxes) or clause 10.8 (VAT) (or would have been so compensated for under that clause but was not so compensated solely because any of the exceptions set out therein applied); or

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(J)is suffered, incurred or increased as a direct or indirect consequence of any failure by a Finance Party to comply with paragraph (c) below.

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

(d)A Finance Party shall, on receiving a payment from the Borrower under paragraph (a) above, notify the Facility Agent.

10.5 Tax Credits

(a)If the Borrower makes a Tax Payment and the relevant Finance Party determines, acting reasonably and in good faith, that it has obtained and utilised on a standalone or an affiliated group basis a Tax Credit or other similar Tax benefit which is attributable to that Tax Payment (or an increased payment of which that Tax Payment forms part or to a Tax Deduction in consequence of which that Tax Payment was required), that Finance Party shall pay to the Borrower such amount as that Finance Party determines, acting reasonably and in good faith and providing such evidence to the Borrower in respect of such amounts as the Borrower may reasonably request in writing and the Finance Party can reasonably provide, will leave that Finance Party (after that payment) in the same after-Tax position as it would have been in if the Tax Payment had not been made by the Borrower.

(b)If:

(i)a Lender is not, or ceases to be, a Qualifying Lender, in the event that the Borrower makes any Tax Payment to such Lender (including, for the avoidance of doubt, by way of paying that Lender without a Tax Deduction when a Tax Deduction should have been made) prior to the date on which it is notified that such Lender is not, or has ceased to be, a Qualifying Lender in accordance with paragraph (b) of clause 10.3 (Tax Gross-Up); or

(ii)the Borrower otherwise makes any Tax Payment to a Lender which the Borrower was not required by the terms of this Agreement to pay to such Lender (including, for the avoidance of doubt, by way of paying that Lender without a Tax Deduction when a Tax Deduction should have been made),

(each a Relevant Tax Payment), that Lender shall immediately pay to the Borrower such amount as the Borrower determines, acting reasonably and in good faith, will leave the Borrower in the same position as it would have been in if all Relevant Tax Payments (other than any Relevant Tax Payment which the Borrower was required by the terms of this Agreement to pay to such Lender notwithstanding that it was not a Qualifying Lender) had not been made by the Borrower (including, where applicable, where the Relevant Tax Payment was caused by that ▇▇▇▇▇▇'s negligence, wilful misconduct or breach of any term of the Finance Documents, taking into account any interest and penalties). The Borrower shall be entitled to set-off any amount or payment due from a Lender pursuant to this paragraph (b) against any amount or payment owed by the Borrower (and, in the event of any such set-off by the Borrower , for the purposes of the Finance Documents (including, without limitation, clause 9.4 (Partial Payments)), the Facility Agent or, as the case may be, the Security Agent shall treat such set-off as reducing only amounts due to the relevant Lender).

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(c)The provisions of paragraphs (a) and (b) above shall remain binding on each person which has received a Tax Payment notwithstanding that such person may have ceased to be a party to this Agreement.

(d)Without prejudice to paragraphs (a), (b) and (c) above and subject to clause 10.6 (Filings), clause 11.3 (Mitigation) and clause 20.7 (Lender Confirmations), no provision of this Agreement will:

(i)interfere with the right of any Finance Party to arrange its Tax affairs in whatever manner it thinks fit;

(ii)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax; or

(iii)oblige any Finance Party to disclose any information relating to its Tax affairs or any computations in respect of Tax.

10.6 Filings

(a)Each Lender shall promptly after becoming a Lender under this Agreement (and before any payment of any interest or other amount is due or paid to or on behalf of that Lender under or pursuant to a Finance Document) and from time to time thereafter submit (and, where applicable, deliver to the Facility Agent and the Borrower) such forms and documents, complete such other procedural formalities, provide such information and take such other action as may be necessary (at any time), including, without limitation, under any applicable double Taxation agreement, for the Borrower to be eligible and, where applicable, to obtain and maintain authorisation, in each case, at all times, to make payment under this Agreement without having to make a Tax Deduction (or any other deduction or withholding for or on account of Tax under or in connection with the Facility and/or the Finance Documents or the on-lending of proceeds made available under or pursuant to the Facility and/or the Finance Documents) or, where it is not legally possible to make payment without a Tax Deduction or other deduction or withholding, with the smallest Tax Deduction or other deduction or withholding permitted by law.

(b)Each Finance Party must satisfy all applicable legal and regulatory requirements for lending to the Borrower to which it will lend, other than as a result of a change in law or regulation occurring after the date on which it becomes a Finance Party under this Agreement.

(c)Each Finance Party which will become a Qualifying Lender only on completion of certain procedural requirements (whether to obtain the benefit of applicable Taxation treaties and legislation or otherwise) shall notify the Facility Agent and the Borrower promptly on completion of all such formalities.

(d)Each Lender which is a Treaty Lender or whose status as a Qualifying Lender requires the benefit of a double Taxation agreement or evidence of tax residence shall, at the written request of the Borrower, deliver to the Facility Agent (who shall promptly deliver the same to the Borrower) a certificate of tax residence (or equivalent document according to the implementing provisions of any applicable double Taxation agreement) duly issued by the competent Tax authorities of its country of residence evidencing that such Lender is resident for Tax purposes in that country and, if a Treaty Lender, accrediting such Treaty Lender as resident in the relevant jurisdiction within the meaning of the relevant double Taxation agreement. If a certificate of tax residence delivered by a Lender to the Facility Agent in accordance with the above provisions of this sub-paragraph (d) expires

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or otherwise ceases to be valid (including as a result of any change in law or practice of any relevant tax authority) then that Lender shall, if requested in writing by the Borrower, deliver a new certificate of tax residence that satisfies the requirements detailed above in this sub-paragraph (d) to the Facility Agent (who shall promptly deliver the same to the Borrower).

(e)In any event, each Treaty Lender shall promptly co-operate with the Borrower by submitting such forms and documents and completing such other procedural formalities as may be necessary for the Borrower to obtain authorization to make any payment without a Tax Deduction or where a payment cannot be made without a Tax Deduction, with a reduced rate.

(f)Without limiting the generality of the foregoing, if a payment made to a Lender under any Finance Document would be subject to United States federal withholding Tax imposed under FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the US Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by any Borrower or the Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the US Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Facility Agent as may be necessary for the Borrower and the Facility Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. If a Lender becomes aware that it is not entitled to receive any payment made under the Finance Documents free from any deduction or withholding imposed under FATCA it shall promptly notify the Facility Agent and the Borrower (together with the amount of any applicable deduction or withholding). Without prejudice to the foregoing, each Lender shall promptly provide to the Facility Agent and the Borrower (if requested by the Facility Agent or the Borrower) (A) a written confirmation that so far as it is aware it is or, as the case may be, is not entitled to receive payments made under the Finance Documents free from any deduction or withholding imposed under FATCA and (B) such documents and other evidence as the Facility Agent and/or the Borrower may require to (1) support any confirmation given pursuant to (A) and/or (2) as applicable, calculate the amount of any deduction or withholding to be made on account of FATCA on any payment made under the Finance Documents to that Lender. If a Lender fails to comply with its obligations under this paragraph (g), until such time as that Lender has complied with its obligations the Facility Agent and the Borrower shall be entitled to treat such Lender as not being entitled to receive all or any part of any payment made under the Finance Documents free from any deduction or withholding imposed under FATCA.

(g)Any Lender which enters into any sub-participation or other risk sharing arrangement shall only be entitled to receive payments under this clause 10 with reference to any interest paid on the sub-participated commitment (i) to the same extent as such Lender would have been if it had not entered into such sub- participation or (ii) for an amount equivalent to the payment which would have been due to the sub-participant under this clause 10 had the sub-participant been a Lender, if lower.

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10.7 Stamp Taxes

The Borrower shall, within ten Business Days of demand by the Facility Agent, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to any stamp duty, registration or other similar Tax payable in connection with any Finance Document, except for:

(a)any such Tax payable in connection with any New Lender Certificate or other document, step or action relating to a Debt Purchase Transaction (or any other assignment or transfer by any Finance Party of any of its rights and/or obligations under any Finance Document); or

(b)to the extent that such stamp duty, registration or other similar Tax becomes payable upon a voluntary registration or filing made by any Party (or otherwise in respect of or referring to any Finance Document or any of the transactions or other matters contemplated by the Finance Documents) if such registration or filing is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Party or obligations of any Party under a Finance Document.

10.8 VAT

(a)All amounts (including costs and expenses) expressed to be payable under a Finance Document by any Party to a Finance Party shall (unless otherwise agreed) be deemed to be exclusive of any VAT (other than where the relevant Finance Party or one of its Affiliates has exercised an option to treat the consideration for a supply or supplies under a Finance Document as subject to VAT, in which case the amounts payable in relation to any such supply shall be inclusive of VAT to the extent VAT arises as a result of such option being exercised). Subject to paragraph (b) below, if VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document (other than by reason of the relevant Finance Party's option to treat that supply as chargeable or as contemplated in the preceding sentence) that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration for that supply) an amount equal to the amount of the VAT (in each case unless the paying Party is obliged by law to account directly to the tax authorities for such VAT under the reverse charge procedure provided for by Article 196 of the EC Council Directive 2006/112 and/or any relevant tax provisions of the jurisdiction in which the Party receives such supply, in which case the paying Party will pay the relevant amount of VAT to the relevant tax authorities). Any obligation of a Party to pay any amount in respect of VAT pursuant to this clause 10.8 is subject to the relevant Finance Party promptly providing an appropriate invoice to such Party.

(b)The obligation to reimburse a Finance Party for any VAT will be reduced to the extent that the Finance Party reasonably determines that it or any other member of any group of which it is a member for VAT or other Tax purposes is entitled to credit for or repayment of the VAT.

(c)Where a Finance Document requires the Borrower to reimburse or indemnify a Finance Party for any costs or expenses, the Borrower shall also reimburse or indemnify (as the case may be) such Finance Party for the full amount of such costs or expenses, including such part thereof as represents VAT, in each case to the extent that such Finance Party determines (acting reasonably) that neither it nor or any other member of any group of which it is a member for VAT or other Tax purposes is entitled to credit or repayment in respect of such VAT and notifies the Borrower in writing accordingly.

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(d)Any reference in this clause 10.8 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 (the term representative member shall (i) have the same meaning as in the Value Added Tax Act 1994 with regard to the UK or (ii) where applicable, with regard to another jurisdiction refer to an equivalent entity under the relevant laws of such jurisdiction to that referred to in (i)).

11.Change in Circumstances

11.1 Illegality

If at any time after a Lender becomes party to this Agreement it becomes unlawful in any applicable jurisdiction for such Lender to perform any of its obligations as contemplated by this Agreement, to receive payments under a Finance Document or to fund or maintain its participation in any Utilisation:

(a)that ▇▇▇▇▇▇ shall promptly notify the Facility Agent and the Borrower; and

(b)upon that Lender notifying the Borrower, on such date as that Lender shall have specified (being no earlier than the last Business Day allowed by the relevant law (taking into account any applicable grace period) unless otherwise agreed or required by the Borrower):

(i)the Commitments of that Lender shall be cancelled to the extent of the illegality; and

(ii)the Borrower shall prepay that ▇▇▇▇▇▇'s participation in each Utilisation to the extent of the illegality (together with accrued interest thereon and all other amounts due to that Lender),

provided that on or prior to such date the Borrower shall have the right to require that Lender to transfer (and such Lender shall transfer if so required) its Commitments and participation in each Utilisation (or, if applicable, the affected Commitments and participations) to one or more persons nominated for such purpose by the Borrower which has agreed to purchase such rights and obligations at par plus accrued interest.

