Lavoro Facility Agreement

LIVANOVA PLC, a company incorporated in England and Wales with registration number 09451374 (the “Company”) acting through its Italian branch located at Via Benigno Crespi, 17 Italy, 20159 Milan; and

BANCA NAZIONALE DEL LAVORO S.p.A. as lender (the “Original Lender”).

the amount of any outstanding Loans under the Facility; and

in relation to any proposed Utilisation, the amount of any Loans that are due to be made on or before the proposed Utilisation Date,

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

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

the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

in relation to the Original Lender, the commitment of the Original Lender in respect of the Facility, being euro 40,000,000; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

information that:

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 32 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

any Funding Rate.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

air (including, without limitation, air within natural or man‑made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

the applicable Screen Rate as of 11.00 am (Brussels time) on the Quotation Date for euro and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate).

any counter‑indemnity obligation in respect of a performance or similar bond guaranteeing performance by a member of the Group under any public tender or other contract entered into in the ordinary course of trade; or

any guarantee or indemnity granted or arising under legislation relating to tax or corporate law under which any member of the Group assumes general liability for the obligations of another member of the Group.

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

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

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

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis, including true sale US GAAP, under an agreement other than a Permitted Receivables Disposal);

any amount raised under any other transaction (including any forward sale or purchase agreement, sale and lease back arrangements and sale and purchase agreements having deferred payment terms longer than terms customary on the market) having the financial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (fair value) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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

any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).

the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

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

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

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

the time barring of claims under any applicable limitation laws (including, without limitation, the Limitation Acts), the possibility that a court may strike out provisions of a contract as being invalid for reasons of oppression, undue influence or similar reasons, the possibility that an undertaking to assume liability for or indemnify a person against non‑payment of stamp duty may be void and defences of set‑off or counterclaim;

any applicable public policy law provisions and/or rules of mandatory application including pursuant to Italian Law no. 2018 of 31 May 1995 and EC Regulation no. 593/2008;

similar principles, rights and defences under the laws of any jurisdiction in which the Company and/or a Subsidiary conducts their businesses; and

any other matters which are set out as qualifications or reservations as to matters of law of general application specifically referred to in any legal opinion referred to in Schedule 1 (Conditions Precedent).

the Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 22(Changes to the Lender),

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

the ability of the Company to perform its payment obligations under the Finance Documents and/or its obligations under Clause 19 (Financial Covenants); or

the validity or enforceability of the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.

is listed in Schedule 6 (Material Companies); or

has an operating profit representing 10 per cent. or more of the consolidated operating profit of the Group (determined in accordance with the Accounting Principles) or has turnover (excluding intra‑group items) representing 10 per cent., or more of the turnover of the Group, calculated on a consolidated basis.

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

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

a Permitted Share Buyback;

an acquisition for cash consideration of (A) all or the majority of the issued share capital of a limited liability company or (B) a business or undertaking, but only if:

no Event of Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

the acquired company, business or undertaking is engaged in a business substantially the same as (or ancillary or related to) that carried on by the Group;

the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, remaining in the acquired company (or any such business) at the date of acquisition (the “Individual Purchase Price”) when aggregated with the consideration (including associated costs and expenses) for any other acquisition permitted under this Agreement and any Financial Indebtedness or other assumed actual or contingent liability, remaining in any such acquired companies or businesses at the time of acquisition) does not exceed USD 280,000,000 or its equivalent in aggregate over the life of the Facility.

any guarantee comprising a netting or set‑off arrangements entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

any indemnity given in the ordinary course of the documentation of an acquisition which is a Permitted Acquisition which indemnity is in a customary form and subject to customary limitations;

the guarantee of any Financial Indebtedness permitted by this Agreement; or

any Excluded Guarantee.

to another member of the Group; or

to any other entity (i) in which a member of the Group holds a beneficial interest and (ii) which carries on the same or substantially similar business to the Group, provided such Financial Indebtedness or loans are approved by the board of directors of the Company and, in aggregate for those made in any financial year, do not exceed USD 50,000,000 or its equivalent.

any factoring programme with recourse (pro solvendo) or without recourse (pro soluto) of receivables of the Group which is in existence at the date hereof;

any securitisation and/or factoring programme of the receivables of the Group consented to by the Lender (acting reasonably); and/or

any disposal of receivables not otherwise permitted under paragraphs (a) or (b) above where the net consideration receivable (when aggregated with the consideration for all such other receivables disposed of) does not exceed USD 40,000,000 in any financial year.

any Security listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that schedule;

any netting or set‑off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

any payment or close out netting or set‑off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of:

hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

its interest rate or currency management operations which are carried out in the ordinary course of business and for non‑speculative purposes only,

any lien arising by operation of law and in the ordinary course of trading;

any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

the Security was not created in contemplation of the acquisition of that asset by a member of the Group;

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Group; and

the Security is removed or discharged within two months of the date of acquisition of such asset;

any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if:

the Security was not created in contemplation of the acquisition of that company;

the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

the Security is removed or discharged within two months of that company becoming a member of the Group;

any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any member of the Group; or

any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (a) to (g) above) does not exceed USD 15,000,000 (or its equivalent in another currency or currencies).

a merger between the Company and any Subsidiary that is consolidated within the consolidated financial statements of the Company, provided that the Company is the surviving entity;

any solvent amalgamation or merger among members of the Group which are not the Company; or

the solvent liquidation or reorganisation of any member of the Group which is not the Company so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to other members of the Group.

(if the currency is euro) two TARGET Days before the first day of that period; or

(for any other currency) two Business Days before the first day of that period,

formally designated, nominated or recommended as the replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

any Relevant Nominating Body,

in the opinion of the Lender and the Company, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

in the opinion of the Lender and the Company, an appropriate successor to a Screen Rate.

listed on, or owned or controlled by a person listed on, a Sanctions List, or a person acting on behalf of such a person;

located in or organised under the laws of a country or territory that is the subject of country‑wide or territory‑wide Sanctions, or a person who is owned or controlled by, or acting on behalf of such a person; or

otherwise a subject of Sanctions.

made or to be made on the same day that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the amount of the maturing Loan; and

made or to be made to the Borrower for the purpose of refinancing that maturing Loan.

the United Nations;

the United States of America;

the European Union;

the United Kingdom of Great Britain and Northern Ireland; and

the governments and official institutions or agencies of any of paragraphs (a) to (d) above, including OFAC, the US Department of State, and Her Majesty's Treasury.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital (which gives rise to voting rights) of which is beneficially owner, directly or indirectly, by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

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 (a) above, or imposed elsewhere.

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

in relation to any other applicable Bail-In Legislation:

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

any similar or analogous powers under that Bail-In Legislation.

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

the “Lender”, “”or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

“assets” includes present and future properties, revenues and rights of every description;

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

“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;

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;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to London time.

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Section, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

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 remedied or waived.

“$”, “USD” and “dollars” denote the lawful currency of the United States of America.

“€”, “EUR” and “euro” denote the single currency of the Participating Member States.

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

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

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by the Company are true in all material respects.

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

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

the amount of the Utilisation comply with Clause 5.3 (Amount); and

the proposed Interest Period complies with Clause 9 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

The Company shall repay the Loan on the last day of its Interest Period.

Without prejudice to the Company's obligation under paragraph (a) above, if one or more Loans are to be made available to the Company:

on the same day that a maturing Loan is due to be repaid by the Company; and

in whole or in part for the purpose of refinancing the maturing Loan,

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

the Company will only be required to make a payment under Clause 25.1 (Payments to the Lender) in an amount equal to that excess; and

the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of the maturing Loan and the Lender will not be required to make a payment under Clause 25.1 (Payments to the Lender) in respect of the new Loans; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

the Company will not be required to make a payment under Clause ‎25.1 (Payments to the Lender); and

the Lender will be required to make a payment under Clause 25.1 (Payments to the Lender) in respect of the new Loans only to the extent that the new Loans exceeds the maturing Loan and the remainder of the new Loans shall be treated as having been made available and applied by the Company in or towards repayment of the maturing Loan.

