Section 2
The Facilities

2                                      The Facilities

SECTION 2

THE FACILITIES

2.                                       THE FACILITIES

2.1.                              The Facilities

Subject to the terms of this Agreement:

(a)                                  the Facility A Lenders make available to the Italian Borrower a euro term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)                                 the Facility B Lenders make available to the US Borrower a USD term loan facility in an aggregate amount equal to the Total Facility B Commitments; and

(c)                                  the Facility C Lenders make available to the Borrowers a euro and USD multicurrency revolving loan facility in an aggregate amount equal to the Total Facility C Commitments.

2.2.                              Finance Parties’ rights and obligations

(a)                                  The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)                                 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

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(c)                                  A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.                                       PURPOSE

3.1.                              Purpose

(a)                                  The Italian Borrower shall apply all amounts borrowed by it under Facility A towards funding general corporate purposes including towards refinancing the Existing Indebtedness as and when it falls due and payable;

(b)                                 The US Borrower shall apply all amounts borrowed by it under Facility B towards funding directly or indirectly the Total Consideration and any related transaction fees and costs;

(c)                                  Each Borrower shall apply all amounts borrowed by it under Facility C for the general corporate purpose of the Group.

3.2.                              Monitoring

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

4.                                       CONDITIONS OF UTILISATION

4.1.                              Initial conditions precedent

(a)                                  The Italian Borrower may not deliver a Utilisation Request under Facility A and no Borrower may deliver a Utilisation Request under Facility C unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent acting reasonably. The Agent shall notify the Borrowers and the Lenders promptly upon being so satisfied.

(b)                                 The US Borrower may not deliver a Utilisation Request under Facility B unless the US Agent has received all of the documents and other evidence listed in Part I and Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the US Agent acting reasonably. The US Agent shall notify the US Borrower and the Facility B Lenders promptly upon being so satisfied.

4.2.                              Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

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

(b)                                 the Repeating Representations to be made by each Obligor are true in all material respects.

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