11.2 Increased Costs

(a)Subject to paragraph (c) below, the Borrower shall, within ten Business Days of demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by it or any of its Affiliates as a result of:

(i)the introduction of, or a change in (or a change in the interpretation, administration or application of), any law or regulation; or

(ii)compliance with any law or regulation,

in each case made after the date it became a Finance Party under this Agreement.

(b)A Finance Party intending to make a claim pursuant to paragraph (a) above will:

(i)notify the Borrower and the Facility Agent of the circumstances giving rise to that Increased Cost as soon as reasonably practicable after becoming aware of them; and

(ii)as soon as reasonably practicable provide a certificate confirming the amount and calculation of that Increased Cost.

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(c)The Borrower will not be obliged to compensate any Finance Party (or any of its Affiliates) under paragraph (a) above in relation to any Increased Cost:

(i)attributable to a Tax Deduction;

(ii)compensated for under clause 14 (Taxes) or which would have been so compensated but for an exception in clause 10.3 (Tax Gross-Up), clause 10.4 (Tax Indemnity), clause 10.7 (Stamp Taxes) or clause 10.8 (VAT);

(iii)attributable to a change (whether of basis, timing or otherwise) in the Tax which is imposed on or calculated by reference to the overall net income, profits or gains of the Finance Party (or any Affiliate of it) or of its Facility Office (or otherwise the branch or office through which it participates in any Utilisation);

(iv)attributable to the breach by the Finance Party (or any Affiliate of it) of:

(A)any law, regulation or treaty; or

(B)the terms of any Finance Document;

(v)attributable to any penalty having been imposed by the relevant central bank or monetary or fiscal authority upon the Finance Party (or any Affiliate of it) by virtue of its having exceeded any country or sector borrowing limits or breached any directives imposed upon it;

(vi)attributable to the implementation or application of or compliance with:

(A)the International Convergence of Capital Measurement and Capital Standards, a Revised Framework published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (Basel II) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or

(B)Basel III: A global regulatory framework for more resilient banks and banking systems and Basel III: International framework for liquidity risk measurement, standards and monitoring published by the Basel Committee on Banking Supervision in December 2010 in the form existing on the date of this Agreement (Basel III) or any other law or regulation which implements Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates);

(vii)attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);

(viii)attributable to any Excluded Tax Event (or any payment attributable to, or liability arising as a consequence of, an Excluded Tax Event), other than (in any such case) as a direct result of the Borrower's actions relating to structuring its own tax or financing affairs;

(ix)attributable to FATCA (or any payment attributable to, or liability arising as a consequence of, FATCA);

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(x)attributable to a Finance Party being incorporated, domiciled, established, located, resident or acting through a Facility Office situated in a Non-

Cooperative Jurisdiction; or

(xi)not notified to the Borrower in accordance with paragraph (b) above (and in any event within 90 days of becoming aware of the event giving rise to such claim).

(d)In this Agreement Increased Cost means:

(i)an additional or increased cost;

(ii)a reduction in any amount due or payable under any Finance Document; or

(iii)a reduction in the rate of return from a Facility or on the Finance Party's (or its Affiliate's) overall capital,

which is suffered or incurred by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into or performing its obligations under any Finance Document or making or maintaining its participation in any Utilisation.

11.3 Mitigation

(a)If:

(i)circumstances arise which entitle a Finance Party:

(A)to receive payment of an additional amount under clause 10 (Taxes); or

(B)to demand payment of any amount under clause 11.2 (Increased Costs); or

(C)to require cancellation or prepayment to it of any amount under clause 11.1 (Illegality); or

(ii)any amount payable by the Borrower under a Finance Document is not (or will not be when the relevant corporate income tax is calculated) deductible from the Borrower's taxable income for tax purposes by reason of that amount being:

(A)paid or accrued to a Finance Party incorporated, domiciled, established, located, resident or acting through a Facility Office situated in a Non-Cooperative Jurisdiction; or

(B)paid to an account opened in the name of or for the benefit of a Finance Party in a financial institution situated in a Non- Cooperative Jurisdiction,

then that Finance Party will, in consultation with the Borrower, take all reasonable steps to mitigate the effect of those circumstances including but not limited to by transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office (and for the purpose of sub- paragraph (ii) above, for the avoidance of doubt and to the extent relevant, a Finance Party changing its Facility Office to a Facility Office that is not located in a Non-Cooperative Jurisdiction or changing the applicable account to an account

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that is not opened in a financial institution situated in a Non-Cooperative Jurisdiction will be considered reasonable steps).

(b)No Finance Party will be obliged to take any such steps under this clause 11.3 if to do so is likely in its opinion (acting reasonably) to be unlawful or prejudicial to it in any material respect.

(c)The Borrower shall, within ten Business Days of demand by the relevant Finance Party, indemnify such Finance Party for any costs or expenses reasonably incurred by it as a result of taking any steps under this clause 11.3.

(d)This clause 11.3 does not in any way limit, reduce or qualify the obligations of the Borrower under the Finance Documents.

(e)Without prejudice to the ability to effect, make or grant any amendment, waiver or consent pursuant to or in accordance with clause 30 (Amendments and Waivers), any exclusion, exception or obligation set out in clause 14 (Taxes) or clause 11.2 (Increased Costs) which applies to any Lender may also be waived with the prior written consent of the Borrower and that Lender.

11.4 Change in Market Conditions

(a)If in relation to any Interest Period for a Loan:

(i)where ▇▇▇▇▇▇▇ is to be determined by reference to the Reference Banks, none or only one Reference Bank supplies a quotation in accordance with the definition of EURIBOR or, as the case may be, the Base Rate definition; or

(ii)before close of business in London on the Quotation Day for the relevant Interest Period, Lenders whose participations in a Utilisation exceed 40 per cent of that Utilisation notify the Facility Agent that by reason of circumstances affecting the Relevant Market generally the cost to them of obtaining matching deposits in the Relevant Market in sufficient amounts to fund their respective shares of the amount to which that Interest Period relates is in excess of EURIBOR or, as the case may be, the applicable Base Rate,

the Facility Agent shall promptly notify the Borrower and the Lenders and any such event shall be a Market Disruption Event.

(b)If a Market Disruption Event occurs for any Interest Period, then the rate of interest on each Lender's share of that Utilisation for the Interest Period shall be the rate per annum which is the sum of:

(i)the Margin; and

(ii)the rate notified to the Facility Agent by that ▇▇▇▇▇▇ as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Utilisation from whatever source it may reasonably select.

(c)If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

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(d)Any alternative basis agreed pursuant to paragraph (c) above shall, with the prior consent of the Lenders and the Borrower, be binding on all parties to this Agreement (provided that, in the absence of the consent of all Lenders, any alternative basis shall still remain binding on any Lenders which have consented to that alternative basis and their assignees and transferees).

12.Interest

12.1 Interest Periods

Interest shall be calculated and payable on each Loan by reference to Interest Periods. Subject to the other provisions of this Agreement each Interest Period relating to a Loan shall be of three Months' duration provided that:

(a)each Loan shall have an Interest Period commencing on its Utilisation Date and each successive Interest Period applicable to a Loan shall commence on the expiry of the immediately preceding Interest Period for that Loan; and

(b)no Interest Period in relation to a Loan may extend beyond the Maturity Date.

12.2 Consolidation of Interest Periods

If two or more Interest Periods end on the same date, those Loans will, for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

12.3 Interest Rate

(a)The rate of interest applicable to a Loan for a particular Interest Period shall be the rate per annum determined by the Facility Agent to be the sum of:

(i)the applicable Margin; and

(ii)EURIBOR for that Interest Period.

(b)Interest will accrue daily and shall be calculated on the basis of a 360 day year (or on the basis of such other calculation period as market convention dictates).

12.4 Notification of Interest Periods and Rates

(a)The Facility Agent shall promptly notify the Borrower and the Lenders of the duration of each Interest Period and the rate of interest applicable to such Interest Period.

(b)The Facility Agent shall promptly upon such total amount of interest being determinable, notify the relevant Lenders and the Borrower of:

(i)the determination of the total amount of accrued interest that is, or is scheduled to become, payable under any Finance Document; and

(ii)the applicable rate of interest for each day relating to that determination.

(c)This clause 12.4 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

12.5 Payment of Interest

Interest shall be payable by the Borrower on the applicable dates specified in and in accordance with clause 17.2 (Collection Account) and clause 12.8 (PIK interest).

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12.6 Default Interest

(a)In relation to any Unpaid Sum (including, without limitation, any sum payable by the Borrower pursuant to this clause 12.6), the Borrower will pay default interest from the due date of such Unpaid Sum to the date of actual payment (after as well as before judgment) at a rate determined by the Facility Agent to be one per cent per annum above:

(i)where the Unpaid Sum is principal under a Loan which has fallen due prior to the expiry of the relevant Interest Period, the rate applicable to such principal immediately prior to the date it so fell due (but only for the period from such due date to the end of the then applicable Interest Period); or

(ii)in any other case (including principal falling within paragraph (i) above once the relevant Interest Period has expired), the rate which would be payable if the Unpaid Sum was a Loan made for a period equal to the period of non-payment divided into successive Interest Periods of such duration as shall be selected by the Facility Agent (after consultation with the Borrower as to the expected date of actual payment) (each a Default Interest Period).

(b)Default interest will be payable on demand by the Facility Agent and (if and to the extent permitted under any applicable law) will be compounded at the end of each Default Interest Period.

12.7 Notification of Break Costs

(a)If the Borrower notifies the Facility Agent that it proposes to pay all or part of any Loan on a day other than the last day of the Interest Period for that Loan:

(i)the Facility Agent shall promptly notify the relevant Lenders of such proposed payment;

(ii)each Lender shall confirm the amount of its anticipated Break Costs at or prior to 11.30 a.m. on the Business Day prior to the date of such proposed payment; and

(iii)if any Lender fails to confirm the amount of its anticipated Break Costs in respect of such payment in accordance with sub-paragraph (ii) above, no Break Costs shall be payable to such Lender.

(b)Each Lender shall, together with any demand for Break Costs made in accordance with this clause 12.7 and the other provisions of this Agreement, provide to the Facility Agent a certificate confirming the amount of (and giving reasonable details of the calculation of) its Break Costs for any Interest Period in which they accrue, a copy of which shall be provided to the Borrower.

12.8 PIK interest

(a)If, on any Required Account Sweep Date, there are insufficient amounts standing to the credit of the Collection Account available to pay all interest due in respect of the previous Interest Period pursuant to clause 17.2(c)(ii) (Collection Account), such amount of interest which is not paid (the PIK Loan Amount and any applicable PIK Premium Amount (together the PIK Interest Amount)) shall (subject to paragraph (b) below) not be payable on that date and:

(i)if the previous Interest Period corresponds to an Underlying Distribution Block Interest Period, be deferred until the first Required Account Sweep Date immediately following the last day of the Interest Period falling at least 6 months following the end of the relevant Underlying Distribution

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Block Interest Period (the Deferred Back-Lever Date and such period of deferral being the Deferred Back-Lever Period) and on the Deferred Back-Lever Date, be capitalised and added to the outstanding principal of the Loans with effect from that Deferred Back-Lever Date (or, to the extent that the Underlying Issuer has elected to pay all of the PIK Interest Amount in relation to that Underlying Distribution Block Interest Period on that Deferred Back-Lever Date, pay that PIK Interest Amount in cash on the Required Account Sweep Date immediately following the relevant Interest Period); or

(ii)otherwise, be capitalised and added to the outstanding principal of the Loans with effect from that Required Account Sweep Date (and for the avoidance of doubt, shall no longer constitute a PIK Loan Amount or a PIK Premium Amount following such capitalisation).

