Dated 14 June 2024 SES Arranged by and USD 1,000,000,000 FACILITY AGREEMENT

1.

Definitions and Interpretation

2.

The Facility

3.

Purpose

4.

Conditions of Utilisation

5.

Utilisation

6.

Repayment

7.

Prepayment and Cancellation

8.

Interest

9.

Interest Periods

10.

Changes to the Calculation of Interest

11.

Fees

12.

Tax Gross Up and Indemnities

13.

Increased Costs

14.

Other Indemnities

15.

Mitigation by the Lenders

16.

Costs and Expenses

17.

Guarantee and Indemnity

18.

Representations

19.

Information Undertakings

20.

General Undertakings

21.

Events of Default

22.

Changes to the Lenders

23.

Changes to the Obligors

24.

Role of the Agent and the Arrangers

25.

Conduct of Business by the Finance Parties

26.

Sharing among the Finance Parties

27.

Payment Mechanics

28.

Set-Off

29.

Notices

30.

Calculations and Certificates

31.

Partial Invalidity

32.

Remedies and Waivers

33.

Amendments and Waivers

34.

Confidentiality

35.

Confidentiality of Funding Rates

36.

Counterparts

37.

Governing Law

38.

Contractual Recognition of Bail-In

39.

Enforcement

40.

USA Patriot Act

41.

Confirmation Concerning Money Laundering

Schedule 1 The Original Parties

Part 1 The Original Guarantors

Part 2 The Original Lenders

Schedule 2 Conditions Precedent

Part 1 Conditions Precedent To Signing this Agreement

Part 2 Conditions Precedent to first Utilisation

Part 3 Conditions Precedent required to be delivered by an Additional Guarantor

Schedule 3 Requests

Part 1 Utilisation Request

Part 2 Selection Notice

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Accession Letter

Schedule 7 Form of Resignation Letter

Schedule 8 Existing Security

Schedule 9 LMA Form of Confidentiality Undertaking

Schedule 10 Timetables

Schedule 11 Form of Increase Confirmation

Schedule 12 Existing Indebtedness of SES Americas

Schedule 13 Pre-Approved Lender List

SES a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg and having its registered office at Château de Betzdorf, L-6815, Betzdorf, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B81267 (the “Company”);

THE COMPANY as original borrower (the “Borrower”);

THE SUBSIDIARIES of the Company listed in Part 1 (The Original Guarantors) of Schedule 1 (The Original Parties) and THE COMPANY as original guarantors (the “Original Guarantors”);

[***], as mandated lead arrangers (in this capacity, whether acting individually or together, the “Mandated Lead Arrangers”);

[***], as arrangers (in this capacity, whether acting individually or together, the “Joint Arrangers”);

[***] and [***] as bookrunners (in this capacity, whether acting individually or together, the “Bookrunners” and together with the Mandated Lead Arrangers and Joint Arrangers, the “Arrangers”);

THE FINANCIAL INSTITUTIONS listed in Part 2 (The Original Lenders) of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”); and

[***]. as agent of the other Finance Parties (as defined below) (the “Agent”).

Definitions and Interpretation

Definitions

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or Fitch or A3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or

any other bank or financial institution approved by the Agent.

a Saturday or a Sunday; and

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

the amount of its participation in any outstanding Loans; and

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

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

in relation to the United Kingdom, the UK Bail-In Legislation; and

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

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

the amount which that ▇▇▇▇▇▇ 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 for payment or purchase of an amount relating to a Loan or Unpaid Sum; or

the fixing of an interest rate in relation to a Loan or Unpaid Sum, which is an Additional Business Day relating to that Loan or Unpaid Sum.

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

if that target is not a single figure, the arithmetic mean of:

the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

the lower bound of that target range.

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitments transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement.

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

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or

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

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

which has failed to make its participation in a Loan available (or has notified the Agent or the Company (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);

which has otherwise rescinded or repudiated a Finance Document; 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 three 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.

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,

an event specified as a “Reportable Event” under Section 4043(e) of ERISA or any related regulations, other than an event in relation to which the requirement to give notice of that event is waived by any regulation or other applicable guidance:

the failure with respect to any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code), whether or not waived;

the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of any request for a minimum funding variance with respect to any Plan;

the filing under Section 4041 (c) of ERISA of a notice of intent to terminate any Plan;

the termination of any Plan under Section 4041 (c) of ERISA;

the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Plan;

the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan;

a determination that any Plan is, or is expected to be, in at-risk status (as defined in Section 303(i)(4) of ERISA);

the receipt by any Obligor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Obligor or any ERISA Affiliate of any notice, concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Section 4245 of ERISA; or that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA); or

engagement in a non-exempt material prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) with respect to any Plan.

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

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

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

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

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

moneys borrowed;

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

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

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a lease liability on the balance sheet of the Company (including without limitation any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease and/or a finance 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) required by GAAP to be shown as a borrowing in the consolidated balance sheet of the Company;

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 shall be taken into account);

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

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

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;

the Agent otherwise rescinds or repudiates a Finance Document;

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

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

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 30 days of the institution or presentation thereof;

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

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 30 days thereafter;

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

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

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

the applicable Primary Term Rate for the shortest period (for which that Primary Term Rate is available) which exceeds the Interest Period of that Loan, each as of the Quotation Time.