the Lender shall promptly notify the Company upon becoming aware of that event;

upon the Lender notifying the Company, the Available Commitment of the Lender will be immediately cancelled; and

to the extent that the Loans have not been transferred pursuant to paragraph (d) of Clause 7.5 (Right of replacement or repayment and cancellation), the Company shall repay the Loans in full on the last day of the Interest Period for each Loan occurring after the Lender has notified the Company and the Commitment shall be cancelled.

any person or group of persons acting in concert gains direct or indirect control of the Company; or

the Company ceases to be the beneficial owner directly or indirectly through wholly owned subsidiaries, of more than 50 per cent. of the issued share capital of the Italian Subsidiary:

the Company shall promptly notify the Lender upon becoming aware of that event;

the Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

the Lender shall be entitled, by not less than 30 days’ notice to the Company, to require cancellation of its Commitment and prepayment of all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents, whereupon its Commitment will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

For the purpose of paragraph (a) above “control” means the power to direct the management and policies of an entity, whether through the ownership of more than 50 per cent. of entire voting capital, by contract or otherwise.

For the purpose of paragraph (a) above “acting in concert” means acting together pursuant to an agreement or understanding (whether formal or informal).

Subject to paragraph (b) below, the Company may, if it gives the Lender not less than five Business Days' (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, by a minimum of EUR2,000,000).

If:

any sum payable to the Lender by the Company is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);

the Lender claims indemnification from the Company under Clause 12.2(d) (Tax indemnity) or Clause 13.1 (Increased costs); or

pursuant to Clause 10.2 (Market disruption) the Company receives notification from the Lender that the cost to it of funding the Loan from whatever source it may reasonably select would be in excess of EURIBOR and Clause 10.3 (Cost of funds) is therefore to apply,

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall repay the Loans together with all interest and other amounts accrued in relation thereto under the Finance Documents.

If:

any of the circumstances set out in paragraph (a) above apply to the Lender; or

the Company becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to the Lender,

The replacement of the Lender pursuant to paragraph (d) above shall be subject to the following conditions:

the Lender shall not have any obligation to find a replacement Lender;

in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by it pursuant to the Finance Documents; and

the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

The Lender shall perform the checks described in paragraph (e)(iii) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Company when it is satisfied that it has complied with those checks.

Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

The Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

Margin; and

EURIBOR.

If the Company fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Company on demand by the Lender.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent per annum higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

The Lender shall promptly notify the Company of the determination of a rate of interest under this Agreement.

The Lender shall promptly notify the Company of each Funding Rate relating to a Loan.

any interest (including default interest) payable by the Company pursuant to the Finance Documents will be compounded only within the limits imposed by Article 1283 of the Italian Civil Code and Article 120 of the Italian Banking Act; and

if at any time any monetary amount or other benefit stated to be due to the Lender by the Company in respect of the Finance Documents by way of interest, fees, remuneration, charges, expenses (or other costs relevant for the purposes of the Italian Usury Law) would be found to exceed a maximum amount permitted pursuant to the Italian Usury Law, such amount or other benefit shall be reduced, for the shortest period possible (if applicable), at the maximum amount permitted to be payable by the Company under the Italian Usury Law and if any Lender shall receive interest in an amount that exceeds the maximum amount permitted pursuant to the Italian Usury Law, the excess interest shall be applied to the principal of the obligations owing by the Company or, if it exceeds such unpaid principal, refunded to the Company.

Subject to this Clause 9, the Company may select an Interest Period of 1, 2, 3 or 6 Months or any other period agreed between the Company and the Lender.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for a Loan shall start on the Utilisation Date for that Loan or (if already made) on the last day of its preceding Interest Period.

A Loan has one Interest Period only.

Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for the Interest Period of a Loan, the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

Shortened Interest Period: If no Screen Rate is available for EURIBOR for:

the currency of a Loan; or

the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for EURIBOR for:

the currency of that Loan; or

the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,

Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable EURIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

Cost of funds: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and there shall be no EURIBOR for that Loan and Clause 10.3 (Cost of funds) shall apply to that Loan for that Interest Period.

If this Clause 10.3 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the weighted average of the rates notified to the Company by the Lender as soon as practicable and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 10.3 applies and the Lender or the Company so requires, the Lender and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Lender and the Company, be binding on all Parties.

If this Clause ‎10.3 applies pursuant to Clause ‎10.2 (Market disruption) and:

the Lender’s Funding Rate is less than EURIBOR; or

the Lender does not supply a quotation by the time specified in paragraph (a)(ii) ‎above,

The Company shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

The Lender shall, as soon as reasonably practicable after a demand by the Company, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

The Company shall pay to the Lender a fee computed at the rate of 35 per cent. of the applicable Margin on the Available Commitment for the Availability Period.

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period (with the first such period commencing on the date of this Agreement), on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the Commitment at the time the cancellation is effective.

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a bank or financial institution duly authorised or licensed to carry out banking or lending activity within the territory of Italy pursuant to Italian Legislative Decree No. 385 of 1 September, 1993 that is tax resident in Italy pursuant to Article 73 of the Italian Income Tax Code and, for the purpose of any Finance Documents does not act through a permanent establishment located outside the Republic of Italy;

a permanent establishment (“stabile organizzazione”) in the Republic of Italy of a non-Italian resident bank or financial institution that is duly authorised or licensed to carry out banking activity in Italy for which any payment received under the Finance Documents is business income (“reddito di impresa”) pursuant to Articles 81, 151 and 152, paragraph 1, of Italian Presidential Decree No. 917 of 22 December 1986;

a securitisation company incorporated under Italian Law 130 of 30 April 1999 that is duly authorised or licensed to carry out lending activity within the territory of Italy;

any entity which, under article 26, paragraph 5-bis of Italian Presidential Decree No. 600 of 29 September 1973, is entitled to receive interest payments deriving from Italy without the application of any Tax Deduction; or

an Italian Treaty Lender.

is treated as a resident of an Italian Treaty State for the purposes of the Italian Treaty;

does not carry on a business in Italy through a permanent establishment with which that Loan is effectively connected; and

fulfils any other conditions which must be fulfilled under the relevant Treaty in order to benefit from full exemption from Tax imposed by Italy on interest payments, subject to the completion of any necessary procedural formalities.

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

a partnership each member of which is:

a company so resident in the United Kingdom; or

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

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

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

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

a Lender which is:

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

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

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

a UK Treaty Lender; or

a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document.

is treated as a resident of a UK Treaty State for the purposes of the UK Treaty;

does not carry on a business in the United Kingdom through a permanent establishment with which that Loan is effectively connected; and

fulfils any other conditions which must be fulfilled under the relevant Treaty in order to benefit from full exemption from Tax imposed by the United Kingdom on interest payments, subject to the completion of any necessary procedural formalities.

The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Company shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Company on becoming so aware in respect of a payment payable it.

If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

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

the Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender; and:

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Company a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made;

the Lender is a UK Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of UK Qualifying Lender and:

the Lender has not given a Tax Confirmation to the Company; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

the Lender is a UK Treaty Lender and the Company is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (e) or (f) (as applicable) below.

Subject to sub-paragraph (ii) below, a UK Treaty Lender and the Company shall co-operate in completing any procedural formalities necessary for the Company to obtain authorisation to make payments under the Finance Documents to the UK Treaty Lender without a Tax Deduction on account of Tax imposed by the UK.

A UK Treaty Lender which is not the Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender, and, having done so, the UK Treaty Lender shall be under no obligation pursuant to sub-paragraph (i) above.

If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with sub-paragraph (ii) under paragraph (e) above and:

the Company has not made a Borrower DTTP Filing in respect of that Lender; or

the Company has made a Borrower DTTP Filing in respect of that Lender but:

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

HM Revenue & Customs has not given the Company authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing,

If a UK Treaty Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with sub-paragraph (ii) under paragraph (e) above, the Company shall not make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment or its participation in any Loan unless the Lender otherwise agrees.

The Company shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the UK Treaty Lender.

A UK Non-Bank Lender shall promptly notify the Company if there is any change in the position from that set out in the Tax Confirmation.

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction for or on account of Tax imposed by Italy, if on the date on which the payment falls due:

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been an Italian Qualifying Lender, but on that date the relevant Lender is not or has ceased to be an Italian Qualified Lender other than as a result of any change, after the date on which that Lender becomes a party to this Agreement, in (or change in the interpretation, administration or application of) any law or regulation or order or governmental rule or treaty or any practice or concession of any applicable tax authority; or

the Lender is an Italian Treaty Lender and the Company is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (k) below.

An Italian Treaty Lender and the Company shall co-operate in completing any procedural formalities necessary for the Company to obtain authorisation to make payments under the Finance Documents to the Italian Treaty Lender without a Tax Deduction on account of Tax imposed by Italy.

If the Company is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law, it being understood that if the Lender is entitled to more favourable tax treatment, evidence thereof should be timely provided by the Lender to the Borrower.

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver to the Lender such evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

The Company shall (within three Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on the Lender:

under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

under the law of the jurisdiction in which the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) or paragraph (j) of Clause 12.2 (Tax gross-up) applied;

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

results solely from the Lender changing its tax residence after becoming a party to the Finance Documents; or

is compensated for by another clause of this Agreement; or

to a liability from the Lender’s gross negligence, illegal acts, fraud and/or wilful misconduct or any breach of their obligations under the Finance Documents.

The Lender making, or intending to make a claim under paragraph (a) above shall promptly notify the Company.

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

the Lender has obtained and utilised that Tax Credit,

not a UK Qualifying Lender, a UK Qualifying Lender (other than a UK Treaty Lender) or a UK Treaty Lender; and

not an Italian Qualifying Lender, an Italian Qualifying Lender (other than an Italian Treaty Lender) or an Italian Treaty Lender.

All amounts expressed to be payable under a Finance Document by the Company to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, if VAT is or becomes chargeable on any supply made by the Lender to the Company under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the Company must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to the Company).

Where a Finance Document requires the Company to reimburse or indemnify the Lender for any cost or expense, the Company shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this clause 12.7 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 at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided, for in Article 11 of Council Directive 2006/112/EC, as amended (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).

Subject to paragraph (c) below, each Party shall, within ten 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 the Lender 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 paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

If the Company is a US Tax Obligor or the Lender reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, the Lender shall, within ten Business Days of:

where the Company is a US Tax Obligor and the Lender is the Original Lender, the date of this Agreement;

where the Company is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date; or

where the Company is not a US Tax Obligor, the date of a request from the Lender,

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Company may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

If any withholding certificate, withholding statement document, authorisation or waiver provided to the Company by the Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, the Lender shall promptly update it and provide such updated withholding certificate, withholding statement document, authorisation or waiver to the Company unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Company). The Company shall provide any such updated withholding certificate, withholding statement document, authorisation or waiver to the Company.

The Company may rely on any withholding certificate, withholding statement document, authorisation or waiver it receives from the Lender pursuant to paragraph (e) or (g) above without further verification. The Company shall not be liable for any action taken by it under or in connection with paragraph (e), (f), or (g) above.

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.

Subject to Clause 13.3 (Exceptions) the Company shall, within three Business Days of a demand by the Lender, pay the Lender the amount of any Increased Costs properly incurred by the Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement, or (iii) the implementation of, or compliance with Basel III and/or CRD IV or any law or regulation to the extent that it implements or applies Basel III and/or CRD IV.

In this Agreement:

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 international 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”.

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.

a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate's) overall capital;

If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs) it shall notify the Company of the event giving rise to the claim.

The Lender shall, as soon as practicable after a demand by the Company, provide a certificate setting out, in reasonable detail, the amount and the event giving rise to such Increased Costs (and appending (to the extent available and capable of being disclosed) related documentary evidence).

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

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

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

compensated for by Clause 12.2(d) (Tax indemnity) (or would have been compensated for under Clause 12.2(d) (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.2(d) (Tax indemnity) applied); or

attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.

In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to that term in Clause 12.1 (Definitions).

If any sum due from the Company under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against the Company;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

The Company waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

the occurrence of any Event of Default;

a failure by the Company to pay any amount due under a Finance Document on its due date;

funding, or making arrangements to fund, its participation in a Loan requested by the Company in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone); or

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Company.

investigating any event which it reasonably believes is a Default;

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

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

The Lender shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

Paragraph (a) above does not in any way limit the obligations of the Company under the Finance Documents.

The Company shall promptly indemnify the Lender for all costs and expenses reasonably incurred by it as a result of steps taken by it under Clause 15.1 (Mitigation).

The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if, in its opinion (acting reasonably), to do so might be prejudicial to it.

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement.

Subject to paragraph (b) below, the Company makes the representations and warranties set out in this Clause 17 to the Lender on the date of this Agreement.

The representations and warranties set out in paragraphs (a) and (b) of Clause 17.12 (No misleading information) are made by the Company on the date of this Agreement or, if later, on the date such information or projections are delivered.

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

any law or regulation applicable to it;

its or any of its Subsidiaries' constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents; and

to make the Finance Documents admissible in evidence in its jurisdiction of incorporation,

the choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation; and

any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 21.7 (Insolvency Proceedings); or

creditors' process described in Clause 21.8 (Creditor’s process),

none of the circumstances described in Clause 21.6 (Insolvency) applies to a the Company or any Material Subsidiary; and

none of the circumstances set out in Article 2446 and Article 2447 of the Italian Civil Code exists with respect to any Material Subsidiary incorporated under the laws of Italy.

It is not required to make any Tax Deduction (as defined in Clause 12.1 (Definitions)) on account of Tax imposed by the UK from any payment it may make under any Finance Document to a Lender which is:

a UK Qualifying Lender:

falling within paragraph (a)(i) of the definition of “UK Qualifying Lender”; or

except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph (a)(ii) of the definition of “UK Qualifying Lender”; or

falling within paragraph (b) of the definition of “UK Qualifying Lender”; or

a UK Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

It is not required to make any Tax Deduction (as defined in Clause 12.1 (Definitions)) on account of Tax imposed by Italy from any interest payment it may make in respect of an advance under any Finance Document to a Lender which is an Italian Qualifying Lender.

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Material Subsidiaries or to which its (or any of its Material Subsidiaries') assets are subject which would have a Material Adverse Effect.

Any material factual information provided by any member of the Group to the Lender was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

The financial projections provided by the Group to the Lender have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

Nothing has occurred since the date that any such information was provided or been omitted from such information provided and no information has been given or withheld that results in the information provided being untrue or misleading in any material respect.

Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

Its Original Financial Statements fairly represent its financial condition as at the end of the relevant financial year during the relevant financial year (consolidated in the case of the Company).

There has been no material adverse change in the business or consolidated financial condition of the Group since the date of its Original Financial Statements.

Its most recent financial statements required to be delivered in accordance with Clause 18.1 (Financial Statements):

have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and

fairly represent in all material respects its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

Each member of the Group is in compliance with Clause 20.3 (Environmental Compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to have a Material Adverse Effect.

The cost to the Group of compliance with Environmental Laws (including Environmental Permits) is (to the best of its knowledge and belief, having made due and careful enquiry) adequately provided for.

It is not (and none of its Material Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Material Subsidiaries is) overdue in the payment of any material amount in respect of Tax unless and only to the extent that:

such payment is being contested, postponed or compromised in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest, postpone or compromise them; and

such payment can be lawfully withheld and failure to pay those Taxes does not have, or to the Company's knowledge, would not reasonably be expected to have a Material Adverse Effect.

No claims or investigations that are not provided for in its latest financial statements are being made or conducted against it (or any of its Material Subsidiaries) with respect to Taxes such that a liability of the Company or any Material Subsidiary of USD 20,000,000 (or its equivalent in any other currency) or more is reasonably likely to arise upon a final determination of that claim or investigation.

The Company acts for the purposes of any Finance Documents through its Italian Branch which qualifies as a permanent establishment (“stabile organizzazione”) pursuant to Article 162 of Italian Presidential Decree No. 917 of 22 December 1986.

Security and Financial Indebtedness

No Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.

No member of the Group has any Financial Indebtedness outstanding that is prohibited under Clause 20.18 (Financial Indebtedness).

is the sole legal and beneficial owner of or has licensed to it on normal commercial terms all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted;

does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect; and

has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it,

other than where a failure to be or do so could not reasonably be expected to have a Material Adverse Effect.

Anti‑corruption and anti-money laundering law

To the best of its knowledge and belief (after due and careful enquiry), neither it nor any of its Subsidiaries, nor any directors, officers or employees of it or any of its Subsidiaries:

is a Restricted Party or is engaging in or has engaged in any transaction or conduct that could result in it becoming a Restricted Party;

is subject to any claim, proceeding, formal notice or investigation with respect to Sanctions;

is engaging in any transaction that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions applicable to it; or

is engaging, directly or indirectly, in any trade, business or other activities with or for the benefit of any Restricted Party where such trade, business or activity is in breach of Sanctions.

No Utilisation, nor the proceeds from any Utilisation, has been used, directly or (knowingly) indirectly, to lend, contribute, provide or has otherwise been made to fund or finance any business activities or transactions:

of or with a Restricted Party; or

in any other manner which would result in any member of the Group or the Lender being in breach of any Sanctions or becoming a Restricted Party.

as soon as the same become available, but in any event within 180 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and

as soon as the same become available, but in any event within 90 days after the end of the first half of each of its financial years, its consolidated financial statements for that financial half year.

The Company shall supply to the Lender, with each set of financial statements delivered pursuant to paragraph (a) or (b) of Clause 18.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 19 (Financial Covenants) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by the Chief Executive Officer or two directors of the Company.

Each set of financial statements delivered by the Company pursuant to Clause 18.1 (Financial statements) shall be certified in accordance with applicable laws and the rules of any relevant stock exchange.

The Company shall procure that each set of financial statements of the Company delivered pursuant to Clause 18.1 (Financial statements) is prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in the Accounting Principles, the accounting practices or reference periods and its auditors deliver to the Lender:

a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

sufficient information, in form and substance as may be reasonably required by the Lender, to enable it to determine whether Clause 19 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

all material documents dispatched by the Company to its shareholders (or any class of them) or its creditors (or any class of them) at the same time as they are dispatched;

promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which are likely to be adversely determined and if adversely determined, would have a Material Adverse Effect; and

promptly, such further information regarding the financial condition, assets, business and operations of any member of the Group as the Lender may reasonably request.

The Company shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Lender, the Company shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

The Company may satisfy its obligation under this Agreement to deliver any information in relation to the Lender by posting this information onto an electronic website designated by the Company and the Lender (the "Designated Website") if:

the Lender expressly agrees that it will accept communication of the information by this method;

both the Company and the Lender are aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the Company and the Lender.

The Company shall promptly upon becoming aware of its occurrence notify the Lender if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Lender under paragraph (b)(i) or paragraph (b)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

The Lender may request one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall comply with any such request within ten Business Days.

If:

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 Company after the date of this Agreement; or

a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement to a third party,

Consolidated Net Financial Indebtedness to Consolidated EBITDA: The Company shall ensure that Consolidated Net Financial Indebtedness as at any Accounting Date shall not be more than 2.50 times the Consolidated EBITDA for the applicable Test Period ending on that Accounting Date.

Consolidated EBITDA to Consolidated Total Net Interest Payable: Consolidated EBITDA for the applicable Test Period ending on an Accounting Date shall not be lower than 6.30 times the Consolidated Total Net Interest Payable for that Test Period.

Consolidated Net Financial Indebtedness to Consolidated Net Worth: Consolidated Net Financial Indebtedness as at any Accounting Date shall not be more than 0.50 times the Consolidated Net Worth as at that Accounting Date.

Consolidated Net Worth: the Consolidated Net Worth shall at no time be lower than USD 725,000,000.

plus depreciation and amortization expenses for plant, property and equipment; and

plus amortization of intangible assets and impairment losses; and

plus restructuring, merger and integration expenses; and

plus litigation expenses; and

plus extraordinary and non-cash items of expense, but only to the extent such items have been deducted in the determination of operating income;

minus extraordinary and non-cash items of income, but only to the extent such items are included in the operating income.

the aggregate at that time of Financial Indebtedness of the members of the Group from sources external to the Group (including guarantees for an aggregate amount exceeding USD 40,000,000 (forty million US dollars) at that time); less

the aggregate amount at that time of: (i) cash; (ii) debt securities issued or guaranteed by any member state of the OECD that benefit from an investment grade rating; and (iii) receivables from any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

interest accrued during such period as an obligation of any member of the Group (whether or not paid or capitalised during or deferred for payment after such period); less

any interest received or receivable by any member of the Group (after deducting any applicable withholding tax) in such period.

for the purpose of Clause 19.1(a), each period of twelve months ending on an Accounting Date; and

for the purpose of Clause 19.1(b), a period of six or, as the case may be, twelve months starting on 1 January of a financial year and ending on an Accounting Date in that financial year.

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Lender of,

comply with all Environmental Law;

obtain, maintain and ensure compliance with all requisite Environmental Permits;

implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

any Environmental Claim against any member of the Group which is current, pending or threatened; and

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

The Company shall (and it shall ensure that each other member of the Group will) maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

All insurances must be with reputable independent insurance companies or underwriters.

preserve and maintain the subsistence and validity of its material Intellectual Property necessary for the business of the relevant Group member;

use reasonable endeavours to prevent any infringement in any material respect of such Intellectual Property;

make registrations and pay all registration fees and taxes necessary to maintain such Intellectual Property in full force and effect and record its interest in that Intellectual Property;

not use or permit such Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of such Intellectual Property or imperil the right of any member of the Group to use such property; and

not discontinue the use of such Intellectual Property,

The Company shall (and it shall ensure that each other member of the Group will) pay and discharge all Taxes of a material amount imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements required to be delivered to the Lender in accordance with Clause 18.1 (Financial Statements); and

such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

The Company shall act for the purposes of any Finance Documents through its Italian Branch which qualifies as a permanent establishment (“stabile organizzazione”) pursuant to Article 162 of Italian Presidential Decree No. 917 of 22 December 1986.

The Company shall not (and it shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

The Company shall (and it shall ensure that each other member of the Group will):

conduct its businesses in compliance with:

(other than in respect of matters referred to in paragraph (B) below) applicable anti‑corruption laws and all applicable anti-money laundering and counter-terrorist financing laws and regulations; and

all record keeping or reporting requirements required pursuant to any applicable anti-money laundering or counter-terrorist financing laws or regulations in each case in all material respects; and

maintain policies and procedures designed to promote and achieve compliance with such laws.

use, lend, contribute or otherwise make available any part of the proceeds of any Utilisation or other transaction contemplated:

for the purpose of financing any trade, business or other activities involving, or for the benefit of, any Restricted Party; or

in any other manner that would result in any person being in breach of any Sanctions or becoming a Restricted Party;

knowingly engage in any transaction that evades or avoids or breaches directly or indirectly, any Sanctions applicable to it; or

knowingly fund all or part of any payment in connection with a Finance Document out of proceeds derived from business or transactions with a Restricted Party, or from any action which is in breach of any Sanctions.

The Company shall not (and it shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

The Company shall not (and it shall ensure that no other member of the Group will):

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re‑acquired by the Company or any other member of the Group;

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set‑off or made subject to a combination of accounts; or

enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

Paragraphs (a) and (b) do not apply to any Permitted Security or any Permitted Receivables Disposal.

Except as permitted under paragraph (b), the Company shall not (and it shall ensure that no other member of the Group will) be a creditor in respect of any Financial Indebtedness.

Paragraph (a) does not apply to a Permitted Loan.

Except as permitted under paragraph (b), the Company shall not (and it shall ensure that no other member of the Group will) acquire a company or any shares or securities or a business or undertaking (or any interest in any of them).

Paragraph (a) does not apply to an acquisition that is a Permitted Acquisition.

The Company shall not (and it shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction.

Paragraph (a) does not apply to any Permitted Transaction.

Except as permitted under paragraph (b), the Company shall not (and it shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person.

Paragraph (a) does not apply to a guarantee which is a Permitted Guarantee.

The Company shall ensure that the Subsidiary Financial Indebtedness does not exceed at any time 35 per cent. of Group Financial Indebtedness.

For the purposes of this Clause 20.18:

For the avoidance of doubt and notwithstanding anything to the contrary, intra‑group debt shall not constitute or in any way be included in the definition of Financial Indebtedness or Subsidiary Financial Indebtedness.