(b)The aggregate number of entire months comprised in (i) Interest Periods in respect of which PIK Interest Amounts have been capitalised and added to the outstanding principal of the Loans and which have not been repaid and (ii) the Deferred Back-Lever Periods pursuant to paragraph (a)(i) above (the PIK Interest Period Amount), shall not be greater than 30 months (the PIK Period Limit). If on any Required Account Sweep Date, the PIK Interest Period Amount is greater than the PIK Period Limit, the Borrower will have to pay the interest due and payable in respect of the Interest Period immediately prior to that Required Account Sweep Date in full on that Required Account Sweep Date (but, for the avoidance of doubt, will not have to pay any PIK Interest Amount otherwise outstanding on that date).

(c)In this clause:

Deferred Loan Amount means the principal amount outstanding of Loans corresponding to such PIK Loan Amount; and

PIK Premium Amount means, an amount equal to 0.50% applied to the Deferred Loan Amount, (i) multiplying the result by the actual number of days elapsing in (x) in the case of any Deferred Loan Amount pursuant to paragraph (a)(i) above, the relevant Interest Period that corresponds to the relevant Underlying Distribution Block Interest Period, or (y) in the case of any Deferred Loan Amount pursuant to paragraph (a)(ii) above, the relevant Interest Period, in each case, divided by three hundred and sixty (360), and (ii) rounding the resultant figure to the nearest cent (half a cent being rounded upwards).

13.Fees

13.1 Commitment Fee

(a)Subject to paragraphs (b) and (c) below, the Borrower shall pay to the Facility Agent (for the account of each Lender) a commitment fee on that ▇▇▇▇▇▇'s Available Commitment under the Facility, computed (on the basis of a 360 day year) at the rate of:

(i)until the date falling four months after the date of this Agreement, zero;

(ii)from and excluding the date falling four months after the date of this Agreement to and including the date falling six months after the date of this Agreement, 20 per cent of the Margin; and

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(iii)from and excluding the date falling six months after the date of this Agreement until (and excluding) the First Utilisation Date, 30 per cent of the Margin.

(b)Subject to paragraph (c) below, the commitment fees:

(i)which have accrued and not been paid are payable on the First Utilisation Date;

(ii)which have accrued and not been paid are payable on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective; and

(iii)which have accrued and not been paid are payable on the last day of the relevant Availability Period,

provided that no commitment fee is payable:

(A)if the First Utilisation Date does not occur;

(B)the Borrower has not received all amounts required to be paid by the Underlying Issuer in respect of the corresponding commitment fee (however so described) pursuant to the Underlying Subscription Agreement; and

(C)until the date falling three Business Days from the date on which the Facility Agent notifies the Borrower in writing of the amount of the relevant commitment fee to be paid (such notification to include reasonable details of the calculation of the amount payable with respect to each Lender).

(c)Notwithstanding anything to the contrary in the Finance Documents:

(i)no commitment fee shall accrue (or be payable) on the Available Commitment of a Lender for any day on which that Lender is a Defaulting Lender; and

(ii)the Facility Agent shall treat any reduction in the commitment fee pursuant to sub-paragraph (i) above as reducing the amount payable to the relevant Defaulting Lender.

13.2 Agency Fee and Security Agent Fee

The Borrower shall pay to the Facility Agent and/or the Security Agent, in each case for its own account, an annual agency fee and security agent fee in the amount and at the times agreed in a Fee Letter, provided that such fee shall not be payable if the First Utilisation Date does not occur.

13.3 Prepayment Fee

(a)Subject to paragraphs (d) and (e) below, if all or any part of the Loan is prepaid during the period commencing on the First Utilisation Date and ending on the date falling 24 months from the First Utilisation Date (the 24 Month Date) pursuant to:

(i)clause 7.1 (Voluntary Prepayments);

(ii)clause 7.2 (Mandatory Prepayment on Change of Control);

(iii)clause 7.5 (Mandatory prepayment: Permitted Sale);

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(iv)clause 7.6 (Mandatory prepayment: Underlying Redemption), to the extent the applicable Underlying Redemption was a voluntary redemption of the Underlying Notes,

the Borrower shall pay to the Facility Agent (for the account of the Lenders under the Loan) on the date of prepayment, a prepayment fee calculated in the case of any such prepayment made prior to the 24 Month Date in an amount equal to the applicable Make-Whole Amount in respect of the amount prepaid.

(b)Subject to paragraphs (d) and (e) below, if all or any part of the Loan is prepaid during the period commencing on the First Utilisation Date and ending on the 24 Month Date pursuant to clause 7.6 (Mandatory prepayment: Underlying Redemption), to the extent the applicable Underlying Redemption was a mandatory redemption of the Underlying Notes pursuant to clause 5.1 (Exit) of the Underlying Notes, the Borrower shall pay to the Facility Agent (for the account of the Lenders under the Loan) on the date of prepayment, a prepayment fee calculated in the case of any such prepayment made prior to the 24 Month Date in an amount equal to the lower of (i) 1.00 per cent. of the principal amount of the Loan prepaid pursuant to this paragraph (B) and (ii) the Make-Whole Amount.

(c)Subject to paragraph (d) below, if:

(i)the Maturity Date has been extended to the First Extended Maturity Date in accordance with the terms of this Agreement and all of the Loans are voluntarily prepaid during the period commencing after the 24 Month Date and ending on the date falling 36 months after the First Utilisation Date (the 36 Month Date); or

(ii)the Maturity Date has been extended to the Second Extended Maturity Date in accordance with the terms of this Agreement and all of the Loans are voluntarily prepaid during the period commencing after the 36 Month Date and ending on the date falling 48 months after the First Utilisation Date (the 48 Month Date),

in each case, as a result of a refinancing (in whole or in part) of the Facility provided by a person which is not a Lender or an Affiliate and/or Related Fund of a Lender, the Borrower shall pay to the Facility Agent, on the date of prepayment (for the account of the Lenders under the Loan), a prepayment fee calculated in the case of any such prepayment made prior to the 36 Month Date or 48 Month Date (as applicable) in an amount equal to the Make-Whole Amount.

(d)No fee shall be payable under paragraph (a), (b) or (c) above to or for the account of any Lender:

(i)if such Lender is a Defaulting Lender;

(ii)in respect of any prepayment made as a result of that Lender being an Increased Costs Lender or a Defaulting Lender;

(iii)(for the avoidance of doubt) pursuant to any mandatory prepayment pursuant to clause 7 (Prepayment) other than those set out explicitly in paragraphs (a), (b) and (c) above;

(iv)in respect of any prepayment made with the proceeds of any financing in which that Lender (or any Affiliate and/or Related Fund of that Lender) has a participation that is at least commensurate with its participation in that part of the Facility that is being prepaid;

(v)in respect of any capitalised amounts or any PIK Interest Amount; or

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(vi)to the extent the proceeds of such prepayment are funded from Available Funds.

(e)No prepayment fee shall be payable pursuant to paragraphs (a)(iv) or (b) above, if (i) the Borrower has not received payment of its applicable prepayment fee pursuant to the relevant provisions of the Underlying Finance Documents in cleared funds and in euros to which that Underlying Redemption relates or (ii) if condition 7 (Early redemption of premium rebate) of the Underlying Approved Transfer Letter applies in respect of such prepayment amount received pursuant to the Underlying Finance Documents.

(f)The prepayment fee payable under this Agreement pursuant to paragraphs (a)(iv) and/or (b) above shall not exceed the amount received by the Borrower (in euros and in cleared funds) in respect of that Underlying Redemption.

(g)In this Agreement:

Make-Whole Amount means a prepayment fee calculated in the case of any such prepayment made prior to the relevant Make-Whole Date, as an amount equal to the excess (to the extent greater than zero) of:

(i)the net present value at the date of prepayment of the aggregate of (A) the prepayment cost of the principal amount of the Loan so prepaid if it were prepaid on the day after the relevant Make-Whole Date and (B) the amount of interest which would have accrued (assuming no deferral of interest pursuant to clause 12.8 (PIK interest)) on the principal amount of the Loan so prepaid from the date of prepayment to the relevant Make- Whole Date, in each case discounted at a rate equal to the Bund Rate (as determined by the Borrower (or such other person as it may nominate in good faith) calculated as at the date three Business Days prior to the prepayment) plus 0.50 per cent. (and for the purpose of calculating the interest which would have accrued to the relevant Make-Whole Date, EURIBOR shall be determined as at the date three Business Days prior to such prepayment and assuming successive Interest Periods of three months duration but taking the actual period from the date of prepayment to the expiry of the then current Interest Period and the actual period from the expiry of the last three month Interest Period so assumed until the relevant Make-Whole Date)

over

(ii)the principal amount of the Loan so prepaid,

in each case as determined by the Borrower in good faith.

Make-Whole Date means the 24 Month Date, the 36 Month Date or the 48 Month Date (as applicable).

13.4 Closing Payment Fee

The Borrower shall pay to the Original Lender, a closing payment fee in the amount and at the times agreed in a Fee Letter, provided that such fee shall not be payable if the First Utilisation Date does not occur.

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13.5 Defaulting Lender Fees

Notwithstanding anything to the contrary in the Finance Documents:

(a)no fees shall be payable to a Defaulting Lender (and the fees payable under the Finance Documents shall be reduced accordingly); and

(b)the Facility Agent shall treat any reduction in any fee pursuant to paragraph (a) above as reducing the amount payable to the relevant Defaulting Lender.

14.Other Indemnities

14.1 Currency Indemnity

(a)If:

(i)any amount payable by the Borrower under or in connection with any Finance Document is received by any Finance Party (or by the Facility Agent on behalf of any Finance Party) in a currency (the Payment Currency) other than that agreed in the relevant Finance Document (the Agreed Currency), and the amount produced by converting the Payment Currency so received into the Agreed Currency is less than or greater than the relevant amount of the Agreed Currency; or

(ii)any amount payable by the Borrower under or in connection with any Finance Document has to be converted from the Agreed Currency into another currency for the purpose of:

(A)making or filing a claim or proof against the Borrower;

(B)obtaining an order or judgment in any court or other tribunal; or

(C)enforcing any order or judgment given or made in relation to any Finance Document,

then:

(i)if the amount produced or payable by the operation of sub-paragraphs (i) and (ii) above is less than the relevant amount of the Agreed Currency, the Borrower will, as an independent obligation, indemnify the relevant Finance Party for the deficiency and any loss sustained as a result; and

(ii)if the amount produced or payable by the operation of sub-paragraphs (i) and (ii) above is greater than the relevant amount of the Agreed Currency, the relevant Finance Party will refund any such amount to the Borrower.

Any conversion required will be made at such prevailing rate of exchange on such date and in such market as is determined by the relevant Finance Party (acting reasonably) as being most appropriate for the conversion. The Borrower will, in addition, pay any reasonable costs incurred as a result of any such conversion.

(b)The Borrower 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.

14.2 Indemnity to the Facility Agent and the Security Agent

The Borrower shall, within ten Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify the Facility Agent and the Security Agent against any reasonable third party cost, loss or liability incurred by the Facility Agent and the Security Agent (acting reasonably) as a result of:

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(i)the taking, holding, perfection, protection or enforcement of the Transaction Security;

(ii)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;

(iii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as expressly permitted under this Agreement, and in each case with the prior written consent of the Borrower (including, but not limited to the agreed caps in relation to such costs);

(iv)the investigation of any Event of Default, provided that if that investigation shows that no Event of Default had occurred, then such cost, loss and liability shall be for the account of the Lenders; or

acting or relying on any notice, request or instruction from the Borrower which it reasonably believes to be genuine, correct and appropriately authorised;The indemnities contained in this clause 14.2 (Indemnity to the Facility Agent and the Security Agent) shall, to the extent any amount is outstanding pursuant to such indemnity, survive repayment of the Total Commitments until final settlement of all related costs, losses or liabilities, provided that this shall not prevent the repayment and discharge of this Agreement.