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 2.2(Increase) or Clause 22 (Changes to the Lenders),

Clause 20.4 (Negative Pledge);

Clause 20.6 (Disposals);

Clause 20.7 (Change of Business);

Clause 20.8 (Merger);

Clause 20.10 (Acquisitions);

Clause 20.11 (Loans and Credit); or

Clause 20.12 (No Guarantees and Indemnities),

Clause 21.1 (Non-Payment);

Clause 21.2 (Other Obligations) in relation to a Major ▇▇▇▇▇▇;

Clause 21.3 (Misrepresentation) insofar as it relates to a breach of any Major Representation;

Clause 21.5 (Insolvency), Clause 21.6 (Insolvency Proceedings) or Clause 21.7 (Creditors’ Process);

Clause 21.10 (Unlawfulness) (provided that, for the purpose of a “Major Default” only, the reference in Clause 21.10 (Unlawfulness) to “obligations” shall be read as “material obligations”); or (f) Clause 21.11 (Repudiation),

Clause 18.1 (Status);

Clause 18.2 (Binding Obligations)

Clause 18.3 (Non-Conflict with other Obligations) in respect of paragraphs (a) and (b) only of such provision;

Clause 18.4 (Power and Authority); or

Clause 18.22 (Sanctions) in respect of sub-paragraph (a) of such provision and only in respect of itself as a corporate entity.

the Term Reference Rate; and

the Credit Adjustment Spread.

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

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

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

the Acquisition;

any acquisition or investment made in the ordinary course of business;

an acquisition of a company or undertaking (in whole or in part) whose business is identical, substantially similar or related to that of the Company or the Group (as the case may be); or

any other acquisition or investment approved by the Majority Lenders.

any guarantee granted by a member of the Group to or in respect of another member of the Group;

any guarantee or indemnity granted by a member of the Group in connection with a Permitted Acquisition;

any guarantee granted by a member of the Group in respect of a Permitted Joint Venture;

the endorsement of negotiable instruments in the ordinary course of business;

any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of business;

any other guarantee permitted under Clause 20.5 (Financial Indebtedness), the outstanding amount of which does not exceed €[***]or its equivalent at any time when aggregated with the amount of any indebtedness permitted under subparagraph (e) of the definition of Permitted Loan.

there is an economic interest in such Joint Venture; and

the amount invested is substantially proportionate to the economic interest held by the relevant member of the Group making the investment in that Joint Venture.

any loan granted by a member of the Group to another member of the Group;

any loan granted by a member of the Group in respect of a Permitted Joint Venture;

any trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its business activities;

any credit balances, amounts on deposit or short-term investments with any Acceptable Bank; or

any other loan permitted under Clause 20.5 (Financial Indebtedness), the outstanding amount of which does not exceed €[***]or its equivalent at any time when aggregated with the amount of any guarantee permitted under subparagraph (f) of the definition of Permitted Guarantee.

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Security or other transaction arising, under the Finance Documents;

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

the solvent liquidation or reorganisation of SES Americas (including while it is Guarantor) so long as:

any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group;

no Default has occurred and is continuing;

SES Americas is not a borrower of any Loan; and

Clause 20.5 (Financial Indebtedness) remains complied with immediately following such solvent liquidation or reorganisation; or

transactions conducted in the ordinary course of business on arm’s length terms other than:

any sale, lease, license, transfer or other disposal; or

the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness.

for the purposes of determining the deadline for Lenders to report market disruption in accordance with Clause 10.2 (Market disruption), close of business in London on the Reporting Day for the relevant Loan; and

for the purposes of determining the deadline for Lenders to report their cost of funds in accordance with Clause 10.3 (Cost of funds), close of business on the date falling two Business Days after the Reporting Day for the relevant Loan (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Loan).

listed on, or owned or controlled by any person listed on, a Sanctions List, or to the best of the Company’s knowledge, otherwise targeted by the provisions of, any Sanctions;

which is a government of a Sanctioned Country, or an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country;

resident in, located in, operating from or incorporated under the laws of, a Sanctioned Country; or

to the best of the Company’s knowledge, with which any Finance Party is prohibited from dealing or otherwise engaging in any transaction by any Sanctions.

the Primary Term Rate as of the Quotation Time for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 10.1 (Interest calculation if no Primary Term Rate).

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

an Obligor which is a United States person within the meaning of section 7701(a)(30) of the Code;

a borrower or the Borrower in respect of a US Indirect Loan; or

an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.

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

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

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

in relation to any UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of

in relation to any other applicable Bail-In Legislation:

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

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

Construction

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

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

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent (acting on the instructions of the Majority Lenders);

“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 ▇▇▇▇▇▇ 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 “group of Lenders” includes all the Lenders;

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

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

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

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

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

a time of day is a reference to London time.

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

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

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

A Default 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,

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Currency Symbols and Definitions

Luxembourg Terms

an “attachment” or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie arrêt);

“winding-up”, “administration” or “dissolution” includes, without limitation, bankruptcy (faillite), insolvency, liquidation, moratorium or reprieve from payment (sursis de paiement), judicial reorganisation (réorganisation judiciaire), administrative dissolution without liquidation (liquidation administrative sans liquidation), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

a “receiver”, “administrative receiver”, “administrator”, “trustee”, “custodian”, “conservator” or “similar officer” includes, without limitation, a juge délégué, commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur;

a “lien” or “security interest” includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

a “guarantee” includes any guarantee which is independent from the debt to which it relates and any suretyship (cautionnement) within the meaning of Articles 2011 and seq. of the civil code (Code Civil) of Luxembourg, as amended (the “Luxembourg Civil Code”)

a “matured obligation” includes without limitation, an obligation certaine, liquid et exigible;

a “merger” includes any fusion implemented in accordance with Articles 1020-1 seq. of the Luxembourg law on commercial companies dated 10 August 1915, as amended from time to time (the “Luxembourg Company Law”) and transfer of all assets and liabilities (transfert d’universalité) implemented in accordance with Articles 1040-1 et seq. of the Luxembourg Company Law;

a person being “unable to pay its debts” includes that person being in a state of cessation de paiements;

“by-laws” or “constitutional documents” includes its up-to-date (restated) articles of association (statuts coordonnés); and

a “director”, “officer” or “manager” includes a gérant or an administrateur.

