€150,000,000

Facility Agreement

SECTION 1

INTERPRETATION

1.

SECTION 2

THE FACILITY

2.

3.

4.

SECTION 3

UTILISATION

5.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

7.

SECTION 5

COSTS OF UTILISATION

8.

9.

10.

11.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12.

13.

14.

15.

16.

SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17.

18.

19.

20.

SECTION 8

CHANGES TO PARTIES

21.

22.

SECTION 9

THE FINANCE PARTIES

23.

24.

25.

SECTION 10

ADMINISTRATION

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

SECTION 11

GOVERNING LAW AND ENFORCEMENT

38.

39.

40.

SCHEDULE 1 The Original Lenders

SCHEDULE 2 Conditions Precedent

SCHEDULE 3 Request and Notice

SCHEDULE 4 Form of Transfer Agreement

SCHEDULE 5 Timetables

SCHEDULE 6 List of approved numbering service providers

SCHEDULE 7 Form of NAV Certificate

MADELEINE CHARGING B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) having its registered office at Zuidplein 126, WTC Toren 1, 15e, 1077XV Amsterdam, the Netherlands and registered with the commercial register (handelsregister) of the Netherlands under registration number 71768068 as borrower (the “Borrower”);

SOCIETE GENERALE, a company incorporated under the laws of France, whose registered office is located at 29, boulevard Haussmann, 75009 Paris, France and registered with the registre du commerce et des sociétés of Paris under number 552 120 222; and

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

SOCIETE GENERALE, a company incorporated under the laws of France, whose registered office is located at 29, boulevard Haussmann, 75009 Paris, France and registered with the registre du commerce et des sociétés of Paris under number 552 120 222, as agent of the other Finance Parties (the “Agent”); and

SOCIETE GENERALE, a company incorporated under the laws of France, whose registered office is located at 29, boulevard Haussmann, 75009 Paris, France and registered with the registre du commerce et des sociétés of Paris under number 552 120 222, as security agent for the other Finance Parties (the “Security Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

the amount of its participation in any outstanding Loans; and

in relation to any proposed Utilisation, the amount of its participation in any Loans to be made available on or before the proposed Utilisation Date.

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in 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.

the date falling 6 months after the date of this Agreement; and

the date on which the Delisting occurs.

to hold, whether directly or indirectly through any person, beneficially 50.1 per cent. of the voting share capital and issued share capital of the Borrower;

to have the power to appoint or remove the majority of the directors or other equivalent officers of the Borrower; or

to have the power to manage or give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower are obliged to comply, through ownership of share capital, by contract or otherwise.

in relation to an Original Lender, the amount 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; and

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

the Borrower, the Shareholder, the Sponsor or any of their advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower, the Shareholder, the Sponsor or any of their 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 33 (Confidential Information); or

is identified in writing at the time of delivery as non-confidential by the Borrower, the Shareholder, the Sponsor or any of their 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 Borrower, the Sponsor or the Shareholder 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.

which has failed to make its participation in a Loan available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation); or

with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above:

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and payment is made within five Business Days of its due date; or

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

all present and future liabilities and obligations at any time of the Borrower to any Finance Party under or in connection with the Finance Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity have been fully and finally discharged to the satisfaction of the Agent, whether or not as the result of an enforcement; and

the Lenders are under no further obligation to provide financial accommodation to the Borrower under any of the Finance Documents.

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 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),

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

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

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 Dutch 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 Dutch GAAP in force immediately before the adoption of IFRS 16 (Leases) (or its equivalent under Dutch GAAP), 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);

shares which are expressed to be redeemable (other than at the option of the issuer thereof) prior to the Termination Date;

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 (i) above.

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) of the definition of “Defaulting Lender”; or

an Insolvency Event has occurred and is continuing with respect to the Agent;

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

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 or entity 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 15 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 (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take 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 15 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) above; or

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

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

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

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

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

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 21 (Changes to the Lenders),

Clause 20.1 (Non-payment);

Clause 20.2 (Certain Obligations);

Clause 20.3 (Other obligations) insofar as it relates to a breach of Clause 19.3 (Negative pledge), Clause 19.4 (Disposals), Clause 19.5 (Merger), Clause 19.6 (Financial Indebtedness), Clause 19.8 (Security and pari passu ranking), Clause 19.9 (Assets) and Clause 19.15 (Acquisition Documents);

Clause 20.4 (Misrepresentation) insofar as it relates to a breach of any Major Representation;

Clause 20.5 (Cross default), including with respect to the Target but with respect to the Target, only under paragraph (b) of Clause 20.5 (Cross default);

Clause 20.6 (Insolvency) including with respect to the Target,

Clause 20.7 (Insolvency proceedings) including with respect to the Target,

Clause 20.8 (Creditors’ process) including with respect to the Target,

Clause 20.9 (Change of Control):

Clause 20.10 (Unlawfulness);

Clause 20.11 (Security);

Clause 20.15 (Management Company);

Clause 20.16 (Distributions by the Sponsor);

Clause 20.18 (Sponsor’s Financial Indebtedness); and

Clause 20.19 (Sponsor’s Security).

the business, assets or financial condition of the Borrower or the Sponsor; or

the ability of the Borrower or the Sponsor to perform and comply with its payment obligations under the Finance Documents to which it is a party; or

subject to the Legal Reservations and the Perfection Requirements:

the validity, legality or enforceability of any Finance Document; or

the validity, legality or enforceability of any Security expressed to be created pursuant to any Transaction Security Document or on the priority and ranking of any of that Transaction Security.

if any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:

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

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;

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

the unaudited financial statements of the Borrower for its financial year ending on 31 December 2023; and

the audited financial statements of the Target for its financial year ending on 31 December 2023.

its jurisdiction of incorporation;

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

any jurisdiction where it conducts its business.

listed on any list of designated persons in application of Sanctions;

located in, or organised under the laws of, any country or territory that is subject to comprehensive Sanctions;

directly or indirectly owned or controlled, as defined by the relevant Sanctions, by a person referred to in (a) or (b) above; or

the United Nations;

the United States of America;

the United Kingdom;

the European Union or any present or future member state thereof; or

any other relevant sanctions authority.

which is controlled, directly or indirectly, by the Holding Company;

in which a majority of the voting shares 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 relevant 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 the United Kingdom or 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, a reference in this Agreement to:

the “Agent”, any “Arranger”, any “Finance Party”, any “Lender”, any “Party”, the “Security Agent”, the “Sponsor”, or any other person shall be construed so as to include its successors in title and permitted transferees to, or of, its rights and/or obligations under the Finance Documents and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent;

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

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or Transaction Document or other agreement or instrument;

a “group of Lenders” includes all the Lenders;

“gross negligence” means “faute lourde”;

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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

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

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

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

“wilful misconduct” means “dol”;

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

a time of day is a reference to Paris time.

