Simmons & Simmons LLP Citypoint, 1 Ropemaker Street London EC2Y 9SS United Kingdom T: +44 20 7628 2020 F: +44 20 7628 2070 EXECUTION VERSION Fourth Amendment and Restatement Agreement between Rentokil Initial plc as Borrower The Financial Institutions listed in schedule 1 as Continuing Lenders The Financial Institutions listed in schedule 1 as New Lenders The Financial Institutions listed in schedule 1 as Outgoing Lenders and Skandinaviska Enskilda Banken AB (publ) as Agent relating to a multicurrency revolving facility agreement originally dated 27 January 2015, as amended on 9 June 2016, amended and restated on 26 January 2017, amended on 9 June 2017, amended and restated on 23 August 2018, as amended by a resignation, appointment and amendment agreement dated 24 December 2019, and as amended and restated on 8 September 2021 Certain portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) the type that the registrant treats as private or confidential. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”. Exhibit 10.2

FMBK/077541-00031/ELBE/ECTH i L_LIVE_EMEA1:53517381v7 CONTENTS 1. Definitions and Interpretation ............................................................................................. 1 2. Conditions Precedent ........................................................................................................ 2 3. Representations ................................................................................................................ 3 4. Amendment and Restatement ........................................................................................... 3 5. The Outgoing Lenders ....................................................................................................... 3 6. Prepayments ..................................................................................................................... 4 7. The New Lenders .............................................................................................................. 4 8. Lenders ............................................................................................................................. 5 9. Fees .................................................................................................................................. 5 10. Costs and Expenses .......................................................................................................... 5 11. Miscellaneous .................................................................................................................... 5 12. Governing Law .................................................................................................................. 6 SCHEDULE 1 : THE LENDERS .................................................................................................... 7 : THE CONTINUING LENDERS ...................................................................................... 7 : THE NEW LENDERS .................................................................................................... 9 : EFFECTIVE DATE COMMITMENTS ........................................................................... 10 : THE OUTGOING LENDERS ....................................................................................... 11 SCHEDULE 2 : CONDITIONS PRECEDENT TO SIGNING ........................................................ 12 SCHEDULE 3 : CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ................................. 13 SCHEDULE 4 : AMENDED AND RESTATED FACILITY AGREEMENT ..................................... 14

FMBK/077541-00031/ELBE/ECTH 1 L_LIVE_EMEA1:53517381v7 THIS AGREEMENT is dated and made BETWEEN: (1) RENTOKIL INITIAL PLC (registration number 5393279) (the “Borrower”); (2) THE FINANCIAL INSTITUTIONS listed in part 1 (The Continuing Lenders) of schedule 1 (The Lenders) (the “Continuing Lenders”); (3) THE FINANCIAL INSTITUTIONS listed in part 2 (The New Lenders) of schedule 1 (The Lenders) (the “New Lenders”) (4) THE FINANCIAL INSTITUTIONS listed in part 4 (The Outgoing Lenders) of schedule 1 (The Lenders) (the “Outgoing Lenders”); (5) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as agent for and on behalf of the other Finance Parties (the “Agent”); BACKGROUND: (A) This Agreement is supplemental to and amends a £550,000,000 multicurrency revolving facility agreement originally dated 27 January 2015 (as amended on 9 June 2016, as amended and restated on 26 January 2017, as amended on 9 June 2017, as amended and restated on 23 August 2018, as amended by a resignation, appointment and amendment agreement dated 24 December 2019, and as amended and restated on 8 September 2021), made between, amongst others, the Borrower and Lloyds Bank plc as the agent, subsequently replaced by Skandinaviska Enskilda Banken AB (publ) (the “Original Facility Agreement”). (B) Under an appointment, resignation and amendment agreement dated 24 December 2019, the Agent was appointed in place of the former Agent, Lloyds Bank plc. (C) The Finance Parties and the Borrower have agreed, subject to the terms of this Agreement, to make certain amendments to, and to restate, the Original Facility Agreement. IT IS AGREED as follows: 1. Definitions and Interpretation 1.1 Definitions In this Agreement: “Amended Facility Agreement” means the Original Facility Agreement, as amended and restated by this Agreement on the Effective Date. “Amendment Fee Letter” means the fee letter dated on or about the date of this Agreement between the Borrower and the Agent in respect of the fees payable to the Continuing Lenders and the New Lenders in connection with this Agreement. “Continuing Party” means each party to the Original Facility Agreement other than the Outgoing Lenders. 25 February 2022

FMBK/077541-00031/ELBE/ECTH 2 L_LIVE_EMEA1:53517381v7 “Effective Date” means the date on which the Agent notifies the Borrower and the Lenders that it has received all of the documents and other evidence listed in schedule 3 (Conditions Precedent to the Effective Date) in form and substance satisfactory to the Agent. “Finance Party” has the meaning given to that term in the form of Amended Facility Agreement, provided that, until the occurrence of the Effective Date, it shall also be deemed to include the Outgoing Lenders. “Lender” means a Continuing Lender, a New Lender and, until the occurrence of the Effective Date, an Outgoing Lender. “Party” means a party to this Agreement. 1.2 Incorporation of defined terms (A) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement. (B) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in full and referring to this Agreement, except that references to the Original Facility Agreement are to be construed as references to this Agreement. 1.3 Third party rights A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 2. Conditions Precedent 2.1 Notice The Borrower shall notify the Agent three Business Days in advance of the date on which Closing (as defined in schedule 3) is due to occur. 2.2 Effective Date (A) Subject to paragraph (D) below, on and from the Effective Date the Original Facility Agreement will be amended in the manner contemplated in this Agreement. (B) The Agent shall make the notification described in the definition of “Effective Date” to the Borrower and the Lenders promptly upon being so satisfied. (C) Other than to the extent that the Majority Lenders (as defined in the Original Facility Agreement) notify the Agent in writing to the contrary before the Agent gives the notification described in the definition of “Effective Date”, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. (D) If the Effective Date has not occurred by 11.59pm (New York City time) on 13 March 2023 (or such later date as the Borrower and the Agent, acting on the instructions of all the Lenders, may agree), the Original Facility Agreement will not be amended in the manner contemplated by this Agreement.

FMBK/077541-00031/ELBE/ECTH 3 L_LIVE_EMEA1:53517381v7 3. Representations The Borrower makes the representations and warranties set out in clause 20 (Representations) of the Original Facility Agreement, in each case by reference to the facts and circumstances then existing on the: (A) date of this Agreement as if references to “this Agreement” and “the Finance Documents” are references to this Agreement; and (B) Effective Date as if references to “this Agreement” and “the Finance Documents” are references to the Amended Facility Agreement, and provided that, in the case of clause 20.11 (Financial Statements) of the Original Facility Agreement, the reference therein to “Original Financial Statements” is construed as a reference to the last set of financial statements delivered to the Agent under clause 21.1 (Financial statements) of the Original Facility Agreement. 4. Amendment and Restatement 4.1 Amendment and restatement With effect on and from the Effective Date, the Original Facility Agreement shall be amended and restated in the form set out in schedule 4 (Amended and Restated Facility Agreement). 4.2 Continuing obligations (A) The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended and restated by this Agreement, continue in full force and effect. (B) With effect on and from the Effective Date, the Borrower: (1) confirms its acceptance of the Amended Facility Agreement; and (2) agrees to be bound as the Borrower by the terms of the Amended Facility Agreement. 4.3 Finance Document cross referencing Clause references in any Finance Document which cross refer to a clause of the Original Facility Agreement shall, where applicable, be deemed to be, as from the occurrence of the Effective Date, updated to cross refer to the corresponding provision in the Amended Facility Agreement. 5. The Outgoing Lenders 5.1 With effect on and from the Effective Date: (A) each Outgoing Lender shall cease, for all purposes, to be a party to the Amended Facility Agreement as a Lender and none of the Continuing Parties shall have any claims against any Outgoing Lender whatsoever arising under or in connection with the Amended Facility Agreement; and (B) each of (i) the Continuing Parties and (ii) the Outgoing Lenders shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be

FMBK/077541-00031/ELBE/ECTH 4 L_LIVE_EMEA1:53517381v7 cancelled (provided that the Borrower shall not be released from its repayment obligation pursuant to Clause 6.2 below until such time as the Agent has confirmed to the Borrower and the Outgoing Lenders that such payments have been made to the Outgoing Lenders). 6. Prepayments 6.1 If any Loans are due to be outstanding on the Effective Date, the Borrower must, no later than three Business Days before the Effective Date, submit to the Agent a prepayment request in respect of those Loans. 6.2 The Borrower will: (A) on the Effective Date, repay each Continuing Lender’s and each Outgoing Lender’s participation (if any) in any outstanding Loans (together with accrued interest and all other amounts accrued under the Finance Documents but excluding Break Costs); and (B) within three Business Days of demand, pay to each Continuing Lender and each Outgoing Lender its Break Costs, if any, attributable to its participation in the Loans repaid pursuant to paragraph (A) above, and each other Lender and Outgoing Lender consents to such payments being made to, and retained by, each such Continuing Lender and Outgoing Lender for its own account, notwithstanding the provisions of clause 29 (Sharing Among the Finance Parties) of the Original Facility Agreement. 7. The New Lenders 7.1 On the Effective Date, each New Lender: (A) will become (and each Continuing Party consents to such New Lender becoming) a party to the Amended Facility Agreement as a Lender (as defined therein) and its Commitment shall be as set out in part 3 (Effective Date Commitments) of schedule 1 (The Lenders) of the Amended Facility Agreement; and (B) confirms to the Finance Parties and the Borrower that it undertakes to be bound by the terms of the Amended Facility Agreement as a Lender on and from that date. 7.2 Each New Lender confirms to the other Finance Parties that it: (A) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in the Amended Facility Agreement and has not relied exclusively on any information provided to it by any Finance Party in connection with any Finance Document; and (B) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 7.3 On and from the Effective Date, each New Lender appoints the Agent to act as its agent under and in connection with the Finance Documents on the terms set out in clause 27.1 (Appointment of the Agent) of the Amended Facility Agreement

FMBK/077541-00031/ELBE/ECTH 5 L_LIVE_EMEA1:53517381v7 8. Lenders 8.1 Effective Date Commitments With effect on and from the Effective Date, the Commitment of each Lender will be as set out opposite its name in part 3 (Effective Date Commitments) of schedule 1 (The Lenders) to this Agreement. 8.2 Qualifying Lender Status Each Continuing Lender confirms in part 1 (The Continuing Lenders) of schedule 1 (The Lenders), and each New Lender confirms in part 2 (The New Lenders) of schedule 1 (The Lenders), which of the following categories it falls in: (A) not a Qualifying Lender; (B) a Qualifying Lender (other than a Treaty Lender); or (C) a Treaty Lender. 9. Fees No later than one Business Day after the Effective Date, the Borrower shall pay to the Agent (for the account of each Continuing Lender and each New Lender) a fee in an amount set out in the Amendment Fee Letter. 10. Costs and Expenses Subject to any pre-agreed cap on such cost and expenses, the Borrower shall within three Business Days of demand reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in connection with the negotiation, preparation, printing and execution of this Agreement and any other documents referred to in this Agreement. 11. Miscellaneous 11.1 Designation Each of the Borrower and the Agent designate this Agreement and the Amendment Fee Letter as a Finance Document. 11.2 Incorporation of terms The provisions of clause 32 (Notices), clause 34 (Partial Invalidity), clause 35 (Remedies and Waivers) and clause 41 (Jurisdiction) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if reference to those clauses to “this Agreement” are references to this Agreement. 11.3 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

FMBK/077541-00031/ELBE/ECTH 6 L_LIVE_EMEA1:53517381v7 12. Governing Law This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. This Agreement has been entered into on the date stated at the beginning of this Agreement

FMBK/077541-00031 7 L_LIVE_EMEA1:53439922v2 SCHEDULE 1: THE LENDERS : THE CONTINUING LENDERS Lender Description of Lender Legal Name Entity Description Treaty Lender/Qualifying Lender (other than a treaty lender)/ Not a Qualifying Lender BAML Bank of America Europe Designated Activity Europe UK Bank Qualifying Lender Barclays Barclays Bank PLC UK Bank Qualifying Lender (other than a Treaty Lender) BNPP BNP Paribas, London Branch Non-UK Bank lending through a UK branch Qualifying Lender (other than a Treaty Lender) BoC Bank of China Limited, London Branch Non-UK Bank lending through a UK subsidiary or UK branch (permanent UK establishment) Qualifying Lender (other than a Treaty Lender) GS Goldman Sachs Bank USA Non-UK Bank using a double tax treaty passport Treaty Lender – passport scheme reference number is 13/G/351779/DTTP HSBC HSBC UK Bank plc UK Bank Qualifying Lender (other than a Treaty Lender) ING ING Bank N.V., London Branch Non-UK Bank lending through a UK subsidiary or UK branch Qualifying Lender (other than a Treaty Lender)

FMBK/077541-00031 8 L_LIVE_EMEA1:53439922v2 JPM JPMorgan Chase Bank, N.A., London Branch. Non-UK Bank lending through a UK subsidiary or UK branch Qualifying Lender (other than a Treaty Lender) Mizuho Mizuho Bank, Ltd. Non-UK Bank lending through a UK branch Qualifying Lender (other than a Treaty Lender) Santand er Banco Santander, S.A., London Branch Non-UK Bank lending through a UK branch Qualifying Lender (other than a Treaty Lender) SCB Standard Chartered Bank UK Bank Qualifying Lender (other than a Treaty Lender) SEB Skandinaviska Enskilda Banken AB (publ) Non-UK Bank using a double tax treaty passport Treaty Lender – passport scheme reference number is 73/S/42621/DTTP SWEDEN UOB United Overseas Bank Limited, London Branch Non-UK Bank lending through a UK branch Qualifying Lender (other than a Treaty Lender) Wells Wells Fargo Bank, N.A., London Branch Non-UK Bank lending through a UK subsidiary or UK branch Qualifying Lender (other than a Treaty Lender)

FMBK/077541-00031 9 L_LIVE_EMEA1:53439922v2 : THE NEW LENDERS Lender Description of Lender Legal Name Entity Description Treaty Lender/Qualifying Lender (other than a treaty lender)/ Not a Qualifying Lender Fifth Third Bank, National Associati on Fifth Third Bank, National Association Non-UK Bank using a double tax treaty passport Treaty Lender – passport scheme reference number is 13/F/24267/DTTP Scotia The Bank of Nova Scotia, London Branch Non-UK Bank lending through a UK permanent establishment Qualifying Lender (other than a treaty lender)

PART 3: EFFECTIVE DATE COMMITMENTS

[Reserved]

FMBK/077541-00031

L_LIVE_EMEA1:53439922v2

FMBK/077541-00031 11 L_LIVE_EMEA1:53439922v2 : THE OUTGOING LENDERS Bayerische Landesbank DBS Bank Ltd, London Branch Scotiabank Europe plc

FMBK/077541-00031 12 L_LIVE_EMEA1:53439922v2 SCHEDULE 2: CONDITIONS PRECEDENT TO SIGNING 1. Borrower 1.1 A copy of the constitutional documents of the Borrower or a certificate of an authorised signatory of the Borrower certifying that the constitutional documents last delivered to the Agent under the Third Amendment and Restatement Agreement are still correct, complete and in full force and effect and have not been amended as at a date no earlier than the date of this Agreement. 1.2 A copy of a resolution of the board of directors of the Borrower: (A) approving the terms of, and the transactions contemplated by, this Agreement and the Amended Facility Agreement and resolving that it execute and perform this Agreement and the Amendment Fee Letter; (B) authorising a specified person or persons to execute this Agreement and the Amendment Fee Letter on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement and the Amended Facility Agreement. 1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above. 1.4 A certificate of an authorised signatory of the Borrower: (A) confirming that borrowing the Total Commitments and the maximum amount permitted to be borrowed under any Accordion Facilities in full (as defined in the Amended Facility Agreement) would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded; and (B) certifying that each copy document relating to it specified in this schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 2. Finance Documents (A) This Agreement duly executed by the Parties. (B) The duly executed Amendment Fee Letter. 3. Legal Opinions A legal opinion of Allen & Overy LLP, legal advisers to the Agent in England, substantially in the form distributed to the Continuing Lenders and the New Lenders prior to signing this Agreement.

FMBK/077541-00031 13 L_LIVE_EMEA1:53439922v2 SCHEDULE 3: CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 2. Definitions 2.1 In this Schedule 3: (A) “Acquisition” means the acquisition of the Target pursuant to the terms of the Acquisition Agreement; (B) “Acquisition Agreement” means the agreement and plan of merger between Rentokil Initial plc, Rentokil Initial US Holdings, Inc. as bidco, the Target, Leto Holdings I, Inc. and Leto Holdings II, LLC dated 13 December 2021; (C) “Closing” means the closing of the Acquisition in accordance with section 2.01 (Closing) of the Acquisition Agreement; and (D) “Target” means Terminix Global Holdings, Inc., a corporation incorporated under the laws of Delaware. 3. Borrower 3.1 Confirmation from the Borrower that it has received all required consents pursuant to the terms of the Acquisition Agreement in relation to the Acquisition, including shareholder approval from the Borrower’s shareholders, and all conditions to Closing have been satisfied or waived (except any waiver that could reasonably be expected to affect the Lenders’ interests materially and adversely) and that the Acquisition will be consummated substantially simultaneously with the Effective Date under this Agreement. 3.2 Confirmation from the Borrower that it has the funds available to the Group in order to meet the cash requirements in the Acquisition Agreement. 3.3 A certificate of an authorised signatory or the secretary or other officer of the Borrower confirming that: (A) the shareholders of the Borrower have approved, by way of an ordinary resolution, an increase in the £3,000,000,000 borrowing limit included at section 134 (Borrowing powers) of the Borrower’s articles; and (B) the confirmations included in the directors certificate provided to the Agent under schedule 2 (Conditions Precedent to Signing) remain true and correct up to and including the Effective Date.

FMBK/077541-00031 14 L_LIVE_EMEA1:53439922v2 SCHEDULE 4: AMENDED AND RESTATED FACILITY AGREEMENT

(originally dated 27 January 2015, as amended on 9 June 2016, amended and restated on 26 January 2017, amended on 9 June 2017, amended and restated on 23 August 2018, amended on 24 December 2019, amended and restated on 8 September 2021 and as further amended and restated on the 2022 Effective Date)

This Agreement originally dated 27 January 2015, as amended on 9 June 2016, amended and restated on 26 January 2017, amended on 9 June 2017, amended and restated on 23 August 2018, amended on 24 December 2019, amended and restated on 8 September 2021 and as further amended and restated on the 2022 Effective Date and made

“2018 Effective Date” has the meaning given to the definition “Effective Date” in the Second Amendment and Restatement Agreement.

“2021 Effective Date” has the meaning given to the definition of “Effective Date” in the Third Amendment and Restatement Agreement.

“2022 Effective Date” has the meaning given to the definition of “Effective Date” in the Fourth Amendment and Restatement Agreement.

“Accordion Facility” means each facility that may be established and made available under this Agreement as described in Clause 3 (Accordion Option).

“Accordion Facility Establishment Date” means, in relation to an Accordion Facility, the later of:

“Accordion Facility Lender” means, in relation to an Accordion Facility, any entity which is listed as such in the relevant Accordion Facility Notice.

“Accordion Facility Lender Certificate” means a document substantially in the form set out in Part 2 of Schedule 12 (Form of Accordion Facility Lender Certificate).

“Accordion Facility Loan” means, in relation to an Accordion Facility, a loan made or to be made under that Accordion Facility or the principal amount outstanding for the time being of that loan.

“Accordion Facility Notice” means a notice substantially in the form set out in the form of Part 1 of Schedule 12 (Form of Accordion Facility Notice).

“Accordion Facility Participating Lender” has the meaning given to it in Clause 3.1(B) (Selection of Accordion Facility Lenders).

“Accordion Facility Proposal” means a notice from the Borrower addressed to each applicable Lender (in accordance with Clause 3.1(A) (Selection of Accordion Facility Lenders)) which:

“Accordion Facility Proposed Size” means, in relation to an Accordion Facility Proposal, the proposed Total Accordion Facility Commitments for the relevant Accordion Facility set out in that Accordion Facility Proposal which shall be, in each case, no less than $50,000,000.

“Accordion Facility Tender Period” means, in relation to an Accordion Facility Proposal, the period of time starting on the date of delivery of that Accordion Facility Proposal and ending on the date which falls 20 Business Days after the date of delivery of that Accordion Facility Proposal or on such other date as the Borrower and the Agent may otherwise agree.

“Accordion Option A Lender” means each Lender with an Effective Date Facility Commitment of more than $25,000,000.

“Accordion Option B Lender” means each Lender with an Effective Date Facility Commitment of $25,000,000 or less.

“Acquisition” means the acquisition of the Target pursuant to the terms of the Acquisition Agreement.

“Acquisition Agreement” means the agreement and plan of merger between the Borrower, Rentokil Initial US Holdings, Inc. as bidco, the Target, Leto Holdings I, Inc. and Leto Holdings II, LLC dated 13 December 2021.

“Additional Business Day” means any day specified as such in the applicable Reference Rate Terms.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the Stockholm foreign exchange market at or about 11:00 a.m. on a particular day.

“Aggregate Total Accordion Facility Commitments” means, at any time, the aggregate of the Total Accordion Facility Commitments relating to each Accordion Facility.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Alternative Term Rate” means any rate specified as such in the applicable Reference Rate Terms.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

other than that Lender’s participation in any Utilisations under that Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Base Currency Amount” means, in relation to a Utilisation, the amount specified in the Utilisation Request delivered by the Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) as adjusted to reflect any repayment or prepayment of a Utilisation.

“Break Costs” means any amount specified as such in the applicable Reference Rate Terms.

“Bridge and Term Facilities Agreement” means the $2,700,000,000 acquisition finance bridge and term facilities agreement between, amongst others, the Borrower as borrower, Skandinaviska Enskilda Banken AB (publ) as agent and the lenders named therein dated 25 February 2022.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Stockholm, New York and:

in each case, to which any member of the Group is beneficially entitled at that time.

“Cash Pooling Balance” means any debit balance in respect of any account of any member of the Group in connection with the Group’s notional cash pooling arrangements provided that if such balances were netted-off at any time, the aggregate amount of such balances would be zero or greater.

“Central Bank Rate” has the meaning given to that term in the applicable Reference Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Reference Rate Terms.

“Closing” means the closing of the Acquisition in accordance with section 2.01 (Closing) of the Acquisition Agreement.

“Commitment” means an Effective Date Facility Commitment or an Accordion Facility Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).

“Compounded Rate Currency” means any currency which is not a Term Rate Currency.

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

“Compounded Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

“Confidential Information” means all information relating to the Borrower, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 13 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent.

“Coterminous Accordion Facility” means an Accordion Facility in respect of which the Termination Date is specified in the applicable Accordion Facility Notice as being the Termination Date for the Effective Date Facility.

“Credit Adjustment Spread” means, in relation to a Compounded Rate Loan, any rate which is either:

“Credit Rating” means a notification to the Borrower or a public announcement by a Credit Rating Agency of a long-term credit rating of the Borrower which has been solicited by the Borrower, from time to time.

“CSPP Eligible Issuer” means a member of the Group which is a special purpose vehicle which complies with the eligibility criteria for the European Central Bank’s corporate sector purchase programme.

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 16 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Debt Capital Markets Issue” means the issuance, sale or borrowing by any member of the Group to or from any person that is not a member of the Group from and including the 2022 Effective Date to and including the Termination Date applicable to the Effective Date Facility of:

“Default” means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period or the giving of notice) be an Event of Default.

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

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

“Effective Date Facility” means the revolving loan facility made available under this Agreement as described in Clause 2.1(A) (The Facilities).

in each case to the extent not cancelled, reduced or transferred by it under this Agreement.

“Eligible Institution” means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 24 (Events of Default).

“Extension Notice” means a notice substantially in the form set out in ‎Part 2 of ‎Schedule 3 (Requests).

“Extension Notice Effective Date” has the meaning given to that term in Clause 2.4(G) (Extension option).

“Facility Office” means, in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Finance Document” means this Agreement, the First Amendment Letter, the Second Amendment Letter, the First Amendment and Restatement Agreement, the Second Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement, the Fourth Amendment and Restatement Agreement, any Accordion Facility Notice, any Fee Letter, any Increase Confirmation, any Reference Rate Supplement, any Compounding Methodology Supplement, any Extension Notice and any other document designated as such by the Agent and the Borrower.

“Finance Lease” means any lease or hire purchase contract, a liability under which would, in accordance with IFRS, be treated as a balance sheet liability (other than a lease or hire purchase contract which would, in accordance with IFRS, prior to 1 January 2019, have been treated as an operating lease).

“Financial Indebtedness” means (without double counting) any indebtedness for or in respect of:

“First Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated 26 January 2017 and made between, among others, the Borrower, Rentokil Initial 1927 plc and the Agent.

“First Amendment and Restatement Fee Letter” means each Fee Letter under and as defined in the First Amendment and Restatement Agreement.

“First Amendment Letter” means the amendment letter dated 9 June 2016 and made between the Borrower and the Agent.

“First Anniversary Extension Notice” has the meaning given to that term in Clause 2.4(C)(1) (Extension option).

“First Extension Termination Date” has the meaning given to that term in Clause 2.4(D)(1) (Extension option).

“Fourth Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated 25 February 2022 and made between, among others, the Borrower and the Agent.

“Fourth Amendment and Restatement Fee Letter” means the Fee Letter under and as defined in the Fourth Amendment and Restatement Agreement.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to Clause 12.4(A)(2) (Cost of funds).

“GAAP” means generally accepted accounting principles in England and Wales including IFRS.

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

“IFRS” means UK-adopted international accounting standards within the meaning of the section 474(1) of the Companies Act 2006 to the extent applicable to the relevant financial statements.

“Increase Confirmation” means a confirmation substantially in the form of Schedule 10 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

provided that Indebtedness for Moneys Borrowed shall not include any Cash Pooling Balance.

“Initial Termination Date” means the initial termination date of the Effective Date Facility, being the fifth anniversary of the 2022 Effective Date.

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

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.4 (Default interest).

“Interpolated Alternative Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Alternative Term Rates) which results from interpolating on a linear basis between:

“Interpolated Primary Term Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Primary Term Rates) which results from interpolating on a linear basis between:

“Legal Opinions” means any legal opinion delivered to the Agent under Clause ‎5.1 (Initial conditions precedent) or pursuant to the First Amendment and Restatement Agreement, the Third Amendment and Restatement Agreement or the Fourth Amendment and Restatement Agreement.

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Loan” means a loan made or to be made under a Facility or the principal amount outstanding for the time being of that loan.

“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.

“Majority Lenders” means a Lender or Lenders whose Commitments aggregate more than 66²/₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction).

“Margin Certificate” means a certificate from the Borrower (signed by two authorised signatories of the Borrower) substantially in the form of Schedule 8 (Form of Margin Certificate) which confirms the then current Credit Rating of the Borrower.

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Reference Rate Terms.

provided that no member of the Target Group shall be a Material Subsidiary for the period of three Months following the Closing Date.

“Month” means, in relation to an Interest Period (or any other period for the accrual of commission or fees in a currency), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the applicable Reference Rate Terms.

“Moody’s” means Moody’s Investors Service Limited or any successor to its rating business.

“Net Debt” means, at any time for the purposes of Clause 23.4 (Disposals), Total Borrowings (at that time) less any Cash and Cash Equivalent Investments (at that time).

“Net Disposal Proceeds” means any amount of Cash and Cash Equivalent Investments received by the Group as consideration for a Restricted Disposal (whether by way of share or asset sale) after deducting:

“New Lender” has the meaning given to that term in Clause 25 (Changes to the Lenders).

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 5.3 (Conditions relating to Optional Currencies).

“Original Financial Statements” means the audited consolidated financial statements of the Borrower for the financial year ended 31 December 2020.

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

“Permitted Guarantee” means any guarantee or guarantees issued by Rentokil Initial 1927 plc in an amount not exceeding £10,000,000 (or its equivalent in any other currency) in aggregate.

“Permitted Reorganisation” means a solvent re-organisation or restructuring of the Group which results in the Borrower becoming a Subsidiary of a new Holding Company which has substantially the same shareholders as the Borrower had prior to the relevant re-organisation or restructuring.

“Primary Term Rate” means the rate specified as such in the applicable Reference Rate Terms.

“Qualifying Lender” has the meaning given to it in Clause 14 (Tax gross-up and indemnities).

“Quotation Day” means the day specified as such in the applicable Reference Rate Terms.

“Quotation Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Quoted Tenor” means, in relation to a Primary Term Rate or an Alternative Term Rate, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

“Reference Rate Supplement” means, in relation to any currency, a document which:

the terms set out for that currency, and (where such terms are set out for different categories of Loan, Unpaid Sum or accrual of commission or fees in that currency) for the category of that Loan, Unpaid Sum or accrual, in Schedule 14 (Reference Rate Terms) or in any Reference Rate Supplement.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Market” means the market specified as such in the applicable Reference Rate Terms.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Repeating Representations” means each of the representations set out in Clause 20 (Representations) other than Clause 20.5 (Authorisations), Clause 20.7 (Deduction of Tax), Clause 20.8 (No filing or stamp taxes), Clause 20.9 (No default), Clause 20.10 (No misleading information) and Clause 20.11(C) (Financial statements).

“Reporting Day” means the day (if any) specified as such in the applicable Reference Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the applicable Reference Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Disposal” means any disposal where the nature of the business or asset being disposed of would result in the relevant transaction being a Class 1 Transaction (as such term is defined in the U.K. Listing Rules).

“RFR” means the rate specified as such in the applicable Reference Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Reference Rate Terms.

“Rollover Loan” means, with respect to any Facility, one or more Loans under that Facility:

“S&P” means S&P Global Ratings UK Limited or any successor to its rating business.

“Second Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated 23 August 2018 and made between, among others, the Borrower, Rentokil Initial 1927 plc and the Agent.

“Second Amendment and Restatement Fee Letters” means each Fee Letter under and as defined in the Second Amendment and Restatement Agreement.

“Second Amendment Letter” means the amendment letter dated 9 June 2017 and made between the Borrower and the Agent.

“Second Anniversary Extension Notice” has the meaning given to that term in Clause 2.4(C)(2) (Extension option).

“Second Extension Termination Date” has the meaning given to that term in Clause 2.4(D)(2) (Extension option).

“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.

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

“Target” means Terminix Global Holdings, Inc., a corporation incorporated under the laws of Delaware.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

to the extent, in any case, not specified otherwise in a subsequent Reference Rate Supplement.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum in a Term Rate Currency to the extent that it is not, or has not become a “Compounded Rate Loan” for its then current Interest Period pursuant to Clause 12.1 (Interest calculation if no Primary Term Rate).

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

or if, in each case, that date is not a Business Day, the preceding Business Day.

“Third Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated 8 September 2021 and made between, among others, the Borrower and the Agent.

“Third Amendment and Restatement Fee Letter” means the Fee Letter under and as defined in the Third Amendment and Restatement Agreement.

“Total Borrowings” means, in respect of the Group, at any time, the aggregate of the following liabilities calculated at the nominal, principal or other amount at which the liabilities would be carried in a consolidated balance sheet of the Borrower drawn up at that time:

and, in any event, excluding any accrual deficit of any member of the Group in respect of defined benefit pension schemes other than where such deficit is funded by any moneys borrowed.

“Total Accordion Facility Commitments” means, in relation to an Accordion Facility, the aggregate of the Accordion Facility Commitments relating to that Accordion Facility.

“Total Commitments” means, at any time, the aggregate of the Total Effective Date Facility Commitments and the Aggregate Total Accordion Facility Commitments, being $1,000,000,000 on the 2022 Effective Date.

“Total Effective Date Facility Commitments” means the aggregate of the Effective Date Facility Commitments being $1,000,000,000 on the 2022 Effective Date.

“Trade Instruments” means any performance bonds, or advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group (and which does not have the commercial effect of borrowing).

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

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“US Tax Obligor” means the Borrower at any time when some or all of its payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan under a Facility is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Form of Utilisation Request).

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Borrower.

“$”, “USD” and “dollars” denote the lawful currency of the United States of America. “£” and “sterling” denote the lawful currency of the United Kingdom. “€”, “EUR” and “euro” denote the single currency of the Participating Member States.

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments relating to that Facility so cancelled as follows:

“Extending Lender” means a Lender which notifies the Agent, within the timeframe set out in paragraph (F) below, that it accepts the extension request set out in an Extension Notice.

or, in each case, if that extended date is not a Business Day, the preceding Business Day (such date, in each case, being the “Second Extension Termination Date”).

of the aggregate of the Extending Lenders’ Commitments under the Effective Date Facility and each Coterminous Accordion Facility as at the Extension Notice Effective Date.

the Borrower may solicit participations in any proposed Accordion Facility by delivery of an Accordion Facility Proposal to the Agent and:

such Lenders being, with respect to each Accordion Facility Proposal, the “Invited Lenders”.

in each case in such amounts, by reference to the Accordion Facility Shortfall, as the Borrower may determine in its sole discretion and provided that, in the case of Clause 3.1(D)(2)(b) above, such person(s) sign and deliver to the Agent prior to the relevant Accordion Facility Establishment Date an Accordion Facility Lender Certificate.

On completion of the process set out in Clause 3.1 (Selection of Accordion Facility Lenders), the Borrower may request the establishment of an Accordion Facility by delivering the Agent a duly completed Accordion Facility Notice signed by the Borrower and each of the applicable Accordion Facility Lenders not later than 5 Business Days prior to the proposed Accordion Facility Establishment Date specified in that Accordion Facility Notice (or such other later prior to the proposed Accordion Facility Establishment Date as the Agent may otherwise agree).

The Borrower may not deliver an Accordion Facility Notice if as a result of the establishment of the proposed Accordion Facility there would be more than four Accordion Facilities in existence under this Agreement (and for the avoidance of doubt any Accordion Facility previously established in respect of which all Accordion Facility Commitments have been cancelled and/or repaid shall no longer be in existence for these purposes).

The establishment of an Accordion Facility will only be effected in accordance with Clause 3.7 (Establishment of Accordion Facility) if:

The Agent shall, as soon as reasonably practicable after the establishment of an Accordion Facility notify the Borrower and the Lenders of that establishment and the applicable Accordion Facility Establishment Date.

The Borrower shall, on the Accordion Facility Establishment Date in relation to an Accordion Facility, pay to the Agent (for the account of the relevant Accordion Facility Lenders) a fee equal to 0.05 per cent. of the Total Accordion Facility Commitments under that Accordion Facility.

Each Accordion Facility Lender, by executing an Accordion Facility Notice, confirms for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the establishment of the Accordion Facility requested in that Accordion Facility Notice became effective.

Clause 25.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 3 (Accordion Option) in relation to each Accordion Facility Lender as if references in that Clause 25.5 (Limitation of responsibility of Existing Lenders) to:

The Borrower shall apply all amounts borrowed by it under the Facilities for the general corporate purposes of the Group (which shall include, for the avoidance of doubt, the refinancing of any Accordion Facility).

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

The Lenders will only be obliged to comply with Clause 6.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

The Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request in relation to that Facility not later than the Specified Time.

The Commitments under a Facility which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period for that Facility.

The Borrower shall select the currency of a Utilisation in a Utilisation Request.

the Agent will give notice to the Borrower to that effect by the Specified Time. In this event, any Lender that gives notice pursuant to this Clause 7.2 (Unavailability of a currency) will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

Each Lender’s participation in a Loan will be determined in accordance with Clause 6.4(B) (Lenders’ participation).

the aggregate amount of the new Loans shall, unless the Borrower notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice cancel the whole or any part (being a minimum amount of $1,000,000 (or its equivalent in any Optional Currency)) of any Available Facility. Any cancellation under this Clause 9.3 (Voluntary cancellation) shall reduce the Commitments of the Lenders under that Facility rateably.

prepay the whole or any part of a Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of $1,000,000 (or its equivalent in any Optional Currency)).

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations or give the Agent notice of its intention to replace that Lender in accordance with Clause 9.5(D).

the Borrower may, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations, all accrued interest (to the extent that the Agent has not given a notification under Clause 25.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

Any prepayment of a Utilisation pursuant to Clause 9.2 (Change of control) or Clause 9.4 (Voluntary prepayment of Loans) shall be applied pro rata to each Lender’s participation in that Utilisation.

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six-monthly intervals after the first day of the Interest Period).

This paragraph (B) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 12.4 (Cost of funds).

Any rules specified as “Business Day Conventions” in the applicable Reference Rate Terms for a Loan or Unpaid Sum shall apply to each Interest Period for that Loan or Unpaid Sum.

are specified in the Reference Rate Terms for that Loan, Clause 12.4 (Cost of funds) shall apply to that Loan for that Interest Period.

Clause 12.4 (Cost of funds) shall apply to that Loan for that Interest Period.

then Clause 12.4 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

that Lender's cost of funds relating to its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (A) above, to be the Market Disruption Rate for that Loan.

If Clause 12.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Borrower.

The Borrower shall pay to each of the Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter.

The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the Borrower, which:

“Form DTTP2” means HM Revenue & Customs Form DTTP2, Form DTTP2A or such other prescribed form of notification as HM Revenue & Customs specifies from time to time shall be used pursuant to the HMRC DT Treaty Passport scheme.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by the Borrower to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

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

“UK Non-Bank Lender” means, where a Lender becomes a Party after the 2018 Effective Date, a Lender which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

and, having done so, that Lender shall automatically be deemed to have discharged all its obligations and responsibilities pursuant to Clause 14.2(G)(1).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower.

Each Lender which becomes a Party to this Agreement after the 2018 Effective Date shall indicate, in the documentation which it executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability to the Borrower, which of the following categories it falls in:

If a New Lender, an Increase Lender or an acceding Accordion Facility Lender fails to indicate its status in accordance with this Clause 14.5 (Lender status confirmation) then such New Lender, Increase Lender or acceding Accordion Facility Lender shall be treated for the purposes of this Agreement (including by the Borrower) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, any documentation executed by a Lender on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 14.5 (Lender status confirmation).

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document;

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

The Borrower shall promptly on demand pay the Agent and each of the Arrangers the amount of all reasonable costs and expenses (including legal fees on and subject to the terms agreed with the relevant Party’s legal advisers) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all reasonable costs and expenses reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

The Borrower makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the date of this Agreement.

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Finance Document to which it is a party are, legal, valid, binding and enforceable obligations.

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not conflict with:

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

All Authorisations required by it to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party have been obtained or effected and are in full force and effect.

It is not required to make any Tax Deduction (as defined in Clause 14.1 (Definitions)) from any payment it may make under any Finance Document to a Lender which is:

As at the date of this Agreement and under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents.

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened in writing, which are reasonably likely to be determined against it (taking into account the likelihood of success of those proceedings) and which, if they were so adversely determined, would be reasonably likely to have a Material Adverse Effect.

Each member of the Group has conducted its business in compliance with applicable anti-corruption laws in all material respects. The Group has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

The undertakings in this Clause 21 (Information Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

Any document to be supplied by the Borrower to the Agent under this Clause 21.4 (Information: miscellaneous) may be delivered by electronic mail.

The Borrower shall notify the Agent, in writing, of any change in its Credit Rating within five Business Days of any such change by delivery to the Agent of a Margin Certificate.

If the Borrower notifies the Agent under Clause 21.7(C)(1) or Clause 21.7(C)(5), all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

obliges the Agent or any Lender (or, in the case of Clause 21.8(A)(3), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 21.8(A)(3), on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 21.8(A)(3), any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

The undertakings in this Clause 23 (General Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

of any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under any Finance Document and to ensure the validity or enforceability in its jurisdiction of incorporation of any Finance Document.

The Borrower shall ensure that each member of the Group complies in all respects with all laws to which it is subject where failure to do so would have a Material Adverse Effect.

In this Clause 23.3 (Negative pledge), “Quasi-Security” means an arrangement or transaction described in Clause 23.3(B).

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

The Borrower shall procure that no member of the Group will enter into or issue, or incur or allow to remain outstanding any indebtedness for or in respect of any counter-indemnity obligation in respect of, any Trade Instruments in excess of (at any time) £250,000,000 or its equivalent in aggregate for the Group as a whole.

The Borrower must ensure that its payment obligations under the Finance Documents at all times rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

The Borrower shall not enter into any amalgamation, demerger, merger or reconstruction other than a Permitted Transaction.

The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group (taken as a whole) from that carried on at the date of this Agreement.

Each of the events or circumstances set out in this Clause 24 (Events of Default) is an Event of Default (save for Clause 24.13 (Acceleration)).

The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

If a moratorium occurs in respect of any member of the Group, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of the Borrower or a Material Subsidiary having an aggregate value of more than £50,000,000 or its equivalent and is not discharged within 21 days.

It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

Subject to this Clause 25 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

to another bank or financial institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

then the New Lender or Lender acting through its new Facility Office is only entitled to receive such Tax Payment or payment to the extent that the relevant Tax liability or Increased Cost would have arisen and the Existing Lender or Lender acting through its previous Facility Office would have been entitled to receive such Tax Payment or payment in respect of such Tax liability or Increased Cost if the assignment, transfer or change had not occurred.

This Clause 25.3(C) shall not apply to in relation to a Tax Payment pursuant to Clause 14.2 (Tax gross-up) to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with Clause 14.2(G)(3)(b) if the Borrower making the payment has not complied with its obligations under Clause 14.2(H)(2) to file a form DTTP2 in respect of that Treaty Lender within 30 days of the date of the relevant assignment or transfer, and the relevant Tax Deduction would not have arisen if the Borrower had so complied with its obligations under Clause 14.2(H)(2).

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of £3,000.

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Borrower a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

In addition to the other rights provided to Lenders under this Clause 25 (Changes to the Lenders), each Lender may without consulting with or obtaining consent from the Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

Except as specifically provided in the Finance Documents, none of the Arrangers have any obligations of any kind to any other Party under or in connection with any Finance Document.

The Agent and each of the Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

as sufficient evidence that that is the case and, in the case of Clause 27.7(A)(3)(a), may assume the truth and accuracy of that certificate.

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

on behalf of any Lender and each Lender confirms to the Agent and each of the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or an Arranger.

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to payment systems etc.), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

If the Agent requires, any amount payable to the Agent by any Party under any indemnity or in respect of any costs or expenses incurred by the Agent under the Finance Documents after the date of this Agreement may include the cost of using its management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the relevant Party. This is in addition to any amount in respect of fees or expenses paid or payable to the Agent under any terms of the Finance Documents.

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and each of the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 30 (Payment mechanics) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then:

The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 30.6 (Partial payments) towards the obligations of the Borrower to the Sharing Finance Parties.

On a distribution by the Agent under Clause 29.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from the Borrower, as between the Borrower and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by the Borrower.

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to the Borrower) and Clause 30.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that Party).

The Agent may (with the consent of the Borrower or in accordance with Clause 31 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

In each case such payments must be made on the due date for payment under the Finance Documents.

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

While an Event of Default is continuing, a Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email or letter.

The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

or any substitute address or email address or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

Promptly upon changing its address or email address, the Agent shall notify the other Parties.

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

Subject to Clause 36.4 (Changes to reference rates) an amendment, waiver or consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:

An amendment or waiver which relates to the rights or obligations of the Agent or each of the Arrangers (each in their capacity as such) may not be effected without the consent of the Agent or each of the Arrangers, as the case may be.

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower.

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under paragraph (2) above;

(unless, in either case, the Borrower and the Agent agree to a longer time period in relation to any request):

then the Borrower may, on five Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause ‎25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

that Defaulting Lender’s Commitments under the relevant Facility/ies will be reduced by the amount of its Available Commitments under the relevant Facility/ies and, to the extent that that reduction results in that Defaulting Lender’s Total Commitments being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of Clause 36.7(A)(1) and Clause 36.7(A)(2).

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 37.2 (Disclosure of Confidential Information) and Clause 37.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

This Clause 37 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

The obligations in this Clause 37 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

No Event of Default will occur under Clause 24.2 (Other obligations) by reason only of the Borrower’s failure to comply with this Clause 38 (Confidentiality of Funding Rates).

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Intentionally deleted - the conditions precedent listed in this Schedule 2 (Conditions precedent to initial utilisation) have been satisfied and/or waived before the 2018 Effective Date.

Rentokil Initial plc – $1,000,000,000 Facilities Agreement originally dated 27 January 2015 as amended and restated from time to time (the “Facilities Agreement”)

[Facility Office address, email address and attention details for notices and account details for payments]

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [●].

Rentokil Initial plc – $1,000,000,000 Facilities Agreement originally dated 27 January 2015 as amended and restated from time to time (the “Facilities Agreement”)

[Facility Office address, email address and attention details for notices and account details for payments]

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

Rentokil Initial plc – $1,000,000,000 Facilities Agreement originally dated 27 January 2015 as amended and restated from time to time (the “Facilities Agreement”)

[9/10].This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

[10/11].This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[11/12].This Agreement has been entered into on the date stated at the beginning of this Agreement.

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[Facility office address, email address and attention details for notices and account details for payments]

This Agreement is accepted as an Increase Confirmation for the purposes of the Facilities Agreement by the Agent, and the Increase Date is confirmed as [ ].

Schedule 12 : Accordion Facility Notices and Accordion Facility Lender Certificates

Rentokil Initial plc – $1,000,000,000 Facilities Agreement originally dated 27 January 2015 as amended and restated from time to time (the “Facilities Agreement”)

Full Legal Name of Accordion Facility Accordion Facility Commitment Lender

This document is accepted as an Accordion Facility Notice for the purposes of the Facilities Agreement by the Agent and the Accordion Facility Establishment Date is confirmed as [●].

Rentokil Initial plc – $1,000,000,000 Facilities Agreement originally dated 27 January 2015 as amended and restated from time to time (the “Facilities Agreement”)

We understand that you are considering acquiring an interest in the Agreement which, subject to the Agreement, may be by way of novation, assignment, the entering into, whether directly or indirectly, of a sub-participation or any other transaction under which payments are to be made or may be made by reference to one or more Finance Documents or by way of investing in or otherwise financing, directly or indirectly, any such novation, assignment, sub-participation or other transaction (the “Acquisition”). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

You undertake (a) to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph 2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, and (b) until the Acquisition is completed to use the Confidential Information only for the Permitted Purpose²⁰.

If you do not enter into the Acquisition and we so request in writing, you shall return or destroy all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under sub-paragraph (C) of paragraph 2.2 above.

The obligations in this letter are continuing and, in particular, shall survive and remain binding on you until (a) if you become a party to the Agreement as a lender of record, the date on which you become such a party to the Agreement; (b) if you enter into the Acquisition but it does not result in you becoming a party to the Agreement as a lender of record, the date falling [twelve] months after the date on which all of your rights and obligations contained in the documentation entered into to implement that Acquisition have terminated²²; or (c) in any other case the date falling [twelve] months after the date of your final receipt (in whatever manner) of any Confidential Information.

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

The undertakings given by you under this letter are given to us and are also given for the benefit of the Company and each other member of the Group.

In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

“Confidential Information” means all information relating to the Company, the Group, the Finance Documents, [the/a] Facility and/or the Acquisition which is provided to you in relation to the Finance Documents or [the/a] Facility by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

“Group” means the Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006).

“Permitted Purpose” means considering and evaluating whether to enter into the Acquisition.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

“UCCDR_i” means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”;

“UCCDR_i-1” means, in relation to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

“ni” means the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and

the “Unannualised Cumulative Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking Day”) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

“tn_i” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

“Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to the same number of decimal places as is specified in the relevant definition of “Daily Rate”) calculated as set out below:

“i” means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

“DailyRatei-_LP” means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;

“n_i” means, for any RFR Banking Day “i” in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

The “Cumulative Compounded RFR Rate” for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of “Annualised Cumulative Compounded Daily Rate” in Schedule 15 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

“i” means a series of whole numbers from one to d₀, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

“DailyRate_i-LP” means for any RFR Banking Day “i” during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;

“n_i” means, for any RFR Banking Day “i”, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

Schedule 1 : The Original Lenders and Acceding Lenders	114

Part 1 : The Original Lenders	114

Part 2 : The Acceding Lenders	115

Schedule 2 : Conditions Precedent to Initial Utilisation	115

Schedule 3 : Requests	116

Part 1 : Form of Utilisation Request	116

Part 2 : Form of Extension Notice	117

Schedule 4 : Form of Transfer Certificate	118

Schedule 5 : Form of Assignment Agreement	121

Schedule 6 : [Schedule not used]	124

Schedule 7 : Form of Compliance Certificate	125

Schedule 8 : Form of Margin Certificate	126

Schedule 9 : Timetables	127

Schedule 10 : Form of Increase Confirmation	128

Schedule 11 : [Schedule not used]	131

Schedule 12 : Accordion Facility Notices and Accordion Facility Lender Certificates	132

Part 1 : Form of Accordion Facility Notice	132

Part 2 : Form of Accordion Facility Lender Certificate	136

Schedule 13 : LMA Form of Confidentiality Undertaking	138

Schedule 14 : Reference Rate Terms	143

Part 1 : Dollars	143

Part 2 : Sterling	147

Part 3 : Euro	150

Schedule 15 : Daily Non-Cumulative Compounded RFR Rate	153

Schedule 16 : Cumulative Compounded RFR Rate	155

	Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)

	Facility to be utilised:	[The Effective Date Facility] [Accordion Facility with an Accordion Facility Establishment Date of [●] ]

	Currency of Loan:	[●]

	Amount:	[●] or, if less, the Available Facility

	Interest Period:	[●]

Yours faithfully


authorised signatory for		authorised signatory for
Rentokil Initial plc		Rentokil Initial plc

	²	Include if New Lender comes within paragraph (1)(b) of the definition of Qualifying Lender in Clause 14.1 (Definitions).
	³	Insert jurisdiction of tax residence.
	⁴	This confirmation must be included if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement

	(d)	a Disruption Event; and

		payment is made within three Business Days of its due date; or

	(b)	the agreement of any specified group of Lenders,

		has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents,

From:	Rentokil Initial plc

To:	Skandinaviska Enskilda Banken AB (publ) as Agent

Dated:	[●]

	⁶	Delete as applicable – each New Lender is required to confirm which of these three categories it falls within.
	⁷	Include only if New Lender is a UK Non-Bank Lender – i.e. falls within paragraph (1)(b) of the definition of Qualifying Lender in Clause 14.1 (Definitions).
	⁸	Insert jurisdiction of tax residence.
	⁹	This confirmation must be included if the New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

Signed:

Authorised signatory
for and on behalf of
Rentokil Initial plc

By:

	Loans in euro	Loans in sterling	Loans in other currencies

Agent notifies the Borrower if a currency is approved as an Optional Currency in accordance with Clause 5.3 (Conditions relating to Optional Currencies)	U-4 10:00 a.m.	U-3 10:00 a.m.	U-4 9:30 a.m.

Delivery of a duly completed Utilisation Request (Clause 6.1 (Delivery of a Utilisation Request))	U-3 11:00 a.m.	U-1 11:00 a.m.	U-3 11:00 a.m.

Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 6.4 (Lenders’ participation) and notifies the Lenders of the Loan in accordance with Clause 6.4 (Lenders’ participation)	U-3 4.00 p.m.	U-1 4:00 p.m.	U-3 4:00 p.m.

Agent receives a notification from a Lender under Clause 7.2 (Unavailability of a currency)	U-3 5:00 p.m.	U-1 5:00 p.m.	U-3 5:00 p.m.

Agent gives notice in accordance with Clause 7.2 (Unavailability of a currency)	U-2 10:00 a.m.	U 10:00 a.m.	U-2 10:00 a.m.

EURIBOR is fixed	Quotation Day 11:00 a.m. (Brussels time)	N/A	Quotation Day 11:00 a.m.

	¹²	Include only if Increase Lender is a UK Non-Bank Lender i.e. falls within paragraph (1)(b) of the definition of Qualifying Lender.
	¹³	Insert jurisdiction of tax residence.
	¹⁴	This confirmation must be included if the Increase Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Facilities Agreement.

To:	Skandinaviska Enskilda Banken AB (publ) as Agent

From:	Rentokil Initial plc and each of the Accordion Facility Lenders specified below

Dated:	[●]

To:	Skandinaviska Enskilda Banken AB (publ) as Agent

From:	[Insert name of acceding Accordion Facility Lender]

Dated:	[●]

Definitions

Additional Business Days:		An RFR Banking Day.

Break Costs:		None specified.

*Business Day Conventions (definition of “Month” and Clause 11.2 (Non-Business Days)):*		(a)            If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
		(i)             subject to paragraph (iii) 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;
		(ii)            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 (iii)           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.
		(b)           If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Central Bank Rate:		(a)           The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

	(b)           if that target is not a single figure, the arithmetic mean of: (i)            the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and (ii)            the lower bound of that target range.

Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available. For this purpose, “Central Bank Rate Spread” means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between: (a)           the RFR for that RFR Banking Day; and (b)           the Central Bank Rate prevailing at close of business on that RFR Banking Day.

Credit Adjustment Spread:	*Length of Interest Period*	*Applicable CAS*
	Less than or equal to one week	0.03839 per cent. per annum
	Greater than one week but less than or equal to one Month	0.11448 per cent. per annum
	Greater than one Month but less than or equal to two Months	0.18456 per cent. per annum
	Greater than two Months but less than or equal to three Months	0.26161 per cent. per annum
	Greater than three Months but less than or equal to six Months	0.42826 per cent. per annum

Daily Rate:	The “Daily Rate” for any RFR Banking Day is: (a)            the RFR for that RFR Banking Day; or (b)           if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i)             the Central Bank Rate for that RFR Banking Day; and

		(ii)            the applicable Central Bank Rate Adjustment; or (c)            if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i)            the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii)           the applicable Central Bank Rate Adjustment, rounded, in each case, to five decimal places and if, in each case, the aggregate of that rate and the Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the Credit Adjustment Spread is zero.

Lookback Period:		Five RFR Banking Days.

Market Disruption Rate:		The percentage rate per annum which is the aggregate of: (a)            The Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and (b)           the applicable Credit Adjustment Spread (if any).

Relevant Market:		The market for overnight cash borrowing collateralised by US government securities.

Reporting Day:		The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.

RFR:		The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

RFR Banking Day:		Any day other than: (a)            a Saturday or Sunday; and (b)           a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US government securities.

*Published Rate Contingency Period*		20 RFR Banking Days

*Interest Periods*

Periods capable of selection as Interest Periods (Clause 11.1(B) (Selection of Interest Periods)):		One, three or six Months.

*Reporting Times*

Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):		Close of business in London on the Reporting Day for the relevant Loan.

Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):		Close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

CURRENCY:		Sterling.

*Cost of funds as a fallback*

Cost of funds will not apply as a fallback.

*Definitions*

Additional Business Days:		An RFR Banking Day.

Break Costs:		None specified.

*Business Day Conventions (definition of “Month” and Clause 11.2 (Non-Business Days)):*		(a)            If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period: (i)             subject to paragraph (iii) 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; (ii)            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 (iii)           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.

		(b)            If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Central Bank Rate:		The Bank of England’s Bank Rate as published by the Bank of England from time to time.

Central Bank Rate Adjustment:		In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent, or by any other Finance Party which agrees to do so in place of the Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.

	For this purpose, “Central Bank Rate Spread” means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to do so in place of the Agent) between:

	(a)          the RFR for that RFR Banking Day; and (b)           the Central Bank Rate prevailing at close of business on that RFR Banking Day.

Credit Adjustment Spread:	*Length of Interest Period*	*Credit Adjustment Spread*
	Less than or equal to one week	0.0168 per cent. per annum
	Greater than one week but less than or equal to one Month	0.0326 per cent. per annum
	Greater than one Month but less than or equal to two Months	0.0633 per cent. per annum
	Greater than two Months but less than or equal to three Months	0.1193 per cent. per annum
	Greater than three Months but less than or equal to six Months	0.2766 per cent. per annum

Daily Rate:	The “Daily Rate” for any RFR Banking Day is: (a)            the RFR for that RFR Banking Day; or (b)            if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i)             the Central Bank Rate for that RFR Banking Day; and (ii)            the applicable Central Bank Rate Adjustment; or (c)            if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i)             the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii)            the applicable Central Bank Rate Adjustment, rounded, in each case, to four decimal places and if, in each case, the aggregate of that rate and the Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the Credit Adjustment Spread is zero.

Lookback Period:	Five RFR Banking Days.

Market Disruption Rate		The percentage rate per annum which is the aggregate of: (a)           The Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and (b)           the applicable Credit Adjustment Spread (if any).

Relevant Market:		The sterling wholesale market.

Reporting Day:		The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day.

RFR:		The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.

RFR Banking Day:		A day (other than a Saturday or Sunday) on which banks are open for general business in London.

*Published Rate Contingency Period*		20 RFR Banking Days

*Interest Periods*

Periods capable of selection as Interest Periods (Clause 11.1(B) (Selection of Interest Periods)):		One, three or six Months.

*Reporting Times*

Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):		Close of business in London on the Reporting Day for the relevant Loan.

Deadline for Lenders to report their cost of funds in accordance with Clause 12.4 (Cost of funds):		Close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

CURRENCY AND CATEGORY OF LOAN/UNPAID SUM/ACCRUAL: Euro.

*Compounded Reference Rate as a fallback*

Compounded Reference Rate will not apply as a fallback.

*Cost of funds as a fallback*

Cost of funds will apply as a fallback.

*Definitions*

Additional Business Days:		A TARGET Day.

Alternative Term Rate:		None specified; no Alternative Term Rate (or Interpolated Alternative Term Rate) shall apply.

Alternative Term Rate Adjustment:		None specified.

Break Costs:		The amount (if any) by which: (a)           the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the relevant Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period; exceeds: (b)           the amount which that 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 date of receipt if it is practicable for it to so place such principal amount or Unpaid Sum on deposit on such day (or, if not, the next Business Day) and ending on the last day of the current Interest Period.

*Business Day Conventions (definition of “Month” and Clause 11.2 (Non-Business Days)):*		(a)            If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period: (i)             subject to paragraph (iii) 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; (ii)            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 (iii)           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.

		If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Market Disruption Rate:		The Term Reference Rate.

Primary Term Rate:		The euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen.

Quotation Day:		Two TARGET Days before the first day of the relevant Interest Period (unless market practice differs in the Relevant Market, in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)).

Quotation Time:		Quotation Day 11:00 a.m. (Brussels time).

Relevant Market:		The European interbank market.

Reporting Day:		The Quotation Day.

Published Rate Contingency Period		20 Business Days

*Interest Periods*

Periods capable of selection as Interest Periods (Clause 11.1(B) (Selection of Interest Periods)):		One, three or six Months.

*Reporting Times*

Deadline for Lenders to report market disruption in accordance with Clause 12.3 (Market disruption):		Close of business in London on the Reporting Day for the relevant Loan.