1.

Definitions and interpretation

2.

The Facility

3.

Purpose

4.

Conditions of Utilisation

5.

Utilisation

6.

Repayment

7.

Prepayment and cancellation

8.

Interest

9.

Interest Periods

10.

Changes to the calculation of interest

11.

Fees

12.

Tax gross up and indemnities

13.

Increased Costs

14.

Other indemnities

15.

Mitigation by the Lenders

16.

Costs and expenses

17.

Guarantee

18.

Representations

19.

Information undertakings

20.

Financial Covenants

21.

General undertakings

22.

Accounts

23.

Events of Default

24.

Changes to the Lenders

25.

Changes to the Obligors

26.

Role of the Agent the Mandated Lead Arrangers and the Reference Banks

27.

Conduct of business by the Finance Parties

28.

Sharing among the Finance Parties

29.

Payment mechanics

30.

Set-off

31.

Notices

32.

Calculations and certificates

33.

Partial invalidity

34.

Remedies, waivers and hardship

35.

Amendments and waivers

36.

Confidential Information

37.

Confidentiality of Funding Rates and Reference Bank Quotations

38.

Governing law

39.

Jurisdiction

40.

Election of domicile

ALLEGO HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Westervoortsedijk 73 LB1, 6827 AV Arnhem, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 73283754, acting as an original guarantor, the obligor’s agent and the holdco (the “Holdco”);

ALLEGO B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Westervoortsedijk 73 LB1, 6827 AV Arnhem, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 54100038, as borrower and original guarantor (the “Opco Borrower”);

ALLEGO INNOVATIONS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, having its official seat (statutaire zetel) in Arnhem, the Netherlands, and its office at Westervoortsedijk 73 LB1, 6827 AV Arnhem, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 73289655, as borrower and original guarantor (the “Devco Borrower” and together with the Opco Borrower, the “Borrowers” and/or together with the Opco Borrower and the Holdco the “Original Guarantors”);

SOCIÉTÉ GÉNÉRALE, société anonyme incorporated under the laws of France, having its registered seat located at 29 boulevard Haussmann, 75009 Paris, France and registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 552 120 222, as mandated lead arranger, (“Société Générale” or a “Mandated Lead Arranger”);

KOMMUNALKREDIT AUSTRIA AG, a limited liability company incorporated under the laws of Austria, having its registered seat located at Tuerkenstrasse 9, 1090 Vienna, Austria and registered with the trade and companies registry of Vienna under number 439528s, as mandated lead arranger (“Kommunalkredit” or a “Mandated Lead Arranger” and together with Société Générale, the “Mandated Lead Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as lenders (the “Original Lenders”); and

SOCIÉTÉ GÉNÉRALE, société anonyme incorporated under the laws of France, having its registered seat located at 29 boulevard Haussmann, 75009 Paris, France and registered with the trade and companies registry (registre du commerce et des sociétés) of Paris under number 552 120 222, as agent of the other Finance Parties and as security agent (the “Agent” and the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

a bank or financial institution which has a rating for its long-term unsecured debt obligations of A- or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited or, if no rating is available from Standard & Poor’s Rating Services, Fitch Ratings Ltd or Moody’s Investors Service Limited, a comparable rating from an international credit rating agency; or

any other bank or financial institution selected by the Holdco and approved by the Agent (acting on the instructions of the Majority Lenders).

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

held in France with the Agent or the Security Agent;

identified in a letter between the Holdco and the Agent as a Blocked Account;

subject to Security in favour of the Finance Parties which Security is in form and substance satisfactory to the Security Agent (acting reasonably); and

from which no withdrawals may be made except as contemplated by this Agreement,

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

the amount which 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 Business Day following receipt or recovery and ending on the last day of the current Interest Period.

certificates of deposit maturing within six months after the relevant date of calculation and issued by an Acceptable Bank;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists;

issued by an issuer incorporated in any member state of the European Economic Area or any Participating Member State;

which matures within three months after the relevant date of calculation; and

which has a long-term credit rating of either A- or higher by Standard & Poor’s Rating Services or A- or higher by Fitch Ratings Ltd or A3 or higher by Moody’s Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

any other debt security approved by the Majority Lenders,

the Meridiam Investors cease to (A) own, directly or indirectly, more than 80% of the issued share capital and/or voting rights capable of being cast in general shareholder meetings of any of the Borrowers or (B) hold the power to appoint or remove the majority of the directors of the board of directors of the Holdco, unless:

the Meridiam Investors retain (A) directly or indirectly, at least 75% of the issued share capital and/or voting rights capable of being cast in general shareholder meetings of any of the Borrowers and (B) the power to appoint or remove the majority of the directors of the board of directors of the Holdco; and

the new minority investor(s) (A) is/are part of a leading OECD industrial group of good standing having the financial and technical capabilities required to be active in the sector of electric vehicles charging infrastructure and (B) is/are not incorporated in a Sanctioned Country, is/are not a Sanctioned Person and its/their activities are not subject to Sanctions; or

the Shareholder ceases to own directly or indirectly, 100 % of the issued share capital and voting rights of the Holdco; or

the Holdco ceases to own (i) directly, 100% of the issued share capital and voting rights of any of the Borrowers or (ii) indirectly, 100% of the issued share capital and voting rights of any other Obligor.

in relation to an Original Lender, the amount in Euro set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 24 (Changes to the Lenders) or assumed by it in accordance with Clause 2.2 (Increase – Accordion Option); and

in relation to any other Lender, the amount in Euro of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 24 (Changes to the Lenders) or assumed by it in accordance with Clause 2.2 (Increase – Accordion Option),

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidential Information); or

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

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

any Funding Rate or Reference Bank Quotation.

which has failed to make its participation in a Loan (or has notified the Agent or the Holdco (which has notified the Agent) that it will not make its participation in a Loan) by the Utilisation Date of that Loan unless:

its failure to pay is caused by and administrative error or a Disruption Event payment is made within three Business Days of its due date; or

such Lender is disputing in good faith whether it is contractually obliged to make the payment in question;

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which an Insolvency Event has occurred and is continuing.

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

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

from performing its payment obligations under the Finance Documents; or

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

the declaration, making or payment of any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

the repayment or distribution of any dividend or share premium reserve;

the payment or repayment of any interest, fee, charge or any other amount accrued or due in connection with Junior Funds; or

the redemption, repurchase, defeasement, retirement, return or repayment of any of the share capital,

the EUR 24,000,000 contingent tranche finance contract dated 12 December 2018 between the European Investment Bank and the Parent; and

the EUR 16,000,000 fixed interest finance contract dated 12 December 2018 between the European Investment Bank and the Parent.

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

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

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

the pollution or protection of the Environment;

the conditions of the workplace; or

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

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

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

the shareholder loan made available to the Opco Borrower by the Shareholder on 20 July 2018, for a principal amount of EUR 10,000,000 (it being specified that this shareholder loan has been fully drawn as at the Signing Date);

the shareholder loan made available to the Opco Borrower by the Shareholder on 7 September 2018, for a principal amount of EUR 10,000,000 (it being specified that this shareholder loan has been fully drawn as at the Signing Date);

the shareholder loan made available to the Opco Borrower by the Shareholder on 19 October 2018, for a principal amount of EUR 10,000,000 (it being specified that an amount of EUR 9,590,000 has already been drawn as at the Signing Date);

the shareholder loan made available to the Opco Borrower by the Holdco on 6 May 2019, for a principal amount of EUR 23,500,000 (it being specified that an amount of EUR 23,041,000 has been already drawn as at the Signing Date); and

the shareholder loan made available to the Opco Borrower by the Shareholder on 9 April 2019, for a principal amount of EUR 10,000,000 (it being specified that an amount of EUR 5,100,000 has already been drawn as at the Signing Date).

the expected amount that may be drawn under the Facility (or, for the purpose of Clause 22.2(c)(iii), that may be withdrawn from the Ramp-Up Reserve Account (as applicable)) as set out in the latest Utilisation Schedule; and

the aggregate amount of the Lenders’ Available Commitments at that time.