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 or an Event of Default is “continuing” if it has not been remedied or waived.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

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.

Currency symbols and definitions

Dutch terms

a “director” means a statutair bestuurder;

“works council” means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over that Dutch Obligor;

a “necessary action to authorise”, where applicable, includes without limitation:

any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

obtaining a positive or neutral advice (advies) from each competent works council which, if conditions, contain conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach with any term of any of the Finance Documents;

a “security interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);

a “winding-up”, “administration” or “dissolution” includes a bankruptcy (faillissement) or dissolution (ontbinding);

a “moratorium” includes surseance van betaling and “a moratorium is declared” or “occurs” includes surseance verleend;

a “liquidator”, “receiver”, “administrative receiver”, “administrator”, “compulsory manager” or “other similar officer” includes a curator, a beoogd curator, a bewindvoerder or a beoogd bewindvoerder;

an insolvency does not include stille bewindvoering; and

a “receiver” or an “administrative receiver” does not include a curator or a bewindvoerder.

THE FACILITY

The Facility

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 the 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 the Borrower which relates to a Finance Party’s participation in a 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 the 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.

PURPOSE

Purpose

The Borrower shall apply all amounts borrowed by it under the Facility towards:

the refinancing of outstanding indebtedness under the Existing Facility Agreement and all other fees, costs or expenses related to such refinancing;

the payment of all interest, fees, costs or expenses related to the Facility;

the payment of the purchase price for the Shares under the Acquisition Documents; and

the payment of the Acquisition Costs, provided that the relevant amount may be increased by (i) a maximum of 3% to cover any variation of the euro to USD exchange rate applicable on the relevant payment date, compared to the euro to USD exchange rate applicable on the date of the drawdown request (such increased amount being the “FX Amount”), and (ii) a maximum of 150,000€ to cover future Acquisition Costs (such amount being the “Future Costs Amount”, and together with the FX Amount, the “Increased Amounts”).

For the avoidance of doubt, the Facility can be drawn for the purpose referred to under paragraphs (a)(i) and (a)(ii) above prior to any Utilisation for the purposes of paragraphs (a)(iii) or (a)(iv) above.

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if:

on the Signing Date, the Agent has received all of the documents and other evidence listed in Part I (Conditions precedent to be satisfied on the Signing Date) of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent acting reasonably;

in relation to the first Utilisation, the Agent has received all of the documents and other evidence listed in Part II (Conditions precedent for the first Utilisation) of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent acting reasonably; and

in relation to a Utilisation for the purpose referred to in paragraphs (a)(iii) and (iv) of Clause 3.1 (Purpose), the Agent has received all of the documents and evidence listed in Part III (Conditions precedent to a Loan in respect of an Acquisition Purpose) of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent acting reasonably).

The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied, as relevant. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further conditions precedent

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

the Repeating Representations are true and correct in all material respects.

Maximum number of Utilisations

Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 7 Loans would be outstanding.

Utilisations during the Certain Funds Period

Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Loan if, on the date of the Utilisation Request and on the proposed Utilisation Date:

no Major Default is continuing or would result from the proposed Utilisation; and

all the Major Representations are true and correct in all material respects.

During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation) and subject as provided in Clause 7.1 (Illegality), none of the Finance Parties shall be entitled to:

cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Loan;

terminate or cancel this Agreement or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Loan;

refuse to participate in the making of a Certain Funds Loan;

exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Loan; or

cancel, accelerate or cause repayment or prepayment of any amounts owing under this Agreement or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Loan,

UTILISATION – LOANS

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:

it specified the purpose of the relevant Loan;

the proposed Utilisation Date is a Business Day within the Availability Period, provided that the first Utilisation Date shall not occur prior to 25 June 2024;

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.

Currency and amount

The currency specified in a Utilisation Request must be euros.

The amount of the proposed Utilisation must not exceed the Available Facility.

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.

The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

Cancellation of Commitment

REPAYMENT OF LOANS

The Borrower shall repay the Loans in full on the Termination Date.

The Borrower may not 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 Borrower (or, in the case of (B) above, if the relevant Lender so specifies in its notice or any subsequent notice), the Available Commitment of that Lender will be immediately cancelled; and

to the extent that the Lender’s participation has not been transferred pursuant to Clause 32.5 (Replacement of Lender), the 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 on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower 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 immediately cancelled in the amount of the participations repaid.

Voluntary cancellation

Voluntary prepayment of Loans

The Borrower 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 such Loan by a minimum amount of €5,000,000).

A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

Any prepayment under this Clause 7.3 shall be applied as directed by the Borrower, subject to Clause 7.14 (Application of prepayments).

Right of cancellation and repayment in relation to a single Lender

If:

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

any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased Costs); or

On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Available Commitments of that Lender shall be immediately reduced to zero to the extent that the Lender’s participation has not been transferred pursuant to Clause 32.5 (Replacement of Lender).

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents and that Lender’s corresponding Commitments shall be immediately cancelled in the amount of the participations repaid.

Right of cancellation in relation to a Defaulting Lender

Subject to any applicable laws and in particular all laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratorium, administration and other laws or regulations generally affecting the rights of the creditors, if any Lender becomes a Defaulting Lender, replace that Lender in accordance with Clause 32.5 (Replacement of Lender) or the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of the Available Commitment of that Lender (in each case, without prejudice of the Borrower’s rights against the Defaulting Lender under the Finance Documents).

On the notice referred to in paragraph (a) above becoming effective, the Available Commitment of the Defaulting Lender shall be immediately reduced to zero to the extent that the Lender’s participation has not been transferred pursuant to Clause 32.5 (Replacement of Lender).

The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

Mandatory cancellation and prepayment – No Delisting

Mandatory prepayment – Target Shares Disposal Proceeds

For the purpose of this Clause 7.7:

any fees, expenses and transaction costs incurred by the Borrower with respect to that Disposal; and

any Tax incurred and required to be paid by the Borrower with respect to any such proceeds.

The Borrower shall promptly (and no later than 1 Business Day prior to receipt) notify the Agent of any Disposal of Shares and of the Target Shares Disposal Proceeds which will have to be applied as partial mandatory prepayment in accordance with Clause 7.7.