Third Party Rights

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

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

Divisions

Acknowledgement Regarding any Supported QFCs

in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply to such Supported QFC or any QFC Credit

as used in this Clause 1.7, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party;

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

The Facility

The Facility

Increase

The Company may by giving prior notice to the Agent after the effective date of a cancellation of:

the Available Commitments of a Defaulting Lender in accordance with Clause 7.7 (Right of Cancellation in Relation to a Defaulting Lender); or

the Commitments of a Lender in accordance with:

Clause 7.1 (Illegality); or

paragraph (a) of Clause 7.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender),

the increased Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) (each of which shall not be a member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

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

any increase in the Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender.

The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

The Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase 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 assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify the Company and the Increase Lender upon being so satisfied.

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

The Company shall, within 10 days of receipt by it of a copy of the relevant invoice, pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred in connection with any increase in Commitments under this Clause 2.2.

Unless the Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 22.4 (Assignment or Transfer Fee) if the increase was a transfer pursuant to Clause 22.6 (Procedure for Transfer) and if the Increase Lender was a New Lender.

The Company may pay to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a letter between the Company and the Increase Lender setting out that fee. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph.

Neither the Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

The Agent shall notify the Lenders promptly in writing of the new Commitments following any increase in Commitments made pursuant to this Clause 2.2.

Clause 22.5 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

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

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

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

Finance Parties’ Rights and Obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor 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 an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

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

financing all or part of the purchase price of the Acquisition;

financing the payment of fees, costs and expenses payable or incurred by any member of the Group in connection with the Acquisition and the Finance Documents; and

refinancing existing indebtedness of the Target Group (including any related fees, costs and expenses of such refinancing).

Monitoring

Conditions of Utilisation

Initial Conditions Precedent

The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 and Part 2 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent (acting on the instructions of the Majority Lenders). The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Further Conditions Precedent

on the date of the Utilisation Request in relation to a Loan other than one to which Clause 4.4 (Utilisations during the Certain Funds Period) applies and on the proposed Utilisation Date:

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

the Repeating Representations to be made by each Obligor are true in all material respects; and

in relation to the first Loan requested, Completion has occurred or will occur on the proposed Utilisation Date of that Loan.

Maximum Number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Loan there would be more than [***] Loans outstanding.

The Borrower or the Company may not request that a Loan be divided if, as a result of the proposed division, the limits contained in paragraph (a) above would be exceeded.

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 (▇▇▇▇▇▇▇’ participation) in relation to a Certain Funds Utilisation 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 Loan; and

all the Major Representations are true 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 to Clause 7.1 (Illegality) and Clause 7.2 (Change of Control)), 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 Utilisation;

rescind, terminate or cancel this Agreement or the Facility 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 Utilisation;

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

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

Utilisation

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

it specifies the bank account details pursuant to which the Agent shall credit the proceeds of the Loan;

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

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

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

Subject to paragraph (c) below, only one Loan may be requested in each Utilisation Request.

Multiple Loans may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date.

Currency and Amount

The currency specified in a Utilisation Request must be USD.

The amount of the proposed Loan must:

be a minimum of $[***]and an integral multiple of $[***] or if less, the Available Facility; and

in any event, 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, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 27.1 (Payments to the Agent) by the Specified Time.

Cancellation of Commitment

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

The Total Commitments will be automatically cancelled in full on the date on which the Company determines and notifies the Agent in writing (which notification shall be provided as soon as reasonably practicable after making such determination) that the Acquisition Agreement has been validly and conclusively terminated prior to Completion in accordance with its terms (and no new, amended or replacement Acquisition Agreement is entered into within 10 Business Days).

The Company will promptly notify the Agent in writing if:

it has definitively repudiated or otherwise terminated the Acquisition Agreement;

the Vendor has definitively repudiated or otherwise terminated the Acquisition Agreement; or

either party to the Acquisition Agreement threatens or notifies the other party of its intention to repudiate or terminate the Acquisition Agreement.

Repayment

Repayment of Loans

The Borrower shall repay the aggregate Loans in instalments by repaying on each Repayment Date an amount which reduces the amount of the outstanding aggregate Loans by $[***].

Without prejudice to paragraph (a) above, the Borrower shall repay all outstanding aggregate Loans in full on the Termination Date.

If, in relation to a Repayment Date, the aggregate amount of the Loans made to the Borrower exceeds the Repayment Instalment to be repaid by the Borrower, the Company may, if it gives the Agent not less than five Business Days’ prior notice, select which of those Loans will be wholly or partially repaid so that such Repayment Instalment is repaid on the relevant Repayment Date in full. The Company may not make a selection if as a result more than one Loan will be partially repaid.

If the Company fails to deliver a notice to the Agent in accordance with paragraph (c) above, the Agent shall select the Loans to be wholly or partially repaid.

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

Effect of cancellation and prepayment on scheduled repayments and reductions

If the Company cancels the whole or any part of any Available Commitment in accordance with Clause 7.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender) or 7.7 (Right of Cancellation in Relation to a Defaulting Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality), Clause 7.2 (Change of Control) or Clause 7.3 (Government of Luxembourg) then (other than, in any relevant case, to the extent that any part of the relevant Available Commitment(s) so cancelled is subsequently reinstated through an increase made pursuant to Clause 2.2 (Increase)), the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

If the Company cancels the whole or any part of any Available Commitment in accordance with Clause 7.4 (Voluntary Cancellation) or if the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitment), then the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

If any Loan is repaid or prepaid in accordance with Clause 7.1 (Illegality), Clause 7.2 (Change of Control) or Clause 7.3 (Government of Luxembourg) then, other than, in relation to Clause 7.1 (Illegality), to the extent that any part of the relevant Commitment is subsequently reinstated through an increase pursuant to Clause 2.2 (Increase), the amount of the Repayment Instalment for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

If any Loan is prepaid in accordance with Clause 7.5 (Voluntary prepayment) or Clause 7.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), then, other than, in relation to Clause 7.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), to the extent that any part of the relevant Commitment is subsequently reinstated through an increase pursuant to Clause 2.2 (Increase), the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce pro rata by the amount of the Loan prepaid.

Prepayment and Cancellation

Illegality

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

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

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.6 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender) the Borrower shall repay that ▇▇▇▇▇▇’s participation in the Loans made to the Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company 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 ▇▇▇▇▇▇’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

Change of Control

If there is a change of control of the Company, the Company shall promptly notify the Agent upon becoming aware of that event.

Immediately following any notification of the Company in accordance with paragraph (a) above, the Company and the Lenders shall enter into negotiations (for a period of not more than 30 days) (the “Consultation Period”) with a view to agreeing whether, and, if so, how and on what terms the Facility should continue.

If, at the end of the Consultation Period, agreement has not been reached, any Lender may by notice to the Company immediately cancel its Available Commitments and/or declare its outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable on the date falling not less than 10 days after the Lender’s notification to the Company.

For these purposes:

directly or indirectly gains control of the Company; or

acquires directly or indirectly:

more than 50 per cent. of the entire issued or allotted ordinary share capital of the Company; or

50 per cent. or more of the voting rights normally exercisable at a general meeting of the Company,

Government of Luxembourg

within 120 days of such Termination Event the long term senior unsecured credit rating of the Company assigned by either S&P or Moody’s is downgraded by one or more notches; and

in making the relevant decision referred to in paragraph (a) above, the relevant Rating Agency announces publicly or confirms in writing to the Company that such decision resulted, in whole or in part, from the occurrence of the Termination Event, then:

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

for a period of not more than 30 days following the notification the Company and the Lenders shall enter into negotiations to agree whether, and if so, how and on what terms the Facility should continue; and

if at the end of the period referred to in paragraph (b)(ii) above, agreement has not been reached any Lender may by notice of the Company immediately cancel its Commitments and/or declare its outstanding Loan(s), together with accrued interest, and all other amounts accrued under the Finance Documents due and payable on the date falling 10 days after the Lender’s notification to the Company.

Voluntary Cancellation

Voluntary prepayment

Right of Replacement or Repayment and Cancellation in Relation to a Single Lender (a) If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax Gross-Up); or

any Lender claims indemnification from the Company under Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs),

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

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above, (or, if earlier, the date specified by the Company in that notice), the Borrower shall repay that ▇▇▇▇▇▇’s participation in that Loan and that ▇▇▇▇▇▇’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

The Company may, in the circumstances set out in paragraph (a) above, on two Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution (which shall not be a member of the Group) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 22 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such ▇▇▇▇▇▇’s participation in the outstanding Loans and all accrued interest (to the extent the Agent has not given a notification under Clause 22.10 (Pro rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

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

the Company shall have no right to replace the Agent;

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

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

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

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

Right of Cancellation in Relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of each Available Commitment of that Lender.

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall be immediately be reduced to zero.

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

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.

No Borrower may 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.

Subject to Clause 2.2(Increase), 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 Company or the affected Lender, as appropriate.

If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further Conditions Precedent)) an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Interest

Calculation of Interest

applicable Margin;

applicable Term Reference Rate; and

Credit Adjustment Spread,

Payment of Interest

Margin

In this Clause 8.3, “Relevant Rating” means the long-term senior unsecured credit rating of the Company published by the Rating Agencies.

Subject to the other provisions of this Clause 8.3, the Margin for each Loan will be the percentage per annum determined by reference to the Relevant Rating of the Company set out below in the second column opposite that relevant rating:

The Company must promptly notify the Agent of any notification to it by a Rating Agency of a change in the Relevant Rating. If the Relevant Rating given to the Company by the Rating Agencies is split, the applicable Margin will be the average of the Margins applicable to the Relevant Ratings as set out in the table in paragraph (b) above.

Any change in the Margin will, subject to paragraphs (e) and (f) below, apply to each Loan made, or (if outstanding) from the date on which the change in a Relevant Rating was first published.

During any period in which only one Relevant Rating is provided, the Margin shall be calculated on the basis of that Relevant Rating.

For so long as:

an Event of Default is outstanding; or

no Relevant Rating is available from the Rating Agencies, the Margin will be the highest applicable rate, being [***] per cent. per annum.

Default Interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is [***] 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 8.4 shall be immediately payable by the Obligor 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 [***] per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

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

Notification of Rates of Interest

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest relating to a Loan.

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

This Clause 8.5 shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Interest Periods

Selection of Interest Periods

The Borrower (or the Company on behalf of 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.

Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower (or the Company on its behalf) to which that Loan was made not later than the Specified Time.

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

Subject to this Clause 9, the Borrower (or the Company) may select an Interest Period of one or three Months or of any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan. In addition, the Borrower may select an Interest Period of less than one Month, if necessary to ensure that there are Loans (with an aggregate amount equal to or greater than the Repayment Instalment) which have an Interest Period ending on a Repayment Date for the Borrower to make the Repayment Instalment due on that date.

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.

No Interest Period for a Loan or Unpaid Sum shall be longer than six Months.

Changes to Interest Periods

Prior to the earlier of:

the Agent determining the interest rate for a Loan; and

the first day of an Interest Period for a Loan,

If the Agent makes any change to an Interest Period referred to in this Clause 9.2, it shall promptly notify the Company and the Lenders.

Non-Business Days

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).

Consolidation and division of Loans

Subject to paragraph (b) below, if two or more Interest Periods:

relate to Loans in the same currency made to the Borrower; and

end on the same date,

Subject to Clause 4.3 (Maximum Number of Loans) and Clause 5.3 (Currency and Amount), if the Borrower (or the Company on its behalf) 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 in the amounts specified in that Selection Notice, being an aggregate amount equal to the amount of the Loan immediately before its division.

Changes to the Calculation of Interest

Interest calculation if no Primary Term Rate

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

Central Bank Rate: If paragraph (a) above applies but no Interpolated Primary Term Rate is available for the Interest Period of that Loan, then the applicable Term Reference Rate shall be the percentage rate per annum which is the Central Bank Rate for the Quotation Day.

Cost of funds: If paragraph (b) above applies but it is not possible to calculate the Central Bank Rate then 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 to a Loan for an Interest Period, then Clause 10.1 (Interest Calculation if no Primary Term Rate) shall not apply to that Loan for that Interest Period and 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:

[***]; and

[***].

If this Clause 10.3 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 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 Company, be binding on all Parties.

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

a Lender’s Funding Rate is less than the relevant Market Disruption Rate; or

a Lender does not notify a rate to the Agent by the relevant Reporting Time,

Subject to paragraph (d) above if this Clause 10.3 applies but any Lender does not notify a rate to the Agent by the Reporting Time for the relevant Loan the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

Notification to Company

Break Costs

If an amount is specified as Break Costs for a Loan or Unpaid Sum, the Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day prior to 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 become, or may become, payable.

Fees

Ticking Fee

In this Clause 11.1:

The Company will cause to be paid to the Agent (for the account of the Lenders pro rata to their respective Available Proportion) a ticking fee computed at the rate of (each such fee, a “Ticking Fee”):

[***];

[***];

[***]; and

[***].

The accrued Ticking Fee is payable on the last day of each successive period of three Months which ends during the Availability Period and 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 (each such payment date, a “Ticking Fee Date”).

Participation Fee

Funding Fee

Agency Fee

Tax Gross Up and Indemnities

Definitions

In this Agreement:

entitled to receive interest, free of any withholding or deduction for or on account of Tax imposed by Luxembourg; or (ii) a Luxembourg Treaty Lender.

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

does not carry on a business in Luxembourg through a permanent establishment with which that ▇▇▇▇▇▇’s participation in the Loan is effectively connected; and

fulfils any other conditions which must be fulfilled under the Luxembourg Treaty by residents of that Luxembourg Treaty State for such residents to obtain full exemption from taxation on interest imposed by Luxembourg on interest payable to them in respect of an advance under a Finance Document, subject to the completion of any necessary procedural formalities.

an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, that either: (A) includes a claim for an exemption from or reduction of US withholding tax under an applicable income tax treaty, with Part II of such W-8BEN (or Part III of such W-8BEN-E, as applicable) completed, or (B) if such claim for exemption is based on the “portfolio interest exemption” is accompanied by a certificate representing that such Lender or the Agent, as applicable, is not described in Section 871(h)(3) or Section 881(c)(3) of the Code;

an IRS Form W-8ECI;

an IRS Form W-9; or

any other IRS form establishing an exemption from withholding of US federal income tax on payments to that person under 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

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

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall promptly 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 promptly notify the Company and that Obligor.

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required, provided that an Obligor will not be required to increase the amount payable with respect to any Tax Deduction to the extent such Tax Deduction is applicable to any payment to such Lender on the date of this Agreement (or, if later, the date such Lender accedes to this Agreement).

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

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

the relevant Lender is a Luxembourg Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below and has completed all necessary procedural formalities required under the laws of Luxembourg to receive such interest without a Tax Deduction pursuant to the relevant Luxembourg Treaty.

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

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the relevant Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

A Luxembourg Treaty Lender must cooperate with the relevant Obligor by using reasonable endeavours to complete any procedural formalities necessary for the relevant Obligor to obtain authorisation to make that payment without any Tax Deduction.

Tax Indemnity

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

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax Gross-Up);

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

(for the avoidance of doubt) is compensated for by Clause 12.5 (Stamp Taxes) (or would have been so compensated for under that Clause but was not so compensated solely because any of the exceptions set out therein applied); or

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

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

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

Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines (in its reasonable discretion) that:

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

that Finance Party has obtained and utilised that Tax Credit,

If any Finance Party makes any payment to an Obligor or the Borrower pursuant to paragraph (i) above and such Finance Party subsequently determines that the Tax Credit in respect of which such payment was made was not available or has been withdrawn or that it was unable to utilise such Tax Credit in full, such Obligor shall reimburse such Finance Party such amount of the payment received as such Finance Party determines is necessary to place it in the same after-tax position as it would have been in if such Tax Credit had been obtained and fully utilised (without subsequent withdrawal or unavailability) by such Finance Party.

Stamp Taxes

Lender status confirmation

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the documentation which it executes on becoming a Party as Lender and for the benefit of the Agent and without liability to any Obligor, upon a written request of the Agent or the Company and subject to the Borrower confirming its jurisdiction of tax residency, which of the following categories it falls in:

not a Luxembourg Qualifying Lender;

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

a Luxembourg Treaty Lender.

If such Lender fails to indicate its status in accordance with this Clause 12.6 then that Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Luxembourg Qualifying Lender or a Luxembourg Treaty Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the relevant Obligor). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 12.6.

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, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

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

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

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

Where a Finance Document requires any Party to reimburse a Finance Party for any cost or expense, that Party shall reimburse (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 neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

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

US Tax Forms

In this Clause “United States person” has the meaning given to it in Section 7701(a)(30) of the Code.

With respect to payments made by or in respect of a US Tax Obligor, each Lender and the Agent shall supply to the relevant Obligor a properly completed and executed applicable US Tax Form and will supply additional US Tax Forms upon a reasonable time following a written request by that Obligor, in each case, to the extent such Lender or the Agent, as applicable, is legally entitled to do so. A Lender or the Agent, as applicable, shall promptly notify the Agent and such Obligor if any US Tax Form previously provided by such Lender or the Agent, as applicable, has become invalid or incorrect, and shall provide a replacement US Tax Form to the Agent and such Obligor to the extent such Lender or the Agent, as applicable, is legally entitled to do so.

FATCA Information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party; and

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

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

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

FATCA Deduction

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

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

Increased Costs

Increased Costs

Subject to Clause 13.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

compliance with any law or regulation, in each case made after the date of this Agreement; or

the implementation or application of, or compliance with, Basel III or any law or regulation which implements Basel III, CRR or CRD IV.

In this Agreement:

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as complemented and amended by “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, each as further amended, supplemented or restated from time to time;

the rules for global systemically important banks contained in “Global systemically important banks: updated assessment methodology and the higher loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in July 2013, as amended, supplemented or restated from time to time; and

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

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

an additional or increased cost; or

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

Increased Cost Claims

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

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount and basis of calculation of its Increased Costs showing the calculations thereof in reasonable detail provided that no Finance Party shall be required to disclose anything which may be confidential or proprietary in nature or which is price-sensitive in relation to listed shares or other instruments issued by that Finance Party or any of its Affiliates.

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 an Obligor;

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

compensated for by Clause 12.3 (Tax Indemnity), Clause 12.5 (Stamp Taxes) or Clause 12.7 (VAT) (or would have been compensated for under Clause 12.3 (Tax Indemnity), Clause 12.5 (Stamp Taxes) or Clause 12.7 (VAT) but was not so compensated solely because any of the exclusions in those Clauses applied);

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

attributable to any day more than three Months before the first date on which the relevant Finance Party had (or, if earlier, could reasonably be expected to have) sufficient details of the relevant Increased Cost to enable it to calculate its amount; or

attributable to the implementation of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in a form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance party or any of its Affiliates).

In this Clause 13.3, a 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 an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

making or filing a claim or proof against that Obligor;

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

Each Obligor 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 Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan 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); or

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

The Company shall, within 10 Business Days of demand, 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 subject to Clause 1.5 (Third Party Rights) and the provisions of the Third Parties Act.

If indemnification is sought from the Company under sub-paragraph (b)(i) above, upon a senior officer, senior director or senior employee of the relevant Finance Party with knowledge of the Facility becoming aware of such intention, the relevant Finance Party shall notify the Company in writing within a reasonable period of time (taking into account any potential cost, loss or liability being the subject of any indemnity under sub-paragraph (b)(i) above).

Following any notification under sub-paragraph (b)(ii) above, the relevant Finance Party shall, where any such consultation would not be reasonably expected to materially prejudice the relevant Finance Party’s interests, consult with the Company (A) with respect to the conduct of the relevant action, claim, investigation or proceeding, and (B) prior to settling any action, claim, investigation or proceeding. Any required response to communication from the Company in connection with, or as part of any consultation shall not be unreasonably withheld or delayed.

No Finance Party shall be required to comply with the provisions of subparagraph (b)(ii) and/or sub-paragraph (b)(iii) above to the extent that any such action is not permitted by law, such Finance Party is not lawfully permitted to make any such notification, engage in any such consultation or disclose any such information or to the extent that such action would breach legal professional privilege or would be reasonably likely to prejudice the relevant Finance Party in respect of any action, claim, investigation or proceeding with respect to the Company.

The Company shall keep all information and communications provided by any Finance Party pursuant to sub-paragraph (b)(ii) and/or sub-paragraph (b)(iii) above strictly confidential and shall not disclose any such information or communications to any person (other than its legal counsel or to the extent required by applicable law or regulation) without the prior consent of the relevant Finance Party.

Indemnity to the Agent

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.

Mitigation by the Lenders

Mitigation

Each Finance Party shall, in consultation with the Company, 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 any Obligor under the Finance Documents.

Limitation of Liability

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

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

Costs and Expenses

Transaction Expenses

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

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

Amendment Costs

Enforcement Costs

Guarantee and Indemnity

Guarantee and Indemnity

guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s obligations under the Finance Documents;

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

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing Guarantee

Reinstatement

Waiver of Defences

any time, waiver or consent granted to, or composition with, any Obligor or other person;

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings.

Immediate Recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 17.

Deferral of Guarantors’ Rights

to be indemnified by an Obligor;

to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and Indemnity);

to exercise any right of set-off against any Obligor; and/or

to claim or prove as a creditor of any Obligor in competition with any Finance Party.

Release of Guarantors’ Right of Contribution

that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

Additional Security

Limitations

Limitations in respect of U.S. Guarantor (a)

Each initial U.S. Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents.

Anything herein or in any other Finance Document to the contrary notwithstanding, the maximum liability of each U.S. Guarantor hereunder and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such U.S. Guarantor under applicable law, including applicable federal and state law relating to the insolvency of debtors.

The U.S. Guarantor represents and warrants to each Finance Party that it is solvent.

Each representation and warranty in this Clause 17.11:

is made by the U.S. Guarantor on the date of this Agreement;

is deemed to be repeated by:

each Additional Guarantor on the date that Additional Guarantor becomes a U.S. Guarantor;

the U.S. Guarantor on the date of each Utilisation Request and the first day of each Term; and

is, when repeated, applied to the circumstances existing at the time of repetition.

Limitations in respect of Luxembourg Obligor

The payment undertaking or obligations of any Luxembourg Obligor under any guarantee granted under this Clause 17 (Guarantee and Indemnity) in respect of the obligations of any Obligor that is not a direct or indirect subsidiary of such Luxembourg Obligor (the “Luxembourg Guarantees”), shall be limited at any time without double counting to an aggregate amount not exceeding the higher of 90 per cent of:

the sum of that Luxembourg Obligor’s own funds (capitaux propres) (as referred to in the Grand Ducal Regulation dated 18 December 2015 determining the form and contents of the balance sheet and the profit and loss account and enforcing the Luxembourg law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Luxembourg RCS Law”) as increased by its debt which is subordinated in right of payment (dettes subordonnées) (as referred to in account 191 of the standard chart of accounts attached to the Grand Ducal Regulation dated 10 June 2009 setting out the form and content of a standard chart of accounts, as the same may amended or replaced) (whether generally or specifically) including any Intra-Group Liabilities (as defined below) (the “Lux Subordinated Debt”), as determined on the date the guarantee is called; and

the sum of that Luxembourg Obligor’s own funds (capitaux propres) (as referred to in the Grand Ducal Regulation dated 18 December 2015 determining the form and contents of the balance sheet and the profit and loss account and enforcing the Luxembourg RCS Law) as increased by its Lux Subordinated Debt (including any Intra-Group Liabilities), as determined on the date of this Agreement or the date of the Accession Letter relevant to that Luxembourg Obligor.

In deviation from the Luxembourg RCS Law, the sum of the Luxembourg Obligor’s own funds (capitaux propres) under this Clause 17 (Guarantee and Indemnity) shall, upon request of the Agent, be determined by an independent expert appointed by the Agent (at the cost of the Obligors) based on the fair value (rather than the book value) of the relevant assets of that Luxembourg Obligor. If the Agent does not make use of its right to appoint an independent expert, the Luxembourg Obligor’s own funds (capitaux propres) will be determined on the basis of the last annual accounts (approved by shareholders’ meeting) and other relevant documents available and satisfactory to the Agent.

For the purposes of this Clause 17 (Guarantee and Indemnity), “Intra-Group Liabilities” means all existing liabilities owed by the Luxembourg Obligor to any other member of the Group.

The limitations set forth in this Clause 17 (Guarantee and Indemnity) shall not apply (i) where the Luxembourg Obligor guarantees the payment obligations under the Finance Documents of an Obligor that is a direct or indirect subsidiary of that Luxembourg Obligor and/or (ii) for any amounts due under the Finance Documents that are owed by an Obligor that is not a direct or indirect subsidiary of that Luxembourg Obligor, provided that such amounts have been on-lent or otherwise made available to that Luxembourg Obligor or any direct or indirect subsidiary of that Luxembourg Obligor.

No reduction of the amount enforceable under a Luxembourg Guarantee in accordance with the above limitations will prejudice the rights of the Finance Parties to continue enforcing the relevant Luxembourg Guarantee (subject always to the operations of the limitations set out above at the time of such enforcement) until full satisfaction of the obligations as guaranteed under this Clause 17 (Guarantee and Indemnity).

The obligations of any Luxembourg Obligor under this Clause 17 (Guarantee and Indemnity) shall not include any obligations which if incurred would constitute of misuse of corporate assets (abus de biens sociaux) as described in article 1500-11 of the Luxembourg Company Law.

Representations

Status

In the case of the Company, it is a public limited liability company duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

In the case of SES Americas, it is a legal entity duly formed and validly existing under the laws of the jurisdiction of its formation.

In the case of any other Obligor, it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation.

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

Binding Obligations

Non-Conflict with other Obligations

any law or regulation applicable to it;

its or any of its Subsidiaries’ constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets breach of which could have a Material Adverse Effect.

Power and Authority

Validity and Admissibility in Evidence All

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

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect.

Governing Law and Enforcement

The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation, subject to any general principle of law which is specifically referred to in any legal opinion delivered pursuant to Clause 4(Conditions of Utilisation) or Clause 23 (Changes to the Obligors).

Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation, subject to any general principle of law which is specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 23 (Changes to the Obligors).

Deduction of Tax

No Filing or Stamp Taxes

DAC 6

No Default

No Event of Default is continuing or would result from the making of any Loan.

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

Immunity

The entry into by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts performed for private and commercial purposes.

It will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in its jurisdiction of incorporation in relation to any Finance Document.

No Misleading Information

any factual information contained in the Information Package was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

any financial projection or forecast contained in the Information Package has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration;

the expressions of opinion or intention provided by or on behalf of an Obligor for the purposes of the Information Package were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds; and

no event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect.

Financial Statements

Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

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

There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group, in the case of the Company) since the delivery by it of its most recent financial statements in accordance with Schedule 2 (Conditions Precedent) or Clause 19.1 (Financial Statements) (as appropriate).

Pari Passu Ranking

Acquisition Documents, disclosures and other Documents

Legal and beneficial ownership

Centre of Main Interests and Establishments

No proceedings Pending or Threatened

Anti-Bribery, Anti-Corruption and Anti-Money Laundering

United States Laws

In this Clause 18.20:

Executive Order No. 13224 on Terrorist Financing: - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on September 23, 2001, as amended by Order 13268 as so amended, (the Executive Order);

the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act) (the USA Patriot Act);

the Money Laundering Control Act of 1986, Public Law 99-570;

the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any executive order or regulation promulgated thereunder and administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; and

any similar law enacted in the United States of America subsequent to the date of this Agreement.

in the Annex to the Executive Order;

on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury;

or in any successor list to either of the foregoing.

It is not:

an “investment company” within the meaning of the United States Investment Company Act of 1940; or

subject to regulation under any United States Federal or State law or regulation that limits its ability to incur or guarantee indebtedness.

It is not a “public utility” within the meaning of, or subject to regulation under, the United States Federal Power Act of 1920 (16 USC §§791 et seq.)

No part of the proceeds of any Loan is being used for any purpose which violates the provisions of Regulation U or X.

Neither it nor any of its Affiliates:

is, or is controlled by, a Restricted Party;

has knowingly received funds or other property from a Restricted Party; or

to the best of its knowledge, is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law.

It and each of its Affiliates have taken reasonable measures to ensure compliance with the Anti Terrorism Laws.

This Clause 18.20 shall only be for the benefit of and/or apply to any person to the extent that its provisions would not result in any violation of, conflict with or liability under any applicable Blocking Law by or in respect of that person.

If any Lender does not have the benefit of any part of this Clause 18.20 as a result of the operation of paragraph (g) above (a “Blocked Provision”), then provided that the relevant Lender has notified the Agent that this is the case, the Commitment of that Lender will be excluded for the purpose of determining whether the consent of the requisite majority of Lenders has been obtained in connection with any waiver, determination or direction relating to that Blocked Provision or whether the determination or direction by the requisite majority of Lenders has been made in relation to the relevant Blocked Provision. The Agent may (for the purposes of this Clause 18.20 only) rely on any such notification.

ERISA

Each of the Obligor and the ERISA Affiliates has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and to the extent required under applicable law is in compliance in all material respects to the best of the Obligor’s knowledge in form and operation with ERISA, the Code and all other applicable laws and regulations with respect to each Plan, and has no existing liability (other than to make PBGC premium payments and Plan and Multiemployer Plan funding and contribution payments as they fall due) to the PBGC or any Plan or Multiemployer Plan, and could not reasonably be expected to incur any liability to the PBGC or any Plan or Multiemployer Plan.

No Obligor or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA, or ceased making contributions to any Plan subject to 4064(a) of ERISA to which it made contributions.

No ERISA Event has occurred or is reasonably likely to occur.

Sanctions

No Obligor, nor any of its subsidiaries, directors or officers, or, to the best knowledge of the relevant Obligor, any of its affiliates, agents or employees is a person, that is, or is owned or controlled by persons that are a Sanctioned Person.

This Clause 18.22 shall only be for the benefit of and/or apply to any person to the extent that its provisions would not result in any violation of, conflict with or liability under any applicable Blocking Law by or in respect of that person.

If any Lender does not have the benefit of any part of this Clause 18.22 as a result of the operation of paragraph (b) above (a “Blocked Provision”), then provided that the relevant Lender has notified the Agent that this is the case, the Commitment of that Lender will be excluded for the purpose of determining whether the consent of the requisite majority of Lenders has been obtained in connection with any waiver, determination or direction relating to that Blocked Provision or whether the determination or direction by the requisite majority of Lenders has been made in relation to the relevant Blocked Provision. The Agent may (for the purposes of this Clause 18.22 only) rely on any such notification.

Licences and Authorisations

Group Structure Chart

Repetition

the date of each Utilisation Request and the first day of each Interest Period; and

in the case of an Additional Guarantor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Guarantor.

Information Undertakings

Financial Statements

as soon as the same become available, but in any event within 150 days after the end of each of its financial years:

its audited consolidated financial statements for that financial year; and

the audited financial statements of each Obligor for that financial year; and

as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years:

its consolidated financial statements for that financial half year; and (ii) the financial statements of each Obligor for that financial half year.

Requirements as to Financial Statements

Each set of financial statements delivered by the Company pursuant to Clause 19.1 (Financial Statements) shall be certified by an authorised signatory of the relevant company as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

The Company shall procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial Statements) is prepared using GAAP.

Information: Miscellaneous

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

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings not previously disclosed which are current, threatened or pending against any member of the Group, and which are reasonably likely to be adversely determined and, if adversely determined, are reasonably likely to have a Material Adverse Effect; and

promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request.

Notification of Default

Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two authorised signatories 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).

Use of Websites

The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:

the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

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

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

The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.