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

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

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

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

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

moneys borrowed;

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

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

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

at any given time until and including the Accordion Longstop Date or, following the Accordion Longstop Date, if the Total Commitments (as at the Signing Date) have been increased by no less than EUR30,000,000 under and in accordance with Clause 2.2 (Increase – Accordion Option), the ratio of the aggregate principal amount outstanding under the Facility (less the amount drawn on the Closing Date under the Facility for the initial funding of the Ramp-Up Reserve Account and the Debt Service Reserve Account) to the sum of (A) the Junior Funds and (B) the aggregate principal amount outstanding under the Facility (less the amount drawn on the Closing Date under the Facility for the initial funding of the Ramp-Up Reserve Account and the Debt Service Reserve Account); and

at any given time following the Accordion Longstop Date if the Total Commitments (as at the Signing Date) have not been increased or have been increased by less than EUR30,000,000 under and in accordance with Clause 2.2 (Increase – Accordion Option) and such Accordion Shortfall Amount has not been compensated by the injection of additional Junior Funds for an amount equal to such Accordion Shortfall Amount, the ratio of:

the sum of (A) the aggregate principal amount outstanding under the Facility (less the amount drawn on the Closing Date under the Facility for the initial funding of the Ramp-Up Reserve Account and the Debt Service Reserve Account) and (B) the portion of the Accordion Shortfall Amount that would have been capable of being drawn as at such date under and in accordance with the Utilisation Schedule (as at the Signing Date) had such Accordion Shortfall Amount been additional Commitments; to

the sum of (A) the Junior Funds and (B) the amount corresponding to item (i) above,

any Equity Cure Amount;

any Junior Funds made available in order to comply with the funding requirements of the Ramp-Up Reserve Account and the Debt Service Reserve Account under this Agreement; and

any Junior Funds made available to finance a Permitted Acquisition or a Permitted Joint-Venture which is fully funded by way of Junior Funds.

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person not described in paragraph (d) above, and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained, in each case, within 30 days of the institution or presentation thereof;

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

has a secured party taking possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) (inclusive) above; or

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

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

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

any Original Lender; and

any entity (excluding, for the avoidance of doubt, any natural person) which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase – Accordion Option) or Clause 24 (Changes to the Lenders),

is the Make-Whole Amount payable on the relevant Prepayment Date;

is the rate expressed as a percentage which is equal to the sum of (i) EURIBOR-6 months as at the relevant Prepayment Date (subject to a zero floor) and (ii) the applicable Margin;

is the number of calendar days between the relevant Prepayment Date (included) until the date which is 36 months following the Closing Date; and

is the aggregate outstanding principal amount prepaid on the relevant Prepayment Date (including capitalised interest if any).

From and including the Closing Date until the third anniversary of the Closing Date (excluded):

From and including the third anniversary of the Closing Date until the fourth anniversary of the Closing Date (excluded):

From and including the fourth anniversary of the Closing Date until the fifth anniversary of the Closing Date (excluded):

From and including the fifth anniversary of the Closing Date until the sixth anniversary of the Closing Date (excluded):

From and including the sixth anniversary until the seventh anniversary of the Closing Date:

be materially adverse to the business, assets or financial condition of any Borrower, the Operational Group taken as a whole or the Group taken as a whole;

have a material adverse effect on the ability of an Obligor to perform its payment obligations under any of the Finance Documents (taking into account resources available to it); or

affect the validity, effectiveness enforceability or ranking of any Security granted pursuant to the Security Documents or the rights or remedies of any Finance Party under the Finance Documents.

for the purpose of Clause 19.4 (Project Reporting and Budget) only, annual revenues (individually per contract) of more than EUR 1,000,000 per Financial Year or lifetime revenues (individually per contract) of more than EUR 10,000,000; and

for any other purposes under the Finance Documents and notably the definition of “Commercial Receivables” and Clause 21.9 (Amendments)), annual revenues (individually per contract) of more than EUR 3,000,000 per Financial Year or lifetime revenues (individually per contract) of more than EUR 10,000,000.

any Original Obligor; and

any Subsidiary of a Borrower which is:

a borrower under a Structural Intercompany Loan; or

a member of the Operational Group accounting (on an unconsolidated basis excluding intra-Group items) for (x) more than ten per cent. (10%) of the consolidated revenues of the Operational Group in any Financial Year, (y) which consolidated revenues exceeds EUR 10,000,000 in any Financial Year or (z) more than ten per cent. (10%) of the total assets of the Operational Group as shown in the latest Operational Group Annual Financial Statements delivered to the Agent in accordance with Clause 19.1 (Financial Statements); or

a member of the Operational Group which is a Holding Company of a Material Company or which acquires a Material Company (and for the avoidance of doubt, such member of the Operational Group shall be deemed to be a Material Company at the time of such acquisition); or

a member of the Group to which a Material Company transfers all or substantially all of its assets; and

any other member of the Operational Group which is designated from time to time by the Holdco (in its absolute discretion) in any Compliance Certificate delivered with the Operational Group Annual Financial Statements in accordance with Clause 19.2(a) (Compliance Certificate) in order to ensure that the consolidated revenues (excluding intra-Group revenues) and total assets of all Material Companies members of the Operational Group represent at least 85% of the Operational Group’s consolidated revenues and at least 85% of the Operational Group’ s total assets at all times as shown in the latest Operational Group Annual Financial Statements delivered to the Agent in accordance with Clause 19.1(a) (Financial Statements).

in respect of the first Utilisation Date: EUR 12,901,626;

in respect of the second Utilisation Date: EUR 24,443,870; and

thereafter, on any subsequent Utilisation Date, the Pro Rata Utilisation Amount applicable to such Utilisation Date.

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

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

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

an acquisition by way of merger which is a Permitted Reorganisation;

an acquisition of, or investment in, any share or interest in a Permitted Joint-Venture;

an acquisition of Cash Equivalent Investments;

an acquisition of shares or securities pursuant to a Permitted Securities Issue;

to the extent not financed with the Facility, an acquisition by a member of the Group of an asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal; and

an acquisition by a member of the Group (other than the Holdco, Allego Employment B.V. and the Devco Borrower (and any of its Subsidiaries)) of (A) the issued share capital of a limited liability company representing at least fifty point one per cent (50.1 per cent) of the share capital and voting rights in that limited liability company, or (B) (if the acquisition is made by a limited liability company whose sole purpose is to make the acquisition), a business or undertaking carried on as a going concern, but only if in respect of (A) and (B):

the acquired company, business or undertaking complies with the conditions set out in paragraph (b) of the definition of “Permitted Investment”;

at the time such Obligor legally commits to make the acquisition, no Event of Default is continuing or would occur as a result of the acquisition;

the company whose acquisition is contemplated is not subject to any event or circumstances referred to in Clause 23.9 (Insolvency) or Clause 23.10 (Insolvency proceedings);

if all or part of the consideration payable for such acquisition is financed by way of a Utilisation under the Facility:

the EBITDA of the acquired company, business or undertaking is positive on a pro forma basis for the previous twelve (12) month period; and

the consideration payable for such acquisition does not exceed individually EUR 5,000,000 and, when aggregated to the acquisition price of all other Permitted Acquisitions financed in whole or in part with the proceeds of the Facility as at that date, EUR 15,000,000; and

a pledge over the shares or securities of the acquired company is granted to the benefit of the Finance Parties as soon as practicable following its acquisition in a form and substance satisfactory to the Security Agent; and

if all the consideration payable for such acquisition is financed by way of additional Junior Funds:

the consideration payable for such acquisition does not exceed when aggregated to the acquisition price of all other Permitted Acquisitions financed in whole by way of additional Junior Funds as at that date, EUR 25,000,000; and

no member of the Group will take over existing liabilities of the acquired company as a result of such acquisition.

the Pre-Approved Disposals; and

any sale, lease, licence, transfer or other disposal:

of trading stock or cash made by a member of the Group in the ordinary course of trading of the disposing entity;

of any asset by a member of the Group to another member of the Group provided in any case that no transfer of assets whatsoever from a member of the Operational Group to the Devco Borrower (or any of its Subsidiaries) or Allego Employment B.V. shall be a Permitted Disposal;

of assets in exchange for other assets comparable or superior as to type, value and quality;

of obsolete or redundant assets;

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent Investments;

made in the ordinary course of business at arm’s length and on normal commercial terms;

in order to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersversorgung); and

subject to Clause 7.7 (Disposal proceeds), of shares in any member of the Operational Group which is not an Obligor.

incurred under a Finance Document or Junior Funds;

arising under any loan made by a member of the Group under the Cash Pooling Agreement, cash netting or cash management arrangement in the ordinary course of business between members of the Group;

arising under overdrafts or other fluctuating debit balances in an aggregate outstanding principal amount not exceeding at any time EUR 5,000,000;

arising in relation to the discounting, sale or factoring of trade receivables which are not made on a de-recognition basis under the Base Accounting Principles;

arising under a Permitted Treasury Transaction, a Permitted Joint-Venture, a Permitted Guarantee or a Permitted Loan;

arising from any short-term loan (not exceeding 3 months) guarantee, bonding, documentary or stand-by letter of credit or foreign exchange facility not exceeding in aggregate at any given time the lesser of:

the sum of EUR 4,900,000 plus any undrawn Maximum Utilisation Amount from time to time provided that the Commitments corresponding to such undrawn Maximum Utilisation Amount on any given Utilisation Date has been cancelled in accordance with this Agreement (or its equivalent in any other currency(ies)); and

EUR 25,000,000 (or its equivalent in any other currency(ies)).

arising under any bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of a member of the Group in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

not permitted by the preceding paragraphs and the aggregate outstanding principal amount of which does not exceed EUR 100,000 at any time.

any guarantee arising under a Finance Document;

the EUR 1,174,000 guarantee granted by the Opco Borrower to the German Bundesministerium regarding the Fast Charge project;

any guarantee given in the ordinary course of business at arm’s length terms by a member of the Group in respect of its own obligations or the obligations of other members of the Group, provided that the aggregate amount of such guarantees shall not exceed at any time the lesser of (i) 30% of the Group consolidated revenues for the backward looking 12-month period and (ii) EUR 15,000,000;

any guarantee imposed or requested by the relevant authority for Tax, social security contributions, assessments or charges of a member of the Group which are either (i) not yet due, or (ii) are being contested in good faith;

the joint and several liability for Tax purposes arising by operation of law in connection with the Opera Fiscal Unity;

any guarantee given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

any guarantee, indemnity, undertaking or commitment which is permitted as or in relation to a Permitted Financial Indebtedness;

any indemnity given for the purposes of a Permitted Disposal where such indemnity is given on terms and conditions customary for the type of disposal and is in an amount not exceeding the total consideration for that disposal; and

not permitted by the preceding paragraphs and the aggregate outstanding principal amount of which does not exceed EUR 1,000,000 at any time.

customary holding company activities including those described in the Structure Memorandum;

the making or receipt of any Permitted Loans;

any Financial Indebtedness and/or other liabilities incurred and any loan, guarantee or payment made and/or transactions entered into under the Finance Documents or the Finance Documents;

any guarantee of Permitted Financial Indebtedness;

the provision of management and administrative services and the secondment of employees to, and guaranteeing the obligations of its Subsidiaries, of a type customarily provided by a holding company to its subsidiaries (provided that, in the case of guarantees, the guaranteed obligations are undertaken in the ordinary course of business of the relevant member of the Group);

activities desirable to maintain its Tax status;

liabilities for, or in connection with, the Opera Fiscal Unity;

receipt of Junior Funds;

the receipt or making of any Permitted Payments;

making claims (and the receipt of any related proceeds) for rebates or indemnification with respect to Taxes;

activities in connection with any litigation or court or other proceedings that are, in each case, being contested in good faith;

ownership of shares in its Subsidiaries;

the ownership of cash balances or Cash Equivalent Investments at any time (including arising under any Cash Pooling Arrangement) and the on lending of cash intra Group;

incurring liabilities arising by operation of law;

entering into a transaction or having rights and/or incurring liabilities in connection with any Permitted Disposal, Permitted Securities Issue, Permitted Financial Indebtedness, Permitted Investment, Permitted Transaction, Permitted Loan or Permitted Reorganisation;

granting Permitted Security;

any activity or transaction in connection with any potential Listing,

any investment in a Permitted Joint-Venture;

any incorporation by the Opco Borrower of any Subsidiary (directly or indirectly), provided that:

such Subsidiary is incorporated in the following jurisdictions: a country within the European Economic Area, the United Kingdom, Switzerland, the United States, Canada, Australia, New Zealand, South Korea or Japan;

it is a limited liability entity;

the corporate purpose of that Subsidiary is similar to the corporate purpose of the Operational Group;

it is not incorporated in a Sanctioned Country;

it is not a Sanctioned Person; and

its activities are not subject to Sanctions,

any incorporation by the Devco Borrower of any new company, provided that:

such Subsidiary is wholly-owned by the Devco Borrower;

the Subsidiary has the same activity as the Devco Borrower as at the Signing Date (that is limited to research and development as well as business development with a view to sustain and increase the business activity of the Operational Group (including, without limitation, software development, contract development, strategy development or product development)); and

the Devco Borrower grants a share pledge over the securities it holds in such Subsidiary at the time of completion of this incorporation to the benefit of the Finance Parties; and

any Permitted Acquisition.

it is expected to generate additional revenues for the Operational Group and/or, when relevant, generate economic synergies and economies of scale;

at the time such member of the Operational Group enters into the contract creating such Joint-Venture, no Event of Default is continuing;

if all or part of the investment made is financed by way of a Utilisation under the Facility:

the amount invested when aggregated to the amount invested in other permitted Joint-Venture financed in whole or in part with the proceeds of the Facility, does not exceed EUR 5,000,000; and

such Permitted Joint-Venture is organised in such a way as to limit the aggregate liability of that member of the Operational Group so that when aggregated to the maximum liability amount of the Operational Group under other Joint-Ventures financed in whole or in part with the proceeds of the Facility the total liability maximum amount of the members of the Operational Group does not exceed EUR 5,000,000; and

if all or part of the investment made is financed by way of additional Junior Funds:

the amount invested when aggregated to the amount invested in other permitted Joint-Venture financed in whole by additional Junior Funds, does not exceed (A) in respect of an O&M Joint-Venture, EUR 10,000,000 (individually) or (B) in respect of a EPC Joint-Venture, EUR 20,000,000 (individually) and (C) in aggregate for all Permitted Joint-Ventures financed in whole by additional Junior Funds, EUR 30,000,000; and

such Permitted Joint-Venture is organised in such a way as to limit the aggregate liability of that member of the Operational Group so that when aggregated to the maximum liability amount of the Operational Group under other Joint-Ventures financed in whole by additional Junior Funds, the total liability maximum amount of the members of the Operational Group does not exceed (A) in respect of an O&M Joint-Venture, EUR 10,000,000 (individually) or (B) in respect of a EPC Joint-Venture, EUR 20,000,000 (individually) and (C) in aggregate for all Permitted Joint-Ventures financed in whole by additional Junior Funds, EUR 30,000,000.

for the purpose of this definition, the term “investment” or “invested” shall comprise any acquisition of an ownership interest in, transfer of assets or loan to or grant of a guarantee or security in respect of Financial Indebtedness of, a Joint-Venture, in each case without double counting;

any reference to an investment in this definition shall be a reference to that investment as renewed, extended or otherwise replaced from time to time, however any increase in that investment must be otherwise included in the scope of this definition.

any loan which constitutes Permitted Financial Indebtedness;

any loan made by a member of the Group to another member of the Group and which is not a Structural Intercompany Loan;

any Structural Intercompany Loan;

any loan made to a Permitted Joint-Venture; and

any loan made by way of a deferred consideration due from a purchaser in relation to a Permitted Disposal or any vendor loan or similar instrument issued or entered into in respect of a Permitted Disposal.

any tax payment required to be made in the context of the Opera Fiscal Unity;

the payment of reasonably incurred and duly documented administrative or regulatory cost incurred by the Holdco or its shareholders up to a maximum aggregate amount of EUR 60,000 per Financial Year;

unless a Drawstop Event or an Event of Default is continuing, the payment to the Shareholder and/or any manager of management fees foreseen in the latest Financial Model, up to a maximum aggregate amount of EUR 500,000 per Financial Year; and

the payment to Meridiam of the commitment fee paid by it as applicant under the Back-Up L/C, being an amount per Financial Year not exceeding 3% of the outstanding amount under the Back-Up L/C.