14.3 Transaction Expenses

The Borrower shall, within 15 Business Days of demand (accompanied by reasonably supporting evidence, including invoices), reimburse the Arranger, the Facility Agent and the Security Agent for all reasonable third party costs and expenses (including reasonable fees and disbursements of legal counsel appointed with the prior approval of the Borrower) properly incurred by the Facility Agent, the Security Agent or the Arranger in connection with:

(a)the negotiation, preparation, execution, perfection and syndication of each of the Finance Documents; and

(b)any variation, amendment, restatement, waiver or consent (or any proposal for any of the same) relating to any of the Finance Documents which is requested by or on behalf of the Borrower,

in each case subject always to limits as agreed from time to time (whether in a Fee Letter or otherwise).

14.4 Enforcement Expenses

The Borrower shall, within ten Business Days of demand, reimburse each Finance Party for:

(a)all reasonable third party costs and expenses (including reasonable legal fees) properly incurred by the Facility Agent on behalf of the Finance Parties in connection with the preservation of any of such Finance Party's rights under any of the Finance Documents; and

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(b)all third party costs and expenses (including legal fees) properly incurred by the Facility Agent on behalf of the Finance Parties in connection with the enforcement of any such Finance Party's rights under any Finance Documents.

14.5 General Indemnity

The Borrower shall, within ten Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify each of the Finance Parties against any cost, loss, expense or liability (including any Break Costs but excluding loss of Margin and the impact of the EURIBOR floor) sustained or incurred by it as a result of:

(a)other than in respect of any Utilisation Request relating to a Pre-Funding Loan, a Utilisation requested in a Utilisation Request not being made by reason of non- fulfillment of any of the conditions in clause 4.1 (Initial Conditions Precedent) or clause 4.2 (Additional Conditions Precedent);

(b)any sum payable by the Borrower under the Finance Documents not being paid when due (but credit shall be given to the Borrower for any interest paid);

(c)the occurrence of any Event of Default;

(d)unless received in accordance with clause 17.2 (Collection Account), the receipt or recovery by any Finance Party (or the Facility Agent on its behalf) of all or part of any Utilisation or Unpaid Sum otherwise than on the last day of an Interest Period relating to that Utilisation or Unpaid Sum; or

(e)any Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by the Borrower under the Finance Documents.

14.6 Costs and Expenses

Notwithstanding anything to the contrary in any Finance Document:

(a)no fees, costs or expenses shall be payable to any Finance Party under any Finance Document prior to the First Utilisation Date (save, in the case of legal fees, as otherwise agreed in a Fee Letter);

(b)any demand for reimbursement of costs and expenses incurred by a Finance Party must be accompanied by reasonable details of the amount demanded (including, at the request of the Borrower, hours worked, rates charged and individuals involved); and

(c)if a Finance Party assigns or transfers any of its rights, benefits or obligations under the Finance Documents the Borrower shall not be required to pay any fees, costs, expenses or other amounts relating to or arising in connection with that assignment or transfer (including, without limitation, any Taxes and any amounts relating to the perfection or amendment of the Security Documents).

14.7 Commitment letter indemnity

(a)Within 10 Business Days of demand, the Borrower shall indemnify and hold harmless the Original Lender, each of its Affiliates and each of its respective directors, partners, officers, employees, agents, attorneys, advisers, affiliates and controlling persons (each an Indemnified Person) from and against any and all losses, claims, damages or liabilities (or actions or other proceedings commenced or threatened in respect thereof but excluding any loss of profit in connection with this Agreement or any syndication at a level not otherwise compensated for by amounts provided by the Borrower, the Borrower's Affiliates

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or any other person) (each a Loss) that arise out of, result from or in any way relate to (i) the performance by the Original Lender of its obligations under this Agreement, and/or (ii) the Transaction, and to reimburse each Indemnified Person, within ten Business Days of demand, for any legal and/or other expenses reasonably and properly incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding, other than any of the foregoing claimed by any Indemnified Person to the extent arising from the wilful misconduct, gross negligence or wilful default of any Indemnified Person or a breach of law or of this Agreement by any Indemnified Person or from a claim by the Borrower against an Indemnified Person or from a claim by an Indemnified Person against another Indemnified Person.

(b)No Indemnified Person shall take any action or instigate any proceedings against any officer, director, employee or agent of any Sponsor Affiliate, the Borrower or any of its Affiliates (or any of its respective Affiliates or Holding Companies) in connection with any claim or cause of action such Indemnified Person may have in relation to or in connection with this Agreement or the Transaction. The Borrower also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or any of the Borrower's Affiliates for or in connection with the transactions contemplated by this Agreement, except to the extent arising from the wilful misconduct, gross negligence or wilful default of any Indemnified Person or a breach of law or the terms of or failure to perform their obligations under this Agreement. The Borrower shall not be responsible or liable to any person for indirect or consequential damages.

(c)If any event occurs in respect of which indemnification may be sought from the Borrower pursuant to this clause 14.7, the Agent (on the instruction of the Majority Lenders) must promptly notify the Borrower in writing after the relevant Indemnified Person becomes aware of such event, consult with the Borrower fully and promptly with respect to the conduct of the relevant claim, action or proceeding and conduct such claim, action or proceeding properly and diligently (in each case to the extent permitted by applicable confidentiality or legal restrictions, provided that such restrictions have not been entered into or assumed for the purpose of or with a view to avoiding a requirement to notify in accordance with this paragraph (c)). No Indemnified Person shall settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, litigation or proceeding in respect of which indemnification may be sought hereunder without the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed).

(d)Each Indemnified Person shall, in consultation with the Borrower, take all reasonable steps to mitigate any Loss and shall provide (subject to confidentiality or legal restrictions) such information and assistance to the Borrower as the Borrower may reasonably request in connection with any action proceeding or investigation in connection with a Loss.

15.Representations

The Borrower (and/or, where and to the extent specified below, the Parent (only with respect to itself)) represents and warrants to each of the Finance Parties (at the times specified in clause 15.19 (Repetition)) that:

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15.1 Incorporation

In the case of the Parent and the Borrower, it is duly incorporated and validly existing under the laws of Luxembourg and has the power to own its assets and carry on its business in all material respects as it is now being conducted.

15.2 Power

In the case of the Parent and the Borrower, it has the power to enter into, perform and deliver its obligations under each of the Finance Documents to which it is party and to carry out the transactions contemplated by those Finance Documents.

15.3 Authority

In the case of the Parent and the Borrower, it has taken all necessary corporate action to authorise its entry into and the performance and delivery by it of its obligations under each Finance Document to which it is a party and to carry out the transactions contemplated by those Finance Documents.

15.4 Obligations binding

In the case of the Parent and the Borrower, subject to the Reservations and the Perfection Requirements, the obligations expressed to be assumed by it under each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

15.5 Governing law and enforcement

(a)In the case of the Parent and the Borrower, subject to the Reservations, the choice of governing law of the Finance Documents as expressed in such Finance Document will be recognised in its jurisdiction of incorporation.

(b)In the case of the Parent and the Borrower, subject to the Reservations and Perfection Requirements, 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 jurisdiction of incorporation.

15.6 Non-Conflict

In the case of the Parent and the Borrower, the entry into and delivery by it of, and the transactions contemplated by the Finance Documents to which it is a party do not conflict with:

(a)any law or regulation applicable to it to an extent which would have a Material Adverse Effect;

(b)its constitutional documents in any material respect; or

(c)any agreement or instrument binding on it or (in the case of the Borrower) any of its Subsidiaries or any of its or (in the case of the Borrower) any of its Subsidiaries' assets, in each case to an extent which would have a Material Adverse Effect.

15.7 Consents and filings

(a)In the case of the Parent and the Borrower, subject to the Reservations and any Perfection Requirements (including any filings required in relation to the Security constituted by the Security Documents), all material Authorisations required under any applicable law or regulation for its entry into, and performance of its material obligations under, each of the Finance Documents to which it is party have been (or will have been at the date required) obtained or made and are (or will be) in full force and effect, in each case to the extent that (other than in the case of consents and filings required for entry into and performance of payment obligations under the Finance Documents) failure to have such consents and filings would have a Material Adverse Effect.

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(b)In the case of the Parent and the Borrower, all Authorisations necessary under any applicable law or regulation for the conduct of its business, trade and ordinary activities have been obtained or effected (or will have been at the date required) and are (or will be) in full force and effect, in each case to the extent that failure to obtain or effect those Authorisations would have a Material Adverse Effect.

15.8 Litigation

No litigation, arbitration, administrative, regulatory or similar proceeding is outstanding or, to its knowledge, pending or threatened in respect of the Borrower which is reasonably likely to be adversely determined against it, and which would, if so adversely determined, have a Material Adverse Effect.

15.9 No Defaults

(a)In the case of the Borrower, no Event of Default or (as at the date of this Agreement only) Default has occurred and is continuing or would be reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)No event has occurred and is continuing which constitutes a default or termination event under any agreement to which the Borrower or any of its Subsidiaries is party and which, in either case, has a Material Adverse Effect.

15.10 No filing or stamp taxes

In the case of the Parent and the Borrower, subject to the Reservations and any Perfection Requirements, under the laws of its jurisdiction of incorporation it is not necessary that the Finance Documents to which it is a party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by the Finance Documents to which it is a party, other than:

(a)in connection with any Transfer Certificate, Assignment Certificate or other document relating to the assignment or transfer by any Lender of any of its rights and/or obligations under any Finance Document; and

(b)any fees payable in respect of registrations required in respect of any Security Document (where applicable), which registrations and fees will be made and paid promptly after the date of the relevant Security Document.

15.11 Assets

(a)The shares in the Borrower are legally and beneficially owned by the Parent free from any Security (other than as created and/or permitted under the Finance Documents).

(b)The Parent and (following the first Underlying Issue Date) the Borrower is, , the sole legal and beneficial owner of the respective assets over which they purport to grant the Transaction Security.

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15.12 Taxation

No claims are being asserted against the Borrower with respect to Taxes which have not been reflected in its most recent accounts provided to the Facility Agent pursuant to clause 16.1 (Financial Statements) which are reasonably likely to be determined adversely to it and which, if so adversely determined and after taking into account any indemnity or claim against any third party with respect to such claim, would have a Material Adverse Effect, and all reports and returns on which such Taxes are required to be shown have been filed within any applicable time limits, and all Taxes required to be paid have been paid within any applicable time limits save to the extent that payment is being contested in good faith and the Borrower has maintained adequate reserves for those Taxes, in each case where failure to do so would have a Material Adverse Effect.

15.13 Information Package

So far as the Borrower is aware and save as disclosed in writing to the Facility Agent and the Lenders prior to the date of this Agreement (or, in relation to the Information Package, prior to the date of the Information Package or in relation to the Initial Fund Due Diligence Documentation, prior to the date of the applicable Initial Fund Due Diligence Document):

(a)all material statements of fact contained in the Information Package (to the extent relating to the Underlying Target Group or the business of the Underlying Group or the Underlying Target Group) were true and are accurate in all material respects as at the date such statements were made;

(b)the Underlying Business Plan has been prepared on a basis consistent in all material respects with the applicable Underlying Accounting Principles (having regard to the fact that it was prepared for investment purposes and to the extent appropriate for a model not subject to audit procedures) and (as far as the Borrower is aware) has been approved by the board of directors of the Underlying Issuer;

(c)any projections, forecasts or opinions contained in the Information Package were (to the extent attributable to the Underlying Issuer and/or management of the Underlying Issuer) were based upon (in relation to the projections and forecasts) assumptions and (in relation to the opinions) grounds, in each case, which (as far as the Borrower is aware) the Underlying Issuer carefully considered and considered to be reasonable at the time of being made (provided that each Finance Party acknowledges that any projections and forecasts contained in the Information Package are subject to significant uncertainties and contingencies and that no assurance can be given that such projections or forecasts will be realised);

(d)no event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect; and

(e)insofar as it relates to the Underlying Target Group, the Information Package did not omit to disclose or take into account any matter known to the Borrower at the date of issuance thereof where failure to disclose or take into account such matter would result in the Information Package, or the information contained therein, when taken as a whole being misleading in any material respect in the context of the Underlying Transaction taken as a whole.

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15.14 Pari Passu Ranking

The Borrower's payment obligations under each of the Finance Documents rank at least pari passu in right of payment with all its other present and future unsecured and unsubordinated indebtedness (actual or contingent) except indebtedness preferred by laws of general application and, subject to any applicable Reservations and Perfection Requirements, the Transaction Security granted by it has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security save as permitted by this Agreement.

15.15 Holding Companies

Prior to the First Utilisation Date, neither the Parent or the Borrower have incurred any material liabilities other than:

(a)by entering into or under the Transaction Documents or otherwise in connection with the Transaction Documents and the transactions contemplated therein;

(b)those arising under or in connection with the Investor Documents;

(c)Transaction Costs and/or establishment and administration costs; and

(d)liabilities for Tax and other customary liabilities for a holding company.

15.16 Insolvency

In the case of the Parent and the Borrower, none of the circumstances set out in clause 19.6 (Insolvency) and clause 19.7 (Insolvency Proceedings) is (subject to the exceptions set out therein) outstanding with respect to it or any of its material assets.

15.17 Underlying Finance Documents

(a)The copies of the Underlying Finance Documents provided to the Facility Agent and the Lenders under this Agreement are complete, accurate and up-to-date as at the date of this Agreement.

(b)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, the Underlying Shareholders' Agreement Summary provided to the Facility Agent and the Lenders as a condition precedent, is complete, accurate and up-to-date as at the date of this Agreement.

(c)The Underlying Finance Documents contain all the material terms of all the agreements and arrangements between the Underlying Issuer and the Borrower in the Borrower's capacity as noteholder of the Underlying Notes.

(d)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, the Underlying Shareholders' Agreement contains all material terms between the Underlying Seller and the Underlying Issuer relating to the Underlying Transaction.

(e)The Borrower is in compliance (in all material respects) with its obligations under the Underlying Finance Documents, to the extent that failure to do so would, or would be reasonably likely to, be materially adverse to the interests of the Lenders under the Finance Documents.

(f)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, the Borrower is not aware of:

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(i)any breach by the Underlying Issuer of its obligations under the terms of the Underlying Finance Documents or any circumstance which would allow any party to terminate the Underlying Finance Documents; or

(ii)any breach by the Underlying Seller or the Underlying Target of their obligations under the terms of the Underlying Shareholders' Agreement or any circumstance which would allow any party to terminate the Underlying Shareholders' Agreement.

(g)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, no default or circumstance which, with the passage of time or the giving of notice, would constitute a default by the Underlying Issuer under the Underlying Finance Documents and which would constitute a defense to the obligations of the Underlying Issuer under the Underlying Finance Documents has occurred and/or is continuing.

(h)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, no default or circumstance which, with the passage of time or the giving of notice, would constitute a default by the Underlying Issuer under the Underlying Shareholders' Agreement and which would constitute a defense to the obligations of the Underlying Issuer, the Underlying Seller or the Underlying Target under the Underlying Shareholders' Agreement has occurred and/or is continuing.

(i)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, there are no claims of set-off or any other claims of the Underlying Issuer against it, which would or could diminish or adversely affect the obligations of the Underlying Issuer to advance or fund its obligations in accordance with the Underlying Finance Documents.

(j)Unless otherwise disclosed to the Facility Agent prior to the First Utilisation Date, to the Borrower's knowledge, there are no claims of set-off or any other claims of the Underlying Seller or the Underlying Target against the Underlying Issuer, which would or could diminish or adversely affect the obligations of the Underlying Issuer or the Underlying Seller or the Underlying Target to advance or fund its obligations in accordance with the Underlying Shareholders' Agreement.

15.18 Sanctions

(a)Each of the Parent and Company has conducted its businesses in compliance with applicable Anti-Corruption Law.

(b)Neither the Parent or Company or any of their respective directors or officers or, to the Parent or Company’s best knowledge (after due and careful inquiry), any of the Parent or Company’s employees, affiliates, agents or representatives:

(i)is a Sanctioned Person;

(ii)has engaged in any transaction, activity or conduct that could reasonably be expected to result in its being designated as a Sanctioned Person;

(iii)is currently engaging in any transaction, activity or conduct that could result in a violation of applicable Economic Sanctions Law;

(iv)has received notice of, or is otherwise aware of, any claim, action, suit, proceedings or investigation involving it with respect to Economic Sanctions Law; and/or

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(v)is acting on behalf of or at the direction of any Sanctioned Person in connection with the Facility.

(c)Any provision of paragraphs (a) and (b) above shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation and, in such case, the legality, validity and enforceability of paragraphs (a) and (b) above shall not otherwise be affected.

(d)The Borrower has not knowingly accepted funding or the advancement of any monies from a Sanctioned Party.

15.19 Repetition

The representations and warranties in this clause 15 are made on the date of this Agreement and shall be deemed repeated on the First Utilisation Date and the last day of each Interest Period by reference to the facts and circumstances existing on such date provided that:

(a)the representations and warranties set out in clause 15.13 (Information Package) shall only be made on the date of issue of the Information Package;

(b)the representations and warranties set out in clause 15.18 (Sanctions) shall only be made on the date of this Agreement;

(c)subject to paragraph (d) below, the representations and warranties set out in this clause 15 as being made by the Parent shall only be made by the Parent on the date of this Agreement, the date of first entry by the Parent into the Security Documents to which it is a party and any related security confirmation or extension; and

(d)other than paragraph (c) of clause 15.17 (Underlying Finance Documents), the representations and warranties set out in clause 15.17 (Underlying Finance Documents) shall only be made on the date of this Agreement.

15.20 Qualifications

Any representation or warranty made on or before the First Utilisation Date in respect of matters relating to the Underlying Target Group (or any member thereof) shall be qualified by:

(a)the actual knowledge and awareness of the Borrower giving that representation or warranty (which shall not include the knowledge and/or awareness of the management of any member of the Underlying Target Group); and

(b)the contents of any due diligence report delivered to the Arranger from time to time.

16.Information undertakings

The undertakings in this clause 16 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

16.1 Financial Statements

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders if requested by the Facility Agent) as soon as they are available, but in any event within 180 days (or in respect of (i) any Financial Year ending on or prior to the first anniversary of the First Utilisation Date or (ii) the first Financial Year end following any change in financial year end, 210 days) after the end of each Financial Year ending after the First Utilisation Date, the financial statements of the Borrower for that Financial Year.

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16.2 Requirements as to Financial Statements

Each set of Annual Financial Statements shall be certified by a director or manager of the Borrower as fairly representing in all material respects (to the extent reasonably expected of accounts not subject to audit procedures) the financial condition and operations of the Borrower as at the date as at which and for the period for which those financial statements were drawn up.

16.3 Change in Accounting Position

(a)Unless otherwise agreed by the Facility Agent (such approval not to be unreasonably withheld or delayed), each set of Annual Financial Statements shall be prepared in all material respects in accordance with the applicable Accounting Principles consistently applied provided that, in relation to any such set of financial statements, if there has been a material change as regards the accounting principles or accounting practices applied by the Borrower, as the case may be, when compared to the Original Accounting Principles, the Borrower shall notify the Facility Agent accordingly (unless the Facility Agent has been notified of the relevant change in relation to a previous set of Annual Financial Statements, as the case may be) and, if requested by the Facility Agent, a director or manager of the Borrower shall deliver to the Facility Agent a description of any change necessary for those financial statements to reflect in all material respects the Original Accounting Principles.

(b)The Borrower shall notify the Facility Agent if it changes its financial year end from 31 December (other than, for the avoidance of doubt, to avoid a financial year end falling on a day which is not a Business Day and/or to ensure that a financial year end falls on a particular day of the week).

16.4 Compliance Certificate

(a)The Borrower shall supply a Compliance Certificate to the Facility Agent within 8 Business Days of receipt of each Underlying Compliance Certificate delivered with the relevant annual and half-year financial statements pursuant to the terms of the Underlying Subscription Agreement (provided that, for the avoidance of doubt, the Borrower may in addition elect to supply a Compliance Certificate at any other time).

(b)Each Compliance Certificate shall:

(i)append the Underlying Compliance Certificate;

(ii)contain the information and computations required by the form of Compliance Certificate set out in Schedule 5 (Form of Compliance Certificate); and

(iii)confirm that, so far as the Borrower is aware, no Default has occurred and is continuing or, if a Default has occurred and is continuing, what Default has occurred and the steps being taken to remedy that Default.

(c)Each Compliance Certificate shall be signed by one director or manager.

16.5 Miscellaneous Information

(a)The Borrower will promptly upon becoming aware of or receiving them, as the case may be, deliver to the Facility Agent for distribution to the Lenders:

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(i)copies of each document received by the Borrower (in its capacity as an Underlying Noteholder) from the Underlying Issuer pursuant to condition 13 (Information Undertakings) of the Underlying Notes;

(ii)a notification that it (in its capacity as an Underlying Noteholder) is a "Defaulting Noteholder" (as that term is defined in the Underlying Approved Transfer Letter);

(iii)details of any litigation, arbitration, administrative or regulatory proceedings which are reasonably likely to be adversely determined against the Borrower and which would, if so adversely determined, have a Material Adverse Effect;

(iv)a copy of all documents of a general nature dispatched by the Borrower to its creditors generally (other than in the ordinary course of business);

(v)such information in respect of the property secured under the Security Documents (other than in relation to any Underlying Finance Documents) as the Facility Agent or Security Agent may from time to time reasonably request;

(vi)such other financial information relating to the performance of the Borrower as the Facility Agent may from time to time reasonably request;

(vii)a notification of any voluntary or mandatory prepayment in respect of the Underlying Notes;

(viii)a notification that an "Event of Default" under and as defined in the Underlying Notes has occurred; and

(ix)a copy of any "Target Group Disposals Notice" or "Disposals of Target Shares Notice" (each as defined in the Underlying Notes) received by the Borrower (in its capacity as an Underlying Noteholder) from the Underlying Issuer pursuant to condition 5.2 (Receipts) of the Underlying Notes.

(b)In respect of any Fund Shareholder of the Back-Lever Borrower as at the First Utilisation Date which did not have audited annual financial statements and/or latest quarterly report available prior to the First Utilisation Date, the delivery of such item promptly on such document becoming available.

(c)Upon becoming aware of a new Fund Shareholder, the Borrower shall, as soon as reasonably practicable, deliver (to the extent available) a copy to the Facility Agent of each Fund Due Diligence Document in respect of that Fund Shareholder.

16.6 Underlying Finance Documents

The Borrower shall supply to the Facility Agent:

(a)promptly upon becoming aware of it, the details of:

(i)any breach under the Underlying Shareholders' Agreement;

(ii)any circumstance which would allow any party to terminate the Underlying Shareholders' Agreement; or

(iii)any circumstance which, with the passage of time or the giving of notice, would constitute a default by the Underlying Issuer under the Underlying Shareholders' Agreement and which would constitute a defense to the

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obligations of the Underlying Issuer to make distributions to shareholders thereunder;

(b)promptly upon becoming aware of it, any claims of set-off or any other claims of the Underlying Issuer against the Borrower, which would or could diminish or adversely affect the obligations of the Underlying Issuer to advance or fund its obligations in accordance with the Underlying Finance Documents; and

(c)promptly upon becoming aware of it, any claims of set-off or any other claims of the Underlying Seller or the Underlying Target against the Underlying Issuer, which would or could diminish or adversely affect the obligations of the Underlying Issuer or the Underlying Seller or the Underlying Target to advance or fund its obligations in accordance with the Underlying Shareholders' Agreement.

16.7 Notification of Default

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

(b)Promptly upon a request by the Facility Agent, if the Facility Agent has reasonable grounds for believing an Event of Default has occurred and is continuing, the Borrower shall supply to the Facility Agent a certificate signed by two authorised signatories on its behalf certifying that, so far as the Borrower is aware, no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

16.8 Know Your Customer Requirements:

(a)If:

(i)the introduction of or any change in any law or regulation made after the date on which it became a Finance Party under this Agreement;

(ii)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a New Lender; or

(iii)any change in the status of the Borrower or the composition of any of the legal or beneficial shareholders of the Borrower after the date on which it became a Finance Party under this Agreement,

obliges the Facility Agent, the Security Agent, any Lender or (in the case of paragraph (ii) above) any prospective New Lender to comply with know your customer or similar identification procedures in respect of the Borrower in circumstances where the necessary information is not already available to it (or, in the case of paragraph (ii) above, the Existing Lender), the Borrower shall promptly, upon the request of the Facility Agent, the Security Agent or any Lender, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of the Security Agent or any Lender) or any Lender (for itself or on behalf of any prospective New Lender provided that such New Lender has entered into a confidentiality undertaking as required by clause 20.8 (Disclosure of Information)) in order for the Facility Agent, the Security Agent, such Lender or such prospective New Lender to carry out and be satisfied with the results of all necessary know your customer or other similar checks it is required by law or regulation to carry out pursuant to the transactions contemplated in the Finance Documents.

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(b)Each Lender shall promptly, upon the request of the Facility Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any other Finance Party) in order for the Facility Agent, the Security Agent or such other Finance Party to carry out and be satisfied with the results of all necessary know your customer or similar other checks in relation to any person that it is required to carry out pursuant to the transactions contemplated in the Finance Documents.

16.9 Restrictions

(a)Notwithstanding any other term of the Finance Documents all reporting and other information requirements in the Finance Documents shall be subject to any confidentiality, legal, regulatory or other restrictions relating to the supply of information concerning the Parent, the Borrower, any Fund Shareholder or the Underlying Group or otherwise binding on any member of the Underlying Group, the Parent, the Borrower or any Fund Shareholder, including in respect of the Underlying Target Group, any applicable laws and/or regulations.

(b)Notwithstanding any other term of the Finance Documents, in respect of any financial statements or other information relating to the Underlying Subscription Agreement (or any information (including any calculation) or document derived, or to be derived, from such financial statements or other information (Derived Information)), the Borrower shall only be required to provide such financial statements or information as the Borrower has received in its capacity as "Noteholder" under the Underlying Subscription Agreement or such Derived Information that can be prepared on the basis of such financial statements or information received.

17.Accounts

17.1 Designation of Accounts

(a)On and from the First Utilisation Date, the Borrower must maintain the following bank accounts in the name of the Borrower:

(i)a current account designated the "Collection Account"; and

(ii)a deposit account designated the "Cash Collateral Account",

in each case subject to Transaction Security.

(b)Subject to paragraph (c) below, the Borrower also may maintain any other bank account(s) which are subject to Transaction Security.

(c)The Borrower may maintain other bank account(s) so long as the aggregate amount standing to the credit of such bank account(s) at any time is equal to or less than EUR 25,000 (or equivalent in any other currency or currencies).

17.2 Collection Account

(a)The Borrower has sole signing rights in relation to the Collection Account.

(b)(i) The Borrower must ensure that all amounts received by it in its capacity as noteholder of the Underlying Notes from the Underlying Issuer are promptly deposited into the Collection Account.

(ii) Unless otherwise prohibited by the terms of the Finance Documents, the Borrower may deposit other amounts into the Collection Account at any time.

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(c)Except as provided in clause 9.4 (Partial Payments) and subject to paragraph (d) below, on each Required Account Sweep Date, the Borrower must (or (at the Borrower's discretion) at any other time, the Borrower may) apply amounts standing to the credit of the Collection Account, in the following order:

(i)firstly, in or towards payment pro rata of any unpaid amounts owing to the Facility Agent or the Security Agent under the Finance Documents;

(ii)secondly, in or towards payment pro rata to the Facility Agent for the Lenders of any accrued interest and fees due but unpaid under this Agreement;

(iii)thirdly, if the Underlying Interest Period immediately prior to that Required Account Sweep Date was an Underlying Distribution Block Interest Period under and as defined in the Underlying Subscription Agreement or if any amount is required to be applied in prepayment in accordance with clause 7 (Prepayment) (other than clause 7.1 (Voluntary Prepayments)), in or towards payment pro rata to the Facility Agent for the Lenders of any principal due but unpaid under this Agreement; and

(iv)fourthly, any surplus may be applied by the Borrower at its sole discretion in any manner not prohibited by this Agreement or remain standing to the credit of the Collection Account,

in each case, to the extent such amounts are standing to the credit of the Collection Account.

(d)Notwithstanding paragraph (c) above, the Borrower, at any time, may withdraw amounts from the Collection Account:

(i)for the purposes of complying with clause 19.1 (Payment Default), clause

19.14 (Acceleration) or any mandatory prepayment pursuant to clause 7 (Prepayment); or

(ii)which are Available Funds for any purpose not prohibited by this Agreement, provided that:

(A)from (and including) the end of any Underlying Interest Period until (and including) the Account Sweep Date for that Underlying Interest Period, the interest received in cash by the Borrower pursuant to the Underlying Subscription Agreement in respect of that Underlying Interest Period may only be withdrawn if such amounts have been applied pursuant to paragraph (c) above;

(B)any amounts required to be applied in prepayment pursuant to clause 7.6 (Mandatory prepayment: Underlying Redemption) but has not yet been applied in prepayment shall be excluded from the Available Funds for the purposes of this paragraph (c)(ii);

(C)no PIK Interest Amount is outstanding at that time;

(D)the Underlying Interest Period at that time is not an Underlying Distribution Block Interest Period; and

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

(iii)for the purpose of making any payment permitted pursuant to clause 18.14(b)(i) or 18.14(b)(iii) (Dividends and Payments).

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(e)At any time, the aggregate of all amounts standing to the credit of the Collection Account pursuant to paragraph (c)(iv) above less the aggregate of those amounts standing to the credit of the Collection Account at that time:

(i)which are required to be applied in mandatory prepayment pursuant to clause 7.5 (Mandatory prepayment: Permitted Sale) or clause 7.6 (Mandatory prepayment: Underlying Redemption); and

(ii)which are amounts that the Borrower has elected to withdraw from the Collection Account and deposit into the Cash Collateral Account pursuant to clause 7.3 (Mandatory Prepayment: ENI Group Spread Trigger,

are Available Funds.

17.3 Cash Collateral Account

(a)The Borrower has sole signing rights in relation to the Cash Collateral Account.

(b)The Borrower may deposit other amounts into the Cash Collateral Account at any time.

(c)If the Borrower elects to deposit the LTV Amount into the Cash Collateral Account pursuant to clause 7.3 (Mandatory Prepayment: ENI Group Spread Trigger), the Borrower shall maintain the required LTV Amount in the Cash Collateral Account until such time as the ENI Group Spread Trigger Event ceases to be continuing, save to the extent such amount is reduced to be applied in prepayment pursuant to clause 7.3 (Mandatory Prepayment: ENI Group Spread Trigger).

(d)Notwithstanding the above paragraphs, no deposit of the LTV Amount is required if, at the time an ENI Group Spread Trigger Event occurs, the Back-Lever Ratio does not exceed the Required Ratio as at the most recent Accounting Date (on the basis that the ENI Group Spread Trigger Event was continuing on such Accounting Date) and Back-Lever LTV is equal to or lower than 62.0 per cent..

(e)Subject to paragraph (c) above, any amounts standing to the credit of the Cash Collateral Account may be withdrawn by the Borrower at any time and be applied towards any purpose.

18.General Undertakings

The undertakings in this clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

18.1 Authorisations and Consents

Subject to the Reservations and the Perfection Requirements, the Parent and the Borrower will obtain, comply with and promptly renew from time to time and maintain in full force and effect all material Authorisations, in each case to the extent required under any applicable law or regulation to enable it to perform its material obligations under the Finance Documents to which it is party.

18.2 Taxes

The Borrower will promptly pay all Taxes imposed by any agency of any state upon it or any of its assets, income or profits or any transactions undertaken or entered into by it (save in the event of a bona fide dispute with regard to any Tax in respect of which proper provision has, if appropriate, been made in the accounts of the Borrower), in each case where failure to do so would have a Material Adverse Effect.

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18.3 Maintenance of Status and Authorisation

The Parent and the Borrower will:

(a)obtain all authorisations and make all filings necessary under applicable law to enable it to carry on its business (and take all reasonable steps necessary to ensure that the same are in full force and effect), in each case where failure to do so would have a Material Adverse Effect; and

(b)comply in all material respects with laws binding upon it, in each case where failure to do so would have a Material Adverse Effect.

18.4 Pari Passu Ranking

The Borrower will ensure that its payment obligations under each of the Finance Documents at all times rank at least pari passu in right of payment with all its other present and future unsecured and unsubordinated indebtedness (actual or contingent) except indebtedness preferred by laws of general application.

18.5 Further Assurance

Subject to the terms of the Security Documents, the Parent and the Borrower shall promptly do all such acts (including making filings and registrations) and 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)):

(a)to complete the Perfection Requirements in relation to the Security created or intended to be created by it under or evidenced by the Security Documents (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); and/or

(b)if an Acceleration Event has occurred and is continuing, to facilitate the realisation of its assets which are, or provided they have been perfected, are intended to be, the subject of the Transaction Security.

18.6 Merger

The Borrower shall not enter into any amalgamation, demerger or merger.

18.7 Financial Indebtedness

(a)Except as permitted under paragraph (b) below the Borrower shall not incur or allow to remain outstanding any Financial Indebtedness.

(b)Paragraph (a) above does not apply to:

(i)Financial Indebtedness arising under or pursuant to the Finance Documents or the Investor Documents; and

(ii)Financial Indebtedness permitted by clause 18.8 (Loans or Credit) and clause 18.13 (No Guarantees or Indemnities).

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18.8 Loans or Credit

(a)Except as permitted under paragraph (b) below, the Borrower shall not make or permit to be outstanding any loans or grant any credit representing Financial Indebtedness.

(b)Paragraph (a) above does not apply:

(i)in respect of the Underlying Notes and/or Underlying Subscription Agreement;

(ii)to loans or extensions of credit to the extent the amount thereof would be permitted under:

(A)clause 18.13 (No Guarantees or Indemnities) if such loans or extensions of credit were made by third parties under the guarantee of the Borrower; and/or

(B)clause 18.17 (Share Capital) as a subscription for share capital; or

(iii)to any loans or credit, provided that each of the following apply:

(A)such loans or credit are funded directly or indirectly with the proceeds of (without double counting) any Equity Contribution and/or Available Funds which would otherwise have been permitted to be distributed pursuant to clause 18.14(b)(ii) (Dividends and Payments);

(B)no contingent or actual liabilities arise as a result of the making of such loan or credit; and

(C)the making of such loan or providing such credit would not result in a breach of the Required Ratio.

18.9 Negative Pledge

The Parent and the Borrower shall not create or permit to subsist any Security on or over the whole or any part of its undertaking or assets (present or future) except for the following:

(a)any Security arising under or pursuant to the Finance Documents;

(b)any Security to which the Facility Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent;

(c)liens, rights of set-off, retention of title, conditional sale agreements, trust relationships or other Security arising by operation of law or regulation or by contract, in each case in the ordinary course of trading (provided that if such Security has arisen as a result of any default on the Borrower, such default does not subsist for a period of more than 20 days);

(d)any Security arising by operation of law or regulation, by contract or under general business conditions, in each case by virtue of the provision of general banking, overdraft facilities (including any cash pooling, net balance, balance transfer or similar arrangements) or custodial services or as otherwise required by the relevant bank under its standard terms and conditions for operation of the relevant accounts or facilities (including, but not limited to, any custodian account in respect of the Underlying Notes);

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(e)any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process and any other Security arising in connection with court proceedings which are contested by the Borrower in good faith;

(f)any Security arising by operation of law in respect of Taxes being contested in good faith or required to be created in favour of any Tax or other government authority or organisation in order to appeal against or otherwise challenge Tax assessments and/or claims in good faith;

(g)any netting or set-off arrangement entered into by the Borrower pursuant to a derivative transaction permitted under the terms of this Agreement; or

(h)payments into court or any Security arising in connection with any legal proceedings being contested by any member of the Borrower or Parent in good faith (including Security arising under any court order or injunctions or security for costs).

18.10 Acquisitions

The Borrower shall not acquire any business or any shares or equivalent ownership interests in (or make capital contributions to) any entity.

18.11 Joint Ventures

The Borrower shall not enter into or permit to subsist any new investment in any joint venture or similar arrangement (including minority interest investments) entered into by the Borrower with any other person (each a Joint Venture).

18.12 Disposals

The Borrower shall not, whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time, sell, transfer, lease out or otherwise dispose (in each case, a disposal) its interest in the Underlying Notes under the Underlying Subscription Agreement other than by way of a Permitted Sale.

18.13 No Guarantees or Indemnities

(a)Except as permitted under paragraph (b) below, the Borrower shall not grant or permit to subsist any guarantee in respect of Financial Indebtedness of any other person.

(b)Paragraph (a) above does not apply to the following guarantees in respect of Financial Indebtedness:

(i)guarantees contained in or granted under or pursuant to the Finance Documents and the Investor Documents; and

(ii)any guarantee given in the ordinary course of business in respect of the Underlying Notes and/or the Underlying Subscription Agreement.

18.14 Dividends and Payments

(a)Except as permitted under paragraph (b) below, the Borrower shall not:

(i)declare, make or pay any dividend, charge, fee or other distribution (or cash interest on any unpaid dividend, fee or distribution) on or in respect of its share capital (or any class thereof);

(ii)repay or distribute any dividend or share premium reserve;

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(iii)make payments of any kind in respect of any Investor Document provided that, for the avoidance of doubt, nothing in the Finance Documents shall prohibit the roll-up or capitalisation of any amount due in respect of and/or pursuant to any Investor Document;

(iv)pay any management, advisory or other similar fee to any of the direct or indirect shareholders of the Borrower (excluding any such amount paid under or pursuant to a Finance Document);

(v)redeem, repurchase, defease, retire or repay any of its share capital; or

(vi)acquire for consideration any warrants issued by it.

(b)Paragraph (a) above shall not apply to any payment or transaction which is to be made, entered into or used directly or indirectly (or to facilitate any such step or payment):

(i)to enable a Holding Company of the Borrower (or any other person owned or established for the purpose of or otherwise in connection with any direct or indirect debt or equity investment in the Borrower) to:

(A)pay Taxes, duties or similar amounts;

(B)pay fees, expenses and other costs incurred in acting as, or maintaining its existence as, a holding company of the Group or arising by operation of law or in the ordinary course of administration of its business as a holding company of the Group (including remuneration payable to employees, directors and officers) up to an amount equal to EUR1,500,000 per annum; and/or

(C)meet substance requirements for Tax purposes;

(ii)to fund a payment otherwise prohibited under paragraph (a) above so long as:

(A)such payment is made from Available Funds;

(B)no Event of Default has occurred and is continuing at the time of payment or would be continuing immediately following the making of the payment;

(C)no PIK Interest Amount is outstanding at the time of payment; and

(D)no Underlying Distribution Block has occurred and is continuing (in accordance with the terms of the Underlying Subscription Agreement) at the time of the payment; or

(iii)any payment expressly permitted by the terms of any Finance Document.

18.15 Change of Business

The Borrower shall ensure that no substantial change is made to the general nature of the business of the Borrower from that carried on at the First Utilisation Date (other than pursuant to any acquisition, disposal or transaction permitted by the terms of this Agreement).

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18.16 Arm's Length Transactions

(a)The Borrower shall not enter into any material transaction with any person except on arm's length terms.

(b)The following transactions shall not be a breach of this clause 18.16:

(i)any transaction entered into on terms more favourable to the Borrower than on arm's length terms; and/or

(ii)any payments or other transactions or arrangements of a type contemplated or otherwise permitted under clause 18.14 (Dividends and Payments on Subordinated Debt); and

(iii)any transaction constituting or relating to an Equity Contribution.

18.17 Share Capital

The Borrower shall not issue or allot any share capital or other securities convertible into share capital other than any Equity Contribution.

18.18 Holding Companies

The Parent and the Borrower shall not carry on any material business other than:

(a)in the case of the Parent, the holding of shares and other equity interests in the Borrower and making of loans to the Borrower;

(b)the maintenance of a head office, related activities and other customary holding company activities and services;

(c)the activities contemplated by clause 18.14 (Dividends and Payments on Subordinated Debt);

(d)the entry into, and the performance of its obligations and the exercise of its rights under:

(i)the Finance Documents;

(ii)the Transaction Documents; and

(iii)the Investor Documents;

(e)incurring liabilities for or in connection with Taxes and making claims (and receipt of related proceeds) for rebates or indemnification in respect of Taxes;

(f)incurring liabilities arising by operation of law;

(g)holding cash or Cash Equivalent Investments;

(h)the taking of any administrative actions necessary to maintain its existence;

(i)in connection with any litigation or court or other similar proceedings that are, in each case, being contested in good faith;

(j)any transaction constituting or relating to an Equity Contribution;

(k)providing any loans or credit pursuant to clause 18.8(b) (Loans or Credit); and/or

(l)in respect of the Borrower, in connection with being a noteholder (however so described) pursuant to the Underlying Notes and/or the Underlying Subscription Agreement.

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18.19 Sanctions

(a)Other than in respect of any Lender, the Borrower shall not knowingly accept funding or the advancement of any monies from a Sanctioned Party.

(b)The Borrower shall ensure that appropriate policies, procedures, controls and safeguards are in place designed to prevent any action being taken that would be contrary to paragraph (i) above.

(c)The Parent and Company shall conduct its businesses in compliance with all applicable Anti-Corruption Law.

(d)Any provision of paragraphs (a) to (c) above shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation and, in such case, the legality, validity and enforceability of paragraph

(m)above shall not otherwise be affected.

18.20 Underlying Subscription Agreement

(a)The Borrower shall comply in all material respects with its obligations, and diligently pursue its rights, under the Underlying Finance Documents including but not limited to all payment obligations arising thereunder, to the extent that failure to do so would, or would be reasonably likely to, be materially adverse to the interests of the Lenders under the Finance Documents.

(b)The Borrower will, at all times, exercise a reasonable degree of care, diligence and skill that a reasonably prudent noteholder would exercise under similar circumstances when acting as a noteholder in respect of the Underlying Finance Documents, so long as it shall be entitled to take into account its own commercial interests in all circumstances.

(c)In respect of:

(i)any Reserved Matter, the Borrower shall promptly (and in any event within five Business Days) notify the Facility Agent in writing of the execution of such amendment, waiver or consent; and

(ii)any other amendment, waiver or consent in respect of the Underlying Finance Documents or, to the extent the Borrower is aware of it, the Underlying Shareholders Agreement, the Borrower shall notify the Agent on or before the date required for the next financial statements to be delivered to the Facility Agent pursuant to clause 16.1 (Financial Statements),

and, in each case, at the same time furnish to the Facility Agent copies of all such executed documents and other documents executed or delivered in connection therewith (to the extent not already provided).

(d)The Borrower may not, either directly or indirectly take nor permit any action:

(i)which would jeopardize the existence or enforceability of the Underlying Finance Documents, or result in the termination of any such document, the termination of which could reasonably be expected to be materially adverse to the interests of the Lenders under the Finance Documents; or

(ii)which would, or could reasonably be expected to affect the legality, validity or enforceability of the "Security Documents" (as defined in the Underlying Subscription Agreement).

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(e)The Borrower shall not amend and/or waive the terms of the Underlying Consent Letter or enter into any other agreement which overrides the terms of the Underlying Consent Letter, in each case without the consent of the Agent (acting on the instructions of the Majority Lenders).

18.21 Standstill Period

During the Standstill Period, the Borrower undertakes to consult with the Lenders as to its plan for taking enforcement action in respect of the Underlying Notes and to provide the Lenders with any information that is relevant to the same.

18.22 Reserved Matters

(a)The Borrower shall promptly (and in any event within two Business Days of receipt) notify the Facility Agent upon receipt of any written request received by it for any amendment, waiver or consent under the Underlying Notes in relation to a Reserved Matter (a Relevant Request), including the relevant Response Deadline.

(b)By no later than two Business Days prior to the applicable Response Deadline for a Relevant Request (the Back-Lever Response Date), the Facility Agent shall notify the Borrower whether or not the Majority Lenders have instructed the Borrower to decline the applicable Relevant Request, or, in the case of an Enforcement Reserved Matter, to accept the applicable Relevant Request.

(c)If the Majority Lenders have (in accordance with paragraph (b) above) instructed the Borrower to decline the applicable Relevant Request (or, in the case of an Enforcement Reserved Matter, to accept the applicable Relevant Request), the Borrower shall (on or before the applicable Response Deadline) either:

(i)decline such Relevant Request or, in the case of an Enforcement Reserved Matter, to accept such Relevant Request; or

(ii)if the Borrower has provided evidence to the Facility Agent of a binding commitment to purchase or transfer Lenders' Commitments (in accordance with the terms of this Agreement) (the Relevant Purchased Commitments) such that:

(A)on the basis of the previous voting intention of each other Lender in respect of that Relevant Request in accordance with paragraph (b) above; and

(B)assuming the Relevant Purchased Commitments were excluded when considering whether the Majority Lender threshold had been met in respect of paragraph (b) above for that Relevant Request,

the Majority Lenders would not have instructed the Borrower to decline (or, in the case of an Enforcement Reserved Matter, accept) that Relevant Request in accordance with paragraph (b) above, the Borrower may vote in respect of such Relevant Request in its absolute discretion.

(d)Unless the Facility Agent (acting on the instructions of the Majority Lenders) has confirmed, the Borrower may not accept a Relevant Request (or decline an enforcement request in respect of the Underlying Notes) prior to the applicable Back-Lever Response Date.

(e)Nothing in this Agreement will prohibit the Borrower from:

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(i)if the Facility Agent has not notified the Borrower on or before the Back- Lever Response Deadline in respect of a Relevant Request, accepting (or, in the case of an Enforcement Reserved Matter, declining) that Relevant Request;

(ii)declining a Relevant Request at any time (other than in respect of an Enforcement Reserved Matter); or

(iii)exercising their sole discretion in respect any matters in relation to the Underlying Notes and/or Underlying Subscription Agreement to the extent such matter is not a Reserved Matter.

(f)In this Agreement:

An Enforcement Reserved Matter means a Reserved Matter pursuant to paragraph (ix) of that definition;

A Response Deadline is, in relation to any Relevant Request, the date on which the Borrower is required to respond to such Relevant Request pursuant to the terms of the Underlying Notes and/or Underlying Subscription Agreement (as applicable); and

A Reserved Matter means any amendment, waiver or consent of the following:

(i)

(A)a reduction (including by way of set off, or a change in the calculation of which would result in a reduction) in the amount of any payment of principal, 'Margin' (as defined in the Underlying Finance Documents) and/or fees of a recurring nature (including any prepayment fees or make whole amount) to the extent such reduction would reduce the amount the Borrower is required to prepay the Loans in accordance with clause 7 (Prepayment) (other than clause 7.1 (Voluntary Prepayments)));

(B)an extension to the date of any payment of principal, interest and/or fees of a recurring nature (including any extension or waiver of any cash sweep and (to the extent such extension would result in a corresponding extension of any prepayment fees or make whole in respect of the Facility) any prepayment fees or make whole amount);

(C)a change in currency of any payment of principal, interest and/or fees of a recurring nature or of any prepayment fees or make whole amount; or

(D)a reduction, limitation or adverse variation in the rights afforded to the Borrower in its capacity as 'subscriber; under the acceleration provision of the Underlying Finance Documents or a permanent relinquishment, limitation or adverse variation of any right which arises as a result of an event of default under the Underlying Finance Documents,

in each case, in respect of the Underlying Notes;

(ii)any of the following terms of the Underlying Subscription Agreement:

(A)condition 16.2 (Payment Default) of the Underlying Notes;

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(B)condition 16.7 (Insolvency) of the Underlying Notes;

(C)condition 16.8 (Insolvency Proceedings) of the Underlying Notes;

(D)condition 16.9 (Similar Events Elsewhere) of the Underlying Notes;

(E)condition 16.11 (Cessation of Business) of the Underlying Notes;

(F)condition 16.3(a) (Breach of other Obligations) of the Underlying Notes;

(G)condition 16.5 (Invalidity, Unlawfulness and Repudiation) of the Underlying Notes, only to the extent that such event of default under the Underlying Finance Documents could reasonably be expected to materially and adversely affect the rights of the Finance Parties (taken as a whole);

(H)condition 16.3(b) (Breach of Other Obligations) of the Underlying Notes but only in respect of condition 15.25 (Investment Agreement and Shareholders' Agreement) of the Underlying Notes and only to the extent such condition applies to the Underlying Shareholders' Agreement;

(I)condition 16.6 (Cross Default) of the Underlying Notes (other than conditions 16.6(b) and 16.6(c) (Cross Default) of the Underlying Notes); or

(J)condition 16.6(b) (Cross Default) of the Underlying Notes only to the extent that such condition applies to either:

(aa) insolvency, insolvency, insolvency proceedings, similar events elsewhere, cessation of business, invalidity or unlawfulness and repudiation (however so described) in relation to the applicable Financial Indebtedness of the Underlying Group; or

(bb) the acceleration of Financial Indebtedness of the Underlying Group;

(iii)the definition of “Event of Default” or “Default” as defined in the Underlying Notes insofar as it would result in an amendment, waiver or consent of the conditions listed in paragraph (ii) above;

(iv)condition 14 (Financial covenant) of the Underlying Notes and each definition set out in that clause of the Underlying Notes;

(v)the definition of “Lock-Up Interest Coverage Ratio” or “Lock-Up Leverage Ratio” as defined in the Underlying Notes;

(vi)condition 15.25 (Investment Agreement and Shareholders’ Agreement) of the Underlying Subscription Agreement, only to the extent it applies to the Underlying Shareholders' Agreement;

(vii)any matter listed in paragraph (a) of clause 5.4 (Exceptions) of the Underlying Approved Transfer Letter;

(viii)any matter listed in paragraph (b) of clause 5.4 (Exceptions) of the Underlying Approved Transfer Letter, to the extent such amendment,

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waiver or consent would be materially adverse to the interests of the Lenders (as a whole); or

(ix)the taking of enforcement action in respect of the Underlying Notes .

18.23 Subordination

(a)Definitions

For the purposes of this clause 18.23:

Borrower Insolvency Event means, in relation to the Borrower:

(i)any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of the Borrower, a moratorium is declared in relation to any indebtedness of the Borrower or an administrator is appointed to the Borrower;

(ii)any composition, compromise, assignment or arrangement is made with any of its creditors;

(iii)the appointment of any liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower or any of its assets; or

(iv)any analogous procedure or step is taken in any jurisdiction;

Debt means the Senior Debt and the Junior Debt;

Junior Debt means all liabilities payable or owing by the Borrower to the Parent;

Senior Debt means all liabilities at any time due, owing or incurred by the Borrower or the Parent to any Secured Party under the Finance Documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or surety or in some other capacity);

Senior Discharge Date means the date on which the Senior Debt is discharged in full;

Subordinated Shareholder Loan Agreement means an agreement evidencing an Equity Contribution (as specified in paragraph (b) of that definition); and

Subordination Period means the period beginning on the date of this Agreement and ending on the Senior Discharge Date.

(b)Permitted payments

(i)Before the Senior Discharge Date, the Parent shall not receive and retain payment of any amount due and payable to it in respect of the Junior Debt unless the payment is permitted pursuant to paragraph (c)(ii) below.

(ii)The Borrower may make payments, and the Parent may receive and retain payments, in respect of the Junior Debt where such payment is not restricted pursuant to the terms of this Agreement.

(c)Undertakings

(i)Except as provided below, the Parent undertakes to the Finance Parties not to:

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(A)demand or receive payment of, or any distribution in respect or on account of or by way of set-off of, any Junior Debt, whether in cash or in kind from any source;

(B)allow any Junior Debt to be discharged;

(C)allow to exist or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any Junior Debt;

(D)allow any Junior Debt to be evidenced by a negotiable instrument (other than, for the avoidance of doubt, any subordinated loan notes); or

(E)exercise its rights in respect of the Junior Debt in any manner that would cause the Borrower to be in breach of its obligations under the Finance Documents;

(ii)Notwithstanding paragraph (c)(i) above, the Parent may do anything prohibited by paragraph (c)(i) above if:

(A)the Facility Agent (acting on the instructions of the Majority ▇▇▇▇▇▇▇, acting reasonably) agrees in writing;

(B)it is not prejudicial to the interests of the Finance Parties; or

(C)it is permitted under the Finance Documents.

(d)Turnover of non-permitted recoveries

(i)If at any time prior to the Senior Discharge Date, other than as permitted under the Finance Documents:

(A)the Parent receives a payment or distribution in respect of any of the Junior Debt from the Borrower; or

(B)the Parent receives the proceeds of any enforcement of any Security or any guarantee or other assurance against financial loss for any Junior Debt,

the Parent must hold the amount received by it (up to a maximum of an amount equal to the Senior Debt) on trust for the Secured Parties and (within 10 Business Days) pay that amount (up to that maximum) to the Security Agent for application against the Senior Debt in the order provided for under this Agreement and the other Finance Documents.

(ii)If, for any reason, any of the Junior Debt is discharged in any manner other than as allowed under this Agreement, the Parent must (within ten Business Days) pay an amount equal to the amount discharged to the Security Agent for application against the Senior Debt in the order provided for under this Agreement and the other Finance Documents.

(iii)In relation to any jurisdiction the courts of which would not recognise or give effect to any trust expressed to be created by this clause, the relationship of the Secured Parties to the Parent shall be construed as one of principal and agent.

(e)Consents

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(i)The Parent will not have any remedy against the Borrower or any Finance Party by reason of any transaction entered into between a Finance Party and the Borrower (including any Finance Document) which may conflict with or constitute a default under a Subordinated Shareholder Loan Agreement.

(ii)Any waiver or consent granted at the request of the Borrower by or on behalf of any Secured Party in respect of any Finance Document or a Subordinated Shareholder Loan Agreement to which it is a party will also be deemed to have been given (on equivalent terms) by the Parent, if any transaction or circumstances would, in the absence of that waiver or consent by the Parent, conflict with a term of or constitute a default under a Subordinated Shareholder Loan Agreement.

(f)Non-competition

Until:

(i)the Senior Discharge Date; or

(ii)the Security Agent otherwise

the Parent will not under any circumstance:

(A)be subrogated to any rights, security or moneys held, received or receivable by any Secured Party (or the Security Agent or any trustee or other agent on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Parent's liability under any Finance Document; or

(B)claim, rank, prove or vote as a creditor of any person or estate in competition with any Secured Party (or the Security Agent or any trustee or other agent on its behalf) other than in making any claim (which is not in competition with any Secured Party) following a Borrower Insolvency Event; or

(C)receive, claim or have the benefit of any payment, distribution or security from or on account of any person in connection with the Junior Debt (except for distributions which are permitted under clause 9.3 (Distributions) and clause 23.1 (Order of application) of this Agreement).

(g)Security notices and acknowledgments

(i)The Borrower and the Parent each gives notice and acknowledges notice of, and consents (if required) to, the Security granted by the Borrower and the Parent over all of its rights (if any) under a Subordinated Shareholder Loan Agreement, effected in favour of Security Agent under the Security Documents.

(ii)The Borrower and the Parent each confirms that, as at the date of this Agreement, it has not received notice of any other Security granted over the Borrower's or the Parent's rights under a Subordinated Shareholder Loan Agreement.

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19.Events of Default

Each of the following events or circumstances set out in this clause 19 is an Event of Default.

19.1 Payment Default

The Borrower fails to pay on the due date (a Relevant Payment Date) any amount payable by it under any of the Finance Documents at the place and in the currency at or in which it is expressed to be payable unless, in relation to any payment (other than (A) a Standstill Payment (B) the payment required under clause 5.5(b)(ii) (Pre-Funding) or

(C) in respect of any prepayment pursuant to clause 20.10(a)(i) (Replacement of Lender)), the payment is made within 25 Business Days (or, if paragraph (i) below is complied with, 35 Business Days) of that Relevant Payment Date provided that:

(i)reasonable evidence of a capital call has been made to its Equity Investors has been delivered to the Facility Agent within 25 Business Days of that Relevant Payment Date; and

(ii)within 5 Business Days of that Relevant Payment Date, the Borrower has procured that (to the extent available) all amounts standing to the credit of the Collection Account and the Cash Collateral Account are applied (to the extent required) towards such amount which is payable on that Relevant Payment.

19.2 Breach of other Obligations

The Parent or the Borrower fails to observe or perform any of its obligations or undertakings under any of the Finance Documents (other than those referred to in clause 19.1 (Payment Default) and, if such failure is capable of remedy, is not remedied within 20 Business Days of the board of directors (or equivalent management body) of the Borrower or the Parent becoming aware of the relevant matter

Ashurst Facility Agreement Ares Dino HoldCo 2 Sarl acting as Borrower Ares Dino TopCo 2 Sarl acting as Parent Alter Domus Agency Services (UK) Limited acting as Facility Agent Alter Domus Trustees (UK) Limited acting as Security Agent

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