The Borrower shall either:

instruct the purchaser of the relevant Shares, owing such Target Shares Disposal Proceeds, to credit the amount equal to such Target Shares Disposal Proceeds directly to an account held in the name of the Agent; or

credit the amount equal to such Target Shares Disposal Proceeds to a bank account pledged in the name of the Security Agent acting on behalf of the Finance Parties,

The Target Shares Disposal Proceeds shall be applied in prepayment of Loans immediately upon receipt.

Mandatory prepayment – Distribution Proceeds

For the purpose of this Clause 7.8:

any fees, expenses and transaction costs incurred by the Borrower with respect to that Distribution; and

any Tax incurred and required to be paid by the Borrower, or the Target, with respect to any such proceeds.

The Borrower shall promptly (and no later than 1 Business Day falling after receipt) notify the Agent of the receipt of any Distribution Proceeds.

The Borrower shall apply an amount equal to such Distribution Proceeds, in prepayment of Loans immediately upon receipt.

Mandatory prepayment – Increased Amounts

no later than 30 days following the relevant Utilisation Date notify the Agent of (x) the difference between the amount of the Utilisation and the amount used to pay for the relevant Acquisition Costs (the “Surplus Amount”) and (y) the aggregate amount of Surplus Amounts (taking into account all Utilisations) on such date as reduced by any Surplus Amounts having given rise to a mandatory prepayment prior to such date; and

if the aggregate amount of all Surplus Amounts (taking into account all Utilisations) as reduced by any Surplus Amounts having given rise to a mandatory prepayment prior to such date exceeds €100,000, apply an amount equal to such Surplus Amounts in prepayment of Loans on the last day of the Interest Period following notice given to the Agent that the Surplus Amounts have exceeded €100,000.

Mandatory cancellation and prepayment – Disposal of shares resulting in a reduction of the shareholding of the Sponsor in the Borrower

For the purpose of this Clause 7.10:

any fees, expenses and transaction costs incurred by the Sponsor, the Shareholder or a Meridiam Shareholder, as relevant, with respect to that Shares Disposal; and

any Tax incurred and required to be paid by the Sponsor, the Shareholder or a Meridiam Shareholder, as relevant, with respect to any such proceeds.

The Borrower shall promptly (and no later than 1 Business Day falling after the occurrence of the relevant Shares Disposal) notify the Agent of the relevant Shares Disposal and provide evidence satisfactory to the Agent (acting reasonably) that an amount at least equal to the Share Disposal Proceeds relevant to such Shares Disposal has been reinvested in the Target (unless such Shares Disposal is made to a Meridiam Shareholder) and the Agent shall promptly upon receipt of such notification notify each Lender.

In the event that an amount at least equal to the Share Disposal Proceeds relevant to such Shares Disposal has not been reinvested in the Target (unless such Shares Disposal is made to a Meridiam Shareholder), the Borrower shall promptly (and no later than 2 Business Days falling after the occurrence of such Shares Disposal) apply an amount equal to the Share Disposal Proceeds in prepayment of the outstanding Loans and cancellation of the Available Commitments.

Mandatory cancellation and prepayment – Shareholding Dilution

For the purpose of this Clause 7.11:

The Borrower shall promptly (and no later than 1 Business Day falling after the occurrence of a Shareholding Dilution) notify the Agent of the relevant Shareholding Dilution and provide evidence satisfactory to the Agent (acting reasonably) that an amount at least equal to the Shareholding Dilution Proceeds relevant to such Shareholding Dilution has been reinvested in the Target and the Agent shall promptly upon receipt of such notification notify each Lender.

In the event that an amount at least equal to the Shareholding Dilution Proceeds relevant to such Shareholding Dilution has not been reinvested in the Target, the Borrower shall (and no later than 2 Business Days falling after the occurrence of such Shareholding Dilution) apply an amount equal to the Shareholding Dilution Proceeds in prepayment of the outstanding Loans and cancellation of the Available Commitments.

Mandatory prepayment – Sponsor’s Assets Disposal Proceeds

For the purpose of this Clause 7.12:

any fees, expenses and transaction costs incurred by the Sponsor or its relevant Subsidiary with respect to that Disposal; and

any Tax incurred and required to be paid by the Sponsor or its relevant Subsidiary with respect to any such proceeds.

The Borrower shall promptly (and no later than 2 Business Days upon occurrence of a Sponsor’s Assets Disposal):

notify the Agent of the relevant Sponsor’s Assets Disposal and the amount equal to the Sponsor’s Assets Disposal Proceeds and the Agent shall promptly upon receipt of such notification notify each Lender; and

apply an amount equal to the Sponsor’s Assets Disposal Proceeds in prepayment of the outstanding Loans and cancellation of the Available Commitments.

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.

The Borrower may not reborrow any part of the Facility which is prepaid.

The Borrower 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.

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 Borrower or the affected Lender(s), as appropriate.

Application of prepayments

INTEREST

Calculation of interest

Margin; and

EURIBOR.

Payment of interest

Default interest

If the Borrower 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 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 one 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 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 one 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.

Interest on an overdue amount shall accrue automatically as of right and without the need of notification (mise en demeure) to the Borrower and is in addition, and without prejudice, to the other rights of the Finance Parties. Neither a demand by the Agent under this Clause 8.3 or the payment by the Borrower of interest on an overdue amount shall constitute the grant of an extension of the due date for the overdue amount or any waiver of the Finance Parties’ rights under the Finance Documents in relation to such overdue amount.

Notifications

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

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

This Clause 8.4 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Effective Global Rate (Taux Effectif Global)

INTEREST PERIODS

Length of Interest Periods

Subject to this Clause 9, the Borrower may select an Interest Period of 3 or 6 Months or of any other period agreed between the Borrower, the Agent and all the Lenders in relation to the relevant Loan.

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice.

Notwithstanding paragraph (a) above:

the first Interest Period for any Loan made available prior to 31 December 2024, shall end on 31 December 2024; and

the first Interest Period for any Loans made as from 31 December 2024, shall end on 31 March, 30 June, 30 September or 31 December, provided that it shall not be longer than 6 Months.

Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower not later than the Specified Time.

If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be 3 Months.

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

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

Non-Business Days

Consolidation and division of Loans

Subject to paragraph (b) below, if two or more Interest Periods relate to Loans which end on the same date, those Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

Subject to Clause 5.3 (Currency and amount), if the Borrower requests in a Selection Notice that a Loan be divided into two or more Loans, that Loan will, on the last day of its Interest Period, be so divided with amounts specified in that Selection Notice, having an aggregate amount equal to the amount of such Loan immediately before its division.

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.

Historic Screen Rate: if no Screen Rate is available for EURIBOR for:

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

Cost of funds: if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, there shall be no EURIBOR for that Loan and Clause 10.3 (Cost of funds) shall apply to that Loan for that Interest Period.

Market disruption

Cost of funds

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

the Margin; and

the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 10.3 applies and the Agent or the Borrower so requires, the Agent and the Borrower 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 Borrower, be binding on all Parties.

If this Clause 10.3 applies 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.

Break Costs

The Borrower shall, within five 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 the 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.

FEES

Commitment fee

The Borrower shall pay to the Agent (for the account of each Lender) a commitment 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.

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.

No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

Arrangement fee

Agency fee

Security Agency fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

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

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

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the 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 Borrower.

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower 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.

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

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower 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 has been paid to the relevant taxing authority.

Tax indemnity

If a Finance Party is or will be subject to any liability, or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document, then the Borrower shall (within three Business Days of demand by the Agent) pay to that Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by it 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 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); or

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

If a Finance Party makes, or intends to make, a claim under paragraph (a) above it shall promptly notify the Borrower of the event which will give, or has given, rise to the claim.

Tax Credit

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or 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,

Stamp taxes

VAT

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, if VAT is or becomes chargeable on any supply made by any Finance Party to a Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for that 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.

Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in the UK Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the EU) or any other similar provision in any jurisdiction other than the UK or a member state of the EU) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

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 the Lender’s VAT reporting requirements in relation to such supply.

FATCA information

Subject to paragraph (c) below, a Party must, within 10 Business Days of a reasonable request by any other 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 (including its applicable “passthru percentage” or other information required under relevant US Treasury regulations or other official guidance including intergovernmental agreements) 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 must notify that other Party reasonably promptly.

A Party is not obliged to do anything under paragraph (a) above which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any policy of that Party;

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 Borrower and the Agent and the Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased costs

Subject to Clause 13.3 (Exceptions) the Borrower shall, within five 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 date of this Agreement or (iii) the implementation or application of or compliance with CRD IV or any law or regulation that implements or applies CRD IV.

In this Agreement:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

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 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

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

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

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

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

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);

attributable to the implementation or application of or compliance with Basel III as reasonably foreseeable on the date of this Agreement; or

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

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

OTHER INDEMNITIES

Currency indemnity

If any sum due from the 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 the Borrower; or

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

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

the occurrence of any Event of Default;

a failure by the Borrower 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 25 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Utilisation requested by the 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);

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

The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 14.2.

Indemnity to the Agent

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default;

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

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

any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

Indemnity to the Security Agent

The Borrower shall promptly indemnify the Security Agent against any cost, loss or liability incurred by it as a result of:

any failure by the Borrower to comply with its obligations under Clause 16 (Costs and expenses);

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

the taking, holding, protection or enforcement of the Transaction Security;

the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent by the Finance Documents or by law;

any default by the Borrower in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

acting as Security Agent under the Finance Documents or which otherwise relates to any of the Pledged Shares (otherwise, in each case, than by reason of the Security Agent’s gross negligence or wilful misconduct).

The Security Agent may, in priority to any payment to the Finance Parties, indemnify itself out of the Pledged Shares in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4.

MITIGATION BY THE LENDERS

Mitigation

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

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

Limitation of liability

The Borrower 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 the Transaction Security; and

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

Amendment costs

the Borrower requests an amendment, waiver or consent; or

an amendment is required pursuant to Clause 26.10 (Change of currency),

Enforcement and preservation costs

Security expenses

REPRESENTATIONS

General

Status

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

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

Binding obligations

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Transaction Document are legal, valid, binding and enforceable obligations.

Without limiting the generality of paragraph (a) above, subject to the Perfection Requirements, each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective.

Non-conflict with other obligations

Power and authority

Validity and admissibility in evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

to make the Transaction Documents to which it is a party admissible in evidence in the Relevant Jurisdictions;

to enable it to create the Transaction Security expressed to be created by it pursuant to any Transaction Security Document and to ensure that such Transaction Security has the priority and ranking it is expressed to have,

Governing law and enforcement

Subject to the Legal Reservations, the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions.

Subject to the Legal Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

Insolvency

corporate action, legal proceeding or other procedure or step described in Clause 20.7 (Insolvency proceedings); or

creditors’ process described in Clause 20.8 (Creditors’ process),

No default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

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

On the date of this Agreement, no other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on any of its Subsidiaries or to which any of its Subsidiaries’ assets are subject which might have a Material Adverse Effect.

No misleading information

Any written factual information provided by or on behalf of the Borrower or the Shareholder in relation to any Transaction Document was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

Nothing has occurred or been omitted from the factual information referred to in paragraph (a) above and no information has been given or withheld that results in that information being untrue or misleading in any material respect.

Financial statements

Its Original Financial Statements and, to the best of its knowledge, the Original Financial Statements of the Target, were prepared in accordance with Dutch GAAP consistently applied.

The Original Financial Statements fairly represent its or, as the case may be and to the best of its knowledge, the Target’s financial condition as at the end of the relevant financial year and operations during the relevant financial year.

There has been no material adverse change in its or, as the case may be and to the best of its knowledge, the Target’s business or financial condition since the date of the relevant Original Financial Statements.

No proceedings

No breach of laws

Taxation

It is not required to make any Tax Deduction (as defined in Clause 12.1 (Definitions)) from any payment it may make under any Finance Document.

It is not overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax except to the extent that (i) such payment is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them, and (iii) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

No filing or stamp taxes

Security and pari passu ranking

Subject to the Perfection Requirements, each Transaction Security Document creates (or, once entered into, will create) in favour of the Finance Parties the Transaction Security which it is expressed to create with the ranking and priority it is expressed to have.

Without limiting paragraph (a) above, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Except as permitted by Clause 19.3 (Negative pledge), no Security exists on or over any of its assets.

Title to assets

good and marketable title (as sole and absolute beneficial owner) to the Shares which are expressed to be included in or subject to the Transaction Security; and

not sold, transferred, lent, assigned, parted with its interest in or disposed of, granted any option in respect of or otherwise dealt with any of its rights, title and interest in and to the Pledged Shares, or agreed to do any of the foregoing (other than pursuant to the Finance Documents to which it is a party).

Pledged Shares

The Pledged Shares are fully paid and not subject to any option to purchase or similar rights.

The constitutional documents of the Target do not and could not restrict or inhibit any transfer of the Pledged Shares on creation or enforcement of all or any part of the Pledged Shares.

There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any Pledged Share or loan capital of the Target (including any option or right of pre-emption or conversion).

Transfer Agent Agreement

Subject to paragraph (c) below, the Target is and will at all times be the sole, absolute, legal and beneficial owner of its rights under the Transfer Agent Agreement.

Subject to paragraph (c) below, the Transfer Agent Agreement is and will remain in full force and effect without any material amendment, supplement or variation.

Paragraphs (a) and (b) shall not apply if the Transfer Agent Agreement has terminated following the Repatriation of all Shares.

Anti-corruption law

It and each of its Subsidiaries have implemented and maintains in effect policies and procedures designed to ensure compliance by it, its Subsidiaries, the Shareholder and their respective directors, officers, employees and agents with Anti-Corruption Laws, and it, its Subsidiaries, the Shareholder and their respective officers and directors, and, to the knowledge of the Borrower, its and its Subsidiaries’ employees and agents are in compliance with Anti-Corruption Laws in all material respects.

No Utilisation, use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws.

Neither the Borrower, nor its Subsidiaries, or the Shareholder nor, to its knowledge, any of its or their directors, officers, agents or employees has engaged in any activity or conduct which would breach any applicable Money Laundering Laws and Anti-Corruption Laws.

Sanctions

Acquisition Documents

contain all the material terms of the Acquisition; and

are in compliance with all applicable laws or regulations.

Centre of main interests and establishments

Material Non-Public Information

is in possession of any Material Non-Public Information relating to the Target or the Shares which would (i) restrict its ability to deal in the Shares or grant Security over the Shares to the Finance Parties or (ii) affect its ability to enter into or perform its obligations under the Transaction Documents; or

is or has engaged in market abuse (including insider dealing) or market manipulation in entering into and performing its obligations under the Transaction Documents.

Regulation S

US securities law

The Shares have been issued in compliance with US federal securities laws, including the Securities Act, and the rules and regulations of the US Securities and Exchange Commission (“SEC”) promulgated thereunder, and any applicable state securities or “blue sky” laws.

As long as neither the Delisting nor the Deregistration has occurred and, to the best of its knowledge having made due enquiry, the Target is, and has been for a period of at least 90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

To the best of its knowledge having made due enquiry, the Target:

is in compliance with all obligations under US federal and state securities laws;

as long as the Deregistration has not occurred, has filed all required reports under Section 13 or Section 15(d) of the Exchange Act, as applicable, during the then preceding 12 months (or such shorter period that the Target was required to file such reports), other than Form 6-K reports; and

as long as the Deregistration has not occurred, has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of Regulation S-T under the Securities Act during the then preceding 12 Months (or such shorter period that the Target was required to submit such files) (the “XBRL Requirement”).

To the best of its knowledge having made due enquiry, the Target has ceased to be an issuer with no or nominal operations and no or nominal non-cash assets as specified in Rule 144(i)(1) under the Securities Act and has met the conditions provided in Rule 144(i)(2) and (i)(3) under the Securities Act, including, without limitation, the filing of “Form 10 information” (within the meaning of Rule 144 under the Securities Act).

As long as the Deregistration has not occurred and assuming no Finance Party is deemed or determined to be an “affiliate” (within the meaning of Rule 144 under the Securities Act) of the Target as a result of any Finance Party holding Shares that are not Pledged Shares or engaging in other transactions or arrangements not contemplated by the Finance Documents, and provided that, at the date of any enforcement by the Finance Parties of the security interests created by the Security Documents over the Pledged Shares, the Target:

satisfies the current public information requirement set forth in Rule 144(c)(i) under the Securities Act; and

has filed all required reports under Section 13 or Section 15(d) of the Exchange Act, as applicable, during the preceding 12 Months (or such shorter period that the Target was required to file such reports); and

satisfies the XBRL Requirement (the requirements in paragraphs (i) to (iii) of this paragraph (e) of Clause 17.26, collectively, the “Current Reporting Requirements”),

As long as the Deregistration has not occurred, the Borrower is in compliance with its reporting obligations under Section 13 of the Exchange Act, including in respect of the transactions contemplated by the Transaction Documents.

As long as the Deregistration has not occurred, at the date of any enforcement by the Finance Parties of the security interests created by the Security Documents over the Pledged Shares, such Pledged Shares may be resold by or on behalf of the Finance Parties pursuant to an effective registration statement on Form F-3 filed with the SEC by the Target (the “Resale Registration Statement”).

Margin Regulations

Investment Company Act

No grounds for voluntary filing under US Bankruptcy Law

Times when representations made

All the representations and warranties in this Clause 17 are made by the Borrower on the date of this Agreement.

Subject to paragraph (ii) below, the Repeating Representations are deemed to be made by the Borrower:

on the date of each Utilisation Request;

on each Utilisation Date; and

on the first day of each Interest Period.

references to the “Original Financial Statements” in paragraphs (a) and (b) of Clause 17.11 (Financial Statements) will be deemed to be references to the latest financial statements of the Borrower delivered to the Agent under this Agreement.

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

INFORMATION UNDERTAKINGS

Financial statements

Requirements as to financial statements

Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by a director of the Borrower as fairly representing its consolidated or unconsolidated (as applicable) financial condition as at the end of and for the period in relation to which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using in accordance with Dutch GAAP.

Information: miscellaneous

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower, any of its Subsidiaries or the Sponsor, and which has or could reasonably be expected to have a Material Adverse Effect;

until the Delisting, promptly upon becoming aware of them, the details of:

any breach, alleged breach or potential breach by the Borrower, the Target or the Shareholder of any law, regulation, stock exchange rule or Listing Rule applicable to the Shares;

any requirement that a Finance Party, the Borrower, the Target or any other person must make a notification to any stock exchange, regulatory authority or similar body or to any other person in connection with the ownership of the Shares;

any clearance to deal being required under the Listing Rules or any other similar law or regulation by the Borrower,

promptly such further information regarding the Pledged Shares, the Transfer Agent Agreement or the financial condition, business and operations of the Borrower or the Sponsor as the Agent may reasonably request; and

promptly upon any change, an updated list of the specified persons duly authorised, on behalf of the Borrower, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party, together with the specimen of the signature of each such person.

Notification of default

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

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

Sponsor’s Net Asset Value

The Borrower shall supply to the Agent within 50 calendar days of each of the Sponsor’s first and third financial quarters, of the Sponsor’s financial half year and of the Sponsor’s financial year, as applicable, a NAV Certificate signed by a legal representative of the Sponsor’s Management Company:

indicating:

the Sponsor’s Net Asset Value as at the end of such financial quarter, financial half year or financial year, as applicable, as shown in the Sponsor’s unaudited reporting in relation to such financial quarter, financial half year or financial year, as applicable; and

for the first time 50 calendar days of the Sponsor’s financial year ending 31 December 2024, compliance with Clause 20.17 (Sponsor’s Net Asset Value); and

attaching the information of the Sponsor’s Net Asset Value as at the end of such financial quarter, financial half year or financial year, as applicable, in the same form as that communicated to the Sponsor’s investors.

The Borrower shall supply to the Agent within 15 calendar days of the Sponsor’s audited reporting of the Sponsor’s financial year becoming available, a NAV Certificate signed by a legal representative of the Sponsor’s Management Company:

indicating:

the Sponsor’s Net Asset Value as at the end of such financial year, as shown in the Sponsor’s audited reporting in relation to such financial year; and

compliance with Clause 20.17 (Sponsor’s Net Asset Value); and

attaching the information of the Sponsor’s Net Asset Value as at the end of such financial year in the same form as that communicated to the Sponsor’s investors.

Provision of Material Non-Public Information

The Borrower shall not provide a Finance Party with any Material Non-Public Information in any document or notice required to be delivered pursuant to this Agreement or in any communication in connection with this Agreement (each a “Communication”) without (i) first notifying that Finance Party in writing that the Communication that the Borrower is about to deliver contains Material Non-Public Information, and (ii) that Finance Party having given written confirmation that it wishes to receive such information and instructing the Borrower to whom such information shall be delivered.

If a Finance Party has refused to receive such Material Non-Public Information, the Borrower shall only deliver the Communication to the extent that it does not contain Material Non-Public Information, in which event the Borrower shall not be deemed to have breached paragraph (a) above. Absent such notification from the Borrower, the Borrower shall be deemed to have represented that such Communication contains no such Material Non-Public Information.

The Borrower irrevocably authorises and consents to a Finance Party (together with any person acting on a Finance Party’s behalf) disclosing to any person any Material Non-Public Information that a Finance Party considers necessary or desirable for the purposes of or in connection with any, or any potential, realisation or enforcement of any Security expressed to be created by any Transaction Security Document over all or any of the Pledged Shares.

“Know your customer” checks

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

any change in the status of the Borrower or the Sponsor after the date of this Agreement; or

a proposed transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such transfer, obliges the Agent, the Security Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent, the Security Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender), the Security Agent or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, the Security Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Each Lender shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) or the Security Agent in order for the Agent or the Security Agent, as applicable, to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

DAC6

Default

GENERAL UNDERTAKINGS

Authorisations

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

supply certified copies to the Agent of,

enable it to perform its obligations under the Transaction Documents; and

subject to the Legal Reservations and, in the case of the Transaction Security Documents, to the Perfection Requirements, ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

Compliance with laws

Negative pledge

The Borrower shall not create or permit to subsist any Security over any of its assets.

The Borrower shall not:

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

enter into any margin loan, equity derivative, synthetic derivative, exchangeable or convertible debt, stock loan, repo or other similar equity-related financing, hedging, preference share, monetisation transaction, or Financial Indebtedness transaction (or any combination of such transactions) in respect of or by reference to any Shares; or

enter into any other preferential arrangement having a similar effect.

Paragraphs (a) and (b) above do not apply to:

the Security or Quasi-Security created pursuant to any of the Transaction Security Documents; and

any Security created by the Borrower in the ordinary course of its banking arrangements under the customary terms of a bank where such member maintains an account, including any security or right to set-off arising under articles 24 or 25 respectively of the general terms and conditions (algemene voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) in favour of a Finance Party or an Affiliate of a Finance Party.

Disposals

The Borrower shall not, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

Paragraph (a) above does not apply to any sale, transfer or other disposal of Shares on arms’ length terms if:

the proceeds of which are applied in prepayment of the amounts outstanding under the Finance Documents in accordance with Clause 7.7 (Mandatory prepayment – Target Shares Disposal Proceeds); and

such disposal is in relation to part (and not all) of the Shares owed by the Borrower, the Borrower continues to (A) hold at least 50.1 per cent. of the voting share capital and issued share capital of the Target; (B) have the power to appoint or remove the majority of the directors or other equivalent officers of the Target; and (C) have the power to manage or give directions with respect to the operating and financial policies of the Target with which the directors or other equivalent officers of the Target are obliged to comply, through ownership of share capital, by contract or otherwise.

Merger

Financial Indebtedness

The Borrower shall not incur or allow to remain outstanding any Financial Indebtedness.

Paragraph (a) above does not apply to any Financial Indebtedness under the Finance Documents or any hedging transaction implemented in relation to any of the purposes referred to in Clause 3.1 (Purpose).

No business and no change of business

trade or carry on any business;

incur any liability or obligation (actual or contingent, present or future) (including, but not limited to, any Financial Indebtedness, guarantee or other credit support);

enter into any contract; or

declare or pay any dividend or other distribution,

in connection with the acquisition and ownership (including the custodying) and transfer of any Shares;

entering into and incurring liabilities and obligations under the Transaction Documents; and

any professional and administration costs in the ordinary course of business as an investment or holding company.

Security and pari passu ranking

The Borrower shall ensure that:

subject to the Perfection Requirements, each Transaction Security Document creates (or, once entered into, will create) in favour of the Finance Parties the Transaction Security which it is expressed to create with the ranking and priority it is expressed to have; and

without limiting paragraph (i) above, its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

The Borrower shall not do or consent to the doing of anything which would be likely to prejudice the validity, enforceability or priority of any of the Security expressed to be created pursuant to the Transaction Security Documents.

Assets

the Pledged Shares are fully paid and no moneys or liabilities are outstanding or payable in respect of any of them;

all calls, subscription moneys and other moneys payable on or in respect of any of the Pledged Shares are promptly paid and the Finance Parties and their nominees are indemnified against any cost, liabilities or expenses which they may suffer or incur as a result of any failure by the Borrower to pay the same; and

all necessary disclosures in respect of the acquisition or holding of any interests in the Shares are made in accordance with any applicable law and/or regulation.

Further assurance

The Borrower shall, at its own cost and expense, promptly take all such action as the Security Agent may require:

for the purpose of perfecting or protecting any of the Finance Parties’ rights under, and preserving the Transaction Security intended to be created or evidenced by, any of the Finance Documents;

for the purpose of facilitating the realisation of any of that Transaction Security; and/or

for the purpose of maintaining the operation of the Finance Documents and structure of the Transaction Security.

The Borrower shall not take any action which would, or could reasonably be expected to, have an adverse effect on the value of any Pledged Shares or the ability of the Finance Parties to value, market, realise or take any enforcement action with respect to any Pledged Shares or which would, or could reasonably be expected to, otherwise prejudice the interests of the Finance Parties, provided that nothing in this paragraph shall require the directors of the Borrower to breach any of their director’s duties.

Sanctions

The Borrower shall not, directly or indirectly, use the proceeds of the Facility or allow these proceeds to be used (or lend, contribute or otherwise make available such proceeds to any person) to fund, participate or contribute to, any activities or business of, with or related to (or otherwise to make funds available to or for the benefit of) any person who is a Sanctioned Person.

The Borrower shall ensure that:

no person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Borrower to a Finance Party in connection with the Facility; and

it shall not use any revenue or benefit derived from any activity or dealing with a Sanctioned Person for the purpose of discharging amounts owing to any Finance Party in respect of the Facility.

The Borrower shall implement and maintain appropriate safeguards designed to prevent any action that would be contrary to paragraph (a) or (b) above.

The Borrower shall, and shall procure that each of its Affiliates will, promptly upon becoming aware of the same, supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.

Any provision of this Clause 19.11 or Clause 17.21 (Sanctions) shall not apply to any person if and to the extent that it is or would be unenforceable by or in respect of that person by reason of breach of any applicable Blocking Law.

For the purposes of this Clause 19.11, “Blocking Law” means:

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the EU);

any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018);

section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung); or

any similar blocking or anti-boycott law.

Anti-Corruption and Anti-Money Laundering

The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries, the Shareholder and their respective directors, officers, employees and agents with Anti-Corruption Laws and Money Laundering Laws.

The Borrower will not request a Utilisation, and the Borrower shall not use, and shall procure that the Shareholder and its or their respective directors, officers, employees and agents shall not use, the proceeds of a Utilisation in furtherance of an offer, payment, promise to pay, or authorisation of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Corruption Laws or Money Laundering Laws.

The Borrower shall ensure that neither it nor the Shareholder will directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

Centre of main interests

Non-petition under US Bankruptcy Law

Acquisition Documents

The Borrower shall ensure that the Acquisition Documents contain all the terms and conditions in relation to the Acquisition.

The Borrower shall not amend, vary or treat as satisfied in whole or in part, any term and condition relating to the Acquisition as set out in the Acquisition Documents in a manner which would reasonably be expected to be prejudicial to the interests of the Finance Parties, other than any amendment or waiver, made with the prior consent of the Agent (acting on the instructions of the Majority Lenders).

The Borrower shall comply with all laws and regulations applicable to the Offer.

Repatriation

an executed copy of the Dutch Security Agreement relating to the Dutch Securities Account;

a legal opinion of Clifford Chance Europe LLP, legal advisers to the Borrower, in relation to the existence, capacity and authorisations of the Borrower to enter into, and the validity and enforceability, of the Dutch Security Agreement referred to under paragraph (i); and

evidence of registration of the Transaction Security created under the Dutch Security Agreement pursuant to the Dutch Securities Transfer Act (Wet op het giraal effectenverkeer).

Conversion

a copy of the constitutional documents of the Target after the change in its legal form and transfer of the registered office (statutaire zetel) (including (i) the deed of conversion including the current articles of association, and (ii) an up-to-date extract from the Dutch Trade Register evidencing such Conversion);

if applicable, a copy of a resolution of the relevant corporate body of the Target:

approving the terms of, and the transactions contemplated by, any Finance Documents to which it is a party and any other relevant document as requested by the Agent acting reasonably, and resolving that it performs the Finance Documents to which it is a party and any other relevant document following the Conversion;

authorising a specified person or persons to execute any Finance Documents and any other relevant document to which it shall become a party, on its behalf, following the Conversion; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it following the Conversion under or in connection with the Finance Documents and any other relevant document to which it is a party;

if applicable, a copy of a resolution of the board of supervisory directors (if any) and/or the general meeting of shareholders of the Target approving the terms of, and the transactions contemplated by, the Finance Documents and resolving that it performs the Finance Documents to which it is a party following the Conversion;

a certificate of an authorised signatory of the Borrower certifying that each document relating to it specified in this Clause 19.16 is correct, complete and in full force and effect as at a date no earlier than the Conversion Completion Date (which certificate shall include evidence that the person(s) who has signed the Finance Documents in relation to the Convention on behalf of the Target was duly authorised so to sign and specimen signature of such persons);

if applicable, a power of attorney authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Finance Documents;

any other document requested by a Lender to comply with any “know your customer” checks in relation to the Target; and

a legal and conversion opinion of the legal advisors to the Borrower in The Netherlands, in relation to the capacity and authority of the Target and the enforceability and validity of the Finance Documents under Dutch law and stating that the Conversion has taken place in accordance with Dutch law.

Undertakings in relation to Target Shares

The Borrower shall ensure that any Shares owned by it, at any time, are Pledged Shares.

The Borrower shall deliver to the Agent copies of any documents required and any documents as may be requested by the Agent acting reasonably (including, but not limited to, any necessary corporate resolutions from the Borrower or Target and any relevant legal opinions), for the taking, holding, protection or enforcement of the Transaction Security in form and substance satisfactory to the Agent acting reasonably (as may be necessary following, without limitation, the Delisting, the Deregistration, any Repatriation or any Conversion).

As long as the Deregistration has not occurred, in connection with any enforcement by the Finance Parties of the security interests created by the Security Documents over the Pledged Shares and upon the request of the Agent (acting on behalf of the Lenders), the Borrower shall procure that the Target makes all necessary filings (including, without limitation, with the SEC), issues any legal opinions requested by the Transfer Agent and takes all other actions necessary for such Pledged Shares to be resold by or on behalf of the Finance Parties pursuant to the Resale Registration Statement.

Margin Regulations

EVENTS OF DEFAULT

Non-payment

its failure to pay is caused by an administrative or technical error or a Disruption Event; and

payment is made within five Business Days of its due date.

Certain obligations

Other obligations

The Borrower or the Sponsor does not comply with any provision of the Finance Documents to which it is a party (other than those referred to in Clause 20.1 (Non-payment) and Clause 20.2 (Certain obligations)).

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) the Borrower or the Sponsor becoming aware of the failure to comply.

Misrepresentation

Any representation or statement made or deemed to be made by the Borrower or the Sponsor in the Finance Documents to which it is a party or any other document delivered by or on behalf of the Borrower or the Sponsor under or in connection with any Finance Document to which it is a party is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.

No Event of Default under paragraph (a) above will occur if the misrepresentation is capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) the Borrower or the Sponsor becoming aware of such misrepresentation.

Cross default

Any Financial Indebtedness of the Borrower or any of its Subsidiaries is not paid when due nor within any originally applicable grace period.

Any Financial Indebtedness of the Borrower or any of its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any Financial Indebtedness of the Borrower is cancelled or suspended by a creditor of the Borrower as a result of an event of default (however described).

Any creditor of the Borrower becomes entitled to declare any Financial Indebtedness of the Borrower due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 20.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than €1,000,000 (or its equivalent in any other currency or currencies).

Insolvency

The Borrower, any of its Subsidiaries or the Sponsor:

is unable or admits inability to pay its debts as they fall due, including without limitation, by giving notice to the Dutch tax authorities under Section 36(2) of the Dutch 1990 Tax Collection Act (Invorderingswet 1990);

suspends making payments on any of its debts; or

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding a Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

A moratorium is declared in respect of any indebtedness of the Borrower, any of its Subsidiaries or the Sponsor.

Insolvency proceedings

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower, any of its Subsidiaries or the Sponsor;

a composition, compromise, assignment or arrangement with any creditor of the Borrower, any of its Subsidiaries or the Sponsor;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Borrower, any of its Subsidiaries or the Sponsor, or any of their assets;

enforcement of any Security over any assets of the Borrower, any of its Subsidiaries or the Sponsor having an aggregate value in excess of €1,000,000 (or its equivalent in any other currency or currencies);

the filing of an involuntary proceeding in a court of competent jurisdiction in the US seeking relief under US Bankruptcy Law in respect of the Borrower or any of its Subsidiaries and either such proceeding shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered or the Borrower shall consent to the institution of, or fail to contest in a timely and appropriate manner, any such involuntary proceeding; or

the filing of a voluntary petition by the Borrower or any of its Subsidiaries under US Bankruptcy Law,

Creditors’ process

Change of Control

Unlawfulness

Security

Any Finance Document is not in full force and effect, does not create valid, binding and enforceable obligations of the Borrower or the Sponsor which is a party thereto or, in the case of any Transaction Security Document, does not create in favour of the Finance Party the Security which it is expressed to create with the ranking and priority it is expressed to have.

Any party gives notice to rescind, cancel or terminate the Transfer Agent Agreement (other than in case of Repatriation of all Shares).

Any party to the Transfer Agent Agreement breaches any of its terms relating to the transfer of any Pledged Shares out of the Securities Account, except in respect of the Transfer Agent Agreement only in accordance with Clause 19.16 (Repatriation), or otherwise breaches any of their material terms.

No Event of Default will occur under paragraphs (b) or (c) of this Clause 20.11 above in respect of a notice to rescind, cancel or terminate given by or a breach by, the Transfer Agent, if, within 30 days, the Borrower has replaced the Transfer Agent with another entity satisfactory to the Agent (acting on the instructions of all the Lenders), (and such entity has entered into an equivalent transfer agent agreement and other equivalent documents in relation to the US Security Agreement and any corresponding changes have been made to the Finance Documents, in each case, in form and substance satisfactory to the Agent (acting on the instructions at the Majority Lenders)) on or before that date.

Ownership of assets

Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or dispute are commenced by or against the Borrower or the Sponsor which has or could reasonably be expected to have a Material Adverse Effect.

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or dispute, for a claim of an aggregate amount of at least €100,000,000, are commenced by or against any of the Borrower’s Subsidiaries which has a Material Adverse Effect.

Immunity

Management Company

Distributions by the Sponsor

Sponsor’s Net Asset Value

Sponsor’s Financial Indebtedness

Sponsor’s Security

Acceleration

cancel the Available Commitment of each Lender at which time each such Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available for further utilisation;

declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;

exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

CHANGES TO THE LENDERS

Transfers by the Lenders

Subject to this Clause 21, a Lender (the “Existing Lender”) may transfer any of its rights (including such as relate to that Lender’s participation in each Loan) and obligations, to another bank or financial institution or to a trust, fund, any insurance or re-insurance company or other entity which is generally engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

The consent of the Finance Parties is hereby given to a transfer by an Existing Lender to a New Lender.

Conditions of transfer

The consent of the Borrower is required for a transfer by an Existing Lender, provided that, the Borrower hereby consents to a transfer:

to another Lender or an Affiliate of a Lender which has the same long term debt credit rating by Moody’s or by S&P as that of the relevant Lender; or

to a special purpose vehicle set up by a Lender or Affiliate of a Lender (which has the same long term debt credit rating by Moody’s or by S&P as that of the relevant Lender) where Security over securities issued by such special purpose vehicle is to be created in favour of a federal reserve or central bank (including, for the avoidance of doubt, the European Central Bank); or

made at a time when an Event of Default has occurred and is continuing.

No Lender shall, at any time (excluding, for the avoidance of doubt, at a time when an Event of Default has occurred and is continuing), transfer its rights and obligations (as applicable) in respect of the Facility without the Borrower’s consent to any person who is a (i) Distressed Debt Fund, (ii) Hedge Fund or (iii) Competitor.

The consent of the Borrower to a transfer must not be unreasonably withheld or delayed. Other than with respect to a contemplated transfer (excluding, for the avoidance of doubt, a transfer made at a time when an Event of Default has occurred and is continuing) to any person who is a (i) Distressed Debt Fund, (ii) Hedge Fund or (iii) Competitor, the Borrower will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

A transfer will only be effective if the procedure set out in Clause 21.5 (Procedure for transfer) is complied with.

If:

a Lender transfers any of its rights and/or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross up and indemnities) or Clause 13 (Increased Costs),

Each New Lender, by executing the relevant Transfer Agreement, 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 transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Nothing in Clause 21.1 (Transfers by the Lenders) shall prohibit a New Lender, an Existing Lender or an Affiliate of the Existing Lender from entering into (whether directly or indirectly) any sub-participation or similar transaction in relation to, or any other transaction under which payments are to be made or may be made by reference to, this Agreement and/or the Borrower (including credit protection and/or derivative transactions, howsoever described), in each case without the consent of the Borrower.

The New Lender may, in the case of a transfer of rights and/or obligations by the Existing Lender pursuant to paragraph (a) above, if it considers it necessary to make the transfer effective as against the Borrower, arrange for it to be notified to or acknowledged by such Borrower in accordance with article 1324 of the French Code civil.

Transfer fee

Limitation of responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security Documents or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document or the Transaction Security Documents; and

will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer from a New Lender of any of the rights and obligations transferred under this Clause 21; or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

Procedure for transfer

Subject to the conditions set out in Clause 21.2 (Conditions of transfer) a transfer of rights and/or obligations is effected as against the Existing Lender, the New Lender, the Agent and the other Finance Parties in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement.

The Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

Subject to Clause 21.8 (Pro rata interest settlement), as from the Transfer Date: