an undertaking substantially in the form set out in Schedule 2 (Form of Creditor Accession Undertaking); or

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4 Creditor Accession Undertaking means: an undertaking substantially in the form set out in Schedule 2 (Form of Creditor Accession Undertaking); or a Transfer Certificate, Assignment Agreement, Increase Confirmation (each as defined in the relevant Facility Agreement) (provided that it contains an accession to this Agreement which is substantially in the form set out in Schedule 2 (Form of Creditor Accession Undertaking)), as the context may require. Creditors means the Primary Creditors, the Vendor Loan Noteholders and the Hurdle Loan Noteholders. Debt Document means each of this Agreement, the Senior Finance Documents, the Second Lien Finance Documents, the Security Documents, the Vendor Loan Note Documents, the Hurdle Loan Note Documents and any other document designated as such by the Security Agent and the Company. Debtor means the Company and any person which becomes a Party as a Debtor in accordance with the terms of Clause 7 (Changes to the Parties). Debtor Accession Deed means: a deed substantially in the form set out in Schedule 1 (Form of Debtor Accession Deed); or (only in the case of a member of the Group which is acceding as a borrower or guarantor under a Facility Agreement) an accession document in the form required by the relevant Facility Agreement (provided that it contains an accession to this Agreement which is substantially in the form set out in Schedule 1 (Form of Debtor Accession Deed)). Default means any event or circumstance specified as such in the Senior Facilities Agreement or in the Second Lien Facility Agreement. Delegate means any delegate, agent, attorney or co-trustee appointed by the Security Agent. Distress Event means any of: an Acceleration Event; or the enforcement of any Transaction Security. Enforcement Action means: in relation to any Liabilities: (i) (ii) (iii) the acceleration of any Liabilities or the making of any declaration that any Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Senior Facility Creditor or a Second Lien Creditor to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Debt Documents); the making of any declaration that any Liabilities are payable on demand; the making of a demand in relation to a Liability that is payable on demand; lds_003\ \4 2

5 (iv) (v) (vi) (vii) the making of any demand against any member of the Group in relation to any Guarantee Liabilities of that member of the Group; the exercise of any right to require any member of the Group to acquire any Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any Liability); the exercise of any right of set-off, account combination or payment netting against any member of the Group in respect of any Liabilities other which is otherwise expressly permitted under the Senior Facilities Agreement or the Second Lien Facilities Agreement to the extent that the exercise of that right gives effect to a Permitted Payment; and the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any Liabilities; (c) (d) the taking of any steps to enforce or require the enforcement of any Transaction Security (including the crystallisation of any floating charge forming part of the Transaction Security); the entering into of any composition, compromise, assignment or arrangement with any member of the Group which owes any Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities (other than any action permitted under Clause 7 (Changes to the Parties)); or the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any member of the Group which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such member of the Group s assets or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction. Event of Default means any event or circumstance specified as such in the Senior Facilities Agreement or in the Second Lien Facility Agreement. Facility Agent means each of the Senior Agent and the Second Lien Agent. Facility Agreement means each of the Senior Facilities Agreement and the Second Lien Facilities Agreement. Final Discharge Date means the later to occur of the Senior Discharge Date and the Second Lien Discharge Date. Financial Indebtedness has the meaning given to that term in the Senior Facilities Agreement. Group means the Company and each of its respective Subsidiaries for the time being. Guarantee Liabilities means, in relation to a member of the Group, the liabilities and obligations under the Debt Documents (present or future, actual or contingent and whether incurred solely or jointly) it may have to a Creditor (other than to an Arranger or a Facility Agent) or Debtor as or as a result of its being a guarantor or surety (including, without limitation, liabilities and obligations arising by way of guarantee, indemnity, contribution or subrogation and in particular any guarantee or indemnity arising under or in respect of the Senior Finance Documents and the Second Lien Finance Documents). lds_003\ \4 3

6 Holding Company has the meaning given to the term Holding Company in the Senior Facilities Agreement. Hurdle Loan Note Documents means the Hurdle Loan Notes and the Hurdle Loan Note Instrument in agreed form and any other documents entered into pursuant to any of them. Hurdle Loan Note Instrument means the instrument pursuant to which the Hurdle Loan Notes are, or are to be, constituted. Hurdle Loan Note Liabilities means the Liabilities owed to the Hurdle Loan Noteholders by the Company under the Hurdle Loan Note Documents. Hurdle Loan Notes means the 794,636 fixed rate unsecured subordinated loan notes due 2020 of the Company. Insolvency Event means, in relation to any member of the Group: any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of that member of the Group, a moratorium is declared in relation to any indebtedness of that member of the Group or an administrator is appointed to that member of the Group; any composition, compromise, assignment or arrangement is made with any of its creditors; (c) the appointment of any liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that member of the Group or any of its assets; or (d) any analogous procedure or step is taken in any jurisdiction. Intercreditor Agreement means the intercreditor agreement between, amongst others, the Primary Creditors and the Company entered into on or around the date of this Agreement. Liabilities means all present and future liabilities and obligations at any time of any member of the Group to any Creditor under the Debt Documents, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations: (c) (d) any refinancing, novation, deferral or extension; any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition; any claim for damages or restitution; and any claim as a result of any recovery by any Debtor of a Payment on the grounds of preference or otherwise, and any amounts which would be included in any of the above but for any discharge, nonprovability, unenforceability or non-allowance of those amounts in any insolvency or other proceedings. Liabilities Acquisition means, in relation to a person and to any Liabilities, a transaction where that person: purchases by way of assignment or transfer; lds_003\ \4 4

7 (c) enters into any sub-participation in respect of; or enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of, the rights in respect of those Liabilities. Majority Second Lien Lenders has the meaning given to the term Majority Lenders in the Second Lien Facilities Agreement after the application of: clause 37.6 (Excluded Commitments); and clause 37.7 (Disenfranchisement of Defaulting Lenders), of the Second Lien Facilities Agreement. Majority Senior Lenders means the Majority Lenders under and as defined in the Senior Facilities Agreement after the application of: clause 37.6 (Excluded Commitments); and clause 37.7 (Disenfranchisement of Defaulting Lenders) of the Senior Facilities Agreement. Non-Cash Consideration means consideration in a form other than cash. Party means a party to this Agreement. Payment means, in respect of any Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance or discharge of those Liabilities (or other liabilities or obligations). Permitted Hurdle Loan Note Payment means the Payments permitted by Clause 4.2 (Permitted Payments: Hurdle Loan Note Liabilities). Permitted Payment means a Permitted Vendor Loan Note Payment or a Permitted Hurdle Loan Note Payment. Permitted Transferee means each of the following: (c) (d) Steven Nicholas Parkin; the wife, widow, child and remoter issue, parent, brother and sister (whether of the full or half blood and including a brother or sister related by adoption), and child of any such brother or sister (together, with Steven Nicholas Parkin, the "Parkin Family"); a trust, whether onshore or offshore, established for the sole benefit of any member of the Parkin Family; and any wholly-owned Subsidiary of the Parkin Family (as if "parent undertaking" were a reference to a member of the Parkin Family) which includes, as at the date of this Agreement, Knaresborough Investments Limited (company number ). Permitted Vendor Loan Note Payment means the Payments permitted by Clause 3.2 (Permitted Payments: Vendor Loan Note Liabilities). Primary Creditors means the Senior Facility Creditors and the Second Lien Creditors. lds_003\ \4 5

8 Property of a member of the Group or of a Debtor means: (c) any asset of that member of the Group or of that Debtor; any Subsidiary of that member of the Group or of that Debtor; and any asset of any such Subsidiary. Proposed Payment has the meaning given to that term in Clause 4.2 (Permitted Payments: Hurdle Loan Note Liabilities). Receiver means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property. Receiving Security Agent means: prior to the Senior Discharge Date, the Senior Security Agent; or after the Senior Discharge Date but prior to the Second Lien Discharge Date, the Second Lien Security Agent. Relevant Facility Agent means: prior to the Senior Discharge Date, the Senior Agent; or after the Senior Discharge Date but prior to the Second Lien Discharge Date, the Second Lien Agent. Relevant Liabilities means: in the case of a Creditor: (i) (ii) the Liabilities owed to Creditors ranking (in accordance with the terms of this Agreement) pari passu with or in priority to that Creditor (as the case may be); and all present and future liabilities and obligations, actual and contingent, of the Debtors to each Security Agent; and in the case of a Debtor, the Liabilities owed to the Creditors together with all present and future liabilities and obligations, actual and contingent, of the Debtors to each Security Agent. Relevant Security Agent shall have the meaning given to such term in the Intercreditor Agreement. Second Lien Acceleration Event means the Second Lien Agent exercising any of its rights under clause (Acceleration) of the Second Lien Facilities Agreement. Second Lien Agent means the Agent under and as defined in the Second Lien Facilities Agreement. Second Lien Arranger means any Arranger under and as defined in the Second Lien Facilities Agreement. Second Lien Borrower has the meaning given to the term Borrower in the Second Lien Facilities Agreement. Second Lien Creditors means each Second Lien Agent, Second Lien Arranger and Second Lien Lender. lds_003\ \4 6

9 Second Lien Discharge Date means the first date on which all Second Lien Liabilities have been fully and finally discharged to the satisfaction of the Second Lien Agent, whether or not as a result of an enforcement, and the Second Lien Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Debt Documents. Second Lien Facilities Agreement means the Second Lien Facilities Agreement made between the Company, the Second Lien Creditors and others dated on or about the date of this Agreement. Second Lien Finance Documents has the meaning given to the term in the Intercreditor Agreement. Second Lien Guarantor has the meaning given to the term Guarantor in the Second Lien Facilities Agreement. Second Lien Lenders means each Lender as defined in the Second Lien Facilities Agreement. Second Lien Liabilities means the Liabilities owed by the Debtors to the Second Lien Creditors under or in connection with the Second Lien Finance Documents. Second Lien Transaction Security Documents means the Transaction Security Documents under and as defined in the Second Lien Facilities Agreement. Secured Obligations means all the Liabilities and all other present and future liabilities and obligations at any time due, owing or incurred by any member of the Group and by each Debtor to any Secured Party under the Debt Documents, both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity. Secured Parties means the each of the Primary Creditors from time to time but, in the case of each Primary Creditor, only if it is a Party or has acceded to this Agreement, in the appropriate capacity, pursuant to Clause 7.2 (Creditor Accession Undertaking). Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Security Agents means the Senior Security Agent and the Second Lien Security Agent. Security Documents means: (c) each of the Transaction Security Documents; any other document entered into at any time by any of the Debtors creating any guarantee, indemnity, Security or other assurance against financial loss in favour of any of the Secured Parties as security for any of the Secured Obligations; and any Security granted under any covenant for further assurance in any of the documents referred to in paragraphs and above. Security Property means: (c) the Senior Transaction Security and all proceeds of that Senior Transaction Security; the Second Lien Transaction Security and all proceeds of that Second Lien Transaction Security; all obligations expressed to be undertaken by a Debtor to pay amounts in respect of the Liabilities to a Security Agent and secured by the Transaction Security lds_003\ \4 7

10 together with all representations and warranties expressed to be given by a Debtor in favour of a Security Agent; (d) (e) the interest of either Security Agent in any trust fund created pursuant to Clause 5 (Turnover of Receipts); any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which either Security Agent is required by the terms of the Debt Documents to hold as trustee on trust for the Secured Parties. Senior Acceleration Event means the Senior Agent exercising any of its rights under clause (Acceleration) of the Senior Facilities Agreement. Senior Agent means the Agent under and as defined in the Senior Facilities Agreement. Senior Arranger means any Arranger under and as defined in the Senior Facilities Agreement. Senior Borrower means a Borrower under and as defined in the Senior Facilities Agreement. Senior Discharge Date means the first date on which all Senior Facility Liabilities have been fully and finally discharged to the satisfaction of the Senior Agent (in the case of the Senior Facility Liabilities), whether or not as the result of an enforcement, and the Senior Facility Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Debt Documents. Senior Facilities Agreement means the senior facilities agreement made the Company, the Senior Facility Creditors and others dated on or about the date of this Agreement. Senior Facility Creditors means each Senior Agent, Senior Arranger and Senior Lender. Senior Facility Liabilities means the Liabilities owed by the Debtors to the Senior Facility Creditors under the Senior Finance Documents. Senior Finance Documents has the meaning given to the term in the Intercreditor Agreement. Senior Guarantor means a Guarantor under and as defined in the Senior Facilities Agreement. Senior Lenders means each Lender as defined in the Senior Facilities Agreement. Senior Termination Date means the date by which all the Senior Facilities are scheduled to have been repaid in full pursuant to the Senior Facilities Agreement. Senior Transaction Security Documents means Transaction Security Documents under and as defined in the Senior Facilities Agreement. Subordinated Creditor means the Hurdle Loan Noteholders and the Vendor Loan Noteholders. Subsidiary has the meaning given to the term Subsidiary in the Senior Facilities Agreement. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). lds_003\ \4 8

11 Transaction Security means the Security created or evidenced or expressed to be created or evidenced under or pursuant to the Security Documents. Transaction Security Documents means the Second Lien Transaction Security Documents and the Senior Transaction Security Documents. VAT means: any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph above, or imposed elsewhere. Vendor Loan Note Documents means the Vendor Loan Notes and the Vendor Loan Note Instrument in agreed form and any other documents entered into pursuant to any of them. Vendor Loan Note Instrument means the instrument pursuant to which the Vendor Loan Notes are, or are to be, constituted. Vendor Loan Note Liabilities means the Liabilities owed to the Vendor Loan Noteholders by the Company under the Vendor Loan Note Documents. Vendor Loan Notes means: the 2,000,000 fixed rate unsecured subordinated non-qcb loan notes due 2023 of the Company; and the 8,000,000 fixed rate unsecured subordinated loan notes due 2023 of the Company. Vendor SPA means the sale and purchase agreement dated on or around the date of this Agreement between, amongst others, the Company and the Vendor Loan Noteholders (in its original form). Vendor Relevant Claim has the meaning given to Relevant Claim under and as defined in the original form of the Vendor SPA. 1.2 Construction Unless a contrary indication appears, a reference in this Agreement to: any Arranger, Company, Creditor, Debtor, Facility Agent, Second Lien Security Agent Second Lien Agent, Second Lien Arranger, Second Lien Borrower, Second Lien Creditor, Second Lien Guarantor, Second Lien Lender, Company, Party, Primary Creditor, Senior Security Agent, Senior Agent, Senior Arranger, Senior Borrower, Senior Creditor, Senior Facility Creditor, Senior Guarantor, Senior Lender or Hurdle Loan Noteholders or Vendor Loan Noteholders shall be construed to be a reference to it in its capacity as such and not in any other capacity; any Arranger, Creditor, Debtor, Facility Agent, any Party, any Security Agent or Hurdle Loan Noteholders or Vendor Loan Noteholders or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Debt Documents and, in the case of a Security Agent, lds_003\ \4 9

12 any person for the time being appointed as such Security Agent or Security Agents in accordance with this Agreement; an amount includes an amount of cash and an amount of Non- Cash Consideration; assets includes present and future properties, revenues and rights of every description; a Debt Document or any other agreement or instrument is (other than a reference to a Debt Document or any other agreement or instrument in original form ) a reference to that Debt Document, or other agreement or instrument, as amended, novated, supplemented, extended or restated as permitted by this Agreement; a distribution of or out of the assets of a member of the Group, includes a distribution of cash and a distribution of Non-Cash Consideration; enforcing (or any derivation) the Transaction Security includes: the appointment of an administrator (or any analogous officer in any jurisdiction) of a Debtor by the Security Agent; a group of Creditors includes all the Creditors and a group of Primary Creditors includes all the Primary Creditors; indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; the original form of a Debt Document or any other agreement or instrument is a reference to that Debt Document, agreement or instrument as originally entered into; a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; and a provision of law is a reference to that provision as amended or re-enacted Section, Clause and Schedule headings are for ease of reference only A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived. 1.3 Third party rights Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act ) to enforce or to enjoy the benefit of any term of this Agreement. lds_003\ \4 10

13 1.3.2 Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time Any Receiver, Delegate may, subject to this Clause 1.3 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it. 1.4 Inconsistency with other Debt Documents If there is any conflict or inconsistency between any provision of this Agreement and any provision of another Debt Document, the provision of this Agreement shall prevail. 2. RANKING AND PRIORITY 2.1 Hurdle Loan Note Liabilities and Vendor Loan Note Liabilities Each of the Parties agrees that the Hurdle Loan Note Liabilities and the Vendor Loan Note Liabilities are postponed and subordinated to the Liabilities owed by the Debtors to the Primary Creditors This Agreement does not purport to rank any of the Hurdle Loan Note Liabilities and the Vendor Loan Note Liabilities as between themselves. 3. VENDOR LOAN NOTE LIABILITIES 3.1 Restriction on Payment: Vendor Loan Note Liabilities Prior to the Final Discharge Date, neither the Company nor any other Debtor shall, and the Company shall procure that no other member of the Group will, make any Payment of the Vendor Loan Note Liabilities at any time unless: that Payment is permitted under Clause 3.2 (Permitted Payments: Vendor Loan Note Liabilities); or the taking or receipt of that Payment is permitted under Clause 3.8 (Permitted Enforcement: Vendor Loan Note Holders). 3.2 Permitted Payments: Vendor Loan Note Liabilities The Company may make Payments in respect of: any Vendor Relevant Claim by way of set-off against any liability of the Company under the Vendor Loan Notes in accordance with clause 9 (Set off) of the Vendor SPA; or the Vendor Loan Note Liabilities then due if all of the Senior Facility Creditors and all of the Second Lien Lenders or, after the Senior Discharge Date, all of the Second Lien Lenders, consent to that Payment being made. 3.3 Payment obligations continue Neither the Company nor any other Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of Clauses 3.1 (Restriction on Payment: Vendor Loan Note Liabilities) and 3.2 (Permitted Payments: Vendor Loan Note Liabilities) even if its obligation to make that Payment is restricted at any time by the terms of any of those Clauses. 3.4 No acquisition of Vendor Loan Note Liabilities Prior to the Final Discharge Date, the Debtors shall not, and shall procure that no other member of the Group will: lds_003\ \4 11

14 3.4.1 enter into any Liabilities Acquisition; or beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Vendor Loan Note Liabilities, unless: prior to the Senior Discharge Date, the prior consent of all of the Senior Facility Creditors and all of the Second Lien Lenders is obtained; or on or after the Senior Discharge Date, the prior consent of all of the Second Lien Lenders is obtained. 3.5 Amendments and Waivers: Vendor Loan Noteholders Prior to the Final Discharge Date, the Vendor Loan Noteholders may not amend, waive or agree the terms of any of the documents or instruments pursuant to which the Vendor Loan Note Liabilities are constituted unless: prior to the Senior Discharge Date, the prior consent of the Majority Senior Creditors and the Majority Second Lien Lenders is obtained; on or after the Senior Discharge Date, the prior consent of the Majority Second Lien Lenders is obtained; or that amendment, waiver or agreement is of a minor and administrative nature and is not prejudicial to any of the Primary Creditors. 3.6 Security: Vendor Loan Noteholders The Vendor Loan Noteholders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss from any member of the Group in respect of any of the Vendor Loan Note Liabilities prior to the Final Discharge Date. 3.7 Restriction on Enforcement: Vendor Loan Noteholders Subject to Clause 3.8 (Permitted Enforcement: Vendor Loan Noteholders), no Vendor Loan Noteholders shall be entitled to take any Enforcement Action in respect of any of the Vendor Loan Note Liabilities at any time prior to the Final Discharge Date. 3.8 Permitted Enforcement: Vendor Loan Noteholders After the occurrence of an Insolvency Event in relation to the Company, the Vendor Loan Noteholders may (unless otherwise directed by the Relevant Security Agent or unless the Relevant Security Agent has taken, or has given notice that it intends to take, action on behalf of the Vendor Loan Noteholders) exercise any right it may otherwise have in respect of that member of the Group to: accelerate any of that member of the Group s Vendor Loan Note Liabilities or declare them prematurely due and payable or payable on demand; make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Vendor Loan Note Liabilities; exercise any right of set-off or take or receive any Payment in respect of any Vendor Loan Note Liabilities of that member of the Group; or lds_003\ \4 12

15 3.8.4 claim and prove in any insolvency process of that member of the Group for the Vendor Loan Note Liabilities owing to it. 3.9 Representations: Vendor Loan Noteholders The Vendor Loan Noteholders represent and warrant to the Primary Creditors and the Security Agents that: (where the Vendor Loan Noteholder is not a natural person) it is a corporation, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation; the obligations expressed to be assumed by the Vendor Loan Noteholder in this Agreement are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and the entry into and performance by it of this Agreement does not and will not: conflict with any law or regulation applicable to the Vendor Loan Noteholder, its constitutional documents (if the Vendor Loan Noteholder is a company) or any agreement or instrument binding upon the Vendor Loan Noteholder or any of its assets; or constitute a default or termination event (however described) under any agreement or instrument binding on the Vendor Loan Noteholder or any of its assets. 4. HURDLE LOAN NOTE LIABILITIES 4.1 Restriction on Payment: Hurdle Loan Note Liabilities Prior to the Final Discharge Date, neither the Company nor any other Debtor shall, and the Company shall procure that no other member of the Group will, make any Payment of the Hurdle Loan Note Liabilities at any time unless: that Payment is permitted under Clause 4.2 (Permitted Payments: Hurdle Loan Note Liabilities); or the taking or receipt of that Payment is permitted under Clause 4.8 (Permitted Enforcement: Hurdle Loan Noteholders). 4.2 Permitted Payments: Hurdle Loan Note Liabilities The Company may make Payments in respect of the Hurdle Loan Note Liabilities then due if: the Payment is in relation to (i) a payment of interest in accordance with Condition 6 (Interest) of Schedule 2 (The Conditions) to the Hurdle Loan Note Instrument or (ii) a repayment of principal in accordance with clause 3 (Repayment) of the Hurdle Loan Note Instrument (in its original form) (each a Proposed Payment ), subject to the satisfaction of the following provisions: the Proposed Payment is made on or after 1 January 2019; no Event of Default is continuing at the time of the Proposed Payment or would occur as a result thereof; there would have been no breach of any covenant in clause 22.2 (Financial condition) of the Senior Facilities Agreement or clause 22.2 (Financial condition) of the Second Lien Facilities Agreement (as applicable) for the most recently completed Relevant Period lds_003\ \4 13

16 (as defined in each Facility Agreement), assuming that the Proposed Payment had been made on the last day of that Relevant Period (as defined in each Facility Agreement); the Group is forecast to be in compliance with clause 22.2 (Financial condition) of the Senior Facilities Agreement and clause 22.2 (Financial condition) of the Second Lien Facilities Agreement (as applicable) for each of the four Relevant Periods (as defined in each Facility Agreement) (the Test Period ) expiring immediately following the date of the Proposed Payment and no Default will arise during the Test Period as a result of making the Proposed Payment; the amount of any outstanding Blocked Interest Payment (if applicable) has been paid to the Second Lien Agent and all other payments due to any Finance Party (as defined in each Facility Agreement) under or in respect of the Finance Documents (as defined in each Facility Agreement) have been paid; and not less than ten Business Days prior to the date of such Proposed Payment, the Company delivers to each of the Facility Agents a certificate, in a form acceptable to each Facility Agent, signed by two directors of the Company (one of whom shall be the Chief Financial Officer or the Finance Director of the Company) demonstrating that (with reasonable calculations attached and having made due and careful enquiries), taking into account the Proposed Payment, the Company can comply with each of the conditions set out in clauses to (inclusive) above, each of paragraphs to above (inclusive), a Proposed Payment Restriction and provided further that: each Facility Agent shall have until the date of the Proposed Payment to challenge the satisfaction of each of the Proposed Payment Restrictions in relation to the relevant payment, after which time the relevant Proposed Payment shall constitute a Permitted Payment and, for the avoidance of doubt, if any challenge is made by either Facility Agent to the satisfaction of any of the relevant Proposed Payment Restrictions, the relevant Proposed Payment shall not constitute a Permitted Hurdle Loan Note Payment; if each event and/or circumstance, which has resulted in a Proposed Payment being prohibited from being paid is no longer continuing, or has been waived in writing by each Facility Agent, then such Proposed Payment may be made, provided that all of the Proposed Payment Restrictions have been satisfied; the Payment is expressly permitted by the Senior Facilities Agreement and the Second Lien Facilities Agreement; or all of the Senior Facility Creditors and all of the Second Lien Lenders or, after the Senior Discharge Date, all of the Second Lien Lenders, consent to that Payment being made. 4.3 Payment obligations continue Neither the Company nor any other Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of Clauses 3.1 (Restriction on Payment: Hurdle Loan Note Liabilities) and 3.2 (Permitted Payments: Hurdle Loan Note Liabilities) even if its obligation to make that Payment is restricted at any time by the terms of any of those Clauses. lds_003\ \4 14

17 4.4 No acquisition of Hurdle Loan Note Liabilities Prior to the Final Discharge Date, the Debtors shall not, and shall procure that no other member of the Group will: enter into any Liabilities Acquisition; or beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any of the Hurdle Loan Note Liabilities, unless: prior to the Senior Discharge Date, the prior consent of all of the Senior Facility Creditors and all of the Second Lien Lenders is obtained; or on or after the Senior Discharge Date, the prior consent of all of the Second Lien Lenders is obtained. 4.5 Amendments and Waivers: Hurdle Loan Noteholders Prior to the Final Discharge Date, the Hurdle Loan Noteholders may not amend, waive or agree the terms of any of the documents or instruments pursuant to which the Hurdle Loan Note Liabilities are constituted unless: prior to the Senior Discharge Date, the prior consent of the Majority Senior Creditors and the Majority Second Lien Lenders is obtained; on or after the Senior Discharge Date, the prior consent of the Majority Second Lien Lenders is obtained; or that amendment, waiver or agreement is of a minor and administrative nature and is not prejudicial to any of the Primary Creditors. 4.6 Security: Hurdle Loan Noteholders The Hurdle Loan Noteholders may not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance against loss from any member of the Group in respect of any of the Hurdle Loan Note Liabilities prior to the Final Discharge Date. 4.7 Restriction on Enforcement: Hurdle Loan Noteholders Subject to Clause 3.8 (Permitted Enforcement: Hurdle Loan Note), no Hurdle Loan Noteholders shall be entitled to take any Enforcement Action in respect of any of the Hurdle Loan Note Liabilities at any time prior to the Final Discharge Date. 4.8 Permitted Enforcement: Hurdle Loan Noteholders The Hurdle Loan Noteholders may: at such time a Proposed Payment (i) is a Permitted Hurdle Loan Note Payment and (ii) has fallen due for payment in accordance with Clause 3 (Repayment) and/or Condition 6 (Interest) of Schedule 2 (The Conditions) to the Hurdle Loan Note Instrument of the Hurdle Loan Not Instrument and has not been paid: make a declaration that the Hurdle Loan Note Liabilities are payable on demand; or make a demand in relation to the Hurdle Loan Note Liabilities that are payable on demand; and lds_003\ \4 15

18 after the occurrence of an Insolvency Event in relation to the Company, unless otherwise directed by the Relevant Security Agent or unless the Relevant Security Agent has taken, or has given notice that it intends to take, action on behalf of such Hurdle Loan Noteholders, exercise any right it may otherwise have in respect of that member of the Group to: (c) (d) accelerate any of that member of the Group s Hurdle Loan Note Liabilities or declare them prematurely due and payable or payable on demand; make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Hurdle Loan Note Liabilities; exercise any right of set-off or take or receive any Payment in respect of any Hurdle Loan Note Liabilities of that member of the Group; or claim and prove in any insolvency process of that member of the Group for the Hurdle Loan Note Liabilities owing to it. 4.9 Representations: Hurdle Loan Noteholders The Hurdle Loan Noteholders represent and warrant to the Primary Creditors and the Security Agents that: (where the Hurdle Loan Noteholder is a company) it is a corporation, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation; the obligations expressed to be assumed by the Hurdle Loan Noteholder in this Agreement are, subject to any general principles of law limiting its obligations which are applicable to creditors generally, legal, valid, binding and enforceable obligations; and the entry into and performance by it of this Agreement does not and will not: 5. TURNOVER OF RECEIPTS 5.1 Turnover by the Creditors conflict with any law or regulation applicable to the Hurdle Loan Noteholder, its constitutional documents (if the Hurdle Loan Noteholder is a company) or any agreement or instrument binding upon the Hurdle Loan Noteholder or any of its assets; or constitute a default or termination event (however described) under any agreement or instrument binding on the Hurdle Loan Noteholder or any of its assets. Subject to Clause 5.2 (Permitted assurance and receipts Primary Creditor) and Clause 5.3 (Permitted assurance and receipts Subordinated Creditor), if at any time prior to the Final Discharge Date, any Creditor receives or recovers from any member of the Group: any Payment or distribution of, or on account of or in relation to, any of the Liabilities which is not a Permitted Payment; any amount by way of set-off in respect of any of the Liabilities owed to it which does not give effect to a Permitted Payment; notwithstanding Clauses and 5.1.2, any amount: lds_003\ \4 16

19 on account of, or in relation to, any of the Liabilities: after the occurrence of a Distress Event; or as a result of any other litigation or proceedings against a member of the Group (other than after the occurrence of an Insolvency Event in respect of that member of the Group); or by way of set-off in respect of any of the Liabilities owed to it after the occurrence of a Distress Event; the proceeds of any enforcement of any Transaction Security; or any distribution or Payment of, or on account of or in relation to, any of the Liabilities owed by any member of the Group and which is made as a result of, or after, the occurrence of an Insolvency Event in respect of that member of the Group, that Creditor will : in relation to receipts and recoveries not received or recovered by way of set-off: hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Relevant Security Agent and promptly pay or distribute that amount to the Relevant Security Agent for application in accordance with the terms of this Agreement; and promptly pay or distribute an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Relevant Security Agent for application in accordance with the terms of this Agreement; and in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Relevant Security Agent for application in accordance with the terms of this Agreement. 5.2 Permitted assurance and receipts Primary Creditor Nothing in this Agreement shall restrict the ability of any Primary Creditor to: arrange with any person which is not a member of the Group any assurance against loss in respect of, or reduction of its credit exposure to, a Debtor (including assurance by way of credit based derivative, sub-participation, backto-back loan or similar arrangement); or make any assignment or transfer permitted by Clause 7 (Changes to the Parties), and which also: is permitted by: the Senior Facilities Agreement; or the Second Lien Facilities Agreement; and is not in breach of: Clause 3.4 (No acquisition of Vendor Loan Note Liabilities); or lds_003\ \4 17

20 Clause 4.4 (No acquisition of Hurdle Loan Note Liabilities), and that Primary Creditor shall not be obliged to account to any other Party for any sum received by it as a result of that action. 5.3 Permitted assurance and receipts Subordinated Creditor Nothing in this Agreement shall restrict the ability of any Subordinated Creditor to: arrange with any person which is not a member of the Group any assurance against loss in respect of, or reduction of its credit exposure to, a Debtor (including assurance by way of credit based derivative, sub-participation, backto-back loan or similar arrangement); or make any assignment or transfer permitted by Clause 7 (Changes to the Parties), and which also is not in breach of: Clause 3.4 (No acquisition of Vendor Loan Note Liabilities); or Clause 4.4 (No acquisition of Hurdle Loan Note Liabilities), and that Subordinated Creditor shall not be obliged to account to any other Party for any sum received by it as a result of that action. 5.4 Amounts received by Debtors If any of the Debtors receives or recovers any amount which, under the terms of any of the Debt Documents, should have been paid to the Relevant Security Agent, that Debtor will: hold an amount of that receipt or recovery equal to the Relevant Liabilities (or if less, the amount received or recovered) on trust for the Relevant Security Agent and promptly pay that amount to the Relevant Security Agent for application in accordance with the terms of this Agreement; and promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the Relevant Liabilities to the Relevant Security Agent for application in accordance with the terms of this Agreement. 5.5 Saving provision If, for any reason, any of the trusts expressed to be created in this Clause 5 should fail or be unenforceable, the affected Creditor or Debtor will promptly pay or distribute an amount equal to that receipt or recovery to the Relevant Security Agent to be held on trust by the Security Agent for application in accordance with the terms of this Agreement. 5.6 Turnover of Non-Cash Consideration For the purposes of this Clause 5, if any Creditor receives or recovers any amount or distribution in the form of Non-Cash Consideration which is subject to Clause 5.1 (Turnover by the Creditors) the cash value of that Non-Cash Consideration shall be determined by the Relevant Security Agent in accordance with the Intercreditor Agreement. 6. REDISTRIBUTION 6.1 Recovering Creditor s rights Any amount paid or distributed by a Creditor (a Recovering Creditor ) to the Relevant Security Agent under Clause 5 (Turnover of Receipts) shall be treated as having been paid or distributed by the relevant Debtor and shall be applied by the Relevant Security Agent in accordance with the Intercreditor Agreement. lds_003\ \4 18

21 6.1.2 On an application by the Relevant Security Agent in accordance with the Intercreditor Agreement of a Payment or distribution received by a Recovering Creditor from a Debtor, as between the relevant Debtor and the Recovering Creditor an amount equal to the amount received or recovered by the Recovering Creditor and paid or distributed to the Relevant Security Agent by the Recovering Creditor (the Shared Amount ) will be treated as not having been paid or distributed by that Debtor. 6.2 Reversal of redistribution If any part of the Shared Amount received or recovered by a Recovering Creditor becomes repayable or returnable to a Debtor and is repaid or returned by that Recovering Creditor to that Debtor, then: each Party that received any part of that Shared Amount pursuant to an application by the Relevant Security Agent of that Shared Amount under Clause 6.1 (Recovering Creditor s rights) (a Sharing Party ) shall, upon request of the Relevant Security Agent, pay or distribute to the Relevant Security Agent for the account of that Recovering Creditor an amount equal to the appropriate part of its share of the Shared Amount (together with an amount as is necessary to reimburse that Recovering Creditor for its proportion of any interest on the Shared Amount which that Recovering Creditor is required to pay) (the Redistributed Amount ); and as between the relevant Debtor and each relevant Sharing Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid or distributed by that Debtor The Relevant Security Agent shall not be obliged to pay or distribute any Redistributed Amount to a Recovering Creditor under Clause above until it has been able to establish to its satisfaction that it has actually received that Redistributed Amount from the relevant Sharing Party. 6.3 Deferral of subrogation No Creditor (other than a Subordinated Creditor) or Debtor will exercise any rights which it may have by reason of the performance by it of its obligations under the Debt Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights under the Debt Documents of any Creditor (other than a Subordinated Creditor) which ranks ahead of it in accordance with the priorities set out in Clause 2 (Ranking and Priority) until such time as all of the Liabilities owing to each prior ranking Creditor (or, in the case of any Debtor, owing to each Creditor (other than a Subordinated Creditor)) have been irrevocably discharged in full No Subordinated Creditor will exercise any rights which it may have to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights under the Debt Documents of any Creditor until such time as all of the Liabilities owing to each Creditor (other than a Subordinated Creditor) have been irrevocably discharged in full. 7. CHANGES TO THE PARTIES 7.1 Assignments and transfers No Party (other than the Subordinated Creditors) may: assign any of its rights; or transfer any of its rights and obligations, lds_003\ \4 19

22 in respect of any Debt Documents or the Liabilities except as permitted by this Clause 7 or the Intercreditor Agreement. 7.2 No change of Vendor Loan Noteholder Subject to Clause 7.2.2, no Vendor Loan Noteholder may: assign any of its rights; or transfer any of its rights and obligations, in respect of the Vendor Loan Note Liabilities owed to it until after the Final Discharge Date other than as envisaged in Clause 3.4 (No acquisition of Vendor Loan Note Liabilities) The Vendor Loan Noteholders may: assign any of their rights; or transfer any of their rights and obligations, to a Permitted Transferee if such Permitted Transferee has acceded to this Agreement as a Vendor Loan Noteholder, pursuant to Clause 7.4 (Creditor Accession Undertaking). 7.3 No change of Hurdle Loan Noteholder No Hurdle Loan Noteholder may: assign any of its rights; or transfer any of its rights and obligations, in respect of the Hurdle Loan Note Liabilities owed to it until after the Final Discharge Date other than as envisaged in Clause 4.4 (No acquisition of Hurdle Loan Note Liabilities). 7.4 Creditor Accession Undertaking With effect from the date of acceptance by the Receiving Security Agent and, by the Relevant Facility Agent, of a Creditor Accession Undertaking duly executed and delivered to the Receiving Security Agent by the relevant acceding party or, if later, the date specified in that Creditor Accession Undertaking: any Party ceasing entirely to be a Creditor shall be discharged from further obligations towards each Security Agent and other Parties under this Agreement and their respective rights against one another shall be cancelled (except in each case for those rights which arose prior to that date); and as from that date, the replacement or new Creditor shall assume the same obligations and become entitled to the same rights, as if it had been an original Party in the capacity specified in the Creditor Accession Undertaking. 7.5 New Debtor If any member of the Group: incurs any Liabilities; or gives any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, lds_003\ \4 20