Exhibit 10.1

EXECUTION VERSION

$250,000,000

CREDIT AGREEMENT

Dated as of April 11, 2018

among

WISDOMTREE INVESTMENTS, INC.

as the Parent and U.S. Borrower,

WISDOMTREE INTERNATIONAL HOLDINGS LTD

as the English Borrower,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Administrative Agent, Collateral Agent, L/C Issuer and Lender

and

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

CREDIT SUISSE SECURITIES (USA) LLC

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

as Joint Lead Arrangers and Joint Bookrunners,

and

ROYAL BANK OF CANADA,

BMO CAPITAL MARKETS,

FIFTH THIRD BANK

and

PNC CAPITAL MARKETS LLC

as Co-Lead Arrangers,

and

STANDARD CHARTERED BANK

as Co-Arranger

and

BANK OF AMERICA, N.A.

as Syndication Agent

TABLE OF CONTENTS

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ii

iii

SCHEDULES

EXHIBITS

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CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of April 11, 2018, among WISDOMTREE INVESTMENTS, INC., a Delaware corporation (the “ Parent ” and in its capacity as a borrower under the Revolving Credit Facility, the “ U.S. Borrower ”), WISDOMTREE INTERNATIONAL GROUP, INC., a Delaware corporation and a direct Subsidiary of the Parent (“ U.S. Midco ”), WISDOMTREE INTERNATIONAL HOLDINGS LTD, a company incorporated under the laws of England and Wales with registered number 11046784 and a direct Subsidiary of U.S. Midco (the “ English Borrower ” and, together with the U.S. Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent, L/C Issuer and Lender (such terms and each capitalized term not defined in this preamble or the preliminary statements below have the meaning provided in Section  1.01 ) and each lender from time to time party hereto (collectively, the “ Lenders ” and, individually, a “ Lender ”).

PRELIMINARY STATEMENTS

The English Borrower intends to acquire (the “ Acquisition ”) the entire issued share capital of Electra Target Holdco Limited, a private company incorporated in Jersey with registered number 125128 (the “ Acquired Business ”), pursuant to that certain Share Sale Agreement dated as of November 13, 2017 (together with the schedules and exhibits thereto, and as the same may be amended, supplemented or otherwise modified from time to time, the “ Acquisition Agreement ”), among the Parent, the English Borrower and ETF Securities Limited, a private company incorporated in Jersey with registered number 88370 (the “ Seller ”).

In connection with the foregoing, the Borrowers have requested that the Lenders extend certain credit facilities in an aggregate principal amount of $250,000,000, consisting of (i) Initial Term A Loans to be made available to the English Borrower on the Closing Date in an aggregate principal amount of $200,000,000 and (ii) Multicurrency Revolving Credit Commitments (which Multicurrency Revolving Credit Commitments shall include a sub-facility as set forth herein with respect to Letters of Credit) to be made available to the Borrowers in an aggregate principal amount of $50,000,000.

The English Borrower shall use the proceeds of the Initial Term A Loans, together with borrowings by the English Borrower and/or the Parent Borrower under the Revolving Credit Facility on the Closing Date (if any) and the Closing Date Contribution, solely (a) to fund the Acquisition and (b) to pay the Transaction Expenses.

The Lenders have indicated their willingness to lend and each L/C Issuer (as defined below) has indicated its willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.     Defined Terms . As used in this Agreement (including in the preamble and preliminary statements hereto), the following terms shall have the meanings set forth below:

“ ABR ” means the highest of (a) the rate of interest determined by the Agent as its prime rate in effect at its principal office in New York City (the “ Prime Rate ”) and notified to the applicable Borrower, (b) the Federal Funds Effective Rate from time to time plus 0.50% per annum and (c) the 1-month LIBOR Rate (as defined below, and taking into account the floor) plus 1.00% per annum.

“ ABR Loan ” means a Loan that bears interest based on the ABR.

“ Acquired Business ” has the meaning set forth in the preliminary statements to this Agreement.

“ Acquisition ” has the meaning set forth in the preliminary statements to this Agreement.

“ Acquisition Agreement ” has the meaning set forth in the preliminary statements to this Agreement.

“ Acquisition Agreement Representations ” means the representations and warranties made by or on behalf of the Seller with respect to the Acquired Business and its subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the English Borrower (or any of its Affiliates) has the right, pursuant to the Acquisition Agreement, to terminate its (or their) obligations under the Acquisition Agreement (or decline to consummate the Acquisition) as a result of a breach of such representations and warranties in the Acquisition Agreement.

“ Additional Lender ” has the meaning set forth in Section  2.14(c) .

“ Additional Refinancing Lender ” means, at any time, any Person that is not (w) a Disqualified Lender, (x) a Defaulting Lender, (y) a natural Person or (z) the Parent or any of its Subsidiaries, in each case, that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment or Replacement Term Loans Amendment in accordance with Section  2.15 ; provided that each Additional Refinancing Lender shall be subject to the approval of (i) the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, to the extent that each such Additional Refinancing Lender is not an Affiliate of a then-existing Lender or an Approved Fund, (ii) the Parent and (iii) in the case of a Refinancing Amendment in respect of the Revolving Credit Loans, each L/C Issuer.

“ Administrative Agent ” means Credit Suisse AG, Cayman Islands Branch, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include the Collateral Agent.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and account as set forth on Schedule  10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent with respect to any Lender.

“ AdvisorEngine ” means AdvisorEngine, Inc., a Delaware corporation.

“ Affected Class ” has the meaning set forth in Section  3.07(a) .

“ Affected Casualty Event ” has the meaning set forth in Section  2.05(b)(ix) .

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“ Affected Disposition ” has the meaning set forth in Section  2.05(b)(ix) .

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents or their respective lending Affiliates shall be deemed to be an Affiliate of the Parent or any of its Subsidiaries.

“ Agent Parties ” has the meaning set forth in Section  10.02(b) .

“ Agent-Related Persons ” means the Agents and their respective Affiliates and the respective officers, directors, employees, partners, trustees, agents, advisors, attorneys-in-fact and other representatives of each of the foregoing.

“ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, the UK Security Trustee and the Arrangers.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreed Alternative Currency ” has the meaning assigned to that term in Section  2.04(b) .

“ Agreed Guaranty and Security Principles ” means, with respect to any Non-U.S. Subsidiary incorporated or formed under the laws of any jurisdiction, that a guaranty of any of the Obligations (including pursuant to the Subsidiary Guarantee) or a pledge or grant of a security interest in an asset (including Equity Interests) otherwise required to be pledged under this Agreement or any other Loan Document, in each case shall not be required to be given by such Subsidiary to the extent that such guaranty, pledge or grant:

(a)    is prohibited by or in breach of or could reasonably be expected to be in breach of (i) any Requirement of Law (including, but not limited to, any exchange control, financial assistance, corporate benefit, corporate interest, minimum capitalization, fraudulent conveyance, “interest stripping”, transfer pricing, thin capitalization, retention of title or similar laws, rules or regulations) or (ii) any Contractual Obligation in effect as of the Closing Date (or, if later, the date such Subsidiary is formed or acquired so long as not incurred in contemplation thereof (or contractual obligations not more restrictive in any material respect, solely in the case of limitations and restrictions impacting guarantees, pledges, security interests and assets, than those in existence at such earlier time));

(b)    would require consent, approval, license or authorization from any Governmental Authority (including supervisory board, works council, regulator or regulatory board (or equivalent), or other external body) to provide a guarantee, pledge or grant (unless such consent, approval, license or authorization has been received);

(c)    could reasonably be expected to result in a risk of (i) breach of the fiduciary duties of, or personal civil or criminal liability on the part of, any of any such Non-U.S. Subsidiary’s officers, directors, employees or similar persons or (ii) criminal liability on the part of any such Non-U.S. Subsidiary;

(d)    could reasonably be expected to result in material adverse tax consequences (including in relation to interest deductibility, stamp duty and the possibility to form a fiscal unity) to the Parent or any of its Restricted Subsidiaries as determined in good faith by the Parent in consultation with the Administrative Agent; or

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(e)    could reasonably be expected to result in costs (including stamp duty, VAT, notarization and registration fees) or other consequences that would be excessive in relation to the benefits afforded thereby, as determined in good faith by the Parent and the Administrative Agent.

“ Agreement ” means this Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“ Agreement Currency ” has the meaning set forth in Section  10.24 .

“ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, an ABR floor greater than 1.00% or a LIBOR Rate floor greater than 0.00% (with such increased amount being equated to interest margins in accordance with this defined term for purposes of determining any increase to the Applicable Margin) or otherwise, in each case incurred or payable by the U.S. Borrower or the English Borrower, as the case may be, generally to all the Lenders of such Indebtedness; provided that (i) upfront fees and OID shall be equated to an interest rate assuming a three-year life to maturity, (ii) “All-In Yield” shall not include any structuring fees, syndication fees, ticking fees, unused line fees, commitment fees, amendment fees, underwriting and arranger fees, other similar fees and other fees in each case not paid generally to all Lenders in the primary syndication of such Indebtedness, (iii) if and to the extent such Indebtedness was originally issued with OID or upfront fees and was subsequently repriced through an amendment in connection with which no additional OID or upfront fees were incurred, the OID or upfront fees with respect to the original issuance of such Indebtedness will be taken into account and (iv) if any such Indebtedness constitutes fixed-rate Indebtedness, the fixed rate coupon of such Indebtedness shall be swapped to a floating rate on a customary matched-maturity basis, and the All-In Yield of such fixed-rate Indebtedness on a floating rate basis shall be reasonably determined in a customary manner by the Administrative Agent based on customary financial methodology in consultation with the applicable Borrower (or, if the Administrative Agent declines (or is unable) to determine such All-In Yield or the appropriate floating rate swap on a matched-maturity basis, as reasonably determined in a customary manner based on customary financial methodology by a financial institution reasonably acceptable to the Administrative Agent and the applicable Borrower.

“ Alternative Currency ” means at any time, Euros, Sterling and any Agreed Alternative Currency.

“ Alternative Currency Alternate Rate ” means, with respect to any Alternative Currency in any jurisdiction, the rate of interest per annum notified to the Administrative Agent by that Lender as soon as practicable after notice is given under Section  3.02 , and in any event before interest is due to be paid in respect of the applicable Interest Period, based on the cost to that Lender of funding its participation in that LIBOR Rate Loan. Notwithstanding anything to the contrary contained herein, LIBOR Rate Loans may be made or maintained as Daily Rate Loans only to the extent specified in Section  3.02 .

“ Alternative Currency Loan ” means any Loan denominated in a currency other than U.S. Dollars.

“ Annual Financial Statements ” means the audited consolidated balance sheets and related statements of income and cash flows of the Parent and its subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017.

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“ Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213, §§ 101-104), as amended, the UK Bribery Act of 2010 and any other anti-corruption laws, rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over the Parent or the English Borrower or any Consolidated Party.

“ Anti-Money Laundering Laws ” means all applicable financial recordkeeping and reporting requirements and statutes, in each case, related to terrorism financing or money laundering, and the rules and regulations thereunder, in each case, issued, administered or enforced by any Governmental Authority having jurisdiction over the Parent or the English Borrower or any Consolidated Party, or to which the Parent, the English Borrower or any Consolidated Party is subject.

“ Applicable Currency ” means as to any particular payment or Loan, U.S. Dollars or the Alternative Currency in which it is denominated or is payable.

“ Applicable Facility Fee Percentage ” means (a) until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Parent ending after the Closing Date pursuant to Section  6.01 , a rate per annum of 0.50% and (b) thereafter, the rate per annum set forth in the table below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section  6.02(a) :

Any increase or decrease in the Applicable Facility Fee Percentage resulting from a change in the Total Leverage Ratio or the corporate family rating pursuant to clause (ii) of the below proviso shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section  6.02(a) ; provided that, (i) at the option of the Required Lenders (following written notice by the Administrative Agent to the applicable Borrower(s)), the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered (after giving effect to any applicable grace periods) but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section  8.01(a) or 8.01(f) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (ii) if at any time the Parent obtains a corporate family rating from each of Moody’s and S&P of at least BBB- (stable outlook or better) and Baa3 (stable outlook or better), respectively, then, the applicable pricing level shall be level 3 even if the Total Leverage Ratio exceeds 1.25: 1.00 and, for the avoidance of doubt, upon achieving a Total Leverage Ratio equal to or less than 0.75: 1.00, the pricing level shall be level 4.

Notwithstanding the foregoing, (x) the Applicable Facility Fee Percentage in respect of any Class of Extended Revolving Credit Commitments or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant

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Extension Amendment, (y) the Applicable Facility Fee Percentage in respect of any Revolving Credit Commitment Increase or any Class of Incremental Revolving Credit Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment and (z) the Applicable Facility Fee Percentage in respect of any Class of Refinancing Revolving Credit Commitments or any Class of Refinancing Revolving Credit Loans shall be the applicable percentages per annum set forth in the applicable Refinancing Amendment.

“ Applicable Designee ” means any Affiliate of a Lender designated thereby from time to time with the consent of the Administrative Agent (which such consent shall not be unreasonably withheld or delayed) to fund all or any portion of such Lender’s Multicurrency Revolving Commitment Percentage of Multicurrency Revolving Credit Loans (and L/C Obligations) under this Agreement. As of the Closing Date, the Applicable Designees of each Multicurrency Revolving Credit Lender are set forth on Schedule 1.01(c) (which schedule may be updated from time to time upon written notice by any such Lender to the Administrative Agent).

“ Applicable Margin ” means a percentage per annum equal to:

(a) in the case of Initial Term A Loans,

(i)    until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Parent ending after the Closing Date pursuant to Section  6.01 , (1) for LIBOR Rate Loans, 1.75% and (2) for ABR Loans, 0.75%, and

(ii)    thereafter, the percentages per annum set forth in the table below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section  6.02(a) :

(b) in the case of Multicurrency Revolving Credit Loans and Letters of Credit fees,

(i)    until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter of the Parent ending after the Closing Date pursuant to Section  6.01 , (1) for LIBOR Rate Loans, 1.25% and (2) for ABR Loans, 0.25%, and

(ii)    thereafter, the percentages per annum set forth in the table below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section  6.02(a) :

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Any increase or decrease in the Applicable Margin for Initial Term A Loans, Multicurrency Revolving Credit Loans and Letters of Credit respectively resulting from a change in the Total Leverage Ratio or the corporate family rating pursuant to clause (ii) of the below proviso shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section  6.02(a) ; provided that, (i) at the option of the Required Lenders (following written notice by the Administrative Agent to the applicable Borrower(s)), the highest pricing level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered (after giving effect to any applicable grace periods) but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section  8.01(a) or 8.01(f) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) and (ii) if at any time the Parent obtains a corporate family rating from each of Moody’s and S&P of at least BBB- (stable outlook or better) and Baa3 (stable outlook or better), respectively, then, the applicable pricing level shall be level 3 even if the Total Leverage Ratio exceeds 1.25: 1.00 and, for the avoidance of doubt, upon achieving a Total Leverage Ratio equal to or less than 0.75: 1.00, the pricing level shall be level 4. For the avoidance of doubt, the applicable pricing level at any given time for Multicurrency Revolving Credit Loans shall be the same pricing level for the Applicable Facility Fee Percentage at such time.

Notwithstanding the foregoing, (v) the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (w) the Applicable Margin in respect of any Revolving Credit Commitment Increase, New Revolving Credit Commitment, any Class of Incremental Term Loans or any Class of Incremental Revolving Credit Loans shall be the applicable percentages per annum set forth in the relevant Incremental Amendment, (x) the Applicable Margin in respect of any Class of Replacement Term Loans shall be the applicable percentages per annum set forth in the applicable Replacement Term Loans Amendment, (y) the Applicable Margin in respect of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving Credit Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the applicable Refinancing Amendment and (z) in the case of the Initial Term A Loans, the Applicable Margin shall be increased as, and to the extent necessary, to comply with the provisions of Section  2.14 .

In the event that any financial statement or certificate delivered pursuant to Section  6.01 or 6.02(a) is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations

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under this Agreement are outstanding (other than contingent obligations in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time), and such inaccuracy, if corrected, would have led to the application of a different Applicable Margin for any period (an “ Applicable Period ”) that was higher than the Applicable Margin applied for such Applicable Period, then (x) the Parent shall immediately deliver to the Administrative Agent a correct Compliance Certificate required by Section  6.02(a) for such Applicable Period(s) and (y) the applicable Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Periods minus any decreased Applicable Margin, if any, for such Applicable Periods. Nothing in this paragraph shall limit the rights of the Administrative Agent or any Lender under Section  2.08(b) or Article VIII .

“ Applicable Requirements ” means, in respect of any Indebtedness, that such Indebtedness satisfies the following requirements:

(a)    such Indebtedness shall not mature earlier than the date that is 91 days after the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Indebtedness (which, in the case of customary bridge loans, shall be determined by reference to the final maturity of the notes, loans or demand securities into which such bridge loans are to be exchanged or converted, or refinanced with the Net Proceeds of, as applicable, and other than customary offers to repurchase or mandatory prepayments upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);

(b)    the holders of such Indebtedness may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments with Net Proceeds of the type described in paragraph (a) of the definition thereof);

(c)    such Indebtedness does not have mandatory prepayment categories that are not applicable to the Initial Term A Loans;

(d)    such Indebtedness shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans outstanding at the time of incurrence of such Indebtedness;

(e)    if such Indebtedness is secured by Liens on the Collateral that are junior in priority to the Liens securing the Obligations, a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Customary Intercreditor Agreement (or any existing Customary Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Borrowers and the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral on a junior lien basis);

(f)    if such Indebtedness is subordinated in right of payment to the Obligations, then such Indebtedness shall be subordinated on terms reasonably satisfactory to the Administrative Agent;

(g)    to the extent such Indebtedness is secured by any property or assets of any U.S. Loan Party, it shall not be secured by any property or assets of any U.S. Loan Party other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral);

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(h)    such Indebtedness shall not be guaranteed by any Person other than any Loan Party that guarantees or is otherwise an obligor with respect to the Obligations of the U.S. Borrower; and

(i)    the other terms and conditions of such Indebtedness shall be as agreed between the applicable U.S. Loan Party and the lenders providing such Indebtedness.

“ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class and (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Multicurrency Revolving Credit Lenders.

“ Approved Bank ” has the meaning set forth in clause  (c) of the definition of “Cash Equivalents”.

“ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“ Approved Member State ” means Belgium, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.

“ Arrangers ” means Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), in their capacity as joint lead arrangers and joint bookrunners under this Agreement.

“ Assignee ” has the meaning set forth in Section  10.07(b) .

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit I hereto or any other form approved by the Administrative Agent and the Borrower.

“ Attorney Costs ” means and includes all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external legal counsel.

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Auto-Extension Letter of Credit ” has the meaning set forth in Section  2.03(b)(iii) .

“ Available Amount ” means, at any date (the “ Reference Date ”), an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a)    50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first full fiscal quarter of the Parent commencing after the Closing Date to the end of the most recently ended Test Period as of such date, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

(b)    100% of the aggregate amount of contributions to the common capital of the Parent (other than from any of its Restricted Subsidiaries) or the Net Proceeds of the issuance of Qualified Equity Interests of the Parent (other than to any of its Restricted Subsidiaries), in each case received in cash and Cash Equivalents after the Closing Date, in each case other than Excluded Contributions, plus

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(c)    to the extent not (i) included in the calculation of Consolidated Net Income above or (ii) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by the Parent or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date in respect of Investments in such Unrestricted Subsidiary or Minority Investments made by the Parent or any Restricted Subsidiary up to the amount of the Investment made in reliance on the Available Amount, plus

(d)    to the extent not (i) included in the calculation of Consolidated Net Income above or (ii) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash repayments of principal received by the Parent or any Restricted Subsidiary from any Minority Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date in respect of loans or advances made by the Parent or any Restricted Subsidiary to such Minority Investments or Unrestricted Subsidiaries up to the amount of the loans or advances made in reliance on the Available Amount, plus

(e)    to the extent not (i) included in the calculation of Consolidated Net Income above, (ii) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (iii) required to be applied to prepay Term Loans in accordance with Section  2.05(b)(ii) , the aggregate amount of all Net Proceeds received by the Parent or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any Minority Investment or Unrestricted Subsidiary during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date, in each case, in respect of Investments made by the Parent or any Restricted Subsidiary in, or loans or advances made by the Parent or any Restricted Subsidiary to, such Unrestricted Subsidiary or Minority Investments up to the aggregate amount of the Investments and/or loans and advances made in reliance on the Available Amount, plus

(f)    in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, consolidation or amalgamation of an Unrestricted Subsidiary into the Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment made in such Unrestricted Subsidiary pursuant to Section 7.02(r) (or the assets transferred), as determined in good faith of the Borrower at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, consolidation or amalgamation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), plus

(g)    the aggregate amount of Declined Proceeds since the Closing Date, minus

(h)    any amount of the Available Amount used to make Investments pursuant to Section  7.02(r) after the Closing Date and prior to such time.

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“ Available Multicurrency Revolving Credit Commitment ” means, as to any Multicurrency Revolving Credit Lender at any time an amount equal to the excess, if any, of (a) such Lender’s Multicurrency Revolving Credit Commitment over (b) the sum of (i) the aggregate Effective Amount of then outstanding Multicurrency Revolving Credit Loans made by such Lender and (ii) such Lender’s Multicurrency Revolving Credit Pro Rata Share of the Effective Amount of L/C Obligations then outstanding.

“ Availability Period ” means, with respect to the Multicurrency Revolving Credit Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date of the Multicurrency Revolving Credit Facility, (b) the date of termination of the aggregate Multicurrency Revolving Credit Commitments pursuant to Section  2.06 , and (c) the date of termination of the commitment of each Multicurrency Revolving Credit Lender to make Multicurrency Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section  8.02 .

“ Bail-in Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank ” means any Person that is a Lender, Agent or an Arranger, or an Affiliate of any of the foregoing, at the time it enters into a Secured Hedge Agreement or a Treasury Services Agreement (notwithstanding that such Bank may cease to be a Lender, an Agent, an Arranger or an Affiliate of any of the foregoing after entering into a Secured Hedge Agreement or a Treasury Services Agreement), as applicable, in its capacity as a party thereto and that (other than in the case of an Agent, Arranger or Affiliate of the foregoing) has been specifically designated a “Bank” with respect to such Secured Hedge Agreement or Treasury Services Agreement, as applicable, in a writing from the applicable Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender, Agent or Arranger) that delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections  9.11 , 10.05 , 10.08 , 10.15 , 10.16 and 10.20 and Article  IX as if it were a Lender.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ Bona Fide Debt Fund ” means any Person that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any competitor of Parent and/or any of its Subsidiaries or (b) any Affiliate of such competitor, but with respect to which no personnel involved with any investment in such competitor or Affiliate (i) makes, has the right to make or participates with others in making any investment decisions with respect to such Person or (ii) has access to any information (other than information that is publicly available) relating to Parent or its Subsidiaries or any entity that forms a part of the business of the Parent or any of its Subsidiaries.

“ Borrower ” and “ Borrowers ” have the respective meanings set forth in the preamble to this Agreement.

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“ Borrower Materials ” has the meaning set forth in Section  6.01(d) .

“ Borrowing ” means a Revolving Credit Borrowing or a Term Borrowing, as the context may require.

“ Business Day ” means (i) as it relates to any payment, determination, funding or notice to be made or given in connection with any U.S. Dollar-denominated Loan, or otherwise to be made or given to or from the Administrative Agent, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, or are in fact closed; provided , however , that when used in connection with a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market; provided , further , that when used in connection with any Letter of Credit, the term “Business Day” shall also exclude any day on which commercial banks in the city in which the respective L/C Issuer for such Letter of Credit is domiciled are required by law to close and (ii) as it relates to any payment, determination, funding or notice to be made or given in connection with any Alternative Currency Loan, any day (A) on which dealings in deposits in the Alternative Currency are carried out in the London interbank market, (B) on which commercial banks and foreign exchange markets are open for business in London, New York City, and the principal financial center for such Alternative Currency, and (C) with respect to any such payment, determination or funding to be made in connection with any Alternative Currency Loan denominated in Euros, on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) System payment system launched on November 19, 2007 or any successor settlement system is open.

“ Capitalized Leases ” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“ Cash Collateral ” has the meaning set forth in Section  2.03(g) .

“ Cash Collateral Account ” means a blocked account at a commercial bank selected by the Administrative Agent, in the name of the Administrative Agent and under the sole dominion and “control” (within the meaning of the UCC) of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

“ Cash Collateralize ” and “ Cash Collateralization ” have the meaning set forth in Section  2.03(g) .

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by any Consolidated Party:

(a)    U.S. Dollars, Euros, Sterling, any other Agreed Alternative Currencies, any national currency of any Approved Member State, and any local currencies in which the Parent or any of its Subsidiaries transact business from time to time in the ordinary course of its business;

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(b)    readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States or any Approved Member State having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States or the applicable Approved Member State is pledged in support thereof;

(c)    time deposits or eurodollar time deposits with, insured certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by, any commercial bank that (i) is a Lender or (ii)(A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 in the case of any U.S. Bank or $100,000,000 in the case of any non-U.S. bank (any such bank in the foregoing clause  (i) or (ii)  being an “ Approved Bank ”), in each case with maturities not exceeding 12 months from the date of acquisition thereof;

(d)    commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing transactions) and rated A-1 (or the equivalent thereof) or better by S&P or Prime-1 (or the equivalent thereof) or better by Moody’s, in each case with maturities of not more than 24 months from the date of acquisition thereof;

(e)    marketable short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrowers) and, in each case, maturing within 24 months after the date of creation or acquisition thereof;

(f)    repurchase obligations for underlying securities of the types described in clause  (b) , (c) or (e)  above entered into with any Approved Bank;

(g)    readily marketable direct obligations with average maturities of 24 months or less from the date of acquisition issued by any state, commonwealth or territory of the United States, or any political subdivision or taxing authority thereof, in each case having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(h)    Investments (other than in structured investment vehicles and structured financing transactions) with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(i)    securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;

(j)    Investments, classified in accordance with GAAP as current assets of any Consolidated Party, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses  (a) through (i)  above;

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(k)    instruments equivalent to those referred to in clauses (a) through (i) above denominated in Euros, Sterling, any other Agreed Alternative Currencies, any national currency of any Approved Member State, and any local currencies in which the Parent or any of its Subsidiaries transact business from time to time in the ordinary course of its business or any other foreign currency comparable in credit quality and tenor to the foregoing and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction;

(l)    investment funds investing at least 95% of their assets in securities of the types described in clauses  (a) through (j)  above; and

(m)    investments permitted pursuant to any investment policy approved by the board of directors of the Parent from time to time and consistent with past practices.

“ Cash Management Obligations ” means obligations owed by any Consolidated Party to any Bank in respect of any overdraft and related liabilities arising from treasury, depository, credit card, debit card and cash management services or any automated clearing house transfers of funds, in each case, pursuant to a Treasury Services Agreement, in each case, to the extent designated by the applicable Borrower and such Bank as “Cash Management Obligations” in writing to the Administrative Agent. The designation of any Cash Management Obligations shall not create in favor of such Bank any rights in connection with the management or release of any Collateral or of the obligations of any Guarantor under the Loan Documents.

“ Casualty Event ” means any event that gives rise to the receipt by any Consolidated Party of any insurance proceeds (excluding business interruption insurance proceeds) or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“ CFC ” means a controlled foreign corporation within the meaning of Section 957 of the Code.

“ CFC Holding Company ” has the meaning set forth in the definition of “Excluded Subsidiary.”

“ Change of Control ” shall be deemed to occur if:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Equity Interests representing 35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests of the Parent; or

(b)    the Parent ceases to own, directly or indirectly, the English Borrower.

“ Class ” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Multicurrency Revolving Credit Commitments,

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Extended Revolving Credit Commitments of a given Extension Series, Refinancing Revolving Credit Commitments of a given Refinancing Series, Initial Term A Commitments, Incremental Term Commitments, Refinancing Term Commitments of a given Refinancing Series or Commitments in respect of Replacement Term Loans and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Multicurrency Revolving Credit Loans, Revolving Credit Loans under Extended Revolving Credit Commitments of a given Extension Series, Incremental Revolving Credit Loans, Revolving Credit Loans under Refinancing Revolving Credit Commitments of a given Refinancing Series, Initial Term A Loans, Extended Term Loans of a given Extension Series, Incremental Term Loans, Refinancing Term Loans of a given Refinancing Series or Replacement Term Loans. Commitments (and in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.

“ Closing Date ” means April 11, 2018.

“ Closing Date Contribution ” means (i) the contribution of cash by the Parent directly or indirectly through one or more of its Subsidiaries to the English Borrower in exchange for Equity Interests thereof and/or (ii) the making of intercompany loans by the Parent to the English Borrower, in an aggregate amount of cash equity contributions and/or intercompany loans of $53,000,000, provided that any such intercompany loans shall be subordinated in right of payment to the Obligations.

“ Closing Date Preferred Shares ” means the Parent’s Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Collateral ” means the “Collateral” as defined in the U.S. Security Agreement and all the “Collateral” or “Pledged Assets” or “Security” (or any similar or equivalent definition in any jurisdiction other than the United States), in each case as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document (but in any event excluding the Excluded Assets).

“ Collateral Agent ” means Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent under any of the Collateral Documents, or as the UK Security Trustee under the laws of England and Wales, in each case for the benefit of the Secured Parties pursuant to its appointment as the Collateral Agent in Section  9.01(b) and/or pursuant to any UK Security Document or any other agent or subagent or trustee acting for the benefit of the Secured Parties with the consent of the Administrative Agent, and any successor collateral agent or security trustee.

“ Collateral and Guarantee Requirement ” means, at any time, the requirement that (in each case, subject to, in the case of any Non-U.S. Subsidiary, the Agreed Guaranty and Security Principles):

(a)    the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date, pursuant to Section  4.01(a)(vi) , and (ii) at such time as may be designated therein, pursuant to the Collateral Documents or Sections  6.11 or 6.13 , subject, in each case, to the limitations and exceptions set forth in this Agreement, duly executed by each Loan Party party thereto;

(i)    all Obligations of the U.S. Borrower shall have been unconditionally guaranteed pursuant to the Guaranties (A) on the Closing Date, by each Restricted Subsidiary of the Parent that is a U.S. Person listed on Part A of Schedule  I hereto (other

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than any Excluded Subsidiary), and (B) after the Closing Date, by each subsequently acquired or organized Restricted Subsidiary of the Parent that is a direct or indirect Material U.S. Subsidiary (other than any Excluded Subsidiary) (such Persons described in the foregoing clauses (i)(A) and (i)(B), the “ U.S. Borrower Required Guarantors ”), and

(ii)    all Obligations of the English Borrower shall have been unconditionally guaranteed pursuant to the Guaranties (A) on the Closing Date, by the Parent, U.S. Midco and each Restricted Subsidiary of the Parent that is a U.S. Person listed on Part A of Schedule I hereto (other than any Excluded Subsidiary), (B) on the date that is 90 days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), by each Restricted Subsidiary of the Parent that is listed on Part B of Schedule I hereto (other than any Excluded Subsidiary), and (C) after the date that is 90 days after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), by each subsequently acquired or organized Restricted Subsidiary of the Parent that is a direct or indirect Material Subsidiary (other than any Excluded Subsidiary) (such Persons described in the foregoing clauses (ii)(A), (ii)(B) and (ii)(C), the “ English Borrower Required Guarantors ” and together with the U.S. Borrower Required Guarantors, the “ Required Guarantors ”);

(b)    except to the extent otherwise provided hereunder and subject to Liens permitted by Section 7.01:

(i)    subject to the Perfection Requirements, all Secured Obligations of the U.S. Borrower and the U.S. Borrower Required Guarantors shall have been secured by a first-priority security interest in (A) on the Closing Date, (I) all of the Equity Interests in each Restricted Subsidiary that is a Material U.S. Subsidiary and directly owned by the U.S. Borrower or a U.S. Borrower Required Guarantor that is party to a Guaranty on the Closing Date, and (II) 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each Material Subsidiary that is a CFC or a CFC Holding Company and directly owned by the U.S. Borrower or a U.S. Borrower Required Guarantor that is party to a Guaranty on the Closing Date (and, for the avoidance of doubt, there shall be no pledge of the Equity Interests in respect of any Subsidiary of a CFC or CFC Holding Company), and (B) after the Closing Date, (I) all of the Equity Interests in each Restricted Subsidiary that is a Material U.S. Subsidiary and directly owned by the U.S. Borrower or a U.S. Borrower Required Guarantor and (II) 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each Material Subsidiary that is a CFC or a CFC Holding Company and directly owned by the U.S. Borrower or a U.S. Borrower Required Guarantor (and, for the avoidance of doubt, there shall be no pledge of the Equity Interests in respect of any Subsidiary of a CFC or CFC Holding Company) (other than, in the case of each of the foregoing clauses (i)(A) and (i)(B) , to the extent any of such Equity Interests constitute Excluded Assets) (such Equity Interests described in the foregoing clauses (i)(A) and (i)(B), the “ U.S. Borrower Pledged Collateral ”), and

(ii)    subject to the Perfection Requirements, all Secured Obligations of the English Borrower and the English Borrower Required Guarantors shall have been secured by a first-priority security interest in (A) on the Closing Date, all of the Equity Interests in each Restricted Subsidiary that is a Material Subsidiary and directly owned by the Parent, the English Borrower or an English Borrower Required Guarantor that is party to a Guaranty on the Closing Date, and (B) after the Closing Date, all of the Equity Interests in each Restricted Subsidiary that is a Material Subsidiary and directly owned

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by the Parent, the English Borrower or an English Borrower Required Guarantor (other than, in the case of each of the foregoing clauses (ii)(A) and (ii)(B), to the extent any of such Equity Interests constitute Excluded Assets) (such Equity Interests described in the foregoing clauses (ii)(A) and (ii)(B), the “ English Borrower Pledged Collateral ” and together with the U.S. Borrower Pledged Collateral, the “ Pledged Collateral ”), in each case, subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth below and in Section  4.01 ) and the Collateral Documents;

(c)    except to the extent otherwise provided hereunder and subject to Liens permitted by Section 7.01:

(i)    subject to the Perfection Requirements, all Secured Obligations of the U.S. Borrower and the U.S. Borrower Required Guarantors shall have been secured by a perfected-first priority security interest in (A) on the Closing Date, the Collateral of the Parent and each U.S. Borrower Required Guarantor that is party to a Guaranty on the Closing Date, and (B) after the Closing Date, the Collateral of the Parent and each U.S. Borrower Required Guarantor, in each case, subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth below and in Section 4.01) and the Collateral Documents, and

(ii)    subject to the Perfection Requirements, all Secured Obligations of the English Borrower and the English Borrower Required Guarantors shall have been secured by a perfected-first priority security interest in (A) on the Closing Date, the Collateral of the Parent, the English Borrower and each English Borrower Required Guarantor that is party to a Guaranty on the Closing Date, and (B) after the Closing Date, the Collateral of the Parent, the English Borrower and each English Borrower Required Guarantor, in each case, subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt, including the limitations and exceptions set forth below and in Section 4.01) and the Collateral Documents; and

(d)    the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property (other than Excluded Assets) owned by the Parent or a Subsidiary Guarantor and required to be delivered pursuant to Sections  6.11 and 6.13 (the “ Mortgaged Properties ”) duly executed and delivered by the applicable Loan Party, (ii) a title insurance policy for such property available in each applicable jurisdiction (the “ Mortgage Policies ”) insuring the Lien of each such Mortgage as a valid first-priority Lien on the property described therein, free of any other Liens except as permitted by Section  7.01 , together with such endorsements, coinsurance and reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Parent and each other Loan Party relating thereto) and, if any improvements on any Mortgaged Property are located within an area designated a “flood hazard area,” evidence of such flood insurance as may be required under Section  6.07 , (iv) ALTA surveys in form and substance reasonably acceptable to the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the title company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements required in clause  (ii) above and (v) such legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property;

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provided , however , that (i) notwithstanding anything to the contrary herein or in any other Loan Document, neither the foregoing definition nor any other provision in this Agreement or any other the Loan Document shall be construed to require (and the Collateral Agent shall not be authorized to require) (A) the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect to any Excluded Assets, (B) the perfection of pledges of or security interests in motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a Uniform Commercial Code financing statement (or the equivalent), (C) other than with respect to any Cash Collateral Account, the perfection of pledges of or security interests in Cash and Cash Equivalents, deposit accounts, securities accounts, commodities accounts and similar accounts by means of control or any similar arrangement (including by means of control agreements), (D) with respect to Collateral of any U.S. Loan Party, the perfection of pledges of or security interests in such Collateral by any means other than (1) the filing of financing statements under the Uniform Commercial Code, (2) the filing of any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, (3) the recording of Mortgages in the applicable real estate records with respect to Mortgaged Properties, (4) the delivery to the Collateral Agent to be held in its possession of all Pledged Collateral and (5) any actions required pursuant to the Jersey SIA to be executed by the U.S. Borrower, (E) the taking of any actions (other than the actions listed in clauses (D)(1) through (D)(5) above) with respect to any assets not located in the United States other than, solely with respect to assets of the English Borrower or an English Borrower Required Guarantor organized or formed in a Covered Jurisdiction, any actions required in the jurisdiction applicable to perfection of the security interests in such assets, (F) the entering into of any security document governed by the laws of a jurisdiction other than (I) in the case of any U.S. Loan Party, a jurisdiction within the United States other than, solely in the case of U.S. Midco, the English Borrower Share Pledge and, solely in the case of the U.S. Borrower, a Jersey SIA (II) in the case of the English Borrower, England and Wales and (III) in the case of an English Borrower Required Guarantor organized or formed in a Covered Jurisdiction, the jurisdiction in which such Guarantor is organized or (G) the obtaining of landlord waivers, estoppels, collateral access letters or similar third-party agreements or consents, and (ii) the Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.

The Administrative Agent may grant extensions of time for the perfection of security interests in, or the delivery of the Mortgages and the obtaining of title insurance, surveys and other deliverables with respect to, particular assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) or any other compliance with the requirements of this definition where it reasonably determines, in consultation with the Parent, that perfection or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement, the Collateral Documents or any other Loan Documents.

“ Collateral Documents ” means, collectively, the U.S. Security Agreement, the UK Security Agreement, the English Borrower Share Pledge, the Target Share SIA, each Jersey SIA, the U.S. Intellectual Property Security Agreements, any Mortgages, collateral assignments, U.S. Security Agreement Supplements, security agreements, debentures, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section  4.01(a)(vi) , 6.11 or 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties.

“ Committed Loan Notice ” means a written notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other or (c) a continuation of LIBOR Rate Loans pursuant to Section  2.02(a) , which shall be substantially in the form of Exhibit B hereto.

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“ Commitment ” means a Multicurrency Revolving Credit Commitment, Extended Revolving Credit Commitment of a given Extension Series, Revolving Credit Commitment Increase, New Revolving Credit Commitment, Refinancing Revolving Credit Commitment of a given Refinancing Series, Initial Term A Commitment, Incremental Term Commitment, Refinancing Term Commitment of a given Refinancing Series or a Commitment in respect of Replacement Term Loans, as the context may require.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq. ), as amended from time to time, and any successor statute.

“ Common Stock ” means the common stock of the Parent, par value $0.01.

“ Compensation Period ” has the meaning set forth in Section  2.12(c)(ii) .

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit C hereto.

“ Computation Date ” has the meaning assigned to that term in Section  2.04(a) .

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated EBITDA ” means, for any period, the Consolidated Net Income for such period, plus :

(a)    without duplication and, other than with respect to amounts added back under clause (a)(xiii) or (a)(xiv), to the extent deducted (and not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Consolidated Parties:

(i)    Consolidated Interest Expense for such period;

(ii)    Taxes paid and any provision for Taxes based on income or profits or net worth or capital, including income, capital, federal, state, local, franchise and similar Taxes, property Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (including penalties and interest related to any such Tax or arising from any Tax examination) paid or accrued during such period;

(iii)    amortization (including, without limitation, amortization of OID (for avoidance of doubt, including any Transaction Expenses attributable to OID, amortization of goodwill, software and other intangible assets)), depreciation and other non-cash charges for such period (except to the extent that such non-cash charges represent an accrual or reserve for potential cash charges to be taken in the future);

(iv)    (x) extraordinary charges, expenses or losses (including legal costs in connection therewith) and (y) unusual or non-recurring charges, expenses or losses (including legal costs in connection therewith), in each case in the good faith determination of the Parent;

(v)    non-cash charges, write-downs, expenses or losses (including, without limitation, non-cash charges related to mark-to-market revaluations of held bullion and non-cash costs and/or expenses incurred pursuant to any management equity plan, stock

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option plan, or any other stock subscription or shareholder agreement and goodwill and intangible asset impairment charges); provided that, if any such non-cash charges represent an accrual or reserve for potential cash charges to be taken in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent;

(vi)    all losses on sales of assets outside the ordinary course of business;

(vii)    charges, fees, expenses, costs, losses, accruals and/or reserves of any kind attributable to the undertaking and/or implementation of operating improvements, operating expense reductions, cost savings and other similar initiatives, transitions, openings and pre-openings, business optimization, enhanced accounting functions, restructurings and integration (including, without limitation, software development, systems upgrades, closure or consolidation of facilities, curtailments, entry into new markets, strategic initiatives and contracts, consulting fees, signing costs, retention or completion bonuses, expansion and relocation expenses, severance payments, and modifications to pension and post-retirement employee benefit plans, new systems design and implementation and startup costs);

(viii)    to the extent deducted in the calculation of Consolidated Net Income, losses resulting from (x) changes in earn-out and other similar reserves, (y) changes in the valuation of deferred consideration liabilities incurred in connection with the Gold Royalty Agreement and (z) expenses and charges in connection with the granting or payment of earn-outs;

(ix)    currency translation losses;

(x)    any charges, fees, expenses, costs, losses, accruals and/or reserves of any kind attributable to or deduction that is attributable to any non-controlling interest and/or minority interest of any third party in a Restricted Subsidiary;

(xi)    non-cash costs or expenses incurred pursuant to any management equity plan, stock option plan or any other stock subscription or shareholder agreement (including any profits interest), the granting of any stock appreciation right and/or similar arrangement (including any repricing, amendment, modification, substitution or change of any such stock option, stock appreciation right, profits interest or similar arrangement);

(xii)    accruals, payments, fees and expenses (including rationalization, legal, tax, structuring and other costs and expenses, including Transaction Expenses), or any amortization thereof, associated with the Transactions and any other acquisitions (including failed acquisitions), other Investments, dividends, Permitted Reorganizations, dispositions, or any amortization thereof, outside the ordinary course of business, and issuances or amendments, modifications, waivers, repricings, refinancings, repayments or extensions of debt or equity permitted under this Agreement, in each case whether or not consummated;

(xiii)    pro forma “run rate” cost savings, operating expense reductions, and synergies (other than revenue synergies) (net of the amount of actual amounts realized) reasonably identifiable and factually supportable (in the good faith determination of the Parent and subject to certification by a Responsible Officer of the Parent) related to (x) the Transactions and projected by the Parent in good faith to result from actions that have

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been taken (including prior to the Closing Date) or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after the Closing Date and (y) any permitted asset sales, acquisitions, investments, dispositions and other specified transactions, and any operating improvements, restructurings, cost savings initiatives and other similar initiatives (including, in relation to any such foregoing initiative, the modification and renegotiation of contracts and other arrangements in connection therewith and any Permitted Reorganization) and projected by the Parent in good faith to result from actions that have been taken (including prior to completion of any specified transactions or such events or initiatives) or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after such specified transactions, events or initiatives; pro forma “run rate” shall be the full benefit associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken calculated on a Pro Forma Basis as though such cost savings, operating expense reductions and synergies (other than revenue synergies) had been fully realized on the first day of the applicable period for the entirety of such period;

(xiv)    to the extent not included in the calculation of Consolidated Net Income, proceeds of business interruption insurance;

(xv)    charges, losses or expenses to the extent indemnified, insured, reimbursed or reimbursable or otherwise covered by a third party (to the extent expected to be received by the Parent or its Restricted Subsidiaries within one year);

(xvi)    accruals and reserves that are established or adjusted (x) within 12 months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or (y) after the closing of any acquisition or investment that are so required as a result of such acquisition or investment in accordance with GAAP, or changes as a result of the adoption or modification of accounting policies;

(xvii)    effects of adjustments (including in the property and equipment, software, goodwill, intangible assets, deferred revenue, inventory fair value step-up and debt line items thereof) resulting from the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to the Transactions or any consummated acquisition or Investment;

(xviii)    letter of credit, guarantee and bankers’ acceptance fees and expenses and costs of surety bonds;

(xix)    Public Company Costs;

(xx)    add-backs, exclusions and adjustments reflected in the financial model prepared by the Parent and delivered to the Arrangers on October 27, 2017 and/or the quality of earnings report dated November 3, 2017 prepared by Ernst and Young LLP relating to the Acquired Business;

(xxi)    the cumulative effect of a change in accounting principles to the extent included in the calculation of Consolidated Net Income including, for the avoidance of doubt, a change from IFRS to GAAP accounting, whether effected through a cumulative effect adjustment, restatement or a retroactive application;

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(xxii)    any earn-out and contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise) incurred in connection with the Transactions or any consummated acquisition or Investment which is paid or accrued during such period and in connection with any similar acquisition or other Investment completed prior to the Closing Date and, in each case, adjustments thereof; and

(xxiii)    cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period solely to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; minus

(b)    without duplication and to the extent included in arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period) including non-cash gains as a result of last-in first-out and/or first-in first-out methods of accounting, (ii) any net gain from disposed, abandoned or discontinued operations or product lines, (iii) any extraordinary, unusual or non-recurring net gains, (iv) any net gain on sales of assets outside the ordinary course of business, (v) currency translation gains and (vi) the amount of any minority interest income attributable to minority interests or non-controlling interests of third parties in any non-wholly-owned Restricted Subsidiary, except to the extent such income is actually paid in cash to any Consolidated Party by dividend or other distribution during such period.

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section  1.09 .

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA for any Test Period that includes any of the fiscal quarters ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017, respectively, Consolidated EBITDA for such fiscal quarters shall be deemed to be $32,075,000, $34,921,000, $33,967,000 and $30,655,000, respectively; provided that further adjustments may be made on a Pro Forma Basis to the foregoing amounts to the extent provided in Section  1.09 .

“ Consolidated Interest Expense ” means, with respect to any Person for any period, the sum of (without duplication):

(a)    consolidated total interest expense of such Person and its Restricted Subsidiaries for such period (i) including (A) any capitalized interest, (B) any premium or fees paid to obtain payment, financial assurance or similar bonds, (C) the interest component of any payment under any Capital Lease (regardless of whether accounted for as interest expense under GAAP), (D) any commission, discount and/or other fee or charge owed with respect to any letter of credit and/or bankers’ acceptance, (E) any fee and/or expense paid to the Administrative Agent in connection with its services under the Loan Documents, or any other bank, administrative agency (or trustee) and/or financing fees and (F) any cost associated with any surety bond in connection with financing activities (whether amortized or immediately expensed) but (ii) excluding amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and other amounts of non-cash interest other than non-cash interest expense resulting solely from amortization of debt issuance cost/OID of debt (other than the Facilities and refinancings thereof) issued at less than par; plus

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(b)    any cash dividend paid or payable in respect of Disqualified Capital Stock during such period other than to such Person or any Loan Party; plus

(c)    any net payments pursuant to any Swap Contract and/or other derivative financial instrument issued by such Person for the benefit of such Person or its Restricted Subsidiaries, in each case determined on a consolidated basis for such period; minus

(d)    consolidated total cash interest income received in such period (other than interest income on customer deposits or restricted cash).

For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the net income (or loss) of the Consolidated Parties for such period, determined on a consolidated basis, without duplication, in accordance with GAAP; provided that in calculating Consolidated Net Income of the Consolidated Parties for any period, there shall be excluded (without duplication):

(a)    the net income (or loss) of any Unrestricted Subsidiary and any Person in which a Person or Persons other than the Parent and its Restricted Subsidiaries has an Equity Interest or Equity Interests to the extent of such Equity Interests held by Persons other than the Parent and its Restricted Subsidiaries in such Person, except to the extent such net income is actually paid in cash to any Consolidated Party by dividend or other distribution during such period;

(b)    except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or all or substantially all of the property or assets of such Person are acquired by a Restricted Subsidiary;

(c)    any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses;

(d)    the net income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP;

(e)    effects of adjustments (including the effects of such adjustments pushed down to the Parent’s Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes;

(f)    any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations;

(g)    any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Parent;

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(h)    any impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, the amortization of intangibles arising pursuant to GAAP and the amortization of Capitalized Software Expenditures;

(i)    any impairment charge or write-off or amortization made of any deferred financing cost and/or premium paid or other charge or loss, in each case attributable to the early extinguishment of Indebtedness (and the termination of any associated Swap Contract);

(j)    (i) any realized or unrealized non-cash gain or loss in respect of (x) any obligation under any Swap Contract not entered into for speculative purposes as determined in accordance with GAAP and/or (y) any other derivative instrument pursuant to, in the case of this clause (y), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging, and (ii) any realized or unrealized foreign currency exchange gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Swap Contracts for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk); and

(k)    any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management or other holders of Equity Interests of the Parent in connection with the Transactions.

For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section  1.09 .

“ Consolidated Parties ” means the Parent and its Restricted Subsidiaries.

“ Consolidated Total Debt ” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Consolidated Parties outstanding on such date, in an amount that would be reflected on the consolidated balance sheet of the Parent with respect to the Consolidated Parties as of such date in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition or any other acquisition permitted under this Agreement under GAAP) consisting only of (i) Indebtedness for borrowed money, (ii) unreimbursed obligations in respect of any drawn Letter of Credit or other drawn letter of credit (it being understood that any borrowing, whether automatic or otherwise, including any L/C Borrowings, to fund such reimbursement shall be counted); provided that any unreimbursed obligations in respect of any such drawn Letter of Credit or other drawn letter of credit shall not be included as Consolidated Total Debt until one (1) Business Day after such amount is due and payable by any Borrower or any Restricted Subsidiary, (iii) obligations in respect of Capitalized Leases (other than any Real Property lease that is required to be capitalized in accordance with GAAP) and other purchase money Indebtedness, (iv) debt obligations evidenced by bonds, debentures, promissory notes or other similar instruments and (v) Guarantees by the Parent or any Restricted Subsidiary of any of the foregoing; provided that “Consolidated Total Debt” shall be (a) adjusted to reflect the effect (in the good faith determination of the Parent) of any Swap Contract relating to any such Indebtedness, calculated on a mark-to-market basis and (b) for the avoidance of doubt, calculated (A) excluding (1) royalty or similar payments made in the ordinary course of business in respect of licenses, (2) accruals for payroll and other non-interest bearing liabilities incurred in the ordinary course of business, (3) intercompany Indebtedness

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among the Parent and its Restricted Subsidiaries and (4) obligations in respect of the Closing Date Preferred Shares and (B) based on the initial stated principal amount of any Indebtedness that is issued at a discount to its initial stated principal amount without giving effect to any such discounts.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning set forth in the definition of “Affiliate”.

“ Covered Jurisdictions ” means each of Canada, England and Wales, Germany, Ireland, Jersey, Luxembourg and the Netherlands, as applicable. In addition, from time to time after the Closing Date, the Parent may request (by written notice to the Administrative Agent) that one or more additional jurisdictions be added to the list of Covered Jurisdictions. In such event, such jurisdictions shall be added to (and thereafter form part of) the list of Covered Jurisdictions so long as, in each case, (x) the Guarantees and Collateral that would be provided by a Restricted Subsidiary of the Parent in the respective jurisdiction, after taking into account the Agreed Guaranty and Security Principles, shall provide credit support that is not materially less favorable to the Secured Parties than the credit support that such Secured Parties then receive from Restricted Subsidiaries in existing Covered Jurisdictions taken as a whole (as determined by the Parent and the Administrative Agent, each acting reasonably) or (y) such respective jurisdiction is otherwise reasonably acceptable to the Administrative Agent.

“ Credit Agreement Refinancing Indebtedness ” means any (a) Permitted Junior Priority Refinancing Debt, (b) Permitted Unsecured Refinancing Debt, (c) other Indebtedness incurred pursuant to a Refinancing Amendment or (d) Replacement Term Loans, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Loans (or, if applicable, unused Revolving Credit Commitments), or any then-existing Credit Agreement Refinancing Indebtedness of the applicable Borrower (or, in the case of the Parent, any such Indebtedness of the English Borrower) (the “ Refinanced Debt ”); provided that (i) such Credit Agreement Refinancing Indebtedness shall have a maturity date that is no earlier than the Latest Maturity Date (or (A) in the case of Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date and (B) in the case of any Revolving Credit Facility, the latest maturity date of any then-existing Revolving Credit Facility) at the time of incurrence and, in the case of Credit Agreement Refinancing Indebtedness consisting of loans that are not revolving Indebtedness, a Weighted Average Life to Maturity equal to or greater than that of the Refinanced Debt (after giving effect to any amortization thereof, but not any prepayments thereof, prior to the time of such Refinancing) as of the date of determination, (ii) the covenants, events of default and guarantees of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, OID and optional prepayment or redemption premiums and terms) shall be identical to, or less favorable to the lenders thereunder than, those applicable to the Refinanced Debt (other than covenants or other provisions applicable only to periods after the Latest Maturity Date (or, in the case of Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date) at the time of incurrence and terms that are contemporaneously added for the benefit of the existing Lenders), (iii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (including any tender premium and prepayment premiums) and penalties (if any) thereon and fees, expenses, OID and upfront fees incurred in connection with such Refinancing, (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued,

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incurred or obtained with the Net Proceeds received from the incurrence or issuance of such Indebtedness and any corresponding commitments shall immediately terminate, (v) such Credit Agreement Refinancing Indebtedness shall not require any mandatory repayment, redemption, repurchase or defeasance (other than in the case of notes or debentures, customary “AHYDO” payments, customary change of control, asset sale event or casualty or condemnation event offers and customary acceleration any time after an event of default) prior to the Latest Maturity Date (or, in the case of Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, the date that is 91 days after the Latest Maturity Date) at the time of such incurrence, (vi) if the Refinanced Debt is subordinated in right of payment to, or to the Liens securing, the Obligations, then any Credit Agreement Refinancing Indebtedness shall be subordinated in right of payment to, or to the Liens securing, the Obligations, as applicable, pursuant to a Customary Intercreditor Agreement and, if subordinated in right of payment, on terms reasonably satisfactory to the Administrative Agent, and (vii) with respect to Credit Agreement Refinancing Indebtedness consisting of a revolving facility, (A) such Credit Agreement Refinancing Indebtedness shall have no mandatory scheduled commitment reductions prior to the maturity date of any existing Revolving Credit Facility (or, if at such time no Revolving Credit Facility exists, the Latest Maturity Date at the time of incurrence), (B) any borrowings, repayments, prepayments and commitment reductions thereunder shall be ratable among such facility, any Revolving Credit Facility and any other such revolving facility and (C) there shall not be more than two revolving credit facilities among the revolving facilities constituting Credit Agreement Refinancing Indebtedness and any Revolving Credit Facility.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Customary Intercreditor Agreement ” means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral intended to rank equal in priority with the Liens on the Collateral securing the Obligations, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Parent, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority with the Liens on the Collateral securing the Obligations and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral intended to rank junior to the Liens on the Collateral securing the Obligations, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Parent, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral securing the Obligations.

“ Daily Rate ” means, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternative Currency Alternate Rate.

“ DAM Exchange ” means the mechanism solely among the Lenders and the Administrative Agent for the allocation and exchange of interests in the Facilities and collections thereunder established under the Re-Allocation Agreement.

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

“ Declined Proceeds ” has the meaning set forth in Section  2.05(b)(vii) .

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“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, without cure or waiver hereunder, would be an Event of Default.

Default Rate ” means an interest rate equal to (i) with respect to overdue principal amounts of any Loans, (a) the interest rate applicable to such Loans pursuant to Section 2.08(a), plus (b) 2.00% per annum , and/or (ii) with respect to any other overdue amounts, (a) the interest rate applicable to ABR Loans pursuant to Section 2.08(a), plus (b) 2.00% per annum , in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means, subject to Section  2.17(b) , any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations, within one (1) Business Day of the date required to be funded by it hereunder, unless such Lender notifies the Administrative Agent and the Parent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, (d) has failed, within two (2) Business Days after request by the Administrative Agent, to pay any amounts owing to the Administrative Agent or the other Lenders, or (e) has, or has a direct or indirect parent company that has, after the Closing Date, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) become the subject of a Bail-in Action or (iv) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) in the case of a solvent Person, the precautionary appointment of an administrator, guardian, custodian or other similar official by a Governmental Authority under or based on the Law of the country where such Person is subject to home jurisdiction supervision if any applicable Law requires that such appointment not be publicly disclosed, in any such case, where such action does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any of clauses (a)  through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section  2.17(b) ) upon delivery of written notice of such determination to the Borrower, each L/C Issuer and each Lender.

“ Designated Person ” means a person or entity:

(a)    listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

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(b)    named as a “Specially Designated National and Blocked Person” (“ SDN ”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “ SDN List ”); or

(c)    in which an entity on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

“ Disposition ” or “ Dispose ” means the sale, transfer, license tantamount to a sale, lease or other disposition (including any sale-leaseback transaction and any sale or issuance of Equity Interests (other than directors’ qualifying shares or other shares required by applicable Law) in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Equity Interest ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional shares), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the Effective Amount of the L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or (ii) as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless the Effective Amount of the L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of any Consolidated Party, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Parent or any of its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“ Disqualified Lenders ” means (a) those persons that are direct competitors of the Parent, the English Borrower and/or their respective Subsidiaries to the extent identified by the Parent or the English Borrower to the Administrative Agent by name in writing from time to time, (b) those banks, financial institutions and other Persons separately identified by the Parent to the Administrative Agent in writing prior to the Closing Date (the list of such banks, financial institutions and other Persons, the “ DQ List ”) or (c) in the case of clauses (a) or (b), any of their Affiliates, other than Bona Fide Debt Funds, that are clearly identifiable as affiliates solely on the basis of their name ( provided that the Administrative Agent shall have no obligation to carry out due diligence in order to identify such Affiliates); provided, further , that no such identification after the date hereof pursuant to clauses (a) and (b) shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in the Loans to the extent such Person was not a Disqualified Lender at the time of the applicable assignment or

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participation, as the case may be. The Administrative Agent shall not post or otherwise distribute or make available the DQ List to any Persons; provided, however , that the Administrative Agent may make the DQ List available to any Lender on a confidential basis upon request so long as such Lender agrees to keep the DQ List confidential.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)  of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a)  or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Effective Amount ” means (a) with respect to any Loans on any date, the aggregate outstanding principal U.S. Dollar Equivalent amount thereof after giving effect to any Borrowings and prepayments or repayments of Loans occurring on such date (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and (b) with respect to any outstanding L/C Obligations on any date, the U.S. Dollar Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under outstanding Letters of Credit taking effect on such date.

“ Eligible Assignee ” has the meaning set forth in Section  10.07(a)(i) .

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ English Borrower ” has the meaning set forth in the preamble to this Agreement.

“ English Borrower Pledged Collateral ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ English Borrower Required Guarantor ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ English Borrower Share Pledge ” means that certain English law pledge agreement, substantially in the form of Exhibit F-2 attached hereto.

“ Environment ” means the indoor and outdoor environment, including indoor air, ambient air, surface water, groundwater, land surface, subsurface strata or sediment, and natural resources, such as wetlands, flora and fauna, and any other environmental media.

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“ Environmental Laws ” means any applicable Law relating to the prevention of pollution or the protection of the Environment and natural resources, and the protection of health and safety as it relates to exposure to Hazardous Materials, including any applicable provisions of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. , the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. , the Clean Water Act, 33 U.S.C. § 1251 et seq. , the Clean Air Act, 42 U.S.C. § 7401 et seq. , the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. , the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq. , and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq. , and all analogous state or local statutes, and the regulations promulgated pursuant thereto.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) noncompliance with any Environmental Law including any failure to obtain, maintain or comply with any Environmental Permit, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract or agreement to the extent pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing; provided that any agreement or instrument evidencing Indebtedness convertible or exchangeable for Equity Interests shall not be deemed to be Equity Interests unless and until such Indebtedness is so converted or exchanged for Equity Interests.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414(b) or (c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an

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event or condition which constitutes grounds under Section 4042 of ERISA for, and that would reasonably be expected to result in, the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, whether or not waived, or the filing, pursuant to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for the waiver of the minimum funding standard with respect to any Pension Plan; (h) a failure by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) to make a required contribution to a Multiemployer Plan; (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would result in material liability to a Loan Party or any Restricted Subsidiary; (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party); (k) the imposition of a Lien pursuant to Section 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan; or (l) any condition that constitutes grounds for the revocation by the IRS of the qualified or Tax-exempt status of any Plan or any trust thereunder that is intended to qualify for Tax-exempt status under Section 401 or 501 of the Code.

“ 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.

“ European Insolvency Regulation ” means Council Regulation (EC) No. 1346/2000 of May 29, 2000 on Insolvency Proceedings, as amended from time to time.

“ Euro ” means the lawful currency adopted by or which is adopted by Participating Member States of the European Union.

“ Event of Default ” has the meaning set forth in Section  8.01 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Rate ” means, on any day, with respect to conversions between U.S. Dollars and any other currency, the Spot Rate; provided that if at the time of any such determination, for any reason, no such Spot Rate is being quoted, the Administrative Agent may use any reasonable method it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error. For purposes of determining the Exchange Rate in connection with an Alternative Currency Loan such Exchange Rate shall be determined as of the Exchange Rate Determination Date for such Borrowing. The Administrative Agent shall provide Borrowers with the then current Exchange Rate from time to time upon any Borrower’s request therefor.

“ Exchange Rate Determination Date ” means for purposes of the determination of the Exchange Rate of any stated amount on any Business Day in relation to any Alternative Currency Loan, the date which is two (2) Business Days prior to such LIBOR Rate borrowing.

“ Excluded Assets ” means (X) in the case of any U.S. Loan Party, (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property, (ii) motor vehicles, airplanes and other assets subject to certificates of title to the extent perfection of the security interest in such assets cannot be accomplished by the filing of a UCC financing statement (or equivalent), (iii) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement, in each case to the extent permitted under the Loan Documents, to the extent that a grant of a security interest therein would violate, invalidate or terminate

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such lease, license or agreement, purchase money, capital lease or a similar arrangement or create a right of termination in favor of any other party thereto (other than any Loan Party or any of their respective Subsidiaries), in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law and any consents that have otherwise been obtained, but excluding the proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition, provided that the limitation on pledges and security interests in this clause (iii)  shall (a) not apply to the extent any such limitation is contained in any agreement that relates to Credit Agreement Refinancing Indebtedness and (b) only apply to the extent that such limitation is otherwise permitted under Section  7.09 , (iv) any lease, license, permit, property or agreement to the extent that a grant of a security interest therein is prohibited by applicable Law (including restrictions in respect of margin stock and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), or any governmental licenses or state or local franchises, charters and authorizations and any other property or assets (other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition), or requires governmental or third party consents, approvals, licenses or authorization required pursuant to applicable Law that have not been obtained, (v) Margin Stock and Equity Interests in any Subsidiary other than wholly-owned Subsidiaries only to the extent that (a) the organizational documents or other agreements with other equity holders of such non-wholly-owned Subsidiaries do not permit the pledge of such Equity Interests (so long as such prohibition was not entered into in contemplation of the applicable Loan Party becoming a Loan Party or at the time the applicable Loan Party becomes a Loan Party) or (b) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other materially adverse consequences to any of the Loan Parties or such non-wholly-owned Subsidiary, in each case of clauses (a)  and (b) after giving effect to applicable anti-assignment provisions of the UCC or other applicable Law, (vi) any property or assets to the extent that the creation or perfection of pledges of, or security interests in, such property or assets would reasonably be expected to result in material adverse Tax consequences to any Loan Party or any Subsidiary of any Loan Party, as reasonably determined by the Parent in consultation with the Administrative Agent, (vii) any property subject to a Lien permitted by Section  7.01(s) , (u) or (z) (to the extent relating to a Lien originally permitted pursuant to Section  7.01(s) or (u) ) to the extent that the granting of a security interest in such property would be prohibited under the terms of the Indebtedness secured thereby after giving effect to the applicable anti-assignment provisions of the UCC, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition or restriction, (viii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, (ix) particular assets if and for so long as the Administrative Agent and the Parent reasonably determine that the costs of creating or perfecting such pledges or security interests in such assets or obtaining title insurance, surveys or flood insurance (if necessary), abstracts or appraisals in respect of such assets required by the Administrative Agent are excessive in relation to the practical benefits to be obtained by the Lenders therefrom, (x) assets (including Equity Interests and debt) owned by Excluded Subsidiaries, (xi) 35% of the voting Equity Interests of any first-tier wholly-owned CFC or CFC Holding Company, (xii) Equity Interests of Excluded Pledged Subsidiaries, (xiii) any asset or right under any contract, in each case to the extent that the Collateral Agent may not validly possess a security interest therein under applicable Law or the creation of a security interest in such property would require consent, approval, license or authority from a Person other than the Parent or any of its Subsidiaries or Affiliates, including any Governmental Authority but excluding any other Person if such consent requirement is not permitted under Section  7.09 , that has not otherwise been obtained, except, in each case, to the extent such requirement is rendered inapplicable under the UCC or other Law, including, to the extent applicable, any contract rights of any Restricted Subsidiary of the Parent acquired or created after the Closing Date that is (i) an “investment adviser,” within the meaning of the Investment Advisers

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Act that is registered or required to be registered thereunder; and/or (ii) a “broker” or “dealer” within the meaning of the Exchange Act that is registered or required to be registered under the Exchange Act, (xiv) commercial tort claims with a value (as reasonably determined by the Parent) of less than $10,000,000, (xv) letter of credit rights, except to the extent constituting support obligations for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement and (xvi) (A) payroll, healthcare and other employee wage and benefit accounts, (B) Tax accounts, including, without limitation, sales Tax accounts, (C) escrow, defeasance and redemption accounts and (D) fiduciary or trust accounts and, in the case of clauses (A)  through (D) , the funds or other property held in or maintained in any such account; provided, however, that Excluded Assets shall not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in clauses (i)  through (xvi) (unless such Proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (i)  through (xvi) ) and, (Y) in the case of the English Borrower and any non-U.S. Loan Party, assets typically excluded by market practice in the relevant jurisdiction for comparable transactions in accordance with the Agreed Guaranty and Security Principles ( provided that such Collateral shall not include (i) any Equity Interests of GBS and (ii) any assets of GBS)).

“ Excluded Contributions ” means the net cash proceeds received by the Parent from: (i) contributions to its common equity capital, (ii) dividends, distributions, fees and other payments (A) from Unrestricted Subsidiaries and any of their Subsidiaries, (B) received in respect of any minority investments and (C) from any joint ventures that are not Restricted Subsidiaries; and/or (iii) the sale (other than to a Restricted Subsidiary of the Parent) of Equity Interests (other than Disqualified Equity Interests) of the Parent.

“ Excluded Pledged Subsidiary ” means (a) any Subsidiary for which the pledge of its Equity Interests is prohibited by applicable Law or for which governmental (including regulatory) consent, approval, license or authorization would be required unless such consent, approval, license or authorization has been received and (b) any Unrestricted Subsidiary.

“ Excluded Subsidiary ” means (a) any Subsidiary that is prohibited by applicable Law (including financial assistance, fraudulent conveyance, preference, capitalization or other similar laws and regulations) or Contractual Obligation existing at the time of acquisition thereof after the Closing Date (but only if the contractual prohibition is not created in contemplation of the Closing Date or such acquisition and, in any event, only for so long as such prohibition continues to exist), in each case, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization that has not otherwise been obtained, (b) any Unrestricted Subsidiaries, (c) any Non-U.S. Subsidiary that is a CFC, (d) any direct or indirect Subsidiary substantially all the assets of which consist of the Equity Interests or debt instruments of one or more Non-U.S. Subsidiaries that are CFCs (“ CFC Holding Company ”), (e) any direct or indirect U.S. Subsidiary of a Non-U.S. Subsidiary that is a CFC, (f) each Subsidiary of the Parent listed on Part C of Schedule  I hereto and any other Subsidiary of the Parent that is registered as a broker-dealer under the Exchange Act or registered, as such, to conduct financial services business for the purposes of the Financial Services and Market Act 2000 or the Financial Services (Jersey) Law 1998, (g) any captive insurance Subsidiaries, (h) any not-for-profit Subsidiaries, (i) any Subsidiary that is a special purpose entity reasonably satisfactory to the Administrative Agent, (j) any Immaterial Subsidiary, (k) in the case of any Secured Hedge Agreement, any Subsidiary that is not an “Eligible Contract Participant” as defined in the Commodity Exchange Act (after giving effect to any customary “keepwell” provision), (l) any joint ventures, (m) any Subsidiary where the provision of the Subsidiary Guarantee by such Subsidiary would result in material adverse tax consequences (including in relation to interest deductibility, stamp duty and the possibility to form a fiscal unity) to any Loan Party or any of their respective Restricted Subsidiaries, (n) any broker-dealer Subsidiary acquired or formed after the Closing Date, (o) any Subsidiary acquired

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pursuant to a Permitted Acquisition or other permitted Investment that is subject to Indebtedness permitted to be assumed pursuant to this Agreement (and which is not incurred in contemplation of such Permitted Acquisition or other permitted Investment) and any Subsidiary thereof that guarantees such Indebtedness, in each case, to the extent, and so long as, the documentation relating to such Indebtedness prohibits such Subsidiary from becoming a Guarantor, (p) GBS and (q) any other Restricted Subsidiary to the extent that the burden or cost of obtaining a guarantee of the Obligations is excessive in comparison to the practical benefit to the Lenders afforded thereby, as reasonably determined by the Administrative Agent and the Parent.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “ Swap Obligation ”), if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient:

(a)    Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,

(b)    in the case of a Lender, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (1) such Lender acquires such interest in the Loan or Commitment pursuant to an assignment (other than pursuant to an assignment under Section  3.07(a)(iii) ) or (2) such Lender changes its lending office, except in each case to the extent that (A), pursuant to Section  3.01 , amounts with respect to such Taxes would have been payable to such Lender’s assignor if the relevant assignment had not occurred or (as applicable) to such Lender if the relevant change in its in lending office had not occurred, or (B) that Lender is a UK Treaty Lender which has confirmed its scheme reference number and jurisdiction of tax residence to the English Borrower and indicated that it wishes the UK DTTP Scheme to apply to this Agreement, HMRC has not yet responded to a UK DTTP Filing made in respect of that Lender in relation to this Agreement (or such a UK DTTP Filing has not yet been made) and such Taxes would not be imposed if HMRC had given the relevant Loan Party authority to make payments to that UK Treaty Lender without a UK Tax Deduction,

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(c)    any United Kingdom taxes required to be deducted or withheld (a “ UK Tax Deduction ”) from a payment of interest under any Loan Document in respect of any Loan to the English Borrower if on the date on which the payment falls due:

(i)    the payment could have been made to the relevant Lender without a UK Tax Deduction if it was a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or

(ii)    the relevant Lender is a UK Qualifying Lender solely by virtue of sub-paragraph (b)  of the definition of UK Qualifying Lender and that relevant Lender has not given a UK Tax Confirmation to the English Borrower and the payment could have been made to the relevant Lender without a UK Tax Deduction if that Lender had given a UK Tax Confirmation to the English Borrower, on the basis that the UK Tax Confirmation would have enabled the relevant Loan Party to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA; or

(iii)    the relevant Lender is a UK Qualifying Lender solely under sub-paragraph (b)  of the definition of UK Qualifying Lender and an officer of HMRC has given (and not revoked) a direction (a “ UK Direction ”) under section 931 of the UK ITA which relates to that payment and that Lender has received from the relevant Loan Party a certified copy of that UK Direction and the payment could have been made to the Lender without any UK Tax Deduction if that UK Direction had not been made, or

(d)    Taxes attributable to such Recipient’s failure to comply with Section  3.01(d) ,

(e)    the bank levy as set out in the Finance Act 2011 of the United Kingdom, and/or

(f)    any withholding Taxes imposed under FATCA.

“ Executive Order ” means Executive Order 13224 signed on September 23, 2001.

“ Existing Revolver Tranche ” has the meaning set forth in Section  2.16(b) .

“ Existing Term Loan Tranche ” has the meaning set forth in Section  2.16(a) .

“ Extended Revolving Credit Commitments ” has the meaning set forth in Section  2.16(b) .

“ Extending Revolving Credit Lender ” has the meaning set forth in Section  2.16(c) .

“ Extended Revolving Credit Loans ” means one or more Classes of Revolving Credit Loans that result from an Extension Amendment.

“ Extended Term Loans ” has the meaning set forth in Section  2.16(a) .

“ Extending Term Lender ” has the meaning set forth in Section  2.16(c) .

“ Extension ” means the establishment of an Extension Series by amending a Loan pursuant to the terms of Section  2.16 and the applicable Extension Amendment.

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“ Extension Amendment ” has the meaning set forth in Section  2.16(d) .

“ Extension Election ” has the meaning set forth in Section  2.16(c) .

“ Extension Request ” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.

“ Extension Series ” means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.

“ Facility ” means the Revolving Credit Facility, a given Extension Series of Extended Revolving Credit Commitments, a given Refinancing Series of Refinancing Revolving Credit Loans, the Term Facility, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, a given Refinancing Series of Refinancing Term Loans or a Series of Replacement Term Loans, as the context may require.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“ Federal Funds Effective Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” shall mean that certain Amended and Restated Fee Letter, dated as of December 15, 2017, by and among the English Borrower, the Administrative Agent, Bank of America, N.A., and the Arrangers, as amended, restated and amended and restated, supplemented or otherwise modified.

“ Finance Party ” has the meaning assigned to that term in Section  3.01(h) (i) .

“ FIRREA ” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“ Flood Insurance Laws ” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statue thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto and any and all official rulings and interpretation thereunder or thereof.

“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the applicable Borrower is resident for tax purposes.

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“Foreign Pension Plan” means a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which a Loan Party or Restricted Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions.

“Foreign Plan” means each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement (as amended, waived, supplemented, renewed or otherwise modified from time to time) whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of America, by any Loan Party or Restricted Subsidiary, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority.

“ Foreign Plan Event ” has the meaning set forth in Section  5.10 (d) .

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, such Defaulting Lender’s Multicurrency Revolving Credit Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however , that, subject to Section  1.03 , if the Parent notifies the Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Parent that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“ GBS ” means Gold Bullion Securities Limited, a public limited liability par value company incorporated in Jersey with registered number 87322.

“ Gold Royalty Agreement ” means that certain Gold Royalty Agreement dated as of the Closing Date by and among Electra Target Holdco Limited, the English Borrower and the Seller (as in effect on the Closing Date, together with any subsequent successor(s) to, or replacement(s) of, such agreement, so long as such successor or replacement agreement(s) only contains substantively similar obligations taken as a whole or other obligations not less favorable in any material respect, taken as a whole, to the Loan Parties).

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

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“ Granting Lender ” has the meaning set forth in Section  10.07(h) .

“ Guarantee ” means, as to any Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guaranties ” means the Parent Guarantee and/or the Subsidiary Guarantee, as the context may require and “ Guaranty ” shall be construed accordingly.

“ Guarantor Coverage Requirement ” means, as of any date of determination, as of the last day of the then most recently ended Test Period ending on December 31st for which financial statements have been delivered pursuant to Section  6.01(a) , the requirement that the Consolidated EBITDA of the Loan Parties shall not be less than 80% of the Consolidated EBITDA of the Parent and its Restricted Subsidiaries for such Test Period, determined on a Pro Forma Basis.

“ Guarantors ” means each Required Guarantor, as defined in the definition of “Collateral and Guarantee Requirement”, and each other Restricted Subsidiary that shall have become a Guarantor after the Closing Date pursuant to Section  6.11 , in each case subject to the terms, conditions and provisions of the Collateral and Guarantee Requirement. For the avoidance of doubt, the Parent in its sole discretion may cause any Restricted Subsidiary (x) organized or formed in the United States that is not a Guarantor (and, in the case of the U.S. Borrower, that is not an Excluded Subsidiary) to Guarantee the Obligations by causing such Restricted Subsidiary to execute and deliver to the Administrative Agent a Guarantee Supplement (as defined in the Subsidiary Guarantee) substantially in the form attached as an Exhibit to the Subsidiary Guarantee and/or (y) organized or formed in a Covered Jurisdiction that is not a Guarantor to Guarantee the Obligations of the English Borrower by causing such Restricted Subsidiary to execute and deliver to the Administrative Agent a Guarantee Supplement (as defined in the Subsidiary Guarantee) substantially in the form attached as an Exhibit to the Subsidiary Guarantee with, in the case of any Non-U.S. Subsidiary, such limitations and restrictions required to comply with the Agreed Guaranty and Security Principles, subject to the Administrative Agent’s and the applicable Lender(s)’ satisfactory receipt of documentation or other information as required by regulatory authorities under applicable “know your customer” rules and regulations, and the delivery of customary corporate (and, if appropriate, shareholder) resolutions, officer certificates (and, if appropriate, solvency certificates) and legal opinions addressed to the Administrative Agent and the other Secured Parties of counsel for the Loan Parties (or, if applicable, in the relevant jurisdictions, counsel for the Secured Parties) reasonably acceptable to the Administrative Agent as to such customary matters as the Administrative Agent may reasonably request and such other instruments and documents as the Administrative Agent may reasonably request in connection with such Guarantee Supplement, and any such Restricted Subsidiary shall thereafter be a Guarantor, Loan Party and Subsidiary Guarantor hereunder for all purposes.

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“ Hazardous Materials ” means all pollutants or contaminants, in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold, and all materials, substances and wastes that otherwise are regulated pursuant to, or which could give rise to liability under, applicable Environmental Law.

“ Historical Financial Statements ” means the Annual Financial Statements and the Quarterly Financial Statements.

“ HMRC ” means Her Majesty’s Revenue & Customs.

“ Honor Date ” has the meaning set forth in Section  2.03(c) (i) .

“ IFRS ” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto, as in effect from time to time.

“ Immaterial Subsidiary” means any direct or indirect Subsidiary of the Parent that is not a Material U.S. Subsidiary or Material Non-U.S. Subsidiary.

“ Incremental Amendment ” has the meaning set forth in Section  2.14(f) .

“ Incremental Commitments ” has the meaning set forth in Section  2.14(a) .

“ Incremental Facility Closing Date ” has the meaning set forth in Section  2.14(d) .

“ Incremental Lenders ” has the meaning set forth in Section  2.14(c) .

“ Incremental Loan ” has the meaning set forth in Section  2.14(b) .

“ Incremental Request ” has the meaning set forth in Section  2.14(a) .

“ Incremental Revolving Credit Lender ” has the meaning set forth in Section  2.14(c) .

“ Incremental Revolving Credit Commitment ” has the meaning set forth in Section  2.14(a) .

“ Incremental Revolving Credit Loan ” has the meaning set forth in Section  2.14(b) .

“ Incremental Term Commitments ” has the meaning set forth in Section  2.14(a) .

“ Incremental Term Lender ” has the meaning set forth in Section  2.14(c) .

“ Incremental Term Loan ” has the meaning set forth in Section  2.14(b) .

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(b)    the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

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(c)    net obligations of such Person under all Swap Contracts to the extent required to be reflected on a balance sheet of such Person;

(d)    all obligations of such Person to pay the deferred purchase price of property or services, which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument;

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    all Attributable Indebtedness;

(g)    all obligations of such Person in respect of Disqualified Equity Interests if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and

(h)    to the extent not otherwise included above, all Guarantees of such Person in respect of Indebtedness described in clauses  (a) through (g)  in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited, (B) in the case of the Consolidated Parties, exclude all intercompany Indebtedness payable on demand or having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business (other than, with respect to Indebtedness of Consolidated Parties, intercompany Indebtedness owing by any Consolidated Party to any Unrestricted Subsidiary), (C) exclude (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation, contingent post-closing purchase price adjustments or indemnification payments in connection with any Permitted Acquisition or permitted Investment, any acquisition consummated prior to the Closing Date or any permitted Disposition, unless such obligation is not paid after becoming due and payable, (iii) accruals for payroll, employee compensation and other liabilities accrued in the ordinary course of business, (iv) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller and (v) liabilities associated with customer prepayments and deposits and (D) exclude obligations under the Gold Royalty Agreement. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e)  shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount thereof and (y) the fair market value of any assets of such Person securing such Indebtedness or to which such Indebtedness otherwise has recourse as reasonably estimated by the Parent in good faith.

“ Indemnified Taxes ” means (A) all Taxes, other than Excluded Taxes, imposed on or with respect to payments made by or on account of any obligation of any Loan Party under any Loan Document and (B) to the extent not otherwise described in clause (A) , Other Taxes.

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“ Indemnitees ” has the meaning set forth in Section  10.05 .

“ Information ” has the meaning set forth in Section  10.08 .

“ Initial Term A Commitment ” means, as to each Term Lender, its obligation to make an Initial Term A Loan to the English Borrower pursuant to Section  2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule  1.01(a) under the caption “Initial Term A Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section  2.14 ). The aggregate amount of the Initial Term A Commitments is $200,000,000.

“ Initial Term A Loans ” means the term A loans made by the Term Lenders on the Closing Date to the English Borrower pursuant to Section  2.01(a) .

“ Interest Payment Date ” means, (a) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan and with respect to any Initial Term A Loans, the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any ABR Loan, the last Business Day of each March, June, September and December and with respect to any Initial Term A Loans, the Maturity Date of the Facility under which such Loan was made.

“ Interest Period ” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date that is one, two, three or six months thereafter or, to the extent agreed in writing by each Lender of such LIBOR Rate Loan, 12 months or, in the sole discretion of the Administrative Agent, a shorter period, as selected by the applicable Borrower in its Committed Loan Notice; provided that:

(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)    no Interest Period shall extend beyond the applicable Maturity Date.

“ Interest Rate Determination Date ” means the date for calculating the LIBOR Rate for an Interest Period, which date shall be (i) in the case of any LIBOR Rate Loan in U.S. Dollars, the second Business Day prior to the first day of the related Interest Period for such Loan or (ii) in the case of any LIBOR Rate Loan in an Alternative Currency consisting of Euro or Sterling, the date on which quotations would ordinarily be given by prime banks in the relevant interbank market for deposits in the Applicable Currency for value on the first day of the related Interest Period for such LIBOR Rate Loan but in any event not earlier than the second Business Day prior to the first day of the related Interest Period; provided , however , that if for any such Interest Period with respect to an Alternative Currency Loan in a currency other than Euro or Sterling, quotations would ordinarily be given on more than one date, the Interest Rate Determination Date shall be the last of those dates.

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“ Interpolated Rate ” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which the Screen Rate for the Applicable Currency is available) that is shorter than the Interest Period and (b) the Screen Rate for the shortest period (for which the Screen Rate for the Applicable Currency is available) that exceeds the Interest Period, in each case, as of approximately 11:00 a.m., London time (or, with respect to Euro denominated Loans, 11.00 a.m., Brussels time), two (2) Business Days prior to the commencement of such Interest Period.

“ Investment ” means, as to any Person, (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership interest or joint venture interest in such other Person (excluding, in the case of the Parent and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness (in each case owing to the Parent or a Restricted Subsidiary) having a term not exceeding 364 days (inclusive of any roll over or extension of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment, but giving effect to any repayments of principal in the case of any Investment in the form of Indebtedness and any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale).

“ Investment Adviser ” means Persons who are: (a) investment advisers registered under the Investment Advisers Act or are supervised persons of, or persons associated with, an investment adviser (in each case as defined in the Investment Advisers Act); and/or (b) broker-dealers registered under the Exchange Act (or associated persons thereof, as defined in the Exchange Act).

“ Investment Advisers Act ” means the United States Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“Investment Vehicle” means a separate account or vehicle for collective investment (in whatever form of organization, including a corporation, limited liability company, partnership, association, trust, fund or other entity, and including each separate portfolio or series of any of the foregoing), including any vehicle or entity established for purposes of issuing and/or investing in exchange-traded equities, funds, notes, securities, commodities, currency and short-and-leveraged products and similar structured products, which investments are managed by the Parent or any of its Restricted Subsidiaries in the ordinary course of business.

“ IP Rights ” has the meaning set forth in Section  5.15 .

“ IRS ” means the U.S. Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable L/C Issuer, the applicable Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

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“ Issuing Country ” has the meaning set forth in Section  2.04(e) .

“ Jersey ” means the Bailiwick of Jersey.

“ Jersey SIA ” means each Jersey law security interest agreement over the shares of a Subsidiary organized under the Laws of Jersey.

“ Jersey Registration ” has the meaning set forth in Section  4.01(a)(vi)(B) .

“ Jersey Security Register ” means the security interests register established under Part 8 of the Security Interests (Jersey) Law 2012.

“ Judgment Currency ” has the meaning set forth in Section  10.24 .

“ Junior Financing ” has the meaning set forth in Section  7.12(a) .

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ Latest Maturity Date ” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Extended Revolving Credit Commitments, Refinancing Revolving Credit Commitments, Extended Term Loans, Incremental Term Loans, Refinancing Term Loans, Replacement Term Loans and Refinancing Term Commitments, in each case as extended in accordance with this Agreement from time to time.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, legally binding guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the legally binding interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, legally binding requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“ L/C Advance ” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for under this Agreement.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“ L/C Disbursement ” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.

“ L/C Fronting Fee ” has the meaning set forth in Section  2.03(i) .

“ L/C Issuer ” means (a) Credit Suisse AG, Cayman Islands Branch and (b) Bank of America, N.A. (directly or through their respective domestic or foreign branches or Affiliates) and any other Lender

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that becomes an L/C Issuer in accordance with Section  2.03(k) or 10.07(j) , in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. If there is more than one L/C Issuer at any given time, the term L/C Issuer shall refer to the relevant L/C Issuer(s).

“ L/C Obligations ” means, as at any date of determination, the U.S. Dollar Equivalent of the aggregate amount available to be drawn under all outstanding Letters of Credit plus the U.S. Dollar Equivalent of the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section  1.10 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ LCT Election ” has the meaning set forth in Section  1.08(b) .

“ LCT Test Date ” has the meaning set forth in Section  1.08(b) .

“ Legal Reservations ” means:

(a)    the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of good faith and fair dealing, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b)    the time barring of claims under applicable limitation laws and defenses of acquiescence, set-off or counterclaim (including the Limitation Acts) and the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void;

(c)    the principle that in certain circumstances in certain jurisdictions security granted by way of fixed charge may be re-characterized by a court as a floating charge or that security purported to be constituted as an assignment may be re-characterized as a charge;

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

(e)    the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f)    the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which security has purportedly been created;

(g)    similar principles, rights and defenses under the laws of any relevant jurisdiction;

(h)    any other matters which are set out as qualifications or reservations (however described) as to matters of law in any legal opinions provided under this Agreement;

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(i)    the principle that the legality, validity, binding nature or enforceability of any Collateral Document which is not governed by the laws of the jurisdiction where the asset or assets purported to be secured under that Collateral Document are situated may be flawed; and

(j)    the need for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties.

“ Lender ” has the meaning set forth in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuers and each Additional Lender and Additional Refinancing Lender that becomes a Lender in accordance with the terms hereof, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.

“ Lending Office ” means, as to any Lender, such office or offices as a Lender may from time to time notify the applicable Borrower and the Administrative Agent.

“ Letter of Credit ” means any standby letter of credit issued hereunder.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Credit Facility.

“ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) the U.S. Dollar Equivalent of $10,000,000 and (b) the aggregate amount of the Multicurrency Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Multicurrency Revolving Credit Facility.

“ LIBOR Rate ” means the product of (a) and (b) below:

(a)    

(i)    in the case of U.S. Dollar denominated Loans, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the appropriate page of the Reuters screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the ICE Benchmark Administration Limited (or the successor interest rate benchmark provider if ICE Benchmark Administration Limited is no longer making the applicable interest settlement rate available) rate for deposits in U.S. Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “ US LIBOR Screen Rate ”), determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” for U.S. Dollar denominated Loans shall be the Interpolated Rate; or

(ii)    in the case of Euro denominated Loans, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the

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appropriate page of the Reuters screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the Global Rate Set Systems Limited (or the successor interest rate benchmark provider if Global Rate Set Systems Limited is no longer making the applicable interest settlement rate available) rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “ EURIBOR Screen Rate ”), determined as of approximately 11:00 a.m. (Brussels time) on the applicable Interest Rate Determination Date (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” for Euro denominated Loans shall be the Interpolated Rate; or

(iii)    in the case of Loans denominated in any Alternative Currency (other than Euro), the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the appropriate page of the Reuters screen (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the ICE Benchmark Administration Limited rate for deposits in the applicable Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (or the successor thereto if ICE Benchmark Administration Limited is no longer making the applicable interest settlement rate available) (the “ LIBOR Screen Rate ”, and together with the US LIBOR Screen Rate and the EURIBOR Screen Rate, the “ Screen Rate ”), determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” for Loans denominated in any Alternative Currency (other than Euro) shall be the Interpolated Rate; or

(iv)    for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to the US LIBOR Screen Rate (or any successor to or substitute for such rate), determined at approximately 11:00 a.m. (London Time) on the applicable Interest Rate Determination Date for U.S. Dollar deposits being delivered in the London interbank market for a term of one month commencing that day (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” for such ABR Loans shall be the Interpolated Rate; or

(v)    in the case of any LIBOR Rate Loan with an Interest Period shorter than one month, such Loan shall accrue interest for the actual number of days in such Interest Period at a rate per annum equal to the then current LIBOR Rate for the applicable currency for a one-month Interest Period; and

(b)    the then current Statutory Reserve Requirements of the Lenders,

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provided that, notwithstanding the foregoing, if the LIBOR Rate shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.

“ LIBOR Rate Loan ” means a Loan that bears interest at a rate determined by reference to the LIBOR Rate.

“ LIBOR Screen Rate ” has the meaning set forth in the definition of “LIBOR Rate”.

“ Lien ” means any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

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

“ Limited Condition Transaction ” means (i) any Permitted Acquisition or Investment by the Parent or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing or any asset sale, (ii) any repayment, repurchase or refinancing of Indebtedness with respect to which advanced notice of repayment (or similar irrevocable notice) is required to be delivered or (iii) any dividends or distributions on, or redemptions of, Equity Interests permitted to be issued pursuant to this Agreement requiring irrevocable notice in advance thereof.

“ Loan ” means an extension of credit under Article  II by a Lender to the Borrowers in the form of a Term Loan or a Revolving Credit Loan (including any Initial Term A Loans, any Multicurrency Revolving Credit Loans, any Incremental Term Loans and any extensions of credit under any Revolving Credit Commitment Increase or New Revolving Credit Commitment, any Extended Term Loans and any extensions of credit under any Extended Revolving Credit Commitment, any Refinancing Term Loans and any extensions of credit under any Refinancing Revolving Credit Commitment and any Replacement Term Loans).

“ Loan Documents ” means, collectively, (i) this Agreement (including the schedules hereto), (ii) the Notes, (iii) the Collateral Documents, (iv) any Customary Intercreditor Agreement, (v) any Refinancing Amendment, Incremental Amendment, Extension Amendment or Replacement Term Loans Amendment, (vi) each Letter of Credit Application, (vii) any amendment or joinder to this Agreement or any Customary Intercreditor Agreement and (viii) each other document designated in writing by (A) the Administrative Agent and/or the Lenders and (B) the Parent as a “Loan Document”.

“ Loan Parties ” means, collectively, the Borrowers, U.S. Midco and each Subsidiary Guarantor.

“ LTM EBITDA ” means, as of any date of determination, Consolidated EBITDA calculated on a Pro Forma Basis as of the last day of the then most recently ended Test Period for such Test Period.

“ Margin Stock ” has the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“ Master Agreement ” has the meaning set forth in the definition of “Swap Contract”.

“ Material Adverse Effect ” means (a) on the Closing Date, a MAC Event (as defined in the Acquisition Agreement) and (b) after the Closing Date, a material adverse effect on (i) the business,

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financial condition or results of operations, in each case, of the Consolidated Parties, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent hereunder or under the other Loan Documents or (iii) the ability of the Loan Parties, taken as a whole, to perform their payment obligations hereunder or under the other Loan Documents.

“ Material Non-U.S. Subsidiary ” means, at any date of determination, each of the Parent’s Non-U.S. Subsidiaries that is a Restricted Subsidiary (a) whose total assets as of the last day of the most recently ended fiscal year of the Parent for which financial statements have been delivered pursuant to Section  6.01(a) comprised in the aggregate more than 5.0% of Total Assets as of such date or (b) whose gross revenues for such fiscal year comprised more than 5.0% of the consolidated gross revenues of the Consolidated Parties for such fiscal year. Assets of Non-U.S. Subsidiaries shall be converted into U.S. Dollars at the rates used for purposes of preparing the consolidated balance sheet of the Parent included in such financial statements.

“ Material Non-Public Information ” means information that is (a) not publicly available, (b) material with respect to the Consolidated Parties or their respective securities for purposes of United States federal and state securities laws and (c) of a type that would not be publicly disclosed in connection with any issuance by any Consolidated Party of debt or equity securities issued pursuant to a public offering, a Rule 144A offering or other private placement where assisted by a placement agent.

“ Material Real Property ” means any fee-owned real property that is acquired by any Loan Party after the Closing Date and that has a fair market value in excess of $10,000,000 at the time of acquisition, as reasonably estimated by the Parent in good faith.

“ Material Subsidiary ” means any Material U.S. Subsidiary or any Material Non-U.S. Subsidiary.

“ Material U.S. Subsidiary ” means, at any date of determination, each of the Parent’s U.S. Subsidiaries that is a Restricted Subsidiary (i) whose total assets as of the last day of the most recently ended fiscal quarter of the Parent for which financial statements have been delivered pursuant to Section  6.01(a) or (b)  comprised in the aggregate more than 5.0% of Total Assets as of such date or (ii) whose gross revenues for such fiscal quarter comprised more than 5.0% of the consolidated gross revenues of the Consolidated Parties for such fiscal quarter.

“ Maturity Date ” means (i) with respect to the (a) Initial Term A Loans and (b) the Multicurrency Revolving Credit Facility, April 11, 2021, (ii) with respect to any tranche of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Amendment, (iii) with respect to any Incremental Term Loans or any Incremental Revolving Credit Commitment respectively, the final maturity date as specified in the applicable Incremental Amendment, (iv) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the final maturity date as specified in the applicable Refinancing Amendment, and (v) with respect to any Replacement Term Loans, the final maturity date as specified in the Replacement Term Loans Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.

“ Maximum Rate ” has the meaning set forth in Section  10.10 .

“ Minority Investment ” means any Person other than a Subsidiary in which the Parent or any Restricted Subsidiary owns any Equity Interests.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

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“ Mortgage Policies ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ Mortgaged Properties ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ Mortgages ” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent, and any other mortgages executed and delivered pursuant to Sections  6.11 and 6.13 , in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified.

“ Multicurrency Revolving Credit Commitment ” means, with respect to any Multicurrency Revolving Credit Lender, the obligation of such Multicurrency Revolving Credit Lender to make Multicurrency Revolving Credit Loans (including loans made pursuant to any Incremental Revolving Credit Commitment that increases the Multicurrency Revolving Credit Facility and loans made pursuant to any Extended Credit Revolving Commitment or Refinancing Revolving Credit Commitment) and to participate in Letters of Credit, as such commitment may be adjusted from time to time pursuant to this Agreement, which commitment as of the Closing Date is the amount set forth opposite such Lender’s name on Schedule 1.01(d) hereto under the caption “Amount of Multicurrency Revolving Credit Commitment”, and “Multicurrency Revolving Credit Commitments” means such commitments collectively, which commitments equal $50,000,000 in the aggregate as of the Closing Date.

“ Multicurrency Revolving Credit Facility ” means the multicurrency revolving credit facility under this Agreement evidenced by the Multicurrency Revolving Credit Commitments (including commitments under any Incremental Revolving Credit Commitment that increases the Multicurrency Revolving Credit Commitments, Extended Revolving Credit Commitments and Refinancing Revolving Credit Commitments) and the Multicurrency Revolving Credit Loans (including loans made pursuant to any Incremental Revolving Credit Commitment that increases the Multicurrency Revolving Credit Facility and loans made pursuant to any Extended Revolving Credit Commitment and any Refinancing Revolving Credit Commitment).

“ Multicurrency Revolving Credit Lender ” means any Lender which has a Multicurrency Revolving Credit Commitment or has made a Multicurrency Revolving Credit Loan. Each reference to any Multicurrency Revolving Credit Lender shall be deemed to include such Multicurrency Revolving Credit Lender’s Applicable Designee. Notwithstanding the designation by any Multicurrency Revolving Credit Lender of an Applicable Designee, the Loan Parties and the Administrative Agent shall be permitted to deal solely and directly with such Multicurrency Revolving Credit Lender in connection with such Multicurrency Revolving Credit Lender’s rights and obligations under this Agreement.

“ Multicurrency Revolving Credit Loan ” and “ Multicurrency Revolving Credit Loans ” have the meanings set forth in Section  2.01(b) .

“ Multicurrency Revolving Credit Pro Rata Share ” means, when used with reference to any Multicurrency Revolving Credit Lender under the Multicurrency Revolving Credit Facility and any described aggregate or total amount, an amount equal to the result obtained by multiplying such described aggregate or total amount by a fraction the numerator of which shall be such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment under such Facility or, if the Maturity Date with respect to such Facility has occurred, such Multicurrency Revolving Credit Lender’s Multicurrency Revolving Credit Commitment most recently in effect under such Facility immediately prior to such date,

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giving effect to any subsequent assignments and the denominator of which shall be the Multicurrency Revolving Credit Commitments under such Facility or, if the Maturity Date with respect to such Facility has occurred, the Multicurrency Revolving Credit Commitments most recently in effect under such Facility immediately prior to such date.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party, any Restricted Subsidiary or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions.

“ Net Proceeds ” means:

(a)    100% of the cash proceeds actually received by any Consolidated Party (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes, other customary expenses and brokerage, consultant and other customary fees and expenses actually incurred in connection therewith, (ii) the principal amount of any Indebtedness that is secured by a Lien (other than a Lien subordinated to the Liens securing the Obligations) on the asset subject to such Disposition or Casualty Event and that is required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), together with any applicable premium, penalty, interest and breakage costs, (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause  (iii) ) attributable to minority interests and not available for distribution to or for the account of any wholly-owned Consolidated Party as a result thereof, (iv) Taxes actually paid or payable, or Tax distributions that the Borrowers or their Subsidiaries may be required to make to Parent, as a result thereof, (v) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any Taxes deducted pursuant to clause  (i) above) (x) related to any of the applicable assets and (y) retained by any Consolidated Party including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction) and (vi) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition ( provided that to the extent that any amounts are released from such escrow to a Consolidated Party, such amounts net of any related expenses shall constitute Net Proceeds); provided that, subject to the restrictions set forth in Section  7.05(i) , if any Consolidated Party uses any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Consolidated Parties (other than ordinary course current assets), to make one or more Permitted Acquisitions (or any subsequent investment made in a Person, division or line of business previously acquired), or to prepay, terminate or otherwise retire any obligations under the Gold Royalty Agreement, in each case within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such

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proceeds are not so used within such 12-month period but within such 12-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such 12-month period and 180 days from the entry into such contractual commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso); provided , further , that no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless the aggregate amount of such net proceeds shall exceed $7,500,000 (or the U.S. Dollar Equivalent in any currency other than U.S. Dollars) in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause  (a) ), and

(b)    100% of the cash proceeds from the incurrence, issuance or sale by any Consolidated Party of any Indebtedness or Equity Interests, as applicable, net of all Taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to any Consolidated Party shall be disregarded.

“ New Lender Date ” has the meaning set forth in clause (b)(i) of the definition of “UK DTTP Filing”.

“ New Revolving Credit Commitment ” has the meaning set forth in Section  2.14(a) .

“ Non-Consenting Lender ” has the meaning set forth in Section  3.07(d) .

“ Non-Defaulting Lender ” means, at any time, a Lender that is not a Defaulting Lender.

“ Non-Extension Notice Date ” has the meaning set forth in Section  2.03(b)(iii) .

“ Non-Guarantor Cap ” means the greater of $27,500,000 and 25.0% of LTM EBITDA on the date such Investment is made, reduced by Investments made in reliance thereon under Section  7.02(c)(iii) and, without duplication, Indebtedness incurred in reliance thereon under Section  7.03(d) .

“ Non-U.S. Subsidiary ” means any direct or indirect Subsidiary of the U.S. Borrower that is not a U.S. Subsidiary.

“ Not Otherwise Applied ” means, with reference to any amount of Net Proceeds of any transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section  2.05(b) and (b) was not previously (and is not currently being) applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was or is (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose.

“ Note ” means a Term Note or a Revolving Credit Note, as the context may require.

“ Obligations ” means (x) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party or

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Restricted Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding and (y) for purposes of the definition of Collateral and Guarantee Requirement, the Collateral Documents, the Guaranties and Section  8.03 only, obligations of any Loan Party arising under any Secured Hedge Agreement or any Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender may elect to pay or advance on behalf of such Loan Party in accordance with the terms of the Loan Documents. Notwithstanding the foregoing, (I) the obligations of the Borrowers or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranties only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (II) any release of Collateral or Guarantors effected in a manner permitted by this Agreement or any other Loan Document will not require the consent of any Lender or any Affiliate of a Lender in its capacity as a counterparty under any Swap Contract. Notwithstanding the foregoing, the Obligations of any Guarantor shall in no event include any Excluded Swap Obligations of such Guarantor.

“ OFAC ” has the meaning set forth in Section  5.17(b) .

“ OID ” means original issue discount.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement or any offering document issued by such limited liability company; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Applicable Indebtedness ” has the meaning set forth in Section  2.05(b)(ii) .

“ Other Connection Taxes ” means, with respect to any Lender or Agent, Taxes that are imposed as a result of any present or former connection between such Lender or Agent and the jurisdiction imposing such Tax (other than any connections arising solely from such Lender or Agent executing, delivering, becoming a party to, performing its obligations under, receiving payments under, receiving or perfecting a security interest under, engaging in any other transaction pursuant to, or enforcing, any Loan Document, or selling or assigning an interest in a Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, mortgage, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, recording, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment that is requested or required in writing by the Borrower).

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“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in U.S. Dollars, the Federal Funds Effective Rate and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

“ Parent ” has the meaning set forth in the preamble to this Agreement.

“ Parent Guarantee ” means that certain Parent Guarantee, dated as of the Closing Date, by the Parent and U.S. Midco in favor of the Administrative Agent for the benefit of the Secured Parties, substantially in the form of Exhibit A-1 attached hereto.

“ Participant ” has the meaning set forth in Section  10.07(e) .

“ Participant Register ” has the meaning set forth in Section  10.07(e) .

“ Participating Member State ” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) or to which any Loan Party or any ERISA Affiliate (to the extent such event would be reasonably likely to result in liability to a Loan Party) contributes or has an obligation to contribute, or in the case of a plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Perfection Certificate ” means a certificate substantially in the form of Exhibit J hereto or any other form reasonably approved by the Administrative Agent, as the same shall be supplemented from time to time.

“ Perfection Requirements ” means the making or procuring of appropriate registrations, filings, endorsements, notarizations, stampings and/or notifications of the Collateral Documents and/or the Liens expressed to be created under the Collateral Documents necessary in any relevant jurisdiction for the enforceability or production in evidence or the relevant priority of the Collateral Document.

“ Permitted Acquisition ” has the meaning set forth in Section  7.02(i) .

“ Permitted Junior Priority Refinancing Debt ” means secured Indebtedness in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that

(i) such Indebtedness may only be incurred by the Parent,

(ii) such Indebtedness is (x) secured by a Lien on all or a portion of the Collateral of the Parent or any U.S. Loan Party on a junior priority basis to the Liens on such Collateral securing the Obligations of the Parent and is not secured by any other property or assets of the Parent or any of its Subsidiaries, and (y) is secured pursuant to documentation no more favorable to the secured parties thereunder than the terms of the Collateral Documents,

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(iii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”,

(iv) the holders of such Indebtedness (or any trustee, agent or similar representative on their behalf) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement providing that the Liens on such Collateral securing such obligations shall rank junior to the Liens on such Collateral securing the Obligations of the Parent, and

(v) such Indebtedness is not at any time guaranteed by any of the Parent’s Subsidiaries other than the Loan Parties that guarantee the Parent’s Obligations.

“ Permitted Liens ” has the meaning set forth in Section  7.01 .

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal, restructuring, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, restructured, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts owing or paid related to such Indebtedness, and fees and expenses incurred, in connection with such modification, refinancing, refunding, renewal, restructuring, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section  7.03(e) , such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section  7.03(e) , at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms (i) that reflect market terms (as reasonably determined by the Parent) at the time of incurrence or issuance of such Permitted Refinancing or (ii) otherwise reasonably acceptable to the Administrative Agent, (e) in the event of a refinancing, refunding, renewal, restructuring, replacement or extension only, such refinancing, refunding, renewal, restructuring, replacement or extension shall occur concurrently with such Indebtedness being repaid, repurchased, retired, defeased or satisfied and discharged, as applicable, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid on such date, (f) such modification, refinancing, refunding, renewal, restructuring, replacement or extension of Indebtedness is not at any time guaranteed by any Person other than the guarantors of such Indebtedness and (g) any such modification, refinancing, refunding, renewal, restructuring, replacement or extension of Indebtedness shall be pari passu or junior in right of payment and, if secured, secured on no more senior a basis than such Indebtedness being refinanced.

“ Permitted Reorganization ” means one or more internal reorganizations of the Parent and its Subsidiaries related to tax planning or intended to promote compliance with applicable regulatory Laws completed at any time after the Closing Date, which reorganization may include, among other things, mergers, asset sales, consolidations, separations of businesses and lines of business, and other divestitures (including antitrust divestitures and other reorganizations in connection therewith in connection with the

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Acquisition), and intercompany transactions involving asset transfers or sales, contributions, Indebtedness or Equity Interests of the Parent or any of its Restricted Subsidiaries; provided that, both immediately before and immediately after giving effect to such Permitted Reorganization, and at all times during such Permitted Reorganization, the following conditions shall be satisfied:

(a)    no Event of Default has occurred and is continuing or would result therefrom;

(b)    subject, in the case of any Non-U.S. Subsidiary, to the Agreed Guaranty and Security Principles and Sections 6.11 and 6.13(b) , and to the terms, conditions and provisions of the Collateral and Guarantee Requirement, following the consummation of such Permitted Reorganization, the Collateral that remains in existence and owned by a Loan Party that would otherwise be required to pledge such Collateral pursuant to a Collateral Document shall remain subject to (or, in the case of Collateral created or transferred to any such Person as part of any step of such Permitted Reorganization, shall become subject to) a perfected security interest of the Collateral Agent to the extent required by and in accordance with the terms of the Loan Documents (giving due regard to any grace periods provided for herein or therein);

(c)    immediately after giving effect to such Permitted Reorganization, the Guarantor Coverage Requirement shall be satisfied; and

(d)    immediately after giving effect to such Permitted Reorganization, the Borrowers shall continue to be Borrowers under the Multicurrency Revolving Credit Facility, and the English Borrower shall continue to be the Borrower of the Initial Term A Loans.

“ Permitted Repricing Amendment ” has the meaning set forth in Section  10.01 .

“ Permitted Unsecured Refinancing Debt ” means unsecured Indebtedness in the form of one or more series of senior unsecured notes, bonds or debentures or loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that

(i) such Indebtedness may only be incurred by the Parent,

(ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”, and

(iii) such Indebtedness is not at any time guaranteed by any of the Parent’s Subsidiaries other than the Loan Parties that guarantee the Parent’s Obligations.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by any Loan Party or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning set forth in Section  6.01(d) .

“ Pledged Collateral ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ Prime Rate ” has the meaning set forth in the definition of “ABR”.

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“ Pro Forma Basis ” and “ Pro Forma Effect ” mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section  1.09 .

“ Pro Forma Financial Statements ” has the meaning set forth in Section  5.05(b) .

“ Pro Rata Share ” means, with respect to each Lender, at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments and, with respect to any Term Loans after the applicable borrowing date if applicable and without duplication, the Term Loans of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities and, with respect to any Term Loans after the applicable borrowing date if applicable and without duplication, the Term Loans under the applicable Facility or Facilities at such time; provided that, in the case of any Revolving Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“ PTE ” means a prohibited transaction class exemption by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Company Costs ” means, as to any Person, costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity, directors’, managers’ and/or employees’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees and other costs and/or expenses associated with being a public company.

“ Public Lender ” has the meaning set forth in Section  6.01(d) .

“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Equity Interests.

“ Quarterly Financial Statements ” means the unaudited consolidated balance sheets and related statements of income and cash flows of the Parent for the fiscal quarter ended September 30, 2017.

“ Re-Allocation Agreement ” means a Re-Allocation Agreement solely among the Lenders and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.

“ Real Property ” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

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“ Recipient ” has the meaning set forth in Section  3.01(h)(ii) .

“ Re-Denomination Event ” means (i) the occurrence of any Event of Default with respect to any Borrower pursuant to Sections 8.01(a) or 8.01(e) , (ii) the declaration of the termination of any Commitment, or the acceleration of the maturity of any Loans, in each case pursuant to the provisions of Article VIII hereof or (iii) the failure of any Borrower to pay any principal of, or interest on, any Loans of any Facility or any L/C Borrowings on the applicable Maturity Date.

“ Reference Date ” has the meaning set forth in the definition of “Available Amount”.

“ Refinanced Debt ” has the meaning set forth in the definition of “Credit Agreement Refinancing Indebtedness”.

“ Refinanced Term Loans ” has the meaning set forth in Section  10.01 .

“ Refinancing Amendment ” means an amendment to this Agreement executed by each of (a) the Parent, (b) the applicable Borrower(s), (c) the Administrative Agent, (d) each Additional Refinancing Lender and (e) each Lender that agrees to provide any portion of the Refinancing Term Loans, Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans incurred pursuant thereto, in accordance with Section  2.15 .

“ Refinancing Revolving Credit Commitments ” means one or more Classes of Revolving Credit Commitments hereunder that result from a Refinancing Amendment.

“ Refinancing Revolving Credit Loans ” means one or more Classes of Revolving Credit Loans that result from a Refinancing Amendment.

“ Refinancing Series ” means all Refinancing Term Loans or Refinancing Term Commitments that are established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans or Refinancing Term Commitments, Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments provided for therein are intended to be a part of any previously established Refinancing Series) and that provide for the same All-In Yield (other than, for this purpose, any OID or upfront fees), if applicable and amortization schedule.

“ Refinancing Term Commitments ” means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

“ Refinancing Term Loans ” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“ Register ” has the meaning set forth in Section  10.07(d) .

“ Registered Equivalent Notes ” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

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“ Rejection Notice ” has the meaning set forth in Section  2.05(b)(vii) .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, advisors, managers and representatives of such Person and of such Person’s Affiliates.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into, or migration through, the Environment or any facility or property.

“ Relevant Party ” has the meaning set forth in Section  3.01(h)(ii) .

“Replacement Term Loans Amendment” means an amendment to this Agreement executed by each of (a) the Parent, (b) the applicable Borrower(s), (c) the Administrative Agent, (d) each Lender that agrees to provide any portion of the Replacement Term Loans, in accordance with Section  10.01 .

“ Replacement Term Loans ” has the meaning set forth in Section  10.01 .

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“ Required Guarantor ” has the meaning set forth in the definition of “Collateral and Guarantee Requirement”.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments, unused Refinancing Revolving Credit Commitments and unused Extended Revolving Credit Commitments; provided that the unused Term Commitments, Revolving Credit Commitments, Refinancing Revolving Credit Commitments and Extended Revolving Credit Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Required Revolving Lenders ” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of (a) the Effective Amount of all Revolving Credit Loans and L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments and unused Refinancing Revolving Credit Commitments; provided that the Revolving Credit Commitment and Refinancing Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

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“ Requirement of Law ” means, as to any Person, any Law imposing a legal obligation or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reset Date ” has the meaning set forth in Section  1.12 .

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer, controller or other similar officer of a Loan Party, and with respect to Committed Loan Notices, any designee thereof. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restricted Debt Payment ” has the meaning set forth in Section  7.12(a) .

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Consolidated Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to such Consolidated Party’s equity holders, partners or members (or the equivalent Persons thereof).

“ Restricted Subsidiary ” means any Subsidiary of the Parent (including any Subsidiary organized under the Laws of Jersey) other than an Unrestricted Subsidiary.

“ Return ” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal, income, profits (from a Disposition or otherwise) and other amounts (whether in cash, securities or other property) received or realized in respect of such Investment.

“ Revolver Extension Request ” has the meaning set forth in Section  2.16(b) .

“ Revolver Extension Series ” has the meaning set forth in Section  2.16(b) .

“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period, made by each of the Revolving Credit Lenders.

“ Revolving Credit Commitments ” means the Multicurrency Revolving Credit Commitments and any other Class of Revolving Credit Commitments established pursuant to this Agreement (including any Revolving Credit Commitment Increase, any New Revolving Credit Commitments, each Extension Series of Extended Revolving Credit Commitments, and/or each Refinancing Series of Refinancing Revolving Credit Commitments and, in each case, the Credit Extensions made thereunder, as the context requires).

“ Revolving Credit Commitment Increase ” has the meaning set forth in Section  2.14(a) .

“ Revolving Credit Exposure ” means, as to each Revolving Credit Lender, the sum of the amount of the Effective Amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share or other applicable share provided for under this Agreement of the amount of the L/C Obligations at such time.

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“ Revolving Credit Facility ” means the Multicurrency Revolving Credit Facility and any other Class of Revolving Credit Commitments, including any Revolving Credit Commitment Increase, any New Revolving Credit Commitments, each Extension Series of Extended Revolving Credit Commitments, and/or each Refinancing Series of Refinancing Revolving Credit Commitments and, in each case, the Credit Extensions made thereunder, as the context requires.

“ Revolving Credit Lender ” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if the Revolving Credit Commitments have terminated, any Revolving Credit Exposure.

“ Revolving Credit Loans ” means any Multicurrency Revolving Credit Loans, any Incremental Revolving Credit Loans, any Extended Revolving Credit Loans and/or any Refinancing Revolving Credit Loans, as the context requires.

“ Revolving Credit Note ” means a promissory note of the applicable Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit D-2 hereto, evidencing the aggregate Indebtedness of the applicable Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the applicable Borrower.

“ S&P ” means Standard & Poor’s Ratings Services, a division of Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill Financial, Inc., and any successor to its credit ratings business.

“ Same Day Funds ” means disbursements and payments in immediately available funds.

“ Sanctions Laws and Regulations ” means (i) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Executive Order, the USA Patriot Act, the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012, or the Iran Threat Reduction and Syria Human Rights Act of 2012, all as amended, or any of the foreign assets control regulations (including but not limited to 31 C.F.R., Subtitle B, Chapter V, as amended) or any other law or executive order relating thereto administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“ OFAC ”), and any similar law, regulation, or Executive Order enacted in the United States after the date of this Agreement, (ii) any sanctions or requirements imposed under similar laws or regulations enacted by the European Union, the United Kingdom or Australia and (iii) any similar Law of any jurisdiction other than the United States, in each case, applicable to the Parent or any Consolidated Party.

“ Screen Rate ” has the meaning set forth in the definition of “LIBOR Rate”.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Secured Hedge Agreement ” means any Swap Contract permitted under Article  VII that is entered into by and between the Parent or any Restricted Subsidiary and any Bank, to the extent designated by the Parent and such Bank as a “Secured Hedge Agreement” in writing to the Administrative Agent. The designation of any Secured Hedge Agreement shall not create in favor of such Bank any rights in connection with the management or release of Collateral or of the obligations of any Guarantor under the Loan Documents.

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“ Secured Obligations ” means, collectively, the Obligations, the Cash Management Obligations and all obligations owing to the Secured Parties by any Consolidated Party under any Secured Hedge Agreement (but excluding in any event Excluded Swap Obligations).

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, each other Agent, each L/C Issuer, each other Lender, each Bank and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section  9.05 .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Seller ” has the meaning set forth in the preliminary statements to this Agreement.

“ Senior Representative ” means, with respect to any series of Permitted Junior Priority Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“ Solvent ” means that (i) the fair value of the assets (on a going concern basis) of the Parent and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise as they become due in the ordinary course of business; (ii) the present fair saleable value of the property (on a going concern basis) of the Parent and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Parent and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and (iv) the Parent and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, would reasonably be expected to become an actual and matured liability in the ordinary course of business.

“ SPC ” has the meaning set forth in Section  10.07(h) .

“ Specified Representations ” means the representations and warranties with respect to the Loan Parties set forth in Sections 5.01(a) (with respect to the organizational existence of the Loan Parties only), 5.01(b)(ii) , 5.02(a) (with respect to the due authorization, execution and delivery and performance by the Loan Parties of the Loan Documents), 5.02(b)(i) , 5.04 , 5.12 , 5.16 , 5.17(c) and, subject to the proviso contained in Section  4.01(a)(vi) hereto, 5.18 of this Agreement.

“ Specified Transaction ” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity Interests of, another Person or any Disposition of a business unit, line of business or division of the Parent or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, and any Permitted Reorganization or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), Restricted Payment, Revolving Credit Commitment Increase, New Revolving Credit Commitment, Incremental Revolving Credit Loan or Incremental Term Loan that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”.

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“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided , further , that L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; provided , further , that (i) in the case of Euro denominated Loans, such delivery shall be two (2) Business Days later and (ii) in the case of Sterling denominated Loans, such delivery shall be one (1) Business Day later.

“ stated amount ” or “ stated amounts ” means (i) with respect to any Letter of Credit issued in U.S. Dollars, the stated or face amount of such Letter of Credit to the extent available at the time for drawing (subject to presentment of all requisite documents), and (ii) with respect to any Letter of Credit issued in any currency other than U.S. Dollars, the U.S. Dollar Equivalent of the stated or face amount of such Letter of Credit to the extent available at the time for drawing (subject to presentment of all requisite documents), in either case as the same may be increased or decreased from time to time in accordance with the terms of such Letter of Credit.

“ Statutory Reserve Requirements ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). LIBOR Rate Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Administrative Agent or any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Sterling ” or “ £ ” means the lawful currency of the United Kingdom.

“ Subsequent Transaction ” has the meaning set forth in Section  1.08 .

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency that has not yet happened) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned, (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person or (iv) in respect of any entity incorporated or established in Jersey, a subsidiary within the meaning of articles 2 and 2A of the Companies (Jersey) Law 1991; provided that notwithstanding the foregoing, the term “Subsidiary” shall not include any Investment Vehicle. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

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“ Subsidiary Guarantee ” means that certain Subsidiary Guarantee, dated as of the Closing Date, by the Subsidiary Guarantors party thereto in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit A-2 attached hereto.

“ Subsidiary Guarantor ” means any Guarantor that is not U.S. Midco or the Parent.

“ Supplier ” has the meaning assigned to that term in Section  3.01(h)(ii) .

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligation ” has the meaning set forth in the definition of “Excluded Swap Obligation”.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause  (a) , the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Target Person ” has the meaning set forth in Section  7.02 .

“ Target Share SIA ” means that certain Jersey law security interest agreement, substantially in the form of Exhibit F-3 attached hereto.

“ Taxes ” means all present or future taxes, duties, levies, imposts, deductions, assessments, fees or withholdings (including backup withholding), or other charges imposed by any Governmental Authority including interest, penalties and additions to tax applicable thereto.

“ Term Borrowing ” means a borrowing consisting of Term Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period, made by each of the Term Lenders pursuant to Section  2.01(a) , or under any Incremental Amendment, Extension Amendment, Refinancing Amendment, or Replacement Term Loans Amendment.

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“ Term Commitment ” means, as to each Term Lender, its obligation to make a Term Loan to a Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section  2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) Replacement Term Loans Amendment. The initial amount of each Term Lender’s Term Commitment is set forth on Schedule 1.01(a) under the caption “Initial Term A Commitment” or, otherwise, in the Assignment and Assumption, Incremental Amendment, Extension Amendment, Refinancing Amendment, or Replacement Term Loans Amendment pursuant to which such Lender shall have assumed its Term Commitment, as the case may be.

“ Term Facility ” means (a) prior to the Closing Date, the Initial Term A Commitments and (b) thereafter, each Class of Term Loans and/or Term Commitments.

“ Term Lender ” means, at any time, any Lender that has (a) an Initial Term A Commitment, Incremental Term Commitment or Refinancing Term Commitment or (b) a Term Loan at such time.

“ Term Loan ” means any Initial Term A Loan, Extended Term Loan, Incremental Term Loan, Refinancing Term Loan or Replacement Term Loan, as the context may require.

“ Term Loan Extension Request ” has the meaning set forth in Section  2.16(a) .

“ Term Loan Extension Series ” has the meaning set forth in Section  2.16(a) .

“ Term Loan Increase ” has the meaning set forth in Section  2.14(a) .

“ Term Note ” means a promissory note of any Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit D-1 hereto, evidencing the aggregate Indebtedness of that Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“ Test Period ” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Parent most recently ended as of such date of determination for which financial statements have been delivered (or are required to be delivered) pursuant to Section  6.01(a) or (b) , as applicable.

“ Threshold Amount ” means $25,000,000.

“ Total Assets ” means the total assets of the Consolidated Parties on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Parent delivered pursuant to Section  6.01(a) or (b) , or, prior to the first delivery (or required delivery) of financial statements under Section  6.01(a) or (b) , on the balance sheet of the Parent as of December 31, 2017.

“ Total Available Multicurrency Revolving Credit Commitment ” means, at the time any determination thereof is made, the sum of the Available Multicurrency Revolving Credit Commitments of the Lenders at such time.

“ Total Leverage Ratio ” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

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“ Total Outstandings ” means the aggregate Effective Amount of all Loans and all L/C Obligations.

“ Transaction Expenses ” means any fees or expenses incurred or paid by the Parent or any Consolidated Party in connection with the Transactions (including expenses in connection with hedging and currency conversion transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“ Transactions ” means (a) the execution and delivery of the Loan Documents to be entered into on the Closing Date and the funding of the Loans on the Closing Date, (b) the consummation of the Acquisition and the other related transactions contemplated by the Acquisition Agreement, (c) the consummation of the Closing Date Contribution and (d) the payment of fees and expenses incurred in connection therewith.

“ Treasury Services Agreement ” means any agreement between any Consolidated Party and any Bank relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer of funds or any similar services.

“ Treaty ” has the meaning set forth in the definition of “UK Treaty State.”

“ Type ” means, with respect to a Loan, its character as an ABR Loan or a LIBOR Rate Loan.

“ UK Corporation Tax Act ” means the Corporation Tax Act 2009 of the United Kingdom.

“ UK Direction ” has the meaning set forth in clause (c)(iii) of the definition of “Excluded Taxes”.

“ UK DTTP Filing ” means an HMRC Form DTTP2 duly completed and filed by the relevant Loan Party, which:

(a)    where it relates to a UK Treaty Lender that is a Lender on the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence opposite that Lender’s name in Schedule 1.01(b) , and

(i)    where the Loan Party is a Loan Party on the date of this Agreement, is filed with HMRC within 30 Business Days after the date of this Agreement; or

(ii)    where the Loan Party becomes a Loan Party after the date of this Agreement, is filed with HMRC within 30 Business Days after the date on which that Loan Party becomes an additional Borrower under this Agreement; or

(b)    where it relates to a UK Treaty Lender that becomes a Lender after the Closing Date, contains the scheme reference number and jurisdiction of tax residence in the relevant Assignment and Assumption, and

(i)    where the Loan Party is a Loan Party on the date such UK Treaty Lender becomes a Lender under this Agreement (“ New Lender Date ”), is filed with HMRC within 30 Business Days after the New Lender Date; or

(ii)    where the Loan Party becomes a Loan Party under this Agreement after the New Lender Date, is filed with HMRC within 30 Business Days after the date on which that Loan Party becomes a Loan Party under this Agreement.

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“ UK DTTP Scheme ” has the meaning assigned to that term in Section  3.01(d)(iii)(B) .

“ UK ITA ” means the Income Tax Act 2007 of the United Kingdom.

“ UK Qualifying Lender ” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(a)    a Lender:

(i)    which is a bank (as defined for the purpose of section 879 of the UK ITA making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payment apart from section 18A of the UK Corporation Tax Act; or

(ii)    in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the UK ITA) at the time that that advance was made and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(b)    a Lender which is:

(i)    a company resident in the United Kingdom for United Kingdom tax purposes;

(ii)    a partnership each member of which is (A) a company resident in the United Kingdom or (B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK Corporation Tax Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK Corporation Tax Act;

(iii)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the UK Corporation Tax Act) of that company; or

(c)    a UK Treaty Lender.

“ UK Security Agreement ” means that certain English law security agreement, substantially in the form of Exhibit F-4 attached hereto.

“ UK Security Documents ” means the UK Security Agreement and any other Collateral Document from time to time executed by any Loan Party governed by the laws of England and Wales.

“ UK Security Trustee ” means Credit Suisse AG, Cayman Islands Branch in its capacity as the UK Security Trustee under the UK Security Documents or any successor UK Security Trustee.

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“ UK Tax Confirmation ” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

(a)    a company resident in the United Kingdom for United Kingdom tax purposes;

(b)    a partnership each member of which is (A) a company resident in the United Kingdom or (B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK Corporation Tax Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK Corporation Tax Act; or

(c)    a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (for the purposes of section 19 of the UK Corporation Tax Act) of that company.

“ UK Tax Deduction ” has the meaning set forth in the definition of “Excluded Taxes”.

“ UK Treaty Lender ” means a Lender which is treated as a resident of a UK Treaty State for the purposes of the Treaty, does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected and meets all other conditions in the Treaty for full exemption from tax imposed by the United Kingdom, except that for this purpose it shall be assumed that there is no special relationship between the relevant Loan Party and the Lender or between both of them and another person, that any condition which relates (expressly or by implication) to the amounts or terms of any Loan or terms of the Loan Documents or to any other matter which is outside the exclusive control of that Lender is satisfied, and that any necessary procedural formalities are satisfied.

“ UK Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom, which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“ Unfunded Participations ” shall mean, with respect to an L/C Issuer, the aggregate amount, if any, of participations in respect of any outstanding L/C Disbursement that shall not have been funded by the Revolving Credit Lenders in accordance with Section  2.03(c) .

“ Uniform Commercial Code ” or “ UCC ” means (i) the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or (ii) the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it applies to any item or items of Collateral. References in this Agreement and the other Loan Documents to specific sections of the Uniform Commercial Code are based on the Uniform Commercial Code as in effect in the State of New York on the date hereof. In the event such Uniform Commercial Code is amended or another Uniform Commercial Code described in clause  (ii) is applicable, such section reference shall be deemed to be references to the comparable section in such amended or other Uniform Commercial Code.

“ United States Tax Compliance Certificate ” has the meaning set forth in Section  3.01(d)(ii)(C) .

“ Unreimbursed Amount ” has the meaning set forth in Section  2.03(c)(i) .

“ Unrestricted Subsidiary ” means any (x) any Subsidiary set forth on Part D of Schedule I on the Closing Date and (y) any Subsidiary of the Parent designated by the Parent as an Unrestricted Subsidiary pursuant to Section  6.14 subsequent to the Closing Date.

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“ U.S. ” and “ United States ” means the United States of America.

“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as amended, reauthorized or otherwise modified from time to time.

“ U.S. Borrower ” has the meaning set forth in the preamble to this Agreement.

“ U.S. Dollar ” and “ $ ” means lawful money of the United States of America.

“ U.S.  Dollar Equivalent ” means, at any time, (a) as to any amount denominated in U.S. Dollars, the amount thereof at such time and (b) as to any amount denominated in any other currency, the equivalent amount in U.S. Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of U.S. Dollars with such other currency on the most recent Computation Date provided for in Section  2.04(a) .

“ U.S. Intellectual Property Security Agreement ” has the meaning set forth in the U.S. Security Agreement.

“ U.S. Intercompany Note ” means a promissory note substantially in the form of Exhibit G .

“ U.S. Loan Party ” means any Loan Party organized or formed in the United States or any State thereof or the District of Columbia and any other Person that is a U.S. Person.

“ U.S. Midco ” has the meaning set forth in the preamble to this Agreement.

“ U.S. Person ” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Security Agreement ” means a New York law security agreement, dated as of the Closing Date, substantially in the form of Exhibit F-1 .

“ U.S. Security Agreement Supplement ” has the meaning set forth in the U.S. Security Agreement.

“ U.S. Subsidiary ” means any Subsidiary that is organized under the laws of the United States of America or any state thereof or the District of Columbia other than any such Subsidiary that is (i) a Subsidiary of a CFC or (ii) a CFC Holding Company.

“ VAT ” means (a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and (b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere (including, without limitation, goods and services tax in Jersey as provided for under the Goods and Services Tax (Jersey) Law 2007).

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

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“ wholly-owned ” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02.     Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)    The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c)    Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d)    The terms “include,” “includes” and “including” are by way of example and not limitation.

(e)    The word “or” is not exclusive.

(f)    The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(g)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(h)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(i)    For purposes of determining compliance with any Section of Article  VII at any time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a portion of the proceeds thereof), Disposition, Restricted Payment, Restricted Debt Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Parent in its sole discretion at such time.

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(j)    All references to “knowledge” of any Loan Party or a Restricted Subsidiary means the actual knowledge of a Responsible Officer.

(k)    The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(l)    All references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions thereof.

Section 1.03.     Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. Notwithstanding any other provision contained herein, (a) any lease that is or would be treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness, Attributable Indebtedness or as a Capitalized Lease and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be treated as an operating lease), in each case for purposes of this Agreement, notwithstanding any actual or proposed change in GAAP after the date hereof and (b) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) or (ii) any election under Financial Accounting Standards Codification No. 825 – Financial Instruments, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of any Consolidated Party at “fair value” as defined therein.

Section 1.04.     Rounding . Any financial ratios required to be maintained by the Parent pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05.     References to Agreements, Laws, Etc . Unless otherwise expressly provided herein, for purposes of the Loan Documents (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, refinancings, restatements, renewals, restructurings, extensions, supplements and other modifications thereto, but only to the extent that such amendments, refinancings, restatements, renewals, restructurings, extensions, supplements and other modifications are not prohibited by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06.     Times of Day . Unless otherwise specified herein or therein, all references in any Loan Document to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07.     Timing of Payment or Performance . Except as otherwise expressly provided herein or therein, when the payment of any obligation or the performance of any covenant, duty or obligation under any Loan Document is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day.

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Section 1.08.     Limited Condition Transactions . In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

(a)    determining compliance with any provision of this Agreement (other than the financial covenant set forth under Section  7.10 , the definition of “Applicable Facility Fee Percentage” and the definition of “Applicable Margin”) that requires the calculation of any financial ratio or test, including the Total Leverage Ratio (and, for the avoidance of doubt, the financial ratios set forth in Sections 2.14(d) , 7.02(q) , 7.03(g) , 7.03(s) , 7.06(c) , 7.06(f) and 7.12(a)(v) ); or

(b)    testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA or Total Assets);

in each case, at the option of the Parent (the Parent’s election to exercise such option in connection with any Limited Condition Transaction, an “ LCT Election ”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, in respect of any transaction described in clauses (ii) or (iii) of the definition of a Limited Condition Transaction, the date of delivery of irrevocable notice of repayment or prepayment, declaration of dividend or similar event (and not at the time of consummation of such Limited Condition Transaction)) (the “ LCT Test Date ”), and if, after giving Pro Forma Effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ended prior to the LCT Test Date (for income statement purposes) or at the end of such most recent Test Period (for balance sheet purposes), the Parent would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Parent has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Consolidated Parties or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Parent has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Investment, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “ Subsequent Transaction ”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or irrevocable notice of repayment or prepayment, declaration of dividend or similar event for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be satisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Section 1.09.     Pro Forma Calculations .

(a)    Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total Leverage Ratio shall be calculated in the manner prescribed by this Section  1.09 ; provided that notwithstanding anything to the contrary in clauses (b) , (c) or (d)  of this Section  1.09 , when

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calculating the Total Leverage Ratio for purposes of determining actual compliance (as opposed to determining pro forma compliance, compliance on a Pro Forma Basis or compliance giving Pro Forma Effect to a transaction for purposes of another provision) with the financial covenant tests in Section  7.10 , the events described in this Section  1.09 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. Whenever a financial ratio or test is to be calculated on a pro forma basis or giving pro forma effect to a transaction and any related incurrence(s) of Indebtedness, the reference to the “Test Period” for purpose of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been delivered prior to the relevant date of determination.

(b)    For purposes of calculating any financial ratio or test, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection with therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of the determination of Total Assets, the last day). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section  1.09 , then such financial ratio or test (or the calculation of Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section  1.09 .

(c)    Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent and include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating improvements, operating expense reductions and other similar initiatives and synergies projected by the Parent in good faith to result from actions that have been taken (including prior to completion of any Specified Transactions or such events or initiatives) or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent) within 24 months after such Specified Transaction (calculated on a pro forma basis as though such cost savings, operating improvements, operating expense reductions and other similar initiatives and synergies had been realized on the first day of such period and as if such cost savings, operating improvements, operating expense reductions and other similar initiatives and synergies were realized during the entirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable (in the good faith determination of the Parent and subject to certification by a Responsible Officer of the Parent) and calculated on a pro forma basis net of the amount of actual benefits realized during such period from such actions and (B) no amounts shall be added pursuant to this Section  1.09(c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such period.

(d)    Notwithstanding anything to the contrary herein, when calculating the Total Leverage Ratio on a Pro Forma Basis for purposes of Section  2.14(d)(iii)(B) or 7.03(s)(B) , any Indebtedness that is incurred substantially contemporaneously therewith under any other provision of Section  2.14 or Section  7.03(s) shall be disregarded.

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Section 1.10.     Letters of Credit . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available to be drawn under such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.11.     Certifications . All certifications made or to be made hereunder by an officer or representative of a Loan Party shall be made (and deemed made) by such person in his or her capacity solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual capacity.

Section 1.12.     Calculation of Exchange Rate . On each Exchange Rate Determination Date, the Administrative Agent shall (a) determine the Exchange Rate as of such Exchange Rate Determination Date and (b) give notice thereof (i) to each Borrower and (ii) to each Lender that shall have requested such information. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Exchange Rate Determination Date (each, a “ Reset Date ”) and shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting amounts between U.S. Dollars or Alternative Currencies.

Section 1.13.     Cashless Settlement . Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with any Incremental Term Loan, any Refinancing Loan, any Replacement Term Loan, any Refinancing Commitment, any Extended Loan or any Extended Commitment or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in U.S. Dollars”, “in Alternative Currencies”, “in immediately available funds”, “in Cash” or any other similar requirement. Notwithstanding anything to the contrary set forth in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, the assignor Lender and the assignee of such Lender.

Section 1.14.     Jersey Terms . In each Loan Document, where it relates to a person: (i) incorporated; (ii) established; (iii) constituted; (iv) formed; or (v) having its “centre of main interests” (as that term is used in Article 3(1) of The Council of the European Union No.1346/2000) on Insolvency Proceedings), in each case, in Jersey, a reference to:

(a)    a composition, compromise, assignment or arrangement with any creditor, winding up, liquidation, administration, dissolution, insolvency event or insolvency includes, without limitation, bankruptcy (as that term is interpreted pursuant to Article 8 of the Interpretation (Jersey) Law 1954), a compromise or arrangement of the type referred to in Article 125 of the Companies (Jersey) Law 1991 and any procedure or process referred to in Part 21 of the Companies (Jersey) Law 1991;

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(b)    a liquidator, receiver, administrative receiver, administrator or the like includes, without limitation, the Viscount of the Royal Court of Jersey, Autorisés or any other person performing the same function of each of the foregoing;

(c)    Security or a security interest includes, without limitation, any hypothèque whether conventional, judicial or arising by operation of law and any security interest created pursuant to the Security Interests (Jersey) Law 1983 or Security Interests (Jersey) Law 2012 and any related legislation; and

(d)    any analogous proceedings or step being taken in connection with insolvency includes any corporate action, legal proceedings or other formal procedure or formal step being taken in relation to an application for a declaration of en désastre being made in respect of any such entity or any of its assets (or the making of such declaration).

Section 1.15.     LIBOR Discontinuation . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, if the LIBOR Rate for any Interest Period is not available at any time for any reason, then the LIBOR Rate for such Interest Period shall be a comparable or successor floating rate that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars in lieu of the LIBOR Rate as reasonably determined by the Administrative Agent with the consent of the Parent (not to be unreasonably withheld); provided , that in the case such consent is withheld by the Parent, the rate shall be determined in accordance with Section  3.03 , or if no such broadly accepted comparable successor rate exists at such time, a successor index rate as the Administrative Agent may determine with the consent of the Parent and the Required Lenders; provided that (i) any such successor rate shall be applied by the Administrative Agent in a manner consistent with market practice and (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such successor rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Parent.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01.     The Loans .

(a)     Term Borrowings . Subject to the terms and conditions expressly set forth herein, each Term Lender severally agrees to make to the English Borrower term A loans consisting of one or more Term Borrowings denominated in U.S. Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Term Lender’s Initial Term A Commitment. Amounts borrowed under this Section  2.01(a) and repaid or prepaid may not be re-borrowed. Initial Term A Loans may be ABR Loans or LIBOR Rate Loans, as further provided herein.

(b)     Multicurrency Revolving Credit Borrowings . Subject to the terms and conditions expressly set forth herein, on and after the Closing Date each Multicurrency Revolving Credit Lender severally agrees to make multicurrency revolving credit loans, denominated in U.S. Dollars or an Alternative Currency, to the Borrowers pursuant to Section  2.02 and, if applicable, Section  2.04 (each such loan, together with any multicurrency revolving credit loans made pursuant to an Extended Revolving Credit Commitment, any multicurrency revolving credit loans made pursuant to a Revolving Credit Commitment Increase and any multicurrency revolving credit loans made pursuant to a Refinancing Revolving Credit Commitment, a “ Multicurrency Revolving Credit Loan ”), from time to time on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding (x) the amount of such Lender’s Multicurrency Revolving Credit Commitment at

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such time and (y) such Lender’s Multicurrency Revolving Credit Pro Rata Share of the Total Available Multicurrency Revolving Credit Commitments. Within the limits of each Lender’s Multicurrency Revolving Credit Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section  2.01(b) , prepay under Section  2.05 , and re-borrow under this Section  2.01(b) in each case without premium or penalty (subject to Section  3.05 ). Multicurrency Revolving Credit Loans denominated in U.S. Dollars may be ABR Loans or LIBOR Rate Loans, and Multicurrency Revolving Credit Loans denominated in an Alternative Currency may be LIBOR Rate Loans only, in each case as further provided herein. All Multicurrency Revolving Credit Loans comprising the same Revolving Credit Borrowing hereunder shall be made by the Multicurrency Revolving Credit Lenders simultaneously and in proportion to their respective Multicurrency Revolving Credit Commitments.

Section 2.02.     Borrowings, Conversions and Continuations of Loans .

(a)    Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the applicable Borrower’s notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent (1) not later than 1:00 p.m. New York City time, or 11:00 a.m. London time in the case of any Borrowing denominated in an Alternative Currency (other than Euros), or 11:00 a.m. Brussels time in the case of any Borrowing denominated in Euros, three (3) Business Days prior to the requested date of any Borrowing or continuation of LIBOR Rate Loans or, in the case of any Loans denominated in U.S. Dollars, any conversion of ABR Loans to LIBOR Rate Loans, and (2) not later than 1:00 p.m. New York City time on the requested date of any Borrowing or continuation of ABR Loans denominated in U.S. Dollars; provided that the notice referred to in clause  (1) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of the initial Credit Extensions to be made on the Closing Date. Each telephonic notice by the applicable Borrower pursuant to this Section  2.02(a) must be confirmed promptly by delivery (including via email) to the Administrative Agent of a written Committed Loan Notice (and will not be effective until so confirmed), appropriately completed and signed by a Responsible Officer of the applicable Borrower. Except as otherwise provided in Section  2.14 , each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in a minimum principal amount of $2,000,000 (or, with respect to any Loans denominated in an Alternative Currency, the U.S. Dollar Equivalent thereof), or a whole multiple of $1,000,000 (or, with respect to any Loans denominated in an Alternative Currency, the U.S. Dollar Equivalent thereof), in excess thereof (or, if less, the then Total Available Multicurrency Revolving Commitment or the total available Term Commitment for the applicable Term Facility, as applicable). Except as provided herein, each Borrowing of or conversion to ABR Loans denominated in U.S. Dollars shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other (which conversion option shall only be available in respect of Loans denominated in U.S. Dollars) or a continuation of LIBOR Rate Loans and the Facility under which such Borrowing is being requested, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued (stated in the relevant currency), (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) with respect to any LIBOR Rate Loans, the Applicable Currency and (vii) wire instructions of the account(s) to which funds are to be disbursed (it being understood, for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples). With respect to Loans denominated in U.S. Dollars, if the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or, then the

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applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, ABR Loans ( provided that with respect to any failure to give a timely notice requesting a conversion or continuation of a LIBOR Rate Loan denominated in an Alternative Currency, in such event such Loan shall be continued as a LIBOR Rate Loan with an Interest Period of one month. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of LIBOR Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of LIBOR Rate Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one month.

(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to ABR Loans or continuation described in Section  2.02(a) . In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 3:00 p.m. (New York City time), in the case of any Loan denominated in U.S. Dollars, not later than 2:00 p.m. (London time) in the case of any Loan denominated in an Alternative Currency (other than Euros) and not later than 1:00 p.m. (Brussels time) in the case of any Loan denominated in Euros, in each case, on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided by the applicable Borrower to (and reasonably acceptable to) the Administrative Agent; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the applicable Borrower, there are L/C Borrowings of that Borrower outstanding, then the proceeds of the Borrowing shall be applied, first , to the payment in full of any such L/C Borrowing and second , to the applicable Borrower as provided above.

(c)    Except as otherwise provided herein, a LIBOR Rate Loan may be continued or converted only on the last day of an Interest Period for such LIBOR Rate Loan unless the Borrower of that LIBOR Rate Loan pays the amount due, if any, under Section  3.05 in connection therewith. During the occurrence and continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by written notice to the Borrower that no Loans may be converted to or (except in the case of Loans denominated in Alternative Currency as provided above) continued as LIBOR Rate Loans.

(d)    The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination of such interest rate. The determination of the LIBOR Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

(e)    After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than eight Interest Periods in effect (or such greater amount as may be agreed by the Administrative Agent in its sole discretion).

(f)    The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

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(g)    Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with Section  2.02(b) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and each of the Borrowers severally agree to repay to the Administrative Agent promptly after written demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section  2.02(g) shall be conclusive in the absence of manifest error. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim the applicable Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(h)    Each Lender at its option may make any LIBOR Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement, (ii) such LIBOR Rate Loan shall be deemed to have been made and held by such Lender, and the obligation of the applicable Borrower to repay such LIBOR Rate Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such option, such Lender shall use reasonable efforts to minimize increased costs to the applicable Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section  3.04 shall apply); provided , further , that any such domestic or foreign branch or Affiliate of such Lender shall not be entitled to any greater indemnification under Section  3.01 with respect to such LIBOR Rate Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with (x) withholding taxes imposed on amounts payable to or for the account of such domestic or foreign branch or Affiliate of such Lender with respect to such LIBOR Rate Loan, if such domestic or foreign branch or Affiliate of such Lender is a UK Treaty Lender which has confirmed its scheme reference number and jurisdiction of tax residence to the English Borrower and indicated that it wishes the UK DTTP Scheme to apply to this Agreement, HMRC has not yet responded to a UK DTTP Filing made in respect of such domestic or foreign branch or Affiliate of such Lender in relation to this Agreement (or such a UK DTTP Filing has not yet been made) and such Taxes would not be imposed if HMRC had given the relevant Loan Party authority to make payments to such domestic or foreign branch or Affiliate of such Lender without a UK Tax Deduction and (y) any indemnification entitlement arising as a result of a change in law after the date on which such Loan was made to the extent the applicable Lender would have been so entitled to such indemnification entitlement).

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Section 2.03.     Letters of Credit .

(a)     The Letter of Credit Commitment . (i) Subject to the terms and conditions expressly set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Multicurrency Revolving Credit Lenders set forth in this Section  2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in U.S. Dollars or one or more Alternative Currencies for the account of the applicable Borrower or any Restricted Subsidiary of the Parent and to amend or renew Letters of Credit previously issued by it, in accordance with Section  2.03(b) , and (2) to honor drafts under the Letters of Credit and (B) the Multicurrency Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section  2.03 ; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Letters of Credit will be issued by each L/C Issuer, in each case, at the direction of the U.S. Borrower, with the Letter of Credit exposure of each L/C Issuer to be subject to an individual sub-limit, which shall be the U.S. Dollar Equivalent of $7 million for Credit Suisse AG, Cayman Islands Branch and $3 million for Bank of America, N.A. or in such other amounts from time to time as otherwise mutually agreed to by each such L/C Issuer and the U.S. Borrower. Within the foregoing limits, and subject to the terms and conditions hereof, the ability of the Borrowers and the Restricted Subsidiaries to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers and the Restricted Subsidiaries may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired, terminated or that have been drawn upon and reimbursed.

(ii)    An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B)    subject to Section  2.03(b)(iii) , the expiry date of such requested Letter of Credit would occur more than 12 months after the date of issuance or last renewal unless (1) each Appropriate Lender and the L/C Issuer has approved of such expiration date or (2) the L/C Issuer thereof has approved of such expiration date and the Effective Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably satisfactory to such L/C Issuer;

(C)    the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless such Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably satisfactory to such L/C Issuer;

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(D)    the issuance of such Letter of Credit would violate any policies of such L/C Issuer applicable to letters of credit generally; it being understood and agreed that neither Credit Suisse AG, Cayman Islands Branch, nor any of its affiliates shall be required to issue documentary or “trade” Letters of Credit (as opposed to “standby” Letters of Credit); and

(E)    any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section  2.17(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure as it may elect in its sole discretion.

(iii)    An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv)    Each L/C Issuer shall act on behalf of the Multicurrency Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b)     Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit . (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 1:00 p.m. (New York City time) in the case of any Letter of Credit denominated in U.S. Dollars, or 11:00 a.m. (London time) in the case of any Letter of Credit denominated in an Alternative Currency (other than Euros), or 11:00 a.m. (Brussels time) in the case of any Letter of Credit denominated in Euros, at least three (3) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letter of Credit will be denominated; and (h) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

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(ii)    Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or its applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Multicurrency Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Multicurrency Revolving Credit Pro Rata Share or other applicable share provided for under this Agreement multiplied by the U.S. Dollar Equivalent of the stated amount of such Letter of Credit.

(iii)    If the applicable Borrower so requests in any applicable Letter of Credit Application with respect to any standby Letter of Credit, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit and in no event extending beyond the Letter of Credit Expiration Date unless the L/C Issuer thereof has approved of such expiration date and such Letter of Credit has been Cash Collateralized or backstopped in a manner reasonably acceptable to the Administrative Agent and the applicable L/C Issuer) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such 12-month period to be mutually agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the applicable Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section  2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is 7 Business Days before the Non-Extension Notice Date from the Administrative Agent, any Multicurrency Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section  4.02 is not then satisfied or waived.

(iv)    Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)     Drawings and Reimbursements; Funding of Participations . (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. (New York City time) (New York City time) in the case of any Letter of Credit denominated in U.S. Dollars, or 11:00 a.m. (London time) in the case of any Letter of Credit denominated in an Alternative Currency (other than Euros), or 11:00 a.m. (Brussels time) in the case of any Letter of Credit denominated in Euros, on the first Business Day immediately following any payment by an L/C Issuer under a Letter of Credit, with written notice to the applicable Borrower (each such date, an “ Honor

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Date ”), the applicable Borrower shall be liable to reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the relevant currency in which such Letter of Credit was denominated; provided that if such reimbursement is not made on the date of drawing, the applicable Borrower shall pay interest to the relevant L/C Issuer on such amount at the rate applicable to a LIBOR Rate Loan denominated in that currency with a one month Interest Period (without duplication of interest payable on L/C Borrowings). The applicable L/C Issuer shall notify the applicable Borrower in writing of the amount of the drawing promptly following the determination thereof. If the applicable Borrower fails to so reimburse such L/C Issuer at such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in U.S. Dollars in an amount equal to the U.S. Dollar Equivalent thereof in the case of any Letter of Credit denominated in an Alternative Currency) and the amount of any related but unpaid interest due in respect thereof pursuant to the foregoing provisions (the “ Unreimbursed Amount ”) and the amount of such Appropriate Lender’s Multicurrency Revolving Credit Pro Rata Share or other applicable share provided for under this Agreement thereof. In such event, (x) in the case of an Unreimbursed Amount denominated in U.S. Dollars, the applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of ABR Loans and (y) in the case of an Unreimbursed Amount denominated in an Alternative Currency, the applicable Borrower shall be deemed to have requested a Revolving Credit Borrowing of LIBOR Rate Loans with an Interest Period of one month, in each case to be disbursed on the Honor Date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section  2.02 for the principal amount of ABR Loans or LIBOR Rate Loans (as applicable) but subject to the amount of the Available Multicurrency Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section  4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section  2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.