1.

INTERPRETATION

2.

THE INTERIM FACILITIES - AVAILABILITY

3.

THE MAKING OF THE INTERIM LOANS

4.

NATURE OF AN INTERIM FINANCE PARTY’S RIGHTS AND OBLIGATIONS

5.

UTILISATION

6.

REPAYMENT AND PREPAYMENT

7.

INTEREST

8.

TAXES

9.

INCREASED COSTS

10.

PAYMENTS

11.

FEES AND EXPENSES

12.

INDEMNITIES

13.

SECURITY

14.

AGENTS AND ARRANGERS

15.

PRO RATA PAYMENTS

16.

SET-OFF

17.

NOTICES

18.

CONFIDENTIALITY

19.

KNOW YOUR CUSTOMER REQUIREMENTS

20.

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

21.

CHANGES TO PARTIES

22.

IMPAIRMENT AND REPLACEMENT OF INTERIM FINANCE PARTIES

23.

CONDUCT OF BUSINESS BY THE INTERIM FINANCE PARTIES

24.

AMENDMENTS AND WAIVERS

25.

MISCELLANEOUS

26.

GOVERNING LAW

27.

JURISDICTION

28.

ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS

SCHEDULE 1

DEFINITIONS AND INTERPRETATION

SCHEDULE 2

FORM OF DRAWDOWN REQUEST

SCHEDULE 3

CONDITIONS PRECEDENT

SCHEDULE 4

MAJOR REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

MAJOR UNDERTAKINGS

MAJOR EVENTS OF DEFAULT

SCHEDULE 5

IMPAIRMENT AND REPLACEMENT OF INTERIM FINANCE PARTIES

DEFAULTING LENDER

SCHEDULE 6

FORM OF TRANSFER CERTIFICATE

SCHEDULE 7

FORM OF ASSIGNMENT AGREEMENT

SCHEDULE 8

THE ORIGINAL INTERIM LENDERS

CAESARS CAYMAN FINANCE LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”);

DEUTSCHE BANK AG, LONDON BRANCH and JPMORGAN CHASE BANK, N.A. as arrangers of the UK Interim Asset Sale Bridge Facility (the “UK Interim Asset Sale Bridge Facility Arrangers”);

DEUTSCHE BANK AG, LONDON BRANCH and JPMORGAN CHASE BANK, N.A. as arrangers of the UK Interim Cash Confirmation Bridge Facility (the “UK Interim Cash Confirmation Bridge Facility Arrangers” and, together with the UK Interim Asset Sale Bridge Facility Arrangers, the “Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Schedule 8 (The Original Interim Lenders) as lenders (the “Original Interim Lenders”);

DEUTSCHE BANK AG, LONDON BRANCH as agent of the other Interim Finance Parties (the “Interim Facility Agent”); and

DEUTSCHE BANK AG, LONDON BRANCH as security agent for the Interim Finance Parties (the “Interim Security Agent”).

INTERPRETATION

THE INTERIM FACILITIES - AVAILABILITY

The Interim Facilities

the UK Interim Asset Sale Bridge Facility Lenders make available to the Borrower an interim term loan facility in an aggregate amount equal to the Total UK Interim Asset Sale Bridge Facility Commitments (the “UK Interim Asset Sale Bridge Facility”) available to be utilised in Sterling; and

the UK Interim Cash Confirmation Bridge Facility Lenders make available to the Borrower an interim term loan facility in an aggregate amount equal to the Total UK Interim Cash Confirmation Bridge Facility Commitments (the “UK Interim Cash Confirmation Bridge Facility”) available to be utilised in Sterling.

Availability Periods

Voluntary Cancellation

THE MAKING OF THE INTERIM LOANS

Conditions Precedent

The obligations of each Interim Lender to participate in each Interim Loan are subject only to the conditions precedent that on the date on which that Interim Loan is to be made:

the Interim Facility Agent has received (or acting at the direction of the Majority Interim Lenders waived the requirement to receive) all of the documents and evidence referred to in Schedule 3 (Conditions Precedent), where required, in form and substance satisfactory to it (acting reasonably or on the instructions of the Majority Interim Lenders (each acting reasonably));

no Major Event of Default is continuing or would result from the making of the relevant Interim Loan; and

it is not unlawful in any applicable jurisdiction for such Interim Lender to make, or to allow to have outstanding, that Interim Loan.

The Interim Facility Agent shall notify the Borrower and the Interim Lenders promptly upon being satisfied that the conditions described in paragraph (a)(i) above have been received by it or waived and the Interim Facility Agent shall, if requested by the Borrower, promptly provide the Borrower with a letter confirming the same. The Interim Lenders authorise the Interim Facility Agent to give any such notifications and/or provide any such letter.

The Interim Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any notification and/or letter referred to in paragraph (b)(i) above (unless they result from the fraud, default or negligence of the Interim Facility Agent).

Certain Funds Period

refuse to participate in or make available any Interim Loan, provided that the condition in paragraph (a)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied;

be entitled to take any action to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Loan or Interim Commitment;

exercise any right of set-off or counterclaim in respect of any Interim Loan or Interim Commitment;

accelerate any Interim Loan or otherwise demand or require repayment or prepayment of any sum from the Borrower; or

enforce (or instruct the Interim Security Agent to enforce) any Security Interest under any Interim Finance Document,

Purpose

financing or refinancing the Transactions, including but not limited to, the consideration paid or payable for the Acquisition;

refinancing or otherwise discharging indebtedness of the Target Group (the “Existing Facilities”) and paying any breakage costs, redemption premium, make-whole costs and other fees, costs and expenses payable in connection with such refinancing and/or discharge of the Existing Facilities (the “Refinancing”);

financing or refinancing other related amounts, including fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (including but not limited to the Acquisition and/or the Refinancing) and/or the Transaction Documents;

any other purpose contemplated by the Funds Flow Statement or the Tax Structure Memorandum; and/or

to the extent not applied for a purpose set out in paragraphs (a) to (d) above, financing or refinancing the general corporate purposes and/or working capital requirements of the Combined Group.

Override

the steps or events set out in, or reorganisations specified in or expressly contemplated by, the Tax Structure Memorandum or the Transaction Documents (or, in each case, the actions or intermediate steps necessary to implement any of those steps, actions or events); and

the actions permitted under the Existing Facilities (prior to discharge) as they relate to the Target Group,

NATURE OF AN INTERIM FINANCE PARTY’S RIGHTS AND OBLIGATIONS

No Interim Finance Party is bound to monitor or verify any Interim Loan of an Interim Facility nor be responsible for the consequences of such Interim Loan.

The obligations of each Interim Finance Party under the Interim Finance Documents are several.

Failure by an Interim Finance Party to perform its obligations does not affect the obligations of any other Party under the Interim Finance Documents.

No Interim Finance Party is responsible for the obligations of any other Interim Finance Party under the Interim Finance Documents.

The rights of each Interim Finance Party under the Interim Finance Documents are separate and independent rights.

An Interim Finance Party may, except as otherwise stated in the Interim Finance Documents, separately enforce its rights under the Interim Finance Documents.

A debt arising under the Interim Finance Documents to an Interim Finance Party is a separate and independent debt.

Each Interim Lender will promptly notify the Borrower if it becomes aware of any matter or circumstance which would entitle it not to advance or participate in any Interim Loan.

UTILISATION

Giving of Drawdown Requests

The Borrower may borrow an Interim Loan by giving to the Interim Facility Agent a duly completed Drawdown Request. A Drawdown Request is, once given, irrevocable.

The latest time for receipt by the Interim Facility Agent of a duly completed Drawdown Request is 09.30 a.m. (London time) on the date falling one (1) Business Day before the proposed Drawdown Date or such later time and/or date as agreed by the Interim Facility Agent.

The Interim Facilities may be drawn during the Certain Funds Period.

The Borrower may only draw:

fifteen (15) Interim Loans under UK Interim Asset Sale Bridge Facility; and

fifteen (15) Interim Loans under the UK Interim Cash Confirmation Bridge Facility.

Completion of Drawdown Requests

the Drawdown Date is a Business Day within the Certain Funds Period;

the amount of the Interim Loan does not exceed the Total Interim Commitments in respect of the applicable Interim Facility; and

the currency of the Interim Loan complies with paragraph (d) of Clause 5.3 (Advance of Interim Loans) and the proposed Interest Period complies with paragraph (b) of Clause 7.2 (Payment of interest).

Advance of Interim Loans

The Interim Facility Agent must promptly notify each Interim Lender of the details of the requested Interim Loan and the amount of its share in that Interim Loan.

Each Interim Lender will participate in each Interim Loan in the proportion which its Interim Commitment under the applicable Interim Facility bears to the Total Interim Commitments under that Interim Facility, immediately before the making of that Interim Loan.

No Interim Lender is obliged to participate in any Interim Loan if as a result the amount of its share in the applicable Interim Facility would exceed its Interim Commitments under that Interim Facility.

Each Interim Loan may only be denominated in the currency or currencies in which the applicable Interim Facility is stated to be available under Clause 2.1 (The Interim Facilities) above, unless otherwise agreed in writing by all the Interim Lenders under the applicable Interim Facility.

If the applicable conditions set out in this Agreement have been met, each Interim Lender shall make its participation in each Interim Loan available to the Interim Facility Agent for the account of the Borrower by the Drawdown Date through its Facility Office.

Limitations on Interim Loans

REPAYMENT AND PREPAYMENT

Repayment

The Borrower must repay all outstanding UK Interim Asset Sale Bridge Facility Loans (together with all outstanding interest thereon) on the Final Repayment Date applicable to the UK Interim Asset Sale Bridge Facility or, if earlier:

in full on the date of receipt by the Borrower of a written demand (the “Acceleration Notice”) from the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) following the occurrence of a Major Event of Default which is continuing requiring immediate prepayment and cancellation in full of the Interim Facilities; or

the date of receipt by the Borrower or any Group Company of the proceeds from the first utilisation made under the UK Asset Sale Bridge Facility (free of any escrow or similar arrangements), to the extent of such proceeds.

The Borrower must repay all outstanding UK Interim Cash Confirmation Bridge Facility Loans (together with all outstanding interest thereon) on the Final Repayment Date applicable to the UK Interim Cash Confirmation Bridge Facility or, if earlier:

in full on the date of receipt by the Borrower of an Acceleration Notice from the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) following the occurrence of a Major Event of Default which is continuing requiring immediate prepayment and/or cancellation in full of the Interim Facilities; or

the date of receipt by the Borrower or any Group Company of the proceeds from the first utilisation made under the UK Cash Confirmation Bridge Facility (free of any escrow or similar arrangements), to the extent of such proceeds.

If an Interim Loan is, or is declared to be, due and payable, all interest and all other amounts accrued or outstanding in respect of that Interim Loan shall be immediately due and payable.

If an Interim Loan is, or is declared to be, due and payable on demand, all interest and all other amounts accrued or outstanding in respect of that Interim Loan shall be immediately due and payable on demand by the Interim Facility Agent on the instructions of the Majority Interim Lenders.

If an Interim Loan is, or is declared to be, due and payable, the Interim Facility Agent may, and shall if so directed by the Majority Interim Lenders, by notice to the Borrower, exercise or direct the Interim Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Interim Finance Documents.

Amounts repaid under the Interim Facilities cannot be redrawn.

Prepayment

The Borrower may prepay the whole or any part of any outstanding Interim Loan (including, for the avoidance of doubt, the whole or any part of any outstanding Interim Loan owed to a particular Interim Lender to the extent provided for by the terms of this Agreement), together with accrued but unpaid interest, at any time, on giving two (2) Business Days’ prior notice in writing to the Interim Facility Agent.

Amounts prepaid under the Interim Facilities cannot be redrawn.

On the occurrence of a prepayment under this Clause 6.2, a corresponding amount of the Interim Facility Commitments shall be cancelled.

Cancellation of Interim Commitments

On the occurrence of any event referred to in paragraph (a) of Clause 6.1 (Repayment), the UK Interim Asset Sale Bridge Facility Commitments, which, at that time, are unutilised shall be cancelled in full.

On the occurrence of any event referred to in paragraph (b) of Clause 6.1 (Repayment), the UK Interim Cash Confirmation Bridge Facility Commitments, which, at that time, are unutilised shall be cancelled in full.

INTEREST

Calculation of interest

the Margin; and

the LIBOR for that Interest Period.

Payment of interest

The period for which each Interim Loan is outstanding shall be divided into successive interest periods (each, an “Interest Period”), each of which will start on the expiry of the previous Interest Period or, in the case of the first Interest Period for an Interim Loan, on the relevant Drawdown Date.

The Borrower of each Interim Loan shall select an Interest Period of one (1), two (2), three (3) or four (4) weeks, two (2) months or ninety (90) days (or any other period agreed with the Interim Facility Agent) in each Drawdown Request and (in relation to subsequent Interest Periods for the Interim Loans) thereafter no later than 09.30 a.m. (London time) one Business Day prior to the end of the existing Interest Period for the outstanding Interim Loans.

If the Borrower does not select an Interest Period for an Interim Loan, the default Interest Period shall (subject to paragraph (e) below) be four (4) weeks (or, if earlier, a period ending on (i) in respect of any UK Interim Asset Sale Bridge Facility Loan, the Final Repayment Date applicable to the UK Interim Asset Sale Bridge Facility, or (ii) in respect of any UK Interim Cash Confirmation Bridge Facility Loan, the Final Repayment Date applicable to the UK Interim Cash Confirmation Bridge Facility).

The Borrower must pay accrued interest on each Interim Loan made to it on the last day of each Interest Period in respect of that Interim Loan and on any date on which that Interim Loan is repaid or prepaid.

Notwithstanding paragraphs (a), (b) and (c) above, no Interest Period will (i) in respect of any UK Interim Asset Sale Bridge Facility Loan, extend beyond the Final Repayment Date applicable to the UK Interim Asset Sale Bridge Facility, or (ii) in respect of any UK Interim Cash Confirmation Bridge Facility Loan, extend beyond the Final Repayment Date applicable to the UK Interim Cash Confirmation Bridge Facility.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not), provided that no Interest Period will (i) in respect of any UK Interim Asset Sale Bridge Facility Loan, extend beyond the Final Repayment Date applicable to the UK Interim Asset Sale Bridge Facility, or (ii) in respect of any UK Interim Cash Confirmation Bridge Facility Loan, extend beyond the Final Repayment Date applicable to the UK Interim Cash Confirmation Bridge Facility.

If there is a repayment, prepayment or recovery of all or any part of an Interim Loan other than on the last day of its Interest Period, the Borrower will pay the Interim Finance Parties promptly following demand their break costs (if any). The break costs (the “Break Costs”) will be the amount by which:

LIBOR (disregarding for this purpose any interest rate floor) which would have been payable at the end of the relevant Interest Period on the amount of the Interim Loan repaid, prepaid or recovered; exceeds

if positive, the amount of interest the Interim Lenders would have received by placing a deposit equal to the relevant amount with leading banks in the relevant interbank market for a period starting on the Business Day following receipt and ending on the last day of the relevant Interest Period.

Interest on overdue amounts

If the Borrower fails to pay when due any amount payable by it under the Interim Finance Documents, it must immediately on demand by the Interim Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

Interest on an overdue amount is payable at a rate determined by the Interim Facility Agent to be one (1) per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of that Interim Loan.

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount on the last day of each Interest Period (or such duration as selected by the Interim Facility Agent acting reasonably) to the extent permitted under any applicable law and regulation.

Interest calculation

Interest shall be paid in the currency of the relevant Interim Loan and shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a 365 day year.

The Interim Facility Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

Replacement of Screen Rate

Subject to paragraphs (b) and (c) below, any amendment or waiver which relates to providing for an additional or alternative benchmark rate, base rate or reference rate to apply in relation to that currency in place of that Screen Rate for an applicable Interim Facility (including any amendment, replacement or waiver to the definition of “LIBOR” or “Screen Rate”, including an alternative or additional page, service or method for the determination thereof) (or which relates to aligning any provision of an Interim Finance Document to the use of that other benchmark rate, base rate or reference rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity

If either the Borrower or the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) requests the making of a Benchmark Rate Change, the Borrower shall notify the Interim Facility Agent (or, as the case may be, the Interim Facility Agent shall notify the Borrower) thereof and if such Benchmark Rate Change cannot be agreed upon by the date which is five (5) Business Days before the end of the current Interest Period (or in the case of a new Interim Loan, the date which is five (5) Business Days before the date upon which the Drawdown Request will be served, as notified by the Borrower to the Interim Facility Agent), the Screen Rate applicable to any Interim Lender’s share of an Interim Loan shall be replaced by the rate certified to the Interim Facility Agent by that Interim Lender as soon as practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be paid in respect of the relevant Interest Period) to be that which expresses as a percentage rate per annum of the cost to the relevant Interim Lender of funding its participation in that Interim Loan in the relevant interbank market.

Notwithstanding the definitions of “LIBOR” or “Screen Rate” in Schedule 1 (Definitions and Interpretation) or any other term of any Interim Finance Document, the Interim Facility Agent may from time to time (with the prior written consent of the Borrower) specify a Benchmark Rate Change for any currency for the purposes of the Interim Finance Documents, and each Interim Lender authorises the Interim Facility Agent to make such specification.

Absence of quotations

Market Disruption Notice

LIBOR is to be determined by reference to rates supplied by Reference Banks and none or only one of the Reference Banks supplies a rate by 12.00 noon (London time) on the Rate Fixing Day; or

before close of business in London on the Rate Fixing Day for the relevant Interest Period, one or more Interim Lenders whose participations in that Disrupted Loan equal or exceed in aggregate forty (40) per cent. of the amount of that Disrupted Loan notify the Interim Facility Agent that by reason of circumstances affecting the relevant interbank market generally the cost to those Interim Lenders of obtaining matching deposits in the relevant interbank market would be in excess of LIBOR,

Proposed Disrupted Loans

TAXES

Gross-up

The Borrower must make all payments under the Interim Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

If the Borrower or an Interim Lender becomes aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), it shall promptly notify the Interim Facility Agent. Failure to give such notice shall not affect the obligations of the Borrower under the Interim Finance Documents. If the Interim Facility Agent receives such notification from an Interim Lender it shall notify the Borrower.

If any Tax Deduction is required by law to be made by the Borrower (or by the Interim Facility Agent on behalf of the Borrower):

except as provided in Clause 8.2 (Exceptions from gross-up), the amount of the payment due from the Borrower will be increased to an amount which (after taking into account any Tax Deduction) leaves an amount equal to the amount which would have been due if no Tax Deduction had been required; and

the Borrower will:

ensure that the Tax Deduction and any payment required in connection with it does not exceed the minimum amount required by law;

make the Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed by law; and

within thirty (30) days of making any Tax Deduction or any payment to the relevant Tax authorities required in connection with it, deliver to the Interim Facility Agent (for the Interim Finance Party entitled to the payment) evidence satisfactory to that Interim Finance Party (acting reasonably) that such Tax Deduction has been made or (as applicable) such payment paid to the appropriate authority.

Each Treaty Interim Lender, or Interim Lender that would have been a Treaty Interim Lender but for such Interim Lender’s failure to complete any necessary procedural formalities, upon reasonable request shall co-operate with the Borrower in completing any procedural formalities necessary for the Borrower to obtain authorisation to make a payment to that Interim Lender either without a Tax Deduction or, where a payment cannot be made without a Tax Deduction, with a reduced Tax Deduction, and maintain that authorisation where an authorisation expires or otherwise ceases to have effect.

A Treaty Interim Lender which is an Original Interim Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 8 (The Original Interim Lenders); and

a New Interim Lender that is a Treaty Interim Lender which is not an Original Interim Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Assignment Agreement which it executes,

If an Interim Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (e) above and:

a Borrower making a payment to that Interim Lender has not made a Borrower DTTP Filing in respect of that Interim Lender; or

a Borrower making a payment to that Interim Lender has made a Borrower DTTP Filing in respect of that Interim Lender but:

that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

HM Revenue & Customs has not given the Borrower authority to make payments to that Interim Lender without a Tax Deduction within 30 days of the date of the Borrower DTTP Filing,

If an Interim Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (e) above, no Borrower shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Interim Lender’s Interim Commitment(s) or its participation in any Loan unless the Interim Lender otherwise agrees.

The Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for delivery to the relevant Interim Lender.

Exceptions from gross-up

the Tax Deduction is the result of Taxes described in paragraph (b)(i) of Clause 8.3    (Tax indemnity); or

the Tax Deduction is on account of Tax imposed by the United Kingdom and:

on the date the payment falls due the payment could have been made to the relevant Interim Lender without the Tax Deduction if the Interim Lender had been a Qualifying Interim Lender, but on that date that Interim Lender is not or has ceased to be a Qualifying Interim Lender (unless that Interim Lender has ceased to be a Qualifying Interim Lender as a result of a Change of Law); or

the Borrower is able to demonstrate such Tax Deduction is the result of, or has been increased by, that Interim Lender’s failure to comply with its obligations under paragraph (d) of Clause 8.1 (Gross-up).

If, in relation to Tax imposed by the United Kingdom:

a Tax Deduction is required by law in respect of a payment made by or on account of the Borrower to an Interim Lender under an Interim Finance Document;

the Borrower was unaware, and could not reasonably be expected to have been aware, that the Tax Deduction was required and as a result does not make the Tax Deduction; and

the Borrower is not required to make an increased payment under Clause 8.1(c) above in respect of that Tax Deduction,

Tax indemnity

The Borrower shall (or shall procure that another Group Company will) (within five (5) Business Days of demand by the Interim Facility Agent) pay to an Interim Finance Party an amount equal to the loss, liability or cost which that Interim Finance Party determines (acting reasonably and in good faith) will be or has been (directly or indirectly) suffered for or on account of Tax by that Interim Finance Party in relation to a payment received or receivable from the Borrower under an Interim Finance Document.

Paragraph (a) above shall not apply:

to any Tax assessed on an Interim Finance Party under the law of the jurisdiction (or any political subdivision thereof) in which:

that Interim Finance Party is incorporated or, if different, in which that Interim Finance Party is treated as resident for tax purposes; or

that Interim Finance Party’s Facility Office or other permanent establishment is located in respect of amounts received or receivable in that

that Interim Finance Party has a present or former connection (other than any connection arising solely under this Interim Facility or any transactions contemplated thereby) in respect of amounts received or receivable under the Interim Finance Documents in that jurisdiction,

to the extent a loss or liability:

is compensated for by payment of an amount under Clause 8.1 (Gross-up);

would have been compensated for by payment of an increased amount under Clause 8.1 (Gross-up) but was not so compensated solely because one of the exclusions in Clause 8.2 (Exceptions from gross-up) applied;

is compensated for by payment of an amount under Clause 8.6 (Stamp Taxes) or Clause 8.7 (Value added taxes) or would have been compensated for by payment of an increased amount under such Clauses but was not so compensated solely because one of the exclusions in the applicable Clause applied;

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

relates to a FATCA Deduction required to be made by a party.

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

Tax Credit

Interim Lender Status Confirmation

Each Interim Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Interim Facility Agent and without liability to the Borrower, which of the following categories it falls in respect of the United Kingdom:

not a Qualifying Interim Lender;

a Qualifying Interim Lender (other than a Treaty Interim Lender); or

a Treaty Interim Lender.

To the extent that a New Interim Lender fails to indicate its status in accordance with this Clause 8.5 then such New Interim Lender shall be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Interim Lender until such time as it notifies the Interim Facility Agent which category applies (and the Interim Facility Agent, upon receipt of such notification, shall inform the Borrower).

For the avoidance of doubt, a Transfer Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of an Interim Lender to comply with this Clause 8.5.

Each Original Interim Lender (by executing this Agreement), each New Interim Lender (by executing the applicable Transfer Certificate or Assignment Agreement) and each Increase Lender (by executing the applicable Increase Confirmation) confirms, on the date it becomes a Party, to the Borrower that, following the United Kingdom ceasing to be a member state of the European Union as a consequence of the notification given by the United Kingdom on 29 March 2017 of its intention to exit the European Union pursuant to Article 50 of the Treaty on European Union (“Brexit”) (and assuming no changes to any applicable law or regulation other than changes to the laws of the United Kingdom resulting from Brexit), based upon information available on the date it becomes a Party, that it or its branch or Affiliate will be permitted to carry out all of that Interim Lender’s lending and other obligations under the Interim Finance Documents in all jurisdictions in which the Borrower is or may be incorporated from time to time (provided that such jurisdiction is an Approved Borrowing Jurisdiction (as defined below)), either pursuant to its (or its branch

Stamp Taxes

any such Tax payable in respect of any transfer, assignment, sub-participation or other disposal of an Interim Finance Party’s rights or obligations under an Interim Finance Document, unless such transfer, assignment, sub-participation or other disposal is (i)    pursuant to Clause 9.2 (Mitigation) or (ii) at the request of the Borrower under Part 3 (Replacement of an Interim Lender/Increase) of Schedule 5 (Impairment and Replacement of Interim Finance Parties) other than such a request in respect of a Defaulting Lender; or

any such Tax to the extent it becomes payable upon a voluntary registration made by any Interim Finance Party if such registration is not necessary to evidence, prove, maintain, enforce, compel or otherwise assert the rights of such Interim Finance Party under an Interim Finance Document.

Value added taxes

All amounts expressed to be payable under an Interim Finance Document by any party to an Interim Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply or supplies made by any Interim Finance Party to any party in connection with an Interim Finance Document, and such Interim Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Interim Finance Party (in addition to and at the same time as paying the consideration for that supply or supplies) an amount equal to the amount of the VAT (upon such Interim Finance Party providing an appropriate VAT invoice to such party).

If VAT is or becomes chargeable on any supply made by any Interim Finance Party (the “Supplier”) to any other Interim Finance Party (the “Recipient”) under an Interim Finance Document, and any party other than the Recipient (the “Relevant Party”) is required by the terms of any Interim Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

Where an Interim Finance Document requires any party to reimburse or indemnify an Interim Finance Party for any costs or expenses, that party shall reimburse or indemnify (as the case may be) the Interim Finance Party against any VAT incurred by the Interim Finance Party in respect of the costs or expenses, to the extent that the Interim Finance Party reasonably determines that neither it nor any group of which it is a member for VAT purposes is entitled to credit or receive repayment in respect of the VAT from the relevant tax authority.

Any reference in Clause 8.7 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

In relation to any supply made by an Interim Finance Party to any party under an Interim Finance Document, if reasonably requested by such Interim Finance Party, that party must promptly provide such Interim Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Interim Finance Party’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

Paragraph (a) above shall not oblige any Interim Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Interim Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Interim Facility Agent, and the Interim Facility Agent shall notify the other Interim Finance Parties.

INCREASED COSTS

Increased Costs

If (i) the introduction of, or a change in, or a change in the interpretation, administration or application of, any law, regulation or treaty occurring after the date on which it becomes party to this Agreement, or (ii) compliance with any law, regulation or treaty made after the date on which it becomes party to this Agreement or (iii) the implementation or application of or compliance with Basel III and/or CRD IV or any other law or regulation which implements Basel III and/or CRD IV, results in any Interim Finance Party (a “Claiming Party”) or any Affiliate of it incurring any Increased Cost (as defined in paragraph (c) below):

the Claiming Party will notify the Borrower and the Interim Facility Agent of the circumstances giving rise to that Increased Cost as soon as reasonably practicable after becoming aware of it and will as soon as reasonably practicable provide a certificate confirming the amount of that Increased Cost with (to the extent available) appropriate supporting evidence; and

within five (5) Business Days of demand by the Claiming Party, the Borrower will (or shall procure that another Group Company will) pay to the Claiming Party the amount of any Increased Cost incurred by it (or any Affiliate of it).

No Group Company will be obliged to compensate any Claiming Party under paragraph (a) above in relation to any Increased Cost:

to the extent already compensated for by a payment under Clause 8 (Taxes) (or would have been so compensated but for an exclusion in Clauses 8.2 (Exceptions from gross-up), 8.3 (Tax indemnity), 8.6 (Stamp Taxes) or 8.7 (Value added taxes));

attributable to the breach by the Claiming Party of any law, regulation or treaty or any Interim Finance Document;

attributable to a Tax Deduction required by law to be made by the Borrower;

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

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment to Basel II arising out of Basel III (as defined in
paragraph (c)(ii) below)) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Interim Finance Party or any of its Affiliates) but excluding any Increased Cost attributable to Basel III or any other law or regulation which implements Basel III (in each case, unless an Interim Finance Party was or reasonably should have been aware of that Increased Cost on the date on which it became an Interim Finance Party under this Agreement);

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

attributable to a FATCA Deduction required to be made by a Party;

attributable to the implementation or application of, or compliance with, Basel III or CRD IV or any other law or regulation which implements or applies Basel III or CRD IV, in each case, to the extent the relevant Interim Finance Party was aware of (or could reasonably be expected to have been aware of) the relevant Increased Cost at the date of this Agreement or, if later, the date it became an Interim Finance Party; or

not notified to the Borrower in accordance with paragraph (a)(i) above.

In this Agreement:

“Increased Cost” means:

an additional or increased cost;

a reduction in any amount due, paid or payable to the Claiming Party under any Interim Finance Document; or

a reduction in the rate of return from an Interim Facility or on the Claiming Party’s (or its Affiliates’) overall capital,

“Basel III” means:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel (III); and

“CRD IV” means:

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

Mitigation

If circumstances arise which entitle an Interim Finance Party:

to receive payment of an additional amount under Clause 8 (Taxes);

to demand payment of any amount under Clause 9.1 (Increased Costs); or

to require cancellation or prepayment to it of any amount under Clause 9.3 (Illegality),

No Interim Finance Party will be obliged to take any such steps or action if to do so is likely in its opinion (acting in good faith) to be unlawful or to have an adverse effect on its business, operations or financial condition or breach its banking policies or require it to disclose any confidential information.

The Borrower shall (or shall procure that another Group Company will), within five (5) Business Days of demand by the relevant Interim Finance Party, indemnify such Interim Finance Party for any costs or expenses reasonably incurred by it as a result of taking any steps or action under this Clause 9.2.

This Clause 9.2 does not in any way limit, reduce or qualify the obligations of the Borrower under the Interim Finance Documents.

Illegality

that Interim Finance Party shall promptly so notify the Interim Facility Agent and the Borrower upon becoming aware of that event; and

the Borrower shall (or shall procure that a Group Company will) prepay that Interim Finance Party’s participation in all outstandings under the relevant Interim Facility (together with any related accrued interest) and pay (or procure payment of) all other amounts due to that Interim Finance Party under the Interim Finance Documents and that Interim Finance Party’s Interim Commitment will be cancelled, in each case, to the extent necessary to cure the relevant illegality and, on the date specified by that Interim Finance Party in such notice (being the last Business Day immediately prior to the illegality taking effect or the latest date otherwise allowed by the relevant law (taking into account any applicable grace period)) unless an earlier date is otherwise agreed or required by the Borrower, provided that on or prior to such date the Borrower shall have the right to require that Interim Lender to transfer its Interim Commitments and participation in each Interim Loan to another bank, financial institution or other person nominated for such purpose by the Borrower which has agreed to purchase such rights and obligations at par plus accrued interest.

PAYMENTS

Place

Unless otherwise specified in an Interim Finance Document, on each date on which payment is to be made by any Party (other than the Interim Facility Agent) under an Interim Finance Document, such Party shall pay, in the required currency, the amount required to the Interim Facility Agent, for value on the due date at such time and in such funds as the Interim Facility Agent may specify to the Party concerned as being customary at that time for settlement of transactions in the relevant currency in the place of payment. All such payments shall be made to the account specified by the Interim Facility Agent for that purpose in the principal financial centre of the country of the relevant currency (or in relation to euro, US Dollars and Sterling, London).

Unless otherwise specified in an Interim Finance Document (including any Drawdown Request), each payment received by the Interim Facility Agent under the Interim Finance Documents for another Party shall, subject to paragraphs (c) and (d) below and to Clause 10.3 (Assumed receipt), be made available by the Interim Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of an Interim Lender, for the account of its Facility Office), to such account as that Party may notify to the Interim Facility Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency (or in relation to euro, US Dollars and Sterling, London).

The Interim Facility Agent may with the consent of the Borrower (or in accordance with Clause 16 (Set-Off)) apply any amount received by it for the Borrower in or towards payment (as soon as practicable after receipt) of any amount then due and payable by that Borrower under the Interim Finance Documents or in or towards purchase of any amount of any currency to be so applied.

Each Agent may deduct from any amount received by it for another Party any amount due to such Agent from that other Party but unpaid and apply the amount deducted in payment of the unpaid debt owed to it.

Currency of payment

Subject to paragraphs (b) to (e) (inclusive) below, Sterling is the currency of account and payment of any sum due from the Borrower under any Interim Finance Documents shall be made in Sterling.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes were incurred.

Each repayment of an Interim Loan or overdue amount or payment of interest thereon shall be made in the currency of the Interim Loan or overdue amount.

Each payment under Clauses 8.1 (Gross-up), 8.3 (Tax indemnity) or 9.1 (Increased Costs) shall be made in the currency specified by the Interim Finance Party making the claim (being the currency in which the Tax or losses were incurred).

Any amount expressed in the Interim Finance Documents to be payable in a particular currency shall be paid in that currency.

Assumed receipt

Where an amount is or is required to be paid to the Interim Facility Agent under any Interim Finance Document for the account of another person (the “Payee”), the Interim Facility Agent is not obliged to pay that amount to the Payee until the Interim Facility Agent is satisfied that it has actually received that amount.

If the Interim Facility Agent nonetheless pays that amount to the Payee (which it may do at its discretion) and the Interim Facility Agent had not in fact received that amount, then the Payee will on demand refund that amount to the Interim Facility Agent (together with interest on that amount at the rate determined by the Interim Facility Agent to be equal to the cost to the Interim Facility Agent of funding that amount for the period from payment by the Interim Facility Agent until refund to the Interim Facility Agent of that amount), provided that the Borrower will have no obligation to refund any such amount received from the Interim Facility Agent and paid by it (or on its behalf) to any third party for a purpose set out in Clause 3.3 (Purpose).

No set-off or counterclaim

Business Days

If any payment would otherwise be due under any Interim Finance Document on a day which is not a Business Day, that payment shall be due on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any such extension of the due date for payment of any principal or overdue amount, or any extension of an Interest Period, interest shall accrue and be payable at the rate payable on the original due date.

Change in currency

Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country:

any reference in any Interim Finance Document to, and any obligations arising under any Interim Finance Document in, the currency of that country shall be translated into, and paid in, the currency or currency unit designated by the Interim Facility Agent (after consultation with the Borrower); and

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank of that country for the conversion of that currency or currency unit into the other, rounded up or down by the Interim Facility Agent (acting reasonably).

If a change in any currency of a country occurs, the Interim Finance Documents will, to the extent the Interim Facility Agent specifies is necessary (acting reasonably and after consultation with the Borrower), be amended to comply with any generally accepted conventions and market practice in any relevant interbank market and otherwise to reflect

Application of proceeds

If the Interim Facility Agent receives a payment that is insufficient to discharge all amounts then due and payable by the Borrower under any Interim Finance Document, the Interim Facility Agent shall apply that payment towards the obligations of the Borrower under the Interim Finance Documents in the following order:

first, in payment pro rata of any fees, costs and expenses of the Agents and the Arrangers due but unpaid under the Interim Finance Documents;

second, in payment pro rata of any fees, costs and expenses of the Interim Lenders, due but unpaid under the Interim Finance Documents;

third, in payment pro rata of any accrued interest in respect of the Interim Facilities, due but unpaid under the Interim Finance Documents;

fourth in payment pro rata of any principal due but unpaid under the Interim Facilities; and

fifth in payment pro rata of any other amounts due but unpaid under the Interim Finance Documents; and

the balance, if any, in payment to the Borrower.

The Interim Facility Agent shall, if directed by all the Interim Lenders, vary the order set out in sub-paragraphs (a)(ii) to (a)(v).

Any such application by the Interim Facility Agent will override any appropriation made by the Borrower.

Any amount recovered under the Interim Security Documents will be paid to the Interim Facility Agent to be applied as set out in paragraph (a) above.

FEES AND EXPENSES

Costs and expenses

the negotiation, preparation, printing, execution and perfection of any Interim Finance Document and other documents contemplated by the Interim Finance Documents executed after the date of this Agreement; and

any amendment, waiver or consent made or granted in connection with the Interim Finance Documents,

Enforcement costs

Amendment costs

Other fees

Limitations

no fees, costs, expenses or other amount shall be payable by any Group Company to any Interim Finance Party under any Interim Finance Document if the Interim Closing Date does not occur (save, in the case of legal fees, as otherwise agreed prior to the date of this Agreement);

any demand for reimbursement of costs and expenses incurred by an Interim Finance Party must be accompanied by reasonable details of the amount demanded (including, at the request of the Borrower, hours worked, rates charged and individuals involved); and

if an Interim Lender assigns or transfers any of its rights, benefits or obligations under the Interim Finance Documents, no Group Company shall be required to pay any fees, costs, expenses or other amounts relating to or arising in connection with that assignment or transfer (including any stamp duty, transfer or registration Taxes and any amounts relating to the perfection or amendment of the Interim Security Documents).

INDEMNITIES

General indemnity

the occurrence of any Major Event of Default;

the operation of Clause 15 (Pro Rata Payments);

any failure by the Borrower to pay any amount due under an Interim Finance Document on its due date;

any Interim Loan not being made for any reason (other than as a result of the fraud, default or negligence of that Interim Finance Party) on the Drawdown Date specified in the Drawdown Request requesting that Interim Loan; or

any Interim Loan or overdue amount under an Interim Finance Document being repaid or prepaid otherwise than in accordance with a notice of prepayment given by the Borrower or otherwise than on the last day of the then current Interest Period relating to that Interim Loan or overdue amount, other than as a result of that Interim Lender failing to advance its participation pursuant to any Long-term Financing Agreement for the purposes of refinancing the Interim Facilities;

Currency indemnity

If:

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

any amount payable by the Borrower under or in connection with any Interim Finance Document has to be converted from the Agreed Currency into another currency for the purpose of making, filing, obtaining or enforcing any claim, proof, order or judgment,

Any conversion required will be made at the prevailing rate of exchange on the date and in the market determined by the relevant Interim Finance Party, acting reasonably, as being most appropriate for the conversion. The Borrower will also, within ten (10) Business Days of demand, pay the reasonable costs of the conversion.

The Borrower waives any right it may have in any jurisdiction to pay any amount under any Interim Finance Document in a currency other than that in which it is expressed to be payable in that Interim Finance Document.

Indemnity to the Interim Facility Agent

investigating any event which it reasonably believes is a Major Event of Default (provided that, if after doing so it is established that such event is not a Major Event of Default, the cost, loss or liability of investigation shall be for the account of the Interim Lenders); and

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised,

Indemnity to the Interim Security Agent

The Borrower shall (or shall procure that another Group Company will) within ten (10) Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify the Interim Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by the Interim Security Agent, Receiver or Delegate (acting reasonably) incurred as a result of:

the taking, holding, protection or enforcement of the Interim Security;

the exercise of any of the rights, powers, discretions and remedies vested in the Interim Security Agent and each Receiver and Delegate by the Interim Finance Documents or by law; and

any default by the Borrower in the performance of any of the obligations expressed to be assumed by it in the Interim Finance Documents,

The Interim Security Agent and, to the extent relevant, each other Interim Finance Party may, in priority to any payment to the Interim Finance Parties, indemnify itself out of the Charged Property over which it holds Interim Security in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 12.4 and shall have a lien on the Interim Security held by it and the proceeds of the enforcement of the Interim Security held by it for all moneys payable to it.

Acquisition Indemnity

The Borrower shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each an “Indemnified Person”) against any cost, expense, loss, liability (including, except as specified below, legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local and gaming counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each a “Proceeding”), commenced or threatened, relating to this Agreement, the Interim Facilities or the Acquisition or the use or proposed use of proceeds of the Interim Facilities (except to the extent such cost, expense, loss or liability resulted from (x) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries).

If any event occurs in relation to which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours to notify the Borrower in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Borrower fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently and shall consult with the Borrower prior to settling any claim, action or proceeding, provided that failure to notify and/or consult with the Borrower shall not relieve the Borrower from any liability under this Clause 12.5 except to the extent that the Borrower would have been prejudiced through loss, forfeiture or impairment of the applicable Indemnified Person’s rights or defences by such failure.

The Indemnified Person shall also be entitled to appoint one primary counsel for all Indemnified Persons (taken as a whole) in each applicable jurisdiction (and, solely in the case of a conflict of interest, one additional counsel as necessary to the affected Indemnified Persons taken as a whole) in respect of any such claim, action or proceeding.

Neither (x) any Indemnified Person, nor (y) any member of the Combined Group or any member of the Target Group (or any of their respective Affiliates), shall be liable for any indirect, special, punitive or consequential losses or damages in connection with its activities related to the Interim Facilities or the Interim Finance Documents.

SECURITY

Responsibility

any failure in perfecting or protecting the Security Interest created by any Interim Security Document; or

any other action taken or not taken by it in connection with an Interim Security Document.

Possession of documents

Investments

invested in the name of, or under the control of, the Interim Security Agent in any investment for the time being authorised by applicable law for the investment by trustees of trust money or in any other investments which may be selected by the Interim Security Agent with the consent of the Majority Interim Lenders; or

placed on deposit in the name of, or under the control of, the Interim Security Agent at such bank or institution (including any other Interim Finance Party) and upon such terms as the Interim Security Agent may think fit.

Conflict with Interim Security Documents

Enforcement of Interim Security Documents

The Security Interests granted pursuant to the Interim Security Documents may only be enforced if an Acceleration Notice has been given to the Borrower and remains outstanding.

If the Interim Security is being enforced pursuant to paragraph (a) above, the Interim Security Agent shall enforce the Interim Security in such manner as the Majority Interim Lenders shall instruct, or, in the absence of any such instructions, as the Interim Security Agent sees fit.

Subject to Clause 14 (Agents and Arrangers), each Interim Finance Party (other than the Interim Security Agent) agrees not to enforce independently or exercise any rights or powers arising under an Interim Security Document except through the Interim Security Agent and in accordance with the Interim Finance Documents.

Release of security

If:

a disposal to a person or persons outside the Group of any asset over which a Security Interest has been created by any Interim Security Document is:

being effected at the request of the Majority Interim Lenders in circumstances where any of the security created by the Interim Security Documents has become enforceable; or

being effected by enforcement of the Interim Security Documents;

the Interim Liabilities (other than contingent obligations not then due) are repaid in full;

there is a disposal of any asset over which security has been created by any Interim Security Document and which is permitted or not prohibited by the Interim Finance Documents; or

the Expected Assumption occurs,

The releases referred to in paragraph (a) above are:

any release of the security created by the Interim Security Documents which is required to implement the Expected Assumption;

any release of the security created by the Interim Security Documents over that asset; and

if that asset comprises all of the shares in the capital of any member of the Group (or any direct or indirect holding company of any member of the Group) held by any other member of the Group, a release of that member of the Group (or any direct or indirect holding company of any member of the Group) and its Subsidiaries from all present and future liabilities (both actual and contingent and including any liability to any other member of the Group under the Interim Finance Documents by way of contribution or indemnity) under the Interim Finance Documents and a release of all Security granted by that member of the Group (or any direct or indirect holding company of any member of the Group) and its Subsidiaries under the Security Documents.

In the case of paragraphs (a)(i)(A) and (a)(i)(B) above, the net cash proceeds of the disposal must be applied in accordance with Clause 13.7 (Application of Proceeds - Enforcement of Interim Security).

If the Interim Security Agent is satisfied that a release is permitted under this Clause 13.6, each Interim Finance Party must execute (at the cost of the Borrower) any document which is reasonably required to achieve that release. Each other Interim Finance Party irrevocably authorises the Interim Security Agent to execute any such document. Any release will not affect the obligations of any other member of the Group under the Interim Finance Documents.

Application of Proceeds - Enforcement of Interim Security

Investment of Proceeds

Currency Conversion

For the purpose of or pending the discharge of any of the obligations secured pursuant to the Interim Security, the Interim Security Agent may convert any moneys received or recovered by the Interim Security Agent from one currency to another, at the spot rate at which the Interim Security Agent is able to purchase the currency in which the obligations secured pursuant to the Interim Security are due with the amount received.

The obligations of the Borrower to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

Permitted Deductions

Discharge of Secured Obligations

Any payment to be made in respect of the obligations secured pursuant to the Interim Security by the Interim Security Agent may be made to the Interim Facility Agent on behalf of the Interim Lenders and that payment shall be a good discharge to the extent of that payment, to the Interim Security Agent.

The Interim Security Agent is under no obligation to make payment to the Interim Facility Agent in the same currency as that in which any sum due and payable but unpaid by the Borrower under the Interim Finance Documents is denominated.

Perpetuity period

AGENTS AND ARRANGERS

Appointment of Agents

Each Interim Finance Party (other than the relevant Agent) irrevocably authorises and appoints each Agent:

to act as its agent under and in connection with the Interim Finance Documents (and in the case of the Interim Security Agent to act as its trustee for the purposes of the Interim Security Documents) subject to 14.10 (Role of the Interim Security Agent) with respect to the Interim Security Documents;

to execute and deliver such of the Interim Finance Documents and any other document related to the Interim Finance Documents as are expressed to be executed by such Agent;

to execute for and on its behalf any and all Interim Security Documents and any other agreements related to the Interim Security Documents, including the release of the Interim Security Documents; and

to perform the duties and to exercise the rights, powers and discretions which are specifically delegated to such Agent by the terms of the Interim Finance Documents, together with all other incidental rights, powers and discretions.

Each Interim Finance Party:

(other than the Interim Facility Agent, the Interim Security Agent and the Arrangers) irrevocably authorises and appoints, severally, each of the Agents and the Arrangers to accept on its behalf the terms of any reliance, non-reliance, hold harmless or engagement letter relating to any report, certificate or letter provided by accountants, auditors or other professional advisers in connection with any of the Interim Finance Documents or any related transactions and to bind such Interim Finance Party in respect of the addressing or reliance or non-reliance or limitation of liability of any person under any such report, certificate or letter; and

accepts the terms and any limitation of liability or qualification in the reports or any reliance, non-reliance, hold harmless or engagement letter entered into by any of the Agents and/or the Arrangers (in each case, whether before or after such Interim Finance Party became party to this Agreement) in connection with the Interim Finance Documents.

The relationship between each Agent and the other Interim Finance Parties is that of principal and agent only. Except as specifically provided in the Interim Finance Documents, no Agent shall:

have, or be deemed to have, any obligations to, or trust or fiduciary relationship with, any other Party or other person, other than those for which specific provision is made by the Interim Finance Documents; or

be bound to account to any other Interim Finance Party for any sum or the profit element of any sum received by it for its own account.

Neither Agent is authorised to act on behalf of an Interim Finance Party in any legal or arbitration proceedings relating to any Interim Finance Document without first obtaining that Interim Finance Party’s consent except in any proceedings for the protection, preservation or enforcement of any Interim Security Documents otherwise permitted by this Agreement.

Agents’ duties

Each Agent will only have those duties which are expressly specified in the Interim Finance Documents. The duties of the Agents are solely of a mechanical and administrative nature.

Each Agent shall promptly send to each other Interim Finance Party a copy of each notice or document delivered to that Agent by the Borrower for that Interim Finance Party under any Interim Finance Document.

Each Agent shall, subject to any terms of this Agreement which require the consent of all the Interim Lenders or of any particular Interim Finance Party:

act or refrain from acting in accordance with any instructions from the Majority Interim Lenders and any such instructions shall be binding on all the Interim Finance Parties; and

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with the instructions of the Majority Interim Lenders.

In the absence of any such instructions from the Majority Interim Lenders (or if required all Interim Lenders), each Agent may act or refrain from acting as it considers to be in the best interests of the Interim Lenders and any such action (or omission) shall be binding on all Interim Finance Parties.

The Interim Facility Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a register for the recordation of the names and addresses of the Interim Lenders, and the commitments of, and principal amounts (and stated interest) of the Interim Loans owing to, each Interim Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Interim Facility Agent and the Interim Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as an Interim Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Interim Lender, at any reasonable time and from time to time upon reasonable prior notice.

Agents’ rights

act under the Interim Finance Documents by or through its personnel, delegates or agents (and any indemnity given to, or received by, an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision);

except as expressly provided to the contrary in any Interim Finance Document, refrain from exercising any right, power or discretion vested in it under the Interim Finance Documents until it has received instructions from the Majority Interim Lenders or, where relevant, all the Interim Lenders;

unless it has received notice to the contrary in accordance with this Agreement, treat the Interim Lender which makes available any portion of an Interim Loan as the person entitled to repayment of that portion (and any interest, fees or other amounts in relation thereto);

notwithstanding any other term of an Interim Finance Document, refrain from doing anything (including disclosing any information to any Interim Finance Party or other person) which would or might in its opinion breach any law, regulation, court judgment or order or any confidentiality obligation, or otherwise render it liable to any person, and it may do anything which is in its opinion necessary to comply with any such law, regulation, judgment, order or obligation;

assume that no Major Event of Default has occurred, unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default;

refrain from acting in accordance with the instructions of the Majority Interim Lenders or all the Interim Lenders until it has been indemnified and/or secured to its satisfaction against all costs, losses or liabilities (including legal fees and any associated VAT) which it may sustain or incur as a result of so acting;

rely on any notice or document believed by it to be genuine and correct and assume that any notice or document has been correctly and appropriately authorised and given;

rely on any statement made by any person regarding any matter which might reasonably be expected to be within such person’s knowledge or power to verify;

engage, obtain, rely on and pay for any legal, accounting or other expert advice or services which may seem necessary to it;

at any time, and it shall if instructed by the Majority Interim Lenders, convene a meeting of the Interim Lenders;

accept without enquiry (and has no obligation to check) any title which the Borrower may have to any asset intended to be the subject of any Security Interest to be created by the Interim Security Documents; and

deposit any title deeds, transfer documents, share certificates, Interim Security Document or any other documents in connection with any of the assets charged by the Interim Security Documents with any bank or financial institution or any company whose business includes

Exoneration of the Arrangers and the Agents

responsible for, or responsible for checking, the adequacy, accuracy or completeness of:

any representation, warranty, statement or information (written or oral) made in or given in connection with any report, any Interim Finance Document or any notice or document delivered in connection with any Interim Finance Document or the transactions contemplated thereby; or

any notice, accounts or other document delivered under any Interim Finance Document (irrespective of whether the relevant Agent forwards that notice, those accounts or other documents to another Party);

responsible for the validity, legality, adequacy, accuracy, completeness, enforceability, admissibility in evidence or performance of any Interim Finance Document or any agreement or document entered into or delivered in connection therewith;

under any obligation or duty either initially or on a continuing basis to provide any Interim Finance Party with any credit, financial or other information relating to the Borrower or any other Group Company or any member of the Target Group or any risks arising in connection with any Interim Finance Document, except as expressly specified in this Agreement;

obliged to monitor or enquire as to the occurrence or continuation of a Major Event of Default;

deemed to have knowledge of the occurrence of a Major Event of Default unless it has received notice from another Party stating that a Major Event of Default has occurred and giving details of such Major Event of Default;

responsible for any failure of any Party duly and punctually to observe and perform their respective obligations under any Interim Finance Document;

responsible for the consequences of relying on the advice of any professional advisers selected by it in connection with any Interim Finance Document;

responsible for any shortfall which arises on the enforcement or realisation of the Interim Security;

liable for acting (or refraining from acting) in what it believes to be in the best interests of the Interim Finance Parties in circumstances where it has not been given instructions by the Interim Lenders or the Majority Interim Lenders (as the case may be);

liable to any Interim Finance Party for anything done or not done by it under or in connection with any Interim Finance Document and any other agreement, arrangement or

under any obligation to enquire into or check the title of the Borrower to, or to insure, any assets or property or any interest therein which is or is purported to be subject to any Security Interest constituted, created or evidenced by any Interim Security Document.

The Arrangers and the Agents individually

If it is an Interim Lender, each of the Arrangers and Agents has the same rights and powers under the Interim Finance Documents as any other Interim Lender and may exercise those rights and powers as if it were not also acting as an Arranger or an Agent.

Each of the Agents and the Arrangers may:

retain for its own benefit and without liability to account to any other person any fee, profit or other amount received by it for its own account under or in connection with the Interim Finance Documents or any of the activities referred to in paragraph (ii) below; and

accept deposits from, lend money to, provide any advisory, trust or other services to or engage in any kind of banking or other business with the Borrower or any other Group Company (or Affiliate of the Borrower or any other Group Company) or other Party (and, in each case, may do so without liability to account to any other person).

Except as otherwise expressly provided in this Agreement, no Arranger in its capacity as such has any obligation or duty of any kind to any other Party under or in connection with any Interim Finance Document.

Communications and information

All communications to the Borrower (or any Affiliate of the Borrower) under or in connection with the Interim Finance Documents are, unless otherwise specified in the relevant Interim Finance Document, to be made by or through the Interim Facility Agent. Each Interim Finance Party will notify the Interim Facility Agent of, and provide the Interim Facility Agent with a copy of, any communication between that Interim Finance Party and the Borrower (or Affiliate of the Borrower) on any matter concerning the Interim Facility or the Interim Finance Documents.

No Agent will be obliged to transmit to or notify any other Interim Finance Party of any information relating to any Party which that Agent has or may acquire otherwise than in connection with the Interim Facility or the Interim Finance Documents.

In acting as agent for the Interim Lenders, each Agent’s agency division will be treated as a separate entity from any of its other divisions or department (the “Other Divisions”). Any information relating to any Group Company acquired by any of the Other Divisions of an Agent or which in the opinion of that Agent is acquired by it otherwise than in its capacity as Agent under the Interim Finance Documents may be treated by it as confidential and will not be treated as information available to the other Interim Finance Parties.

Non-reliance

Each other Interim Finance Party confirms that it has made (and will continue to make) its own independent investigation and appraisal of the assets, business, financial condition and creditworthiness of the Group and the Target Group and of any risks arising under or in connection with any Interim Finance Document, and has not relied, and will not at any time rely, on any Agent or Arranger:

to assess the adequacy, accuracy or completeness of any information (whether oral or written) provided by or on behalf of the Borrower or any Group Company or any member of the Target Group under or in connection with any Interim Finance Document (whether or not that information has been or is at any time circulated to it by an Arranger or an Agent), or any document delivered pursuant thereto, including any contained in the Reports or the transactions contemplated thereby;

to assess whether that Interim Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Interim Finance Document;

to assess the assets, business, financial condition or creditworthiness of the Borrower, any Group Company, the Target Group or any other person; or

to assess the validity, legality, adequacy, accuracy, completeness, enforceability or admissibility in evidence of any Transaction Document or any document delivered pursuant thereto.

This Clause 14.7 is without prejudice to the responsibility of the Borrower for the information supplied by it or on its behalf under or in connection with the Interim Finance Documents and the Borrower remains responsible for all such information.

No Party (other than the relevant Agent) may take any proceedings against any officer, delegate, employee or agent of an Agent in respect of any claim it may have against that Agent or in respect of any act or omission by that officer, delegate, employee or agent in connection with any Interim Finance Document.

No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Interim Finance Documents to be paid by that Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose.

Know your customer

Agents’ indemnity

Each Interim Lender shall on demand indemnify each Agent for its share of any cost, loss or liability incurred by the relevant Agent in acting, or in connection with its role, as Agent under the Interim Finance Documents, except to the extent that the cost, loss or liability is incurred as a result of the relevant Agent’s fraud, negligence or wilful misconduct.

An Interim Lender’s share of any such loss or liability shall be the proportion which:

that Interim Lender’s participation in the outstanding Interim Loan bears to the outstanding Interim Loan at the time of demand; or

if there is no outstanding Interim Loan at that time, that Interim Lender’s Interim Commitment bears to the Total Interim Commitments at that time; or

if the Total Interim Commitments have been cancelled, that Interim Lender’s Interim Commitment bore to the Total Interim Commitments immediately before being cancelled.

The provisions of this Clause 14.9 are without prejudice to any obligations of the Borrower to indemnify the Agents under the Interim Finance Documents.

Role of the Interim Security Agent

The Interim Security Agent declares that it shall hold the Interim Security on trust for itself and the other Interim Finance Parties on the terms contained in this Agreement and shall administer the Interim Security Documents for itself and the other Interim Finance Parties and will apply all payments and other benefits received by it under the Interim Security Documents in accordance with the Interim Finance Documents.

Each of the Parties agrees that the Interim Security Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement or in the Interim Security Documents to which the Interim Security Agent is expressed to be a party (and no others shall be implied).

Each Interim Finance Party hereby authorises the Interim Security Agent (whether or not by or through employees or agents):

to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Interim Security Agent under the Interim Security Documents together with such powers and discretions as are reasonably incidental thereto; and

to take such action on its behalf as may from time to time be authorised under or in accordance with the Interim Security Documents.

The Interim Security Agent shall not be liable for any failure, omission or defect in registering, protecting or perfecting any Security Interest constituted, created or evidenced by any Interim Security Document.

The Interim Security Agent has no duty or obligation to require the deposit with it of, or to hold, any title deeds, share certificates, transfer documents or other documents in connection with any asset charged or encumbered or purported to be charged or encumbered under any Interim Security Document.

Each Interim Finance Party confirms its approval of each Interim Security Document and authorises and directs the Interim Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce the same as trustee (or agent) or as otherwise provided.

It is agreed that, in relation to any jurisdiction the courts of which would not recognise or give effect to the trust expressed to be created by this Agreement, the relationship of the Interim Finance Parties to the Interim Security Agent shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, that all the other provisions of this Agreement shall have full force and effect between the parties hereto.

PRO RATA PAYMENTS

Recoveries

within three (3) Business Days of receipt of the Recovery, the Recovering Interim Lender shall notify details of such Recovery to the Interim Facility Agent;

the Interim Facility Agent shall determine whether the amount of the Recovery is in excess of the amount which such Recovering Interim Lender should have received had such amount been paid to the Interim Facility Agent under Clause 10 (Payments) without taking account of any Tax which would have been imposed on the Interim Facility Agent in relation to the Recovery (any such excess amount being the “Excess Recovery”);

within three (3) Business Days of demand, the Recovering Interim Lender shall pay to the Interim Facility Agent an amount equal to the Excess Recovery;

the Interim Facility Agent shall treat that payment as if it was a payment made by the Borrower to the Interim Lenders under Clause 10 (Payments) and distribute it to the Interim Lenders (other than the Recovering Interim Lender) accordingly; and

on a distribution by the Interim Facility Agent under paragraph (d) above of any payment received by a Recovering Interim Lender from the Borrower as between the Borrower and the Recovering Interim Lender, the amount of the Excess Recovery shall be treated as not having been paid and (without double counting) the Borrower will owe the Recovering Interim Lender a debt (immediately due and payable) in an amount equal to the Excess Recovery.

Notification of Recovery

Exceptions to sharing

if it would not (after that payment) have a valid claim against the Borrower under paragraph (e) of Clause 15.1 (Recoveries) in an amount equal to the Excess Recovery; or

which it receives as a result of legal proceedings taken by it to recover any amounts owing to it under the Interim Finance Documents, which proceedings have been notified to the other Interim Finance Parties and where the Interim Lender concerned had a right and opportunity to, but does not, either join in those proceedings or promptly after receiving notice commence and diligently pursue separate proceedings to enforce its rights in the same or another court.

No security

SET-OFF

NOTICES

Mode of service

Any notice, demand, consent or other communication (a “Notice”) made under or in connection with any Interim Finance Document must be in writing and made by letter, email or any other electronic communication approved by the Interim Facility Agent or otherwise permitted pursuant to the terms of this Agreement.

An electronic communication will be treated as being in writing for the purposes of this Agreement.

The address and email address of each Party (and person for whose attention the Notice is to be sent) for the purposes of Notices given under or in connection with the Interim Finance Documents are:

in the case of any person which is a Party on the date of this Agreement, the address and email address set out beneath its name in the signature pages to this Agreement;

in the case of any other Interim Finance Party, the address and email address notified in writing by that Interim Finance Party for this purpose to the Interim Facility Agent on or before the date it becomes a Party; or

any other address and/or email address notified in writing by that Party for this purpose to the Interim Facility Agent (or in the case of the Interim Facility Agent, notified by the Interim Facility Agent to the other Parties) by not less than five (5) Business Days’ notice.

Any Notice given to an Agent will be effective only:

if it is marked for the attention of the department or officer specified by that Agent for receipt of Notices; and

subject to paragraph (b) of Clause 17.2 (Deemed service) below, when actually received by that Agent.

Deemed service

Subject to paragraph (b) below, a Notice will be deemed to be given as follows:

if by letter or delivered personally, when delivered;

if by email or any other electronic communication, when received in legible form; and

if by posting to an electronic website, at the time of notification to the relevant recipient of such posting or (if later) the time when the recipient was given access to such website.

A Notice given in accordance with paragraph (a) above but received on a day that is not a Business Day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

Electronic communication

Any communication to be made between the Interim Facility Agent and an Interim Lender under or in connection with the Interim Finance Documents may be made by unencrypted electronic mail or other electronic means, if the Interim Facility Agent and the relevant Interim Lender:

agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

notify each other of any change to their address or any other such information supplied by them.

Any electronic communication made between the Interim Facility Agent and an Interim Lender will be effective only when actually received in readable form and in the case of any electronic communication made by an Interim Lender to the Interim Facility Agent only if it is addressed in such a manner as the Interim Facility Agent shall specify for this purpose.

Language

Any Notice must be in English.

All other documents provided under or in connection with any Interim Finance Document must be:

in English; or

if not in English, accompanied by a certified English translation, in which case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

Personal liability

CONFIDENTIALITY

Each Interim Finance Party will keep the Interim Finance Documents and any information supplied to it by or on behalf of any member of the Combined Group under the Interim Finance Documents confidential, provided that it may disclose any such document or information to any person:

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Interim Finance Documents and to any of that person’s Affiliates, related funds, representatives and professional advisers on a confidential basis (provided that such person has first entered into a Confidentiality Undertaking agreeing to keep such Interim Finance Document or other document or information confidential);

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Interim Finance Documents and/or the Borrower and to any of that person’s Affiliates, related funds, representatives and professional advisers on a confidential basis (provided that such person has first entered into a Confidentiality Undertaking agreeing to keep such Interim Finance Document or other document or information confidential);

which is publicly available (other than by virtue of a breach of this Clause 18);

if and to the extent required by law or regulation or at the request of an administrative authority (including any tax or bank supervisory authority or if required pursuant to the rules of any relevant stock exchange) (in which event such Interim Finance Party shall notify the Borrower promptly thereof to the extent permitted by law);

to its directors, officers, employees, auditors and professional advisers on a confidential basis;

to any direct or indirect Holding Company of TopCo, the Borrower or BidCo, any Party or any Group Company;

to the extent reasonably necessary in connection with any legal or arbitration proceedings to which it is a party (in which event such Interim Finance Party shall notify the Borrower promptly thereof to the extent permitted by law);

for the purpose of obtaining any consent, making any filing, registration or notarisation or paying any stamp or registration tax or fee in connection with any of the Interim Finance Documents;

with the agreement of the Borrower; or

to any Affiliate (and any of their officers, directors, employees, professional advisers, auditors, partners and representatives) in connection with the transactions contemplated hereby, on an as needed and confidential basis (and such Interim Finance Party shall be responsible for such recipient’s compliance with this Clause 18.1).

This Clause 18 replaces any previous confidentiality undertaking given by any Interim Finance Party in connection with this Agreement prior to it becoming a Party.

For reasons of technical practicality, electronic communication may be sent in unencrypted form, even if the content may be subject to confidentiality and banking secrecy.

KNOW YOUR CUSTOMER REQUIREMENTS

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of the Borrower or the composition of the shareholders of the Borrower after the date of this Agreement; or

a proposed assignment or transfer by an Interim Lender of any of its rights and/or obligations under this Agreement to a party that is not an Interim Lender prior to such assignment or transfer,

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Representations

The Borrower makes the representations and warranties stated in Part 1 (Major Representations) of Schedule 4 (Major Representations, Undertakings and Events of

The Borrower acknowledges that each Interim Finance Party is relying on the representations and warranties made by it.

For the avoidance of doubt, no representations and warranties other than those which are set out in Part 1 (Major Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default) shall constitute a Major Representation under and pursuant to the definition thereof.

Undertakings

The Borrower agrees to be bound by the Major Undertakings relating to it set out in Part 2 (Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of Default) only.

For the avoidance of doubt, no undertakings other than those which are set out in Part 2 (Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of Default) shall constitute a Major Undertaking under and pursuant to the definition thereof.

The Borrower undertakes that it will procure that, so far as it is able, any director, officer, agent, employee or person acting on its behalf, is not a Restricted Person and does not act directly or indirectly on behalf of a Restricted Person.

The Borrower shall not directly or, to the best of its knowledge, indirectly use:

any revenue or benefit derived from any activity or dealing with a Restricted Person or in a Sanctioned Country in breach of Sanctions to be used in discharging any obligation due or owing to the Interim Lenders; or

the proceeds of any Interim Loan (or lend, contribute or otherwise make available such proceeds to any person) in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of, or agreeing to give, money, anything else of value, or any financial or other advantage or inducement to any person in violation of any Anti-Corruption Laws.

The Borrower shall not knowingly (acting with due care and enquiry) use, permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Interim Facilities to fund any trade, business or other activities:

involving or for the benefit of any Restricted Person or in any Sanctioned Country in breach of any Sanctions;

in any manner that would result in it or any Interim Lender being in breach of any Sanctions or becoming a Restricted Person; or

in any manner that would violate Sanctions.

This Clause 20.2 shall not be interpreted or applied in relation to BidCo, the Borrower or any member of the Combined Group to the extent that the obligations of this Clause 20.2 would violate or expose such entity or any director, officer or employee thereof to any liability under anti-boycott or blocking law, regulation or statute that is in force from time to time in the European Union (and/or any of its member states) and that are applicable to such entity including, without limitation, EU Regulation (EC) No 2271/96.

Events of Default

The Borrower shall promptly notify the Interim Facility Agent of any Major Event of Default (and the steps, if any, being taken to remedy it) upon becoming aware of its occurrence.

Promptly upon a request by the Interim Facility Agent, if the Interim Facility Agent has reasonable grounds for believing there is an outstanding Major Event of Default, the Borrower shall supply to the Interim Facility Agent a certificate signed by an authorised signatory of the Borrower certifying that no Major Event of Default is continuing (or, if a Major Event of Default is continuing, specifying the Major Event of Default and the steps, if any, being taken to remedy it).

The Borrower acknowledges that, in entering into the Interim Finance Documents, it has not relied on any representation or warranty by any Interim Finance Party other than those set out in the Interim Finance Documents.

CHANGES TO PARTIES

No transfers by the Borrower

Subject to paragraph (b) below, the Borrower may not assign, novate or transfer all or any part of their rights and obligations under any Interim Finance Documents.

The Interim Finance Parties acknowledge that:

the Tax Structure Memorandum contemplates Caesars Cayman Finance Limited (the “Existing Borrower”) being liquidated and BidCo assuming its rights and liabilities (the “Expected Assumption”);

the Expected Assumption may occur on or prior to the Termination Date (provided that the Expected Assumption Conditions (as defined below) are satisfied on or prior to the Assumption Date (as defined below) (and the Interim Facility Agent shall notify BidCo and the Interim Lenders promptly upon being satisfied)), in which case:

the Interim Finance Parties further acknowledge that the release of the security created by the UK Existing Interim Transaction Security (to the extent not already released in accordance with the terms of this Agreement) shall be required to implement the Expected Assumption and, for the avoidance of doubt, the Interim Finance Parties shall execute (at the cost of the Borrower) any document which is reasonably required to achieve that release (including the release of all of the obligations of BidCo thereunder and under the Interim Finance Documents) in accordance with Clause 13.6 (Release of security); and

the Existing Borrower shall cease to be the Borrower on the date when the Expected Assumption is effective (the “Assumption Date”) and from (and including) the Assumption Date shall have no further rights or obligations under the Interim Finance Documents and there shall be no requirement for a resignation letter or other document to be delivered to any Interim Finance Party by any member of the Combined Group in relation to the Expected Assumption; and

upon the Assumption Date occurring:

BidCo shall assume all of the rights and obligations of the Existing Borrower and become the Borrower for the purposes of this Agreement;

there shall be no requirement for (i) any shareholder of BidCo to grant security over their shareholding in BidCo for the purposes of securing the Interim Liabilities; or (ii) BidCo to grant security for the purposes of securing the Interim Liabilities; and

the Interim Finance Parties agree to negotiate in good faith any amendments (including, without limitation, in respect of any undertakings, baskets, carve-outs, thresholds, representations and/or anything of a legal or technical nature) reasonably requested by BidCo and which are necessary for it to meet its operational and business requirements or otherwise comply with the terms of this Agreement.

For the purposes of this Clause 21.1 (No transfers by the Borrower), “Expected Assumption Conditions” means:

the Existing Borrower shall notify the Interim Facility Agent no later than five (5) Business Days (or such later period as agreed between the Existing Borrower and the Interim Facility Agent, acting reasonably) prior to the anticipated Assumption Date;

the Existing Borrower and BidCo shall provide a certificate to the Interim Facility Agent whereby they agree that the Existing Borrower shall transfer to BidCo by novation all of the Existing Borrower’s rights and obligations under this Agreement and any other applicable Interim Finance Document which is not being released in connection with the Expected Assumption; and

to the extent requested by the Interim Facility Agent (acting upon the instructions of the Interim Lenders), BidCo shall provide the following as a condition to the Assumption Date:

to the extent legally required or if required by its constitutional documents, a copy of a resolution of the board of directors or equivalent body of BidCo approving the novation and it becoming the Borrower under this Agreement; and

a certificate from BidCo (signed by an authorised signatory):

certifying that the copy document specified in paragraph (c)(iii)(A) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded prior to the date of this Agreement; and

confirming that borrowing or securing (as appropriate) the Total Interim Commitments would not cause any borrowing, security or other similar limit binding on it to be exceeded; and

to the extent not already satisfied, completion of the Interim Finance Parties’ reasonable “know your customer” checks on BidCo which are required by applicable laws and/or regulations to be carried out and which (in each case) have been notified to BidCo not later than four (4) Business Days prior to the date of the Expected Assumption.

For the avoidance of doubt:

no Break Costs shall be payable as a result of the Expected Assumption;

each Interim Finance Party irrevocably authorises and instructs the Interim Facility Agent and the Interim Security Agent to sign on its behalf any document required to implement the Expected Assumption in compliance with this Clause 21.1 (No transfers by the Borrower); and

the Expected Assumption shall be on a cashless basis effected by way of book entries and not physical cash movement.

Transfers by Interim Lenders

Subject to this Clause 21, an Interim Lender (an “Existing Interim Lender”) may assign any of its rights or benefits, or transfer by novation or sub-participate any of its rights or benefits and obligations under or by reference to any Interim Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “New Interim Lender”).

Any assignment, transfer, sub-participation or other syndication of any rights, benefits and/or obligations under or by reference to the Interim Finance Documents by an Interim Lender shall:

on or prior to the expiry of the Certain Funds Period, require the prior written consent of the Borrower (in its sole discretion); and

after the expiry of the Certain Funds Period, require the prior written consent of the Borrower (in its sole discretion) unless:

such assignment, transfer or sub-participation is to another Interim Lender or an Affiliate of an Interim Lender; or

a Major Event of Default has occurred and is continuing provided that, in all cases (and regardless of whether a Major Event of Default has occurred and is continuing) no assignment, transfer or sub-participation shall be made to any of the following persons unless the prior written consent of the Borrower (in its sole discretion) is obtained:

an Industry Competitor or private equity sponsor; or

any person that is (or would, upon becoming an Interim Lender, be) a Defaulting Lender,

Each New Interim Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Interim Facility Agent has authority to execute on its behalf any consent, release, waiver or amendment that has been approved by the applicable Existing Interim Lender in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that agreement or consent to the same extent as the Existing Interim Lender would have been had it remained an Interim Lender.

Notwithstanding any other provision of this Agreement, neither the Borrower or another Group Company shall be liable to any other Party (by way of reimbursement, indemnity or otherwise) for any stamp, transfer or registration taxes, notarial and security registration or perfection fees, costs or other amounts payable by any Party in connection with any re-taking, re-notarisation, perfection, presentation, novation, re-registration of any Interim Security or otherwise in connection with any assignment, transfer, sub-participation or other back-to-back arrangement (except where such assignment, transfer, sub-participation or other back-to-back arrangement is at the request of the Borrower or, in respect of costs and liabilities which an Interim Finance Party (directly or indirectly) suffers (provided that all such costs and liabilities are reasonable) in relation to any stamp duty, stamp duty reserve tax, transfer tax, registration or other similar Tax payable in respect of any Interim Finance Document, as a result of any action taken pursuant to Clause 9.2 (Mitigation)).

Notwithstanding any other provision in this Clause 21, if prior to the end of the Certain Funds Period, an Existing Interim Lender transfers or assigns any of its rights and obligations under any Interim Finance Document in accordance with this Clause 21, it shall remain on risk and liable to fund any amount which any New Interim Lender (or subsequent New Interim Lender), following such transfer of rights and obligations in accordance with this Clause 21, is obliged to fund during the Certain Funds Period, but has failed to fund on a date during such period, as if such transfer never occurred.

Each Interim Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Interim Loans or other obligations under the Interim Finance Documents (the “Participant Register”); provided that no Interim Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Interim Finance Document) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under U.S. Treasury regulations

Any reference in this Agreement to an Interim Lender includes a New Interim Lender but excludes an Interim Lender if no amount is or may become owed to it under this Agreement.

Unless the Interim Facility Agent agrees otherwise and excluding an assignment or transfer:

to an Affiliate of an Interim Lender; or

to a Related Fund,

Limitation of responsibility of Existing Interim Lenders

Unless expressly agreed to the contrary, an Existing Interim Lender makes no representation or warranty and assumes no responsibility to a New Interim Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Interim Security, the Transaction Documents or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower or other Group Company of its obligations under the Transaction Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

Each New Interim Lender confirms to the Existing Interim Lender and the other Interim Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Interim Lender or any other Interim Finance Party in connection with any Transaction Document or the Interim Security; and

will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Interim Finance Documents or any Interim Commitment is in force.

Subject to paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), nothing in any Interim Finance Document obliges an Existing Interim Lender to:

accept a re-transfer or re-assignment from a New Interim Lender of any of the rights and obligations assigned or transferred under this Clause 21; or

support any losses directly or indirectly incurred by the New Interim Lender by reason of the non-performance by the Borrower of its obligations under the Transaction Documents or otherwise.

Procedure for transfer

Subject to the conditions set out in paragraphs (b) and (e) of Clause 21.2 (Transfers by Interim Lenders), a transfer is effected in accordance with paragraph (c) below when the Interim Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Interim Lender and the New Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

The Interim Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Interim Lender and the New Interim Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Interim Lender.

On the Transfer Date:

subject to the conditions set out in paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), to the extent that in the Transfer Certificate the Existing Interim Lender seeks to transfer by novation its rights and obligations under the Interim Finance Documents and, in respect of the Interim Security, the Borrower (and any provider of Interim Security) and the Existing Interim Lender shall be released from further obligations towards one another under the Interim Finance Documents and in respect of the Interim Security and their respective rights against one another under the Interim Finance Documents and in respect of the Interim Security shall be cancelled (being the “Discharged Rights and Obligations”);

the Borrower and the New Interim Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower or another Group Company and the New Interim Lender have assumed and/or acquired the same in place of the Borrower;

subject to the conditions set out in paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), the Interim Facility Agent, the Arrangers, the Interim Security Agent, the New Interim Lender and the other Interim Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Interim Security as they would have acquired and assumed had the New Interim Lender been an Original Interim Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Interim Facility Agent, the Arrangers, the Interim Security Agent and the Existing Interim Lender shall each be released from further obligations to each other under the Interim Finance Documents; and

the New Interim Lender shall become a Party as an “Interim Lender”.

If any assignment, transfer, sub-participation or other syndication of any rights, benefits and/or obligations under or by reference to the Interim Finance Documents in accordance with Clause 21.2 (Transfers by Interim Lenders) is executed in breach of the provisions contemplated in this Clause 21, such assignment, transfer or sub-participation, shall be void and deemed not to have occurred.

Procedure for assignment

Subject to the condition set out in paragraphs (b) and (e) of Clause 21.2 (Transfers by Interim Lenders), an assignment may be effected in accordance with paragraph (c) below when the Interim Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender. The Interim Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

The Interim Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Interim Lender and the New Interim Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the assignment to such New Interim Lender.

On the Transfer Date:

subject to paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), the Existing Interim Lender will assign absolutely to the New Interim Lender its rights under the Interim Finance Documents and in respect of the Interim Security expressed to be the subject of the assignment in the Assignment Agreement;

subject to paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), the Existing Interim Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Interim Security);

the New Interim Lender shall become a Party as an “Interim Lender” and will be bound by obligations equivalent to the Relevant Obligations; and

subject to paragraph (e) of Clause 21.2 (Transfers by Interim Lenders), if the assignment relates only to part of the Existing Interim Lender’s share in the outstanding Interim Loans, the assigned part will be separated from the Existing Interim Lender’s share in the outstanding Interim Loans, made an independent debt and assigned to the New Interim Lender as a whole debt.

Copy of Transfer Certificate or Assignment Agreement to the Borrower

Increased costs

an Interim Lender assigns, transfers, sub-participates or otherwise disposes of any of its rights or obligations under the Interim Finance Documents or changes its Facility Office or lending office or branch; and

as a result of circumstances existing at the date the assignment, transfer, sub-participation or other change occurs, the Borrower would be obliged to make a payment or increased payment to the New Interim Lender, the Interim Lender granting the sub-participation or Interim Lender acting through its new office, branch or Facility Office under Clauses 8.1 (Gross-up), 8.3 (Tax indemnity) or 9.1 (Increased Costs),

Pro rata interest settlement

If the Interim Facility Agent has notified the Interim Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Interim Lenders and New Interim Lenders then (in respect of any transfer pursuant to Clause 21.4 (Procedure for transfer) or any assignment pursuant to Clause 21.5 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Interim Lender up to but excluding    the    Transfer    Date    (“Accrued Amounts”) and shall become due and payable to the Existing Interim Lender (without further interest accruing on them) on the last day of the current Interest Period; and

the rights assigned or transferred by the Existing Interim Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:

when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Interim Lender; and

the amount payable to the New Interim Lender on that date will be the amount which would, but for the application of this Clause 21.8, have been payable to it on that date, but after deduction of the Accrued Amounts.

In this Clause 21.8, references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

An Existing Interim Lender which retains the right to the Accrued Amounts pursuant to this Clause 21.8 but which does not have an Interim Commitment shall be deemed not to be an Interim Lender for the purposes of ascertaining whether the agreement of any specified group of Interim Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Interim Lenders under the Interim Finance Documents.

IMPAIRMENT AND REPLACEMENT OF INTERIM FINANCE PARTIES

CONDUCT OF BUSINESS BY THE INTERIM FINANCE PARTIES

interfere with the right of any Interim Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

oblige any Interim Finance Party to investigate or claim any credit, relief, remission or repayment available to it or to the extent, order and manner of any claim; or

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

AMENDMENTS AND WAIVERS

Required consents

Subject to Clause 24.2 (Exceptions), any term of the Interim Finance Documents may be amended or waived only with the consent of the Borrower and the Majority Interim Lenders and any such amendment or waiver will be binding on all Parties.

The Interim Facility Agent may effect, on behalf of any Interim Finance Party, any amendment or waiver permitted by this Clause 23.

Exceptions

An amendment or waiver that has the effect of changing or which relates to:

the definition of “Majority Interim Lenders”;

Clause 4 (Nature of an Interim Finance Party’s Rights and Obligations), Clause 15 (Pro Rata Payments) or Clause 21 (Changes to Parties);

the nature or scope of:

the Interim Security; or

the manner in which the proceeds of enforcement of the Interim Security are distributed;

the release of any Interim Security unless permitted under this Agreement or any other Interim Finance Document;

any provision which expressly requires the consent of all of the Interim Lenders;

this Clause 24;

paragraph 8 (Change of control) of Part 3 (Major Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default); or

any change to the definition of Minimum Acceptance Condition to reduce the Acceptance Condition specified therein to below 75 per cent.,

An amendment or waiver that has the effect of changing or relates to:

an extension to the availability periods referred to herein or the date of payment of any amount under any Interim Finance Document;

a reduction in the Margin or the amount of any payment to be made under any Interim Finance Document;

an increase in or an extension of any Interim Commitment; or

a change in currency of payment of any amount under the Interim Finance Documents,

An amendment or waiver which relates to the rights or obligations of the Interim Facility Agent, the Arrangers or the Interim Security Agent may not be effected without the consent of the Interim Facility Agent, the Arrangers or the Interim Security Agent, as applicable.

Without prejudice to the Interim Facility Agent’s right to seek instruction from the Interim Lenders from time to time, this Agreement and any other Interim Finance Document may be amended solely with the consent of the Interim Facility Agent and the Borrower without the need to obtain the consent of any other Interim Lender if such amendment is effected in order:

to correct or cure ambiguities, errors, omissions, defects;

to effect administrative changes of a technical or immaterial nature; or

to fix incorrect cross references or similar inaccuracies in this Agreement or the applicable Interim Finance Document.

Excluded Commitment

MISCELLANEOUS

Partial invalidity

Counterparts

Complete agreement

No representations by Interim Finance Parties

Third party rights

Unless expressly provided to the contrary in an Interim Finance Document, a person who is not a party to an Interim Finance Document may not rely on or enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

Notwithstanding any term of any Interim Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

GOVERNING LAW

JURISDICTION

Submission to jurisdiction

For the benefit of each Interim Finance Party, the Borrower each agree that the courts of England have exclusive jurisdiction to hear, decide and settle any dispute or proceedings arising out of or relating to this Agreement (including as to existence, validity or termination) and for the purpose of enforcement or any judgment against its assets, the Borrower irrevocably submits to the jurisdiction of the English courts.

Nothing in paragraph (a) above limits or prevents any Interim Finance Party from taking proceedings against the Borrower in any other court nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

Forum

that the courts of England are the most appropriate and convenient courts to settle any Dispute and waive any objection to the courts of England on grounds of inconvenient forum or otherwise; and

that a judgment or order of an English court in connection with a Dispute is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

Specific performance

the Borrower may be irreparably harmed by a breach of any term of the Interim Finance Documents and damages may not be an adequate remedy; and

the Borrower may be granted an injunction or specific performance for any threatened or actual breach of any term of the Interim Finance Documents.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

the effects of any Bail-in Action on any such liability, including, if applicable:

a reduction in full or in part or cancellation of any such liability;

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Interim Finance Document; or

the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Service of process

Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

irrevocably appoints BidCo as its agent for service of process in relation to any proceedings before the English courts in connection with any Interim Finance Document; and

agrees that failure by an agent for service of process to notify the Borrower of the process will not invalidate the proceedings concerned.

If any person appointed as agent for service of process is unable for any reason to act as agent for service of process, the Borrower must promptly (and in any event within ten (10) Business Days of such event taking place) appoint another agent on terms acceptable to the Interim Facility Agent (acting reasonably and in good faith). Failing this, the Interim Facility Agent may appoint another agent for this purpose.

ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS

To the extent that the Interim Finance Documents provide support, through a guarantee or otherwise, for swap agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Interim Finance Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and

For the purposes of this Clause 28:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

in relation to any person other than an Interim Finance Party, a Subsidiary or a Holding Company of that person or any other Subsidiary of that Holding Company;

in relation to any Interim Finance Party other than a fund, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with, that Interim Finance Party; or

in relation to any Interim Finance Party which is a fund, any other fund which is advised or managed by the same investment adviser or an Affiliate of that investment adviser.

where it relates to a Treaty Interim Lender that is an Original Interim Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Interim Lender’s name in of Schedule 8 (The Original Interim Lenders), and

where the Borrower is the Existing Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

where the Borrower is a Borrower that is not party to this Agreement on the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Additional Borrower; or

where it relates to a Treaty Interim Lender that is not an Original Interim Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Interim Lender in the relevant Transfer Certificate or Assignment Agreement which it executes on becoming a Party as an Interim Lender; and

where the Borrower is a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within 30 days of that Transfer Date; or

where the Borrower is not a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes a party to this Agreement.

if the Acquisition is intended to be completed pursuant to a Scheme, the date on which the Scheme lapses (including, subject to exhausting any rights of appeal, if a relevant court refuses to sanction the Scheme) or is withdrawn in writing, in each case, in accordance with its terms in the Announcement or Scheme Document (other than (i) where such lapse or withdrawal is as a result of the exercise of BidCo’s right to effect a switch from the Scheme to an Offer or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement made by BidCo to implement the Acquisition by a different offer or scheme (as applicable) in accordance with the terms of this Agreement);

if the Acquisition is intended to be completed pursuant to an Offer, the date on which the Offer lapses, terminates or is withdrawn, in each case, in accordance with its terms in the Announcement or Offer Document (other than (i) where such lapse or withdrawal is as a result of the exercise of BidCo’s right to effect a switch from the Offer to a Scheme or (ii) it is otherwise to be followed within twenty (20) Business Days by an Announcement by BidCo to implement the Acquisition by a different offer or scheme (as applicable) in accordance with this Agreement);

if the first Announcement has not been released by such time, ten (10) Business Days following the date that TopCo countersigns the Commitment Letter;

the date on which the Interim Facilities have been utilised in full or all of the Interim Commitments have been cancelled in full; and

the date that is the first Business Day (the “Outside Date”) following 14 January 2022, provided that, if the Interim Closing Date has occurred, the Outside Date shall be the later of (i) the first Business Day falling after 14 January 2022 and (ii) the date falling 90 days after the Interim Closing Date,

any change that occurs pursuant to, or in connection with the adoption, ratification, approval or acceptance of, the MLI in or by any jurisdiction; or

any change arising in consequence of, or in connection with, the United Kingdom ceasing to be a member state of the European Union.

Facilities” has the meaning given in paragraph (b) of Clause 3.3 (Purpose).

Interim Lender” has the meaning given to that term in paragraph (a) of Clause 21.2 (Transfers by Interim Lenders).

Assumption” has the meaning given to that term in paragraph (b)(i) of Clause 21.1 (No transfers by the Borrower).

means:

Sections 1471 through 1474 of the US Code (as in effect on the date of this Agreement or any amended or successor version that is substantively comparable and not materially more onerous to comply with) or any associated regulations or other official guidance;

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

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

Application Date” means:

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the US Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(a)(A)(ii) of the US Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), the first date on which such payment may become subject to a deduction or withholding required by FATCA; or

in relation to a “passthru payment” described in section 1471(d)(7) of the US Code not falling within paragraphs (a) or (b) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

in relation to the UK Interim Asset Sale Bridge Facility, the date which falls ninety (90) days after the first date upon which the UK Interim Asset Sale Bridge Facility is drawn; and

in relation to the UK Interim Cash Confirmation Bridge Facility, the date which falls ninety (90) days after the first date upon which the UK Interim Cash Confirmation Bridge Facility is drawn.

an Original Interim Lender; and

any other bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or other person which has become a Party as an Interim Lender pursuant to Clause 21 (Changes to Parties) or paragraph 2 (Increase) of Part 3 (Replacement of an Interim Lender / Increase) of Schedule 5 (Impairment and Replacement of Interim Finance Parties),

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Interim Loan or overdue amount; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Interim Loan or overdue amount,

means, in relation to any Interim Loan or any overdue amount:

the applicable Screen Rate;

(if no Screen Rate is available for the currency or Interest Period of that Interim Loan or overdue amount) the Interpolated Screen Rate for that Interim Loan or overdue amount; or

if:

no Screen Rate is available for the currency of that Interim Loan or an overdue amount; and

it is not possible to calculate an Interpolated Screen Rate for that Interim Loan or overdue amount,

any Affiliate of such persons which are a deposit taking financial institution authorised by a financial services regulator to carry out the business of banking which holds a minimum rating equal to or better than BBB- or Baa3 (as applicable) according to at least two of Moody’s, S&P or Fitch which are managed and controlled independently where any information made available under the Interim Finance Documents is not disclosed or made available to other Affiliates; and

any Original Interim Lender,

prior to the expiry of the Certain Funds Period, an event or circumstance set out in Part 3 (Major Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default) (but in relation to paragraph 1 (Payment default) thereof only insofar as it relates to payment of principal and/or interest under this Agreement and/or fees specified in the Fee Letter as payable in respect of the Interim Facilities and excluding any agency fees payable thereunder); and

after the expiry of the Certain Funds Period, an event or circumstance set out in Part 3 (Major Events of Default) of Schedule 4 (Major Representations, Undertakings and Events of Default),

prior to the expiry of the Certain Funds Period, a representation set out in Part 1 (Major Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default) (other than sub-paragraph (c) of paragraph 3 (No conflict) of Part 1 (Major Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default)); and

after the expiry of the Certain Funds Period, a representation set out in Part 1 (Major Representations) of Schedule 4 (Major Representations, Undertakings and Events of Default),

prior to the expiry of the Certain Funds Period, an undertaking set out in Part 2 (Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of Default) (other than sub-paragraph (b)(iv) of paragraph 8 (Acquisition undertakings) of Part 2 (Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of Default)); and

after the expiry of the Certain Funds Period, an undertaking set out in Part 2 (Major Undertakings) of Schedule 4 (Major Representations, Undertakings and Events of Default),

whose Interim Commitments then aggregate greater than 50 per cent. of the Total Interim Commitments; or

if the Total Interim Commitments have then been reduced to zero, whose Interim Commitments aggregated greater than 50 per cent. of the Total Interim Commitments immediately before that reduction.

in relation to UK Interim Asset Sale Bridge Facility, 3.50 per cent. per annum; and

in relation to the UK Interim Cash Confirmation Bridge Facility, 3.50 per cent. per annum.

has a material adverse effect on:

the consolidated business, assets or financial condition of the Group (taken as a whole); or

the ability of the Borrower to perform any of its payment obligations under the Interim Finance Documents (taking into account the financial resources available from other Group companies); or

subject to the Reservations and any Perfection Requirements, affects the validity or the enforceability of any of the Interim Finance Documents to an extent which is materially adverse to the interests of the Interim Lenders under the Interim Finance Documents taken as a whole and, if capable of remedy, is not remedied within twenty (20) Business Days of the earlier of:

the Borrower becoming aware of the issue; and

the giving of written notice of the issue by the Interim Facility Agent.

of any asset by the Borrower to another member of the Combined Group, provided that if the asset disposed of is subject to Interim Security at the time of disposal it shall be disposed of on the basis that it shall remain subject to, or otherwise become subject to, an equivalent Security Interest;

entered into in the ordinary course of the day-to-day business of the Borrower;

of cash or cash equivalent investments;

of any asset compulsorily acquired by any governmental authority, to the extent that such disposal does not result in a Major Event of Default;

required by law or regulation or any order of any governmental entity, provided that this does not result in a Major Event of Default;

which is a lease, sub-lease, licence or sub-licence of property in the ordinary course of business;

that arises as a result of a Permitted Transaction;

pursuant to any Security Interest referenced in paragraph 2 (Negative pledge) of Part 2 (Major Undertakings) of Schedule 5 (Major Representations, Undertakings and Events of Default) or granted under the Interim Security Documents or Long-term Financing Agreement; and

of assets where the net consideration received for which (when aggregated with net consideration received for any other sale, lease, licence, transfer or other disposal not allowed under the preceding paragraphs) does not exceed £30,000,000 (or its equivalent in other currencies) during the life of the Interim Facilities.

to enable a Holding Company of the Borrower to:

pay Taxes, duties or similar amounts for which it is liable;