no Event of Default is continuing on the date of the relevant merger and no Event of Default would occur as a result of the relevant merger;

if such merger involves an Obligor and a non-Obligor, the Obligor is the surviving entity and if such merger involves the Opco Borrower, the Opco Borrower is the surviving entity;

if such merger involves two or more Obligors:

the surviving entity(ies) of that merger is (are) liable under the Finance Documents for the obligations of that Obligor and the jurisdiction of incorporation of the surviving entity(ies) which are liable for that Obligor’s obligations is (are) the same as that of the relevant Obligor and Transaction Security equivalent to the ones granted by the non-surviving entity are granted by the surviving entity, provided that if the merger involved the Opco Borrower, the Opco Borrower shall be the surviving entity;

the Holdco has delivered an up-to-date certified copy of the Group structure chart following the relevant merger;

the Holdco has delivered a certified copy of the relevant merger agreement;

a copy of the related corporate authorisations has been delivered to the Agent;

a legal opinion of Group’s legal advisers is addressed to, or capable of being relied on by, the Finance Parties confirming that (x) all corporate authorisations have been validly granted in relation to the contemplated merger, and (y) the surviving entity assumes all obligations of that Obligor under the Finance Documents.

securities by a member of the Group (other than the Holdco) to its immediate Holding Company (save when such securities are subscribed by way of set-off against a Structural Intercompany Loan) and, if the existing securities of such member of the Group are subject of a Transaction Security, provided that the newly-issued securities also become subject to a Transaction Security on the same terms;

securities made in the context of a Listing; and

securities by the Holdco which constitutes Junior Funds, to the extent subject to a Transaction Security.

any Security granted pursuant to the Finance Documents;

any Security or Quasi-Security granted by a member of the Group (other than the Original Obligors) which is existing on the Signing Date;

any Security arising under the general terms and conditions of banks in the Netherlands or of banks and Sparkassen in Germany (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business or any Security over bank accounts or retention rights in respect of deposits granted in favour of the account bank as part of that bank’s standard terms and conditions;

any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;

any cash cover granted as security for the contingent liabilities referred to in paragraph (f) of the definition of “Permitted Financial Indebtedness” provided that such cash cover is proportionate to the amount of such contingent liabilities and is released upon repayment of such contingent liabilities (and the corresponding account is closed upon repayment of such contingent liabilities);

any netting or set-off arrangement under the Cash-Pooling Agreement or the Opera Fiscal Unity;

any Security or Quasi-Security securing Permitted Financial Indebtedness not otherwise permitted in the preceding paragraphs, the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under the paragraphs above) does not exceed € 1,000,000 (or its equivalent in any other currency(ies)).

any Security or Quasi-Security arising under any retention of title, extended retention of title (verlängerter Eigentumsvorbehalt), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;

any lien arising under the general terms and conditions of banks and Sparkassen (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) or similar general terms and conditions of banks with whom any member of the Group maintains a banking relationship in the ordinary course of business;”

any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the relevant third party landlord;

any Security or Quasi-Security given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

any Security or Quasi-Security in respect of liabilities owed to a German Intra-Group Lender (as defined in the Intercreditor Agreement) only, if and to the extent that Security or Quasi-Security is required for the relevant German Intra-Group Lender (or its general partner, as the case may be) in order to comply with its obligations under sections 30 and/or 43 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) or sections 57 and/or 93 of the German Stock Corporation Act (Aktiengesetz);

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or Quasi-Security given, or other transaction arising, under or as a consequence of an undertaking under the Finance Documents;

transactions (other than: (i) any sale, lease, licence, transfer or other disposal; and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm’s length terms; and

any Permitted Reorganisation.

transactions entered or to be entered into in accordance with the Hedging Programme; and

transactions entered into for hedging of actual and potential exposures of an Obligor to fluctuations in any rate (including currency exchange rate) or price in the ordinary course of business and not for speculative purposes.

in relation to any assets or sites, is effected on arm’s length terms for a price which is no less than their current net book value in the balance sheet of the concerned member of the Operational Group; and

in relation to assets or sites included in the framework of the UltraE scheme supported by the Innovation Networks Executive Agency (INEA), is (i) accompanied with an evidence delivered to the Agent that such assets relate to a site subsidised by INEA under the UltraE grant agreement awarded on 9 November 2016 to the Operational Group (as amended from time to time) and (ii) completed no later than 30 June 2021; or

in relation to assets or sites not otherwise captured in paragraph (b) above, is completed by 31 December 2019.

the amount corresponding to the applicable Expected Utilisation Amount applicable to such Utilisation Date multiplied by the applicable Pro Rata Revenue Percentage; and

the Expected Utilisation Amount applicable to such Utilisation Date,

for the purpose of calculating the Interest Cover Ratio, the Group EBITDA Margin Ratio, the Group’s EBITDA and the Pro Rata Revenue Percentage, for each Testing Period, the revenue effectively generated on a consolidated basis by the Group (on a 12-month rolling basis) as shown:

in relation to each Testing Period ending on 31 December, in the Group Annual Financial Statements for the Financial Year ended on such date delivered to the Agent in accordance with Clause 19.1(a); and

in relation to each Testing Period ending on 30 June, in (A) the Group Half-Year Financial Statements for the first Semester of this Financial Year delivered to the Agent in accordance with Clause 19.1(b) and (B) the Group Quarterly Financial Statements for the third and fourth Financial Quarters of the immediately preceding Financial Year delivered to the Agent in accordance with Clause 19.1(c); and

for the purpose of calculating the Operational Group EBITDA Margin Ratio, for each Testing Period, the revenue effectively generated on a consolidated basis by the Operational Group (on a 12-month rolling basis) as shown:

in relation to each Testing Period ending on 31 December, in the Operational Group Annual Financial Statements for the Financial Year ended on such date delivered to the Agent in accordance with Clause 19.1(a); and

in relation to each Testing Period ending 30 June, in (A) the Operational Group Half-Year Financial Statements for the first Semester of this Financial Year delivered to the Agent in accordance with Clause 19.1(b) and (B) the Operational Group Quarterly Financial Statements for the third and fourth Financial Quarters of the immediately preceding Financial Year delivered to the Agent in accordance with Clause 19.1(c).

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

falling during the first Financial Semester of a Financial Year, the Testing Period ended on 31 December of the immediately preceding Financial Year;

falling during the second Financial Semester of a Financial Year, the Testing Period ended on 30 June of the current Financial Year.

the insurance due diligence report prepared by Marsh dated 21 March 2018;

the technical due diligence report prepared by Mott MacDonald dated 21 May 2019;

the red flag due diligence report prepared by Linklaters LLP (Paris) 22 May 2019;

the red flag due diligence report prepared by Linklaters LLP (Amsterdam) dated 28 December 2017;

the due diligence reports prepared by PwC dated 17 April 2018, (together with its addendum dated 22 November 2018), 13 March 2019 and 15 March 2019;

the commercial due diligence report prepared by E-Cube dated 10 June 2018; and

the legal due diligence report prepared by Clifford Chance LLP dated 12 April 2018,

the United Nations;

the United States of America;

the European Union (or any member state thereof); and

the United Kingdom; and

the governments and official institutions or agencies of any of paragraphs (a) to (d) above, including OFAC, the United Nation Security Council, the European Council, the US Department of State and Her Majesty’s Treasury.

in relation to any intercompany loan(s) made to any such Subsidiary on or before 31 December 2019, EUR3,000,000 (individually or in aggregate); and

in relation to any intercompany loan(s) made to any such Subsidiary thereafter, EUR2,000,000 (individually or in aggregate).

which is controlled, directly or indirectly, by the holding company;

in which a majority of the voting rights are held by the holding company, either alone or pursuant to an agreement with others;

more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

which is a subsidiary of another Subsidiary of the holding company,

the proposed Transfer Date specified in the relevant Transfer Agreement; and

the date on which the Agent executes the Transfer Agreement.

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

Construction

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

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

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

“corporate reconstruction” includes in relation to any company any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any demerger (scission) implemented in accordance with articles L.236-1 to L.236-24 of the French Code de commerce;

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

a “group of Lenders” includes all the Lenders;

“gross negligence” means “faute lourde”;

a “guarantee” includes any type of “sûreté personnelle”;

“indebtedness” includes any obligation (whether incurred as principal, as surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint-venture, consortium, partnership or other entity (whether or not having separate legal personality);

an Obligor providing “cash cover” for a contingent liability referred to in paragraph (f) of the definition of “Permitted Financial Indebtedness” means an Obligor paying an amount in the currency of the contingent liability to an interest-bearing account opened in its name;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

a “security interest” includes any type of security and transfer by way of security;

a “transfer” includes any means of transfer of rights and/or obligations under French law;

“trustee, fiduciary and fiduciary duty” has in each case the meaning given to such term under any applicable law;

“wilful misconduct” means “dol”;

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

unless a contrary indication appears, a time of day is a reference to Paris time.

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

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

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

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

A Drawstop Event is “continuing” if it has not been remedied or waived.

Belgian terms

a liquidator, receiver, administrative receiver, administrator or similar officer includes a curator/curateur, vereffenaar/liquidateur, voorlopige bewindvoerder/administrateur provisoire, commissaris inzake opschorting/commissaire au sursis, mandataris ad hoc/mandataire ad hoc, sekwester/séquestre and an insolventiefunctionaris/ praticien de l’insolvabilité;

a security interest includes a mortgage (hypotheek/hypothèque), a pledge (pand/nantissement), a privilege (voorrecht/privilège), a retention of title (eigendomsvoorbehoud/réserve de propriété), a real surety (zakelijke zekerheid/sûreté réelle), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre de garantie) and a promise or mandate to create any of the security interest mentioned above;

commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord/accord amiable) with two or more of its creditors pursuant to Book XX of the Belgian Code of Economic Law;

a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling/cessation de paiements);

a suspension of payments, moratorium of any indebtedness or reorganisation includes any gerechtelijke reorganisatie/réorganisation judiciaire or staking van betaling/cessation de paiements;

a composition, assignment or similar arrangement with any creditor includes gerechtelijke reorganisatie/réorganisation judiciaire, as applicable, and minnelijk akkoord met schuldeisers/accord amiable avec des créanciers;

an insolvency includes faillissement/faillite, gerechtelijke reorganisatie/reorganisation judiciaire and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

a winding up, liquidation, administration or dissolution includes vereffening/liquidation, ontbinding/dissolution and faillissement/faillite;

an attachment, sequestration, distress, execution or analogous events includes uitvoerend beslag/saisie exécutoire and bewarend beslag/saisie conservatoire;

an amalgamation, demerger, merger, consolidation or corporate reconstruction includes a overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and assimilated transaction in accordance with article 676 and 677 of the Belgian Companies Code (gelijkgestelde verrichting/opération assimilée);

the “Belgian Companies Code” means the Belgian Wetboek van Vennootschappen/Code des Sociétés dated 7 May 1999, as amended and/or superseded from time to time;

the “Belgian Civil Code” means the Belgian Burgerlijk Wetboek / Code Civil as amended and/or superseded from time to time.

the “Belgian Code of Economic Law” means the Belgian Wetboek van Economisch Recht/Code de Droit Economique dated 28 February 2013, as amended and/or superseded from time to time;

“constitutional documents” means the articles of association (statuten/statuts), an extract from the Crossroads Bank for Enterprises (uittreksel uit de Kruispuntbank voor Ondernemingen/extrait de la Banque Carrefour des Entreprises) and a non-insolvency certificate;

gross negligence means zware fout/faute lourde; and

wilful misconduct or wilful breach means bedrog/dol.

Dutch Terms

a “director” means a managing director (bestuurder) and board of directors means its managing board (bestuur);

the “suspension of payments” or a “moratorium” includes surseance van betaling;

a “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

“any step or procedure taken in connection with insolvency proceedings” includes a Dutch entity having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

a “receiver” or “administrative receiver” does not include a curator or bewindvoerder;

a “provisional liquidator” or “trustee” includes a curator;

an “administrator” includes a bewindvoerder;

an “attachment” includes a beslag;

an “insolvency” does not include a stille bewindvoering;

a “security interest” includes, in respect of a Dutch entity or in connection with any security in the Netherlands, a retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), a right of retention (recht van retentie), a right to reclaim goods (recht van reclame) and in general any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid); and

a “necessary action to authorise”, where applicable, includes any action required to comply with the Dutch Works Councils Act (Wet op de ondernemingsraden) and obtaining a neutral or positive advice (advies) from the competent works council(s).

German Terms

a “receiver”, “administrator” includes an Insolvenzverwalter, a vorläufiger Insolvenzverwalter, a Zwangsverwalter, a Sachverwalter or a vorläufiger Sachwalter;

“director” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person pursuant to the laws of its jurisdiction of incorporation, including but not limited to, in relation to a person incorporated or established in Germany, a “managing director” (Geschäftsführer) or “member of the board of directors” (Vorstand);

a “disposal” includes:

a Verfügung;

the entry into an agreement upon a priority notice (Auflassungsvormerkung);

an agreement on the transfer of title to a property (Auflassung) in whole or part; and

the partition of an ownership in a property (Grundstücksteilung);

references to the “German Civil Code” are references to the Bürgerliches Gesetzbuch;

a “winding up”, “administration” or “dissolution” (and each of those terms) includes insolvency proceedings (Insolvenzverfahren).

THE FACILITY

The Facility

Increase – Accordion Option

Any Borrower (or the Holdco on its behalf) may, by delivery to the Agent of a duly completed Accordion Increase Request, request that the Total Commitments be increased (and the Total Commitments shall be so increased) as described in, and in accordance with, this Clause 2.2.

The increase in the Total Commitments requested in an Accordion Increase Request is subject to the following conditions:

the increased Commitments will be assumed by one or more existing Lenders willing to provide such increase and/or by other banks, financial institutions, trusts, funds or other entities (provided that such entity is not subject to Sanctions) (each an “Accordion Increase Lender”) selected by the Holdco and acceptable to the Agent (acting reasonably) which, if not already, shall become a Party as a Lender;

Successful Syndication (as defined in the Syndication Letter) has been achieved and the Agent receives an Accordion Increase Request no later than 180 days following the Syndication End Date (as defined in the Syndication Letter) (the “Accordion Longstop Date”) and at least 15 Business Days before the proposed Accordion Increase Date;

the Accordion Increase Amount is denominated in Euros and of a minimum amount of EUR 5,000,000 or any lower amount agreed to by the Agent and, when aggregated to the Accordion Increase Amount made available under the previous Accordion Increase Request (if any), of a cumulative maximum amount of EUR30,000,000 (or any other amount agreed to by all the Lenders and Holdco);

the Total Commitments, after the increase, will not exceed EUR 150,000,000 or any other amount agreed to by all the Lenders and Holdco;

no amendment shall be made to the Termination Date;

no Default or Drawstop Event is continuing or would result from the proposed increase in the Facility, in each case on the date of the relevant Accordion Increase Request and on the relevant Accordion Increase Date;

the Repeating Representations are true in all material respects on the date of the relevant Accordion Increase Request and the relevant Accordion Increase Date;

the Agent has received in form and substance satisfactory to it:

such documents (if any) as are reasonably necessary as a result of the making of that Accordion Increase to maintain the effectiveness of the guarantees, indemnities and other assurances against loss provided to the Finance Parties pursuant to the Finance Documents;

any amendment to the existing Transaction Security, Transaction Security confirmation or supplemental Security Documents as may be required under applicable law to extend the scope of the secured obligations under the Security Documents to these additional Commitments; and

any corporate authorisations required by law and/or by the constitutional documents of any Obligor in the context of the transactions required to be entered into in connection with such Accordion Increase Request;

in respect of each Accordion Increase Lender:

the Agent has received and executed a duly completed Accordion Increase Confirmation from that Accordion Increase Lender; and

in relation to an Accordion Increase Lender which is not already a Lender on the date of the Accordion Increase Confirmation, the Agent has performed all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the additional Commitments by that Accordion Increase Lender, the completion of which the Agent shall promptly notify to the Holdco and the Accordion Increase Lender; and

the Accordion Increase Lender(s) agree(s) to assume additional Commitments in an aggregate amount equal to the Accordion Increase Amount,

the Agent shall notify the Holdco and the Lenders promptly upon being satisfied under paragraph (b) above.

other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (i) above, 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.

The increase in the Total Commitments and the assumption of the additional Commitments by the Accordion Increase Lenders will take effect on the date (the “Accordion Increase Date”) which is the later of:

the date specified by a Borrower or the Holdco in the relevant Accordion Increase Request; and

the date on which all of the conditions described in paragraph (b) above have been met.

On and from the Accordion Increase Date:

the Total Commitments will be increased by the relevant Accordion Increase Amount;

each Accordion Increase Lender will assume all the obligations of a Lender in respect of the additional Commitments specified in the Accordion Increase Confirmation of that Accordion Increase Lender;

the Obligors and each Accordion Increase Lender which is not a Lender immediately prior to the relevant Accordion Increase Date shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Increase Lender would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender;

each Accordion Increase Lender which is not a Lender immediately prior to the relevant Accordion Increase Date shall (A) become a Party as a “Lender” and any such Accordion Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Increase Lender and those Finance Parties would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender and (B) accede to the Intercreditor Agreement as a Senior Lender (as defined in the Intercreditor Agreement) by executing and delivering to the Agent and the Security Agent a Creditor Accession Undertaking (as defined in the Intercreditor Agreement) in accordance with the Intercreditor Agreement; and

the Commitments of the other Lenders shall continue in full force and effect.

Each Accordion Increase Lender, by executing the Accordion Increase Confirmation, 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 increase becomes effective.

The Opco Borrower shall, on the relevant Accordion Increase Date, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 24.4 (Transfer fee) if the increase was a transfer pursuant to Clause 24.1 (Transfers by the Lenders) and the Opco Borrower shall promptly on demand pay to the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in the Facility under this Clause 2.2.

No Lender shall be under any obligation to execute any Accordion Increase Confirmation.

The Holdco and the Borrowers may only request an increase in the Total Commitments pursuant to this Clause 2.2 twice.

Clause 24.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Accordion Increase Lender as if references in that Clause to:

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

the “New Lender” were references to that Accordion Increase Lender; and

a “re-transfer” were references to respectively a “transfer”.

The Agent shall, as soon as reasonably practicable after it has executed an Accordion Increase Confirmation;

send to the Holdco a copy of that Accordion Increase Confirmation; and

notify the Lenders of that Accordion Increase Confirmation (and the amount of the additional Commitments).

On the Accordion Longstop Date:

if the additional Commitments raised under this Clause 2.2 amount to EUR30,000,000 or otherwise if additional Junior Funds have been injected to compensate in full for the Accordion Shortfall Amount, the latest Financial Model setting out the base case on the basis of a EUR 150,000,000 Facility shall prevail;

if no additional Commitments have been raised under this Clause 2.2 and no additional Junior Funds have been injected to compensate in full for the Accordion Shortfall Amount, the latest Financial Model setting out the base case on the basis of a EUR 120,000,000 Facility shall prevail;

if (A) no additional Commitments have been raised under this Clause 2.2 and additional Junior Funds have been injected to compensate in part for the Accordion Shortfall Amount or (B) the additional Commitments raised under this Clause 2.2 amount to less than EUR30,000,000 and the Accordion Shortfall Amount has been compensated for in part by an injection of additional Junior Funds, the latest Financial Model shall be updated in accordance with Clause 19.5(iii).

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several (conjointes et non solidaires). 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.

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 a Borrower is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by a Borrower which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Borrower.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ agent

The Borrowers and, upon its accession to this Agreement, each Additional Guarantor irrevocably appoints the Holdco to act on their behalf as their agent (the “Obligor’s Agent”) in relation to the Finance Documents and irrevocably authorise:

the Holdco as the Obligors’ Agent on their behalf to supply all information concerning themselves contemplated by this Agreement to the Finance Parties and to give and receive all notices, consents and instructions (including Utilisation Requests), to agree, accept and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Holdco as Obligors’ Agent,

Each Obligor (other than the Holdco) confirms that:

they will be bound by any action taken by the Holdco as Obligors’ Agent under or in connection with the Finance Document; and

each Finance Party may rely on any action purported to be taken by the Holdco as Obligors’ Agent on behalf of that Obligor.

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

PURPOSE

Purpose

general corporate and working capital needs of the Borrowers or their Subsidiaries (by way, as the case may be, of on-lending of the proceeds of a Utilisation to such Subsidiary under a Structural Intercompany Loan), to the exclusion of the financing of any replenishment of the Ramp-Up Reserve Account or the Debt Service Reserve Account after the Closing Date; and

on the Closing Date, the funding in part of the Debt Service Reserve Account (up to EUR 5,000,000) and the Ramp-Up Reserve Account (up to EUR 5,000,000) in accordance with the Funds Flow Statement.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

No Borrower may deliver a Utilisation Request unless the Agent has received no later than the Signing Date all of the documents and other evidence listed in Part I (Conditions Precedent to Signing) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Holdco and the Lenders promptly upon being so satisfied.

Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, 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, unless directly caused by its gross negligence or wilful misconduct.

Conditions precedent to first Utilisation

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in respect of the first Utilisation if on the date of the Utilisation Request and on the proposed Utilisation Date for such Utilisation, the Agent has received no later than the Closing Date all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Holdco and the Lenders promptly upon being so satisfied.

Other than to the extent that any Lender notifies the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, 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, unless directly caused by its gross negligence or wilful misconduct.

Further conditions precedent

a duly completed Utilisation Request has been delivered to the Agent;

no Event of Default is continuing or would result from the proposed Utilisation;

no Drawstop Event is continuing;

as regards the second Utilisation Date only, a certified copy of signed construction contracts and O&M contracts for the Mega-E SPV projects in (i) the Netherlands, (ii) Germany, (iii) France and/or (iv) Belgium, which represent in aggregate a turnover of (A) at least EUR 16,000,000 with respect to construction contracts and (B) EUR 1,000,000 per year with respect to O&M contracts, has been delivered to the Agent in a form and substance satisfactory to it;

evidence has been delivered as to compliance with Clause 21.26 (Minimum Junior Funds) (taking into account the contemplated Utilisation);

evidence has been delivered that the Ramp-Up Reserve Account is funded with the applicable RURA Required Balance at such time; and

the Repeating Representations are true in all material respects.

Conditions precedent for the sole benefit of the Lenders

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

the proposed Utilisation Date is a Business Day within the Availability Period and, in relation to any Utilisation (other than the first Utilisation and the second Utilisation), is either:

in relation to a Utilisation to be made on the first Financial Semester of a Financial Year:

the last Business Day of the first Financial Quarter of that Financial Year provided that the Group Annual Financial Statements and the related Compliance Certificate have been delivered to the Agent in accordance with Clauses 19.1(a) and 19.2(a) no later than 10 Business Days prior to the last Business Day of such Financial Quarter; or

if not, the last Business Day of the second Financial Quarter of that Financial Year; and

in relation to a Utilisation to be made on the second Financial Semester of a Financial Year:

the last Business Day of the third Financial Quarter of that Financial Year provided that the Group Half-Year Financial Statements and the related Compliance Certificate have been delivered to the Agent in accordance with Clauses 19.1(b) and 19.2(a) no later than 10 Business Days prior to the last Business Day of such Financial Quarter; or

if not, the last Business Day of the fourth Financial Quarter of that Financial Year; and

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

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

Only one Loan may be requested in each Utilisation Request.

Only one Loan may be requested per Financial Semester per Borrower except for the first Utilisation and the second Utilisation which may both occur during the second Financial Semester of 2019.

Currency and amount

The currency specified in a Utilisation Request must be Euro.

Subject to paragraph (c) below, the amount of the proposed Loan must be a minimum of EUR 1,000,000 or, if less, (i) an amount corresponding to the Pro Rata Utilisation Amount for the relevant Utilisation Date or (ii) the Available Facility.

The amount of the proposed Loan shall not exceed (when aggregated to the Loan requested by the other Borrower for the same Financial Semester (if any)) the applicable Maximum Utilisation Amount for such Financial Semester.

Lenders’ participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

Cancellation of Commitment

REPAYMENT

Each Borrower shall repay the Loans made available to it on the Termination Date.

No Borrower may reborrow any part of the Facility which is repaid.

PREPAYMENT AND CANCELLATION

Illegality

that Lender shall (or in the case of (B) above, any Lender may) promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying the Holdco (or in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice), each Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall (in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice) repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Holdco or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be cancelled in the amount of the participations repaid.

Change of control

the Holdco shall promptly notify the Agent upon becoming aware of that event;

no Lender shall be obliged to fund a Utilisation;

if a Lender so requires and notifies the Agent within fifteen (15) Business Days of the Holdco notifying the Agent of the event, the Agent shall, by not less than five (5) Business Days days notice to the Holdco, cancel the Commitment of that Lender and declare the participation of

Voluntary cancellation

Voluntary prepayment of Loans

A Borrower to which a Loan has been made may, if it gives the Agent not less than 10 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of any Loan (but, if in part, being an amount that reduces the amount of that Loan by a minimum amount of EUR 1,000,000) in accordance with Clauses 7.13 (Application of mandatory prepayments and cancellations) and 7.14 (Restrictions).

Any prepayment of a Loan under this Clause shall be applied pro rata to each Lender’s participation in that Loan.

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up) or under an equivalent provision of any Finance Document; or

any Lender claims indemnification from an Obligor under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or

any amount payable to any Lender by an Obligor under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Obligor by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through the Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction,

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

On the last day of each Interest Period which ends after the Holdco has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Holdco in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

If:

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

a Lender becomes a Non-Consenting Lender (as defined in paragraph (g) below) or a Defaulting Lender;

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

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

the Holdco shall have no right to replace the Agent;

neither the Agent nor any Lender shall have any obligation to find a replacement Lender;

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

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

performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

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

In the event that the Holdco or the Agent (at the request of the Holdco) has requested the Lenders to give a consent in relation to, or to agree to a consent, waiver or amendment of, any provisions of a Finance Document and for which the unanimous consent of the Lenders was required and Lenders whose Commitments aggregate more than 85% of the Total Commitments or whose participations in the Loans then outstanding aggregate more than 85% of all the Loans then outstanding have consented or agreed to such consent, waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment within 20 Business Days of the relevant request being made to it (or if longer, such period specified in the Holdco’s request) shall be deemed a “Non-Consenting Lender”.

Mandatory prepayment and cancellation in relation to a single Lender

the Holdco shall promptly notify the Agent upon becoming aware of that event;

upon the Agent notifying that Lender, its Commitment(s) will be immediately cancelled; and

that Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of each Interest Period which ends after the Holdco has given notice under paragraph (a) above or, if earlier, the date specified by that Lender in a notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Disposal Proceeds

For the purpose of this Clause 7.7:

any reasonable expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group;

any Tax incurred and required to be paid by the member of the Group which is the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance) including any amount due by a member of Group under a tax consolidation agreement.

arising out of a Pre-Approved Disposal; and

which are committed to be reinvested within 6 months of such receipt and are reinvested within 12 months of the date of receipt of such Net Disposal Proceeds in financing any purchase of assets or Capital Expenditures.

Subject to Clause 7.12 (Legal and tax impediments), the Holdco shall ensure that to 100 per cent of the Net Disposal Proceeds in excess, individually of EUR 2,500,000 or, in aggregate of EUR 5,000,000 throughout the life of the Facility, is applied in prepayment of the Loans, in accordance with Clauses 7.13 (Application of mandatory prepayments and cancellations) and 7.14 (Restrictions).

Insurance Proceeds

For the purpose of this Clause 7.8:

designated to meet third party claims;

designated to cover operating losses, loss of profits or business interruption in respect of which the relevant insurance claim was made;

committed to be reinvested within 6 months of such receipt and are reinvested within 12 months of the date of receipt of such Net Insurance Proceeds to replace, repair or reinstate the asset(s) to which those proceeds relate or to meet a liability in respect of which such Net Insurance Proceeds were received.

any reasonable expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group;

any Tax (x) incurred and required to be paid by a member of the Group in relation to that claim or (y) arising in connection with any transfer of the proceeds between members of the Group.

Subject to Clause 7.12 (Legal and tax impediments), the Holdco shall ensure that an amount equal to 100 per cent of the Net Insurance Proceeds in excess, for any Financial Year of that Borrower, of EUR 1,000,000, is applied in prepayment of the Loans, in accordance with Clauses 7.13 (Application of mandatory prepayments and cancellations) and 7.14 (Restrictions).

Excess Cashflow

0%

50%

100%

Equity Cure

First Equity Cure

Second Equity Cure

Third Equity Cure

As from the Fourth Equity Cure

Rescheduling of Commitments and automatic cancellation

If on any Utilisation Date, the Pro Rata Revenue Percentage is less than 100%, the Holdco and the Lenders agree to convene and discuss in good faith a possible adjustment of the Utilisation Schedule in order to carry-forward the portion of unused Commitments corresponding to such Utilisation Date to any next Utilisation Date(s). If the Majority Lenders consent to the adjustments proposed by the Holdco by the next Calculation Date, Holdco shall notify the Agent of the updated Utilisation Schedule (accompanied with the updated Financial Model) which shall be binding on the Parties for all the remaining Utilisation Dates, it being specified that only adjustments to the Expected Utilisation Amount applicable to each remaining Utilisation Date may be made in the context of this rendez-vous Clause. If the Majority Lenders have not accepted the adjustments proposed by the Holdco by the next Utilisation Date, the unused Commitments for such Utilisation Date will be automatically cancelled in full on such date.

If on three consecutive Utilisation Dates, the Pro Rate Revenue Percentage is higher than 100%, the Holdco and the Lenders agree to convene and discuss in good faith a possible adjustment of the Utilisation Schedule for the next Utilisation Date(s). If the Majority Lenders consent to the adjustments proposed by the Holdco by the next Calculation Date, Holdco shall notify the Agent of the updated Utilisation Schedule (accompanied with the updated Financial Model) which shall be binding on the Parties for all remaining Utilisation Dates, it being specified that only adjustments to the Expected Utilisation Amount applicable to each remaining Utilisation Date may be made in the context of this rendez-vous Clause.

Nothing is this Clause 7.11 shall be construed as a commitment from the Lenders to accommodate or consent to the proposed adjustments, this decision being left at their discretion and they shall incur no liability in this respect.

Any cancellation under this Clause 7.11 shall reduce the Commitments to the Lenders rateably.

Legal and tax impediments

If as a consequence of non-permissibility under local laws or without incurring costs (tax or otherwise) equal to or in excess of 3% of the amount to be applied in prepayment of the Loans, a member of the Group cannot distribute or up-stream an amount to another member of the Group required to be applied in prepayment of the Facility in accordance with Clause 7.7 (Disposal Proceeds), 7.8 (Insurance Proceeds) or 7.9 (Excess Cashflow), such amount shall only be applied in prepayment of the Loans once any such up-streaming become legally feasible or is capable of being made without such material costs and, as regards, amounts corresponding to Net Insurance Proceeds, shall be deposited by such member of the Group on a Blocked Account until any such up-streaming become legally feasible or is capable of being made without such material costs.

Each Borrower shall use all its reasonable endeavours to overcome any such restrictions or to minimize any cost in relation thereof. If at any time such restrictions are removed, any relevant delayed early prepayment shall be made at the end of the current Interest Period.

Application of mandatory prepayments and cancellations

Each prepayment of the Loans in accordance with Clauses 7.7 (Disposal Proceeds) to 7.10 (Equity Cure) (as applicable) shall be applied in prepayment of a Loan on the last day of the current Interest Period relating to that Loan.

Any prepayment of a Loan (other than a prepayment pursuant to Clause 7.1 (Illegality), 7.5 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 7.6 (Mandatory prepayment and cancellation in relation to a single Lender) shall be applied pro rata to each Lender’s participation in that Loan.

Restrictions

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

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty, provided that any prepayment made in accordance with Clause 7.4 (Voluntary prepayment of Loans) on or before the date falling on the third anniversary of the Closing Date shall be subject to the payment of the applicable Make-Whole Amount.

No Borrower may reborrow any part of the Facility which is prepaid.

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

Subject to Clause 2.2 (Increase – Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Holdco or the affected Lender, as appropriate.

INTEREST

Calculation of interest

Margin; and

EURIBOR.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue to the fullest extent permitted by law and without notice (mise en demeure) on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the relevant Borrower on demand by the Agent.

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

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

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

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount only if, within the meaning of article 1343-2 of the French Code civil, such interest is due for a period of at least one year, but will remain immediately due and payable.

Notification of rates of interest

The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

The Agent shall promptly notify the Holdco of each Funding Rate relating to a Loan.

Effective Global Rate (Taux Effectif Global)

INTEREST PERIODS

Interest Periods

Subject to this Clause 9.1, an Interest Period for a Loan is six (6) Months or any other period agreed between the Holdco and the Agent (acting on the instructions of all the Lenders).

No Interest Period for a Loan shall extend beyond the Termination Date.

The first Interest Period for each Loan shall start on its Utilisation Date and end on the earlier of 30 June or 31 December immediately following such Utilisation Date.

Each following Interest Period shall start on the last day of the preceding Interest Period and end on the next Interest Payment Date.

Non-Business Days

Consolidation of Loans

relate to Loans made to the same Borrower; and

end on the same date,

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

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

Reference Bank Rate: If no Screen Rate is available for EURIBOR for:

Euro; or

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

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no EURIBOR for that Loan and Clause 10.4 (Cost of funds) shall apply to that Loan for that Interest Period.

Calculation of Reference Bank Rate

Subject to paragraph (b) below, if EURIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated based on the quotations of the remaining Reference Banks.

If at or about 11:30 a.m. on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

Market disruption

Cost of funds

If this Clause 10.4 applies, the rate of interest on the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the weighted average of the rates notified to the Agent by each Lender as soon as practicable and in any event no later than on Business Day before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 10.4 applies and the Agent or the Holdco so requires, the Agent and the Holdco shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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

If this Clause 10.4 applies pursuant to Clause 10.3 (Market disruption) and:

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

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

If this Clause 10.4 applies pursuant to Clause 10.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

Notification to the Holdco

Break Costs

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

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

Modification and/or discontinuation of certain benchmarks

Without prejudice to any other provisions of this Clause 10, each Party acknowledges and agrees to the benefit of the other Party that:

EURIBOR benchmarks (i) may be subject to methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the European Benchmark Regulation) and/or (iii) may be permanently discontinued;

the occurrence of any of the aforementioned events and/or a Screen Rate Replacement Event may have adverse consequences which may materially impact the economics of the financing transaction contemplated under this Agreement.

The Parties further acknowledge that if any of the aforementioned events and/or a Screen Rate Replacement Event is forthcoming, they shall enter into negotiations with a view to agreeing the necessary changes to this Agreement in order to preserve the economics of the financing transaction contemplated therein for all the Parties and, in particular, the margin initially agreed between the Parties. Such negotiations shall be carried out by each Party in good faith and in consideration of the then prevailing market practice (without prejudice to the particularities, as the case may be, of this transaction).

For the purpose of this Clause 10.7, “Screen Rate Replacement Event” shall mean any of the events referred to in Clauses 10.1 (Unavailability of Screen Rate) to 10.4 (Cost of funds).

FEES

Commitment fee

Each Borrower shall pay to the Agent (for the account of each Lender) a fee in Euro computed at the rate of 35 per cent. per annum of the applicable Margin on that Lender’s Available Commitment for the Availability Period (or, in the case of any additional Commitment, from (and including) the relevant Accordion Increase Date to and including the last day of the Availability Period).

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Arrangement fee

Agency fee

Structuring coordination fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

fulfils the conditions imposed by the law of the jurisdiction in which the relevant Obligor is tax resident or in order for a payment of interest not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or

is a Treaty Lender.

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

does not carry on business in the jurisdiction in which the relevant Obligor is tax resident through a permanent establishment with which that Lender’s participation in the Loan is effectively connected;

is acting from the Facility Office situated in its jurisdiction of incorporation; and

fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption from Tax imposed on interest by the jurisdiction in which the relevant Obligor is tax resident, subject to the completion of any necessary procedural formalities.

Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

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

The Holdco shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Holdco and that Obligor.

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

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the jurisdiction in which the relevant Obligor is tax resident, if on the date on which the payment falls due:

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

the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below,

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

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

A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

Tax indemnity

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

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

under the law of the jurisdiction in which the Finance Party has a permanent establishment and/or permanent representative to which amounts received or receivables are attributable;

under the law of The Netherlands to the extent such Tax becomes payable as a result of such Finance Party having a substantial interest (aanmerkelijk belang) in a Borrower as laid down in The Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001);

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

under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

to the extent a loss, liability or cost:

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

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

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

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

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Holdco.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

Tax Credit

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

that Finance Party has obtained and utilised that Tax Credit,

Lender Status Confirmation

Each Lender which is not an Original Lender 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 any Obligor, which of the following categories it falls in:

not a Qualifying Lender;

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

a Treaty Lender.

Such a Lender shall also specify, in the documentation which it executes on becoming a Party as a Lender, whether it is incorporated or acting through the Facility Office situated in a Non-Cooperative Jurisdiction. For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this paragraph (b).

Stamp taxes

Value added tax

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

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

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

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

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

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

FATCA information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

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

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

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

FATCA Deduction

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

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

INCREASED COSTS

Increased costs

Subject to Clause 13.3 (Exceptions) the Holdco shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the Signing Date.

In this Agreement “Increased Costs” means:

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

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

Exceptions

attributable to a Tax Deduction required by law to be made by an Obligor;

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

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

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

Currency indemnity

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

making or filing a claim or proof against that Borrower;

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

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

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

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

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

Indemnity to the Agent

investigating any event which it reasonably believes is a Default;

entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 29.9 (Change of currency);

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

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

MITIGATION BY THE LENDERS

Mitigation

Each Finance Party shall, in consultation with the Holdco, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased Costs) or in any amount payable under a Finance Document by an Obligor becoming not deductible from that Obligor’s taxable income under the law of its jurisdiction of incorporation purposes by reason of that amount being (i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through the Facility Office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction, including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

Limitation of liability

The Borrowers shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

COSTS AND EXPENSES

Transaction expenses

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

any other Finance Documents executed after the Signing Date.

Amendment costs

an Obligor requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 29.9 (Change of currency),

Enforcement costs

GUARANTEE

Guarantee

guarantees (as a caution solidaire) to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents; and

undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal Borrower; and

agrees that the obligations under this guarantee shall not be affected in the case of the merger of the Guarantor, any other Obligor or any Finance Party,

Continuing guarantee

will remain in full force and effect until all amounts which may be or become payable by any Obligor under or in connection with any Finance Document have been irrevocably paid in full; and

are subject to any limitation which is set out in this Clause 17 or contained in the Accession Letter by which that Guarantor becomes a Guarantor.

Waiver of defences

undertakes not to exercise any rights which it may have under article 2298 (bénéfice de discussion) or article 2303 (bénéfice de division) of the French Code Civil;

waives any right it may have of first requiring any Finance Party (or any agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17 (Guarantee);

undertakes not to exercise any rights which it may have against any other Obligor under article 2309 of the French Code Civil until all amounts which may be or become payable by any Obligor to any Finance Party under or in connection with any Finance Document have been paid in full; and

undertakes not to exercise any rights which it may have under article 2316 of the French Code Civil to take any action against any other Obligor in the event of any extension of any Availability Period, any Termination Date, any date for repayment under Clause 7 (Prepayment and cancellation) or any other date for payment of any amount due, owing or payable to any Finance Party under any Finance Document, in each case without the consent of that Guarantor, until all amounts which may be or become payable by any Obligor to any Finance Party under or in connection with any Finance Document have been paid in full.

No subrogation

Until all amounts which may be or become payable by any Obligor under or in connection with any Finance Document have been paid in full, each Guarantor undertakes not to exercise any rights which it may have (including its rights under articles 2305 and 2306 of the French Code Civil):

to be subrogated to or otherwise share in any security or monies held, received or receivable by any Finance Party or to claim any right of contribution in relation to any payment made by any Guarantor under this Agreement;

to enforce any of its rights of subrogation and indemnity against any Obligor or any co-surety; or

following a claim being made on any Guarantor under Clause 17.1 (Guarantee), to demand or accept repayment of any monies due from any other Obligor to any Guarantor or claim any set-off or counterclaim against any other Obligor.