Promissory Loan Agreement (SCHULDSCHEINDARLEHEN) arranged by BNP Paribas and ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG (hereinafter referred to each and jointly as “Arrangers”) WABCO Europe BVBA, Chaussée de la Hulpe 166, 1170 Bruxelles,...

WABCO Europe BVBA

EUR 60,000,000

Floating Rate

Promissory Loan

2018-2022

(SCHULDSCHEINDARLEHEN)

Promissory Loan Agreement

(SCHULDSCHEINDARLEHEN)

arranged by

BNP Paribas and ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG

(hereinafter referred to each and jointly as “Arrangers”)

UniCredit Bank AG,

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(the “Loan” or the “Loan Agreement”)

under the Guarantee of

WABCO Holdings Inc., Rochester Hills, MI, USA

(the “Guarantor” and together with the Borrower and the Lender, the “Parties”)

Article 1

(Definitions)

For purposes of this Loan, the following terms are defined as set out below:

(1) “Banking Business Day” shall mean any day (except for a Saturday or Sunday) on which payments in Euro can be processed and settled via the TARGET2 system and commercial banks are open for business in Munich and Frankfurt am Main, Germany as well as Brussels, Belgium.

(7) “Liabilities” shall mean any current or future, existing or conditional obligation for payment or repayment of funds to a natural or legal person, arising from or in relation to:

a.   cash loans and from the balances of accounts at banks;

b.  guarantee and documentary acceptance, ▇▇▇▇ or discount credits;

c.   guarantees or other obligations that are provided to collateralise a creditor against losses in relation to third-party liabilities; whereas “Guarantee” or “to guarantee” means any suretyship or guarantee and any further agreement by which the Debtor shall be liable for the liabilities of a third party.

d.  notes, bonds, loans or commercial papers;

e.   receivables sold (by other means than without recourse) or discounted;

f.   the acquisition costs of assets, where performance of such obligations shall be effected prior to or after the time of acquisition or prior to or after possession being taken by the party liable to make payments and where the advance or deferred payment is primarily agreed in order to obtain credit instruments or to finance the acquisition of the assets concerned;

g.  derivative and financial futures transactions (except for interest rate and currency swaps or any other interest or currency swaps or price hedging transactions in the ordinary course of trading), each subject to the condition that, when calculating the value of such a derivative transaction, the value determined daily on the basis of market conditions is to be taken into account;

h.  leasing contracts or hire-purchase agreements that, according to the applicable accounting principles, are to be treated as finance leases or as financial transactions.

(10) “Material Subsidiary” means, at any time, a Subsidiary of the Debtor which:

a.   has accounted for five per cent. or more of Consolidated EBITDA for the period of four fiscal quarters most recently ended; and/or

b.  together with its own Subsidiaries, has accounted for 15 per cent. or more in aggregate of Consolidated EBITDA for the period of four fiscal quarters most recently ended.

(11) “Prepayment Amount” is the higher (i) of the outstanding nominal amount of the Loan (or the part of it) and (ii) the Discounted Value.

(12) “Prepayment Calculation Date” means the fifth (5th) Banking Business Day prior to the respective prepayment date.

(13) “Security” means a mortgage, charge, pledge, lien or other in rem security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

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

(15) “Subsidiary” means, as to any person (referred to as the “first person”), any other person (referred to as the “second person”) in which such first person or one or more of its subsidiaries or such first person and one or more of its subsidiaries owns:

a.   sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or persons performing similar functions) of such second person;

b.  and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first person or one or more of its subsidiaries or such first person and one or more of its subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such person or one or more of its subsidiaries).

Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a subsidiary of the Debtor.

Article 2

(Disbursement)

c. A copy of the Borrower’s articles of association along with a confirmation from the Borrower’s management that the copy reflects the current status quo;

g. A confirmed list of members of the Borrower’s management who are authorised representatives with signature specimens of persons able to represent the Borrower in connection with this Loan and authorised to sign, as well as current copies of the authorised signatories’ ID cards or passports;

h. A confirmed list of members of the Guarantor’s management who are authorised representatives with signature specimens of persons able to represent the Guarantor in connection with this Loan and authorised to sign, as well as current copies of the authorised signatories’ ID cards or passports;

i. A list of liabilities of the Borrower and its Subsidiaries as of 31.12.2017 and the credit facilities available to them, as well as a list of the Security in place therefore;

j. A list of liabilities of the Guarantor and its Subsidiaries as of 31.12.2017 and the credit facilities available to them, as well as a list of the Security in place therefore ;

k. A capacity and enforceability legal opinion, dated as of the date of signing of the Loan Agreement, from one or more external counsel whose form and contents are to the reasonable satisfaction of the Lender and which, among other things, confirms that the Borrower, on signing this Loan Agreement and in order to fulfil its liabilities and duties based thereunder, especially in conjunction with this borrowing, is entitled so to do and has carried out all the measures required under company law for this purpose; in its opinion the external counsel shall furthermore confirm that the obligations of the Borrower under the Loan and the paying agency agreement are legally binding and enforceable;

l. A capacity and enforceability legal opinion or opinions, dated the date of signing of the Loan Agreement from one or more external counsel whose form and contents are to the reasonable satisfaction of the Lender and which, among other customary matters for a legal opinion with respect to a United States loan obligor, confirms that the Guarantor has the corporate power to execute, deliver and perform all of its obligations under this Loan Agreement and that the execution and delivery of this Loan Agreement and the consummation by the Guarantor of the transactions contemplated hereby have been duly authorized by requisite corporate action on the part of the Guarantor; in its opinion external counsel shall furthermore confirm that the obligations of the Guarantor under the Loan Agreement are legally binding and enforceable.

“current” for the purpose of this paragraph shall mean that the date of the document concerned shall not predate the Disbursement Date by more than ten Banking Business Days. In terms of the copies of ID cards and passports, “current” means that the expiry date of the relevant document shall be later than the Disbursement Date.

(2) The Loan shall be taken out by the Borrower on its own account and is intended for general financing activities by the Borrower.

(2) If an Interest Payment Date does not coincide with a Banking Business Day, the interest payments shall fall due on the next Banking Business Day, unless this Banking Business Day falls in the next calendar month; in which case the end of the Interest Period shall be brought forward to the immediately preceding Banking Business Day. In the wake of such a move, the following Interest Period shall begin on the day on which interest payment relating to the preceding Interest Period becomes due.

“Interest Period” shall be the term as of the Interest Payment Date (each including) until the following Interest Payment Date (excluding). The first Interest Period starts on the Disbursement Date ( (including) and ends on the first Interest Payment Date (excluding).

(i) of deductions for taxes, Withholding Taxes, levies and other deductions of any kind which are effected on account of a personal or commercial relationship between the Lender and country of residence of the Borrower;

(ii) such Withholding Tax is imposed pursuant to FATCA;

where “FATCA” means:

(A) sections 1471 to 1474 of the U.S. Internal Revenue Code or any associated regulations;

(B) 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

(C) 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;

(iii) the Lender is an entity incorporated, domiciled, established or acting through a specified office situated in (x) a non-cooperative jurisdiction or (y) a jurisdiction that has not committed to, or not substantially implemented the internationally agreed standards and, hence is listed as a so-called non-cooperative State or territory as defined under the grey and black last available list published by the OECD as such list may be amended from time to time; or

(iv) the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender in (or in the interpretation, administration, or application of) any law or double taxation agreement, or any published practice or published concession of any relevant taxing authority,

“Qualifying Lender” means a Lender which: (x) fulfils the conditions imposed by the jurisdiction of residence of the Borrower in order for payment under the Loan not to be subject to (or as the case may be, to be exempt from) any Withholding Tax (other than a Withholding Tax imposed pursuant to FATCA), subject to the completion of any necessary procedural formalities; or (y) is lending through a permanent establishment in the jurisdiction of residence of the Borrower with which that Lender’s participation in the Loan is effectively connected; or (z) is a Treaty Lender;

“Treaty Lender” means a Lender which: (i) is treated as resident of a Treaty State for the purposes of the Treaty; (ii) does not carry on business in the jurisdiction of residence of the Borrower through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; (iii) is acting from a specified office situated in its jurisdiction of incorporation; and (iv) fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption from tax, duties or charges imposed on interest by the jurisdiction of residence of the Borrower, subject to the completion of any necessary procedural formalities.

“Treaty State” means a jurisdiction having a double taxation agreement with Germany (the “Treaty”), which makes provision for full exemption from tax, duties or charges imposed by Germany on interest payments.

(1) Subject to Paragraph 5 the Borrower shall, within 5 Banking Business Days of a demand by the Lender pay for the account of the Lender the amount of any Increased Costs incurred by the Lender as a result of:

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

(b)   compliance with any law or regulation made after the date of this Loan Agreement; or

(c)   the implementation or application of, or compliance with, Basel III or CRD IV any law or regulation that implements or applies Basel III or CRD IV.

(2) In this Loan Agreement:

(a)   “Increased Costs” means:

(i) a reduction in the rate of return from the Loan or on Lender’s overall capital;

(ii)  an additional or increased cost; or

(iii)  a reduction of any amount due and payable under this Loan Agreement,

which is incurred or suffered by the Lender to the extent that it is attributable to the Lender having entered into this Loan Agreement;

(b)   “Basel III” means:

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

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

(iii)  any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”; and

(c)   “CRD IV” means:

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

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

(5) Paragraph (1) and (2) does not apply to the extent any Increased Cost is:

(a)   attributable to the wilful breach by the Lender of any law or regulation; or

(b)   compensated for by Article 6; or

(c)   attributable to the implementation or application 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 the form existing on the date of this Loan Agreement (but excluding any amendment arising out of Basel III or CRD IV) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, or the Lender).

(2) In this Article 9, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a) No Debtor shall (and the Guarantor shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.

(b) No Debtor shall (and the Guarantor shall ensure that no other member of the Group will):

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

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security (or as the case may be) Quasi-Security, listed below:

(i) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii) any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Group for the purpose of:

(A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or

(B) its interest rate or currency management operations which are carried out in the ordinary course of trading and for non-speculative purposes only, excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

(iii) any lien arising by operation of law and/or in the ordinary course of trading or by order of a court or tribunal (or by an agreement of similar effect);

(iv) any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Loan Agreement if:

(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group; and

(B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

(C) the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset; or

(D) the Security or Quasi-Security was created on any asset acquired after the date of this Loan Agreement for the sole purpose of financing or re-financing that acquisition and securing a principal, capital or nominal amount not exceeding the cost of that acquisition; and

(E) the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset;

(vii) any Security or Quasi-Security entered into pursuant to this Loan Agreement;

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

(ix) any Security or Quasi-Security securing Indebtedness the principal amount of which (when aggregated with the principal amount of any other Indebtedness which has the benefit of Security or Quasi-Security given by any member of the Group other than any permitted under paragraphs (i) to (viii) above), when converted into the US Dollar, does not exceed an amount equal to twenty per cent. of the Consolidated Total Assets of the Guarantor at the end of the immediately preceding financial year.

(3) For the term of this Loan the Guarantor hereby undertake[s] and until all amounts under this Loan have been finally paid in full on the nominated effective date to comply in each case with the Financial Covenants set out in Art. 9 (4) in reference to the following Financial Definitions :

“Capital Lease” means, as applied to any person, any lease of any property (whether real, personal or mixed) by that person as lessee which, in accordance with US GAAP, is or should be accounted for as a capital lease on the balance sheet of that person.

“Capital Lease Obligations” means the obligations of a person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as Capital Leases on a balance sheet of such person under US GAAP applied on a consistent basis and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalised amount thereof at such time determined in accordance with US GAAP applied on a consistent basis.

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus:

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

(i) Consolidated Net Interest Expense for such period;

(ii) consolidated income tax expense for such period;

(iii) all amounts attributable to depreciation and amortisation (including accelerated amortisation and amortisation of stock based compensation) for such period;

(iv) any extraordinary or non-recurring charges for such period related to plant closings or other restructurings of operations or to the write-down of assets;

(v) separation costs incurred in connection with the Spin-Off in an aggregate amount not to exceed USD 75,000,000;

(vi) fees and expenses incurred in connection with the negotiation and execution of any material financing ; and

(vii) loss on sale of any plant and machinery;

and minus:

(b) without duplication and to the extent not deducted in determining such Consolidated Net Income, extraordinary gains for such period, provided that for any period including a fiscal quarter during which an acquisition or a divestiture was consummated outside of the ordinary course of business, Consolidated EBITDA and the components thereof shall be determined on a pro forma basis as if such acquisition or divestiture, as the case may be, had occurred at the beginning of such period.

“Consolidated Net Income” means, with respect to any person, for any period, the net income or loss of such person and its consolidated Subsidiaries for such period.

“Consolidated Net Indebtedness” means, on any date, (a) Consolidated Total Debt minus (b) the amount of Unrestricted Cash and Cash Equivalents.

“Consolidated Net Interest Expense” means, with respect to any person, for any period for which such amount is being determined, (a) total interest expense (including that properly attributable to Capital Leases and amortisation of debt discount and debt issuance costs) of such Person and its consolidated Subsidiaries, including all capitalised interest, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financings and net costs under interest rate protection agreements (including amortisation of discount) minus (b) total interest income of such person and its consolidated Subsidiaries all as determined on a consolidated basis in accordance with US GAAP, and, to the extent Consolidated EBITDA for any period is determined on a pro forma basis to reflect an acquisition or divestiture out of the ordinary course of business, Consolidated Net Interest Expense shall be calculated on a pro forma basis as if such acquisition or divestiture, as the case may be, had occurred at the beginning of such period.

“Consolidated Total Debt” means, for any person, all Indebtedness of such person and its consolidated Subsidiaries.

“Financial Indebtedness” means, without duplication, any indebtedness for or in respect of:

(a)   moneys borrowed;

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

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

(d)   the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with U.S. GAAP, be treated as a finance or capital lease;

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

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

(g)   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 negative marked to market value (or, if actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)   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;

(i) any amount raised by the issue of redeemable shares which are redeemable before the Termination Date;

(j) any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into this agreement is to raise finance; and

(k)   (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

(a) all obligations of such person for money borrowed or raised (excluding all Securitisation Transactions that are accounted for as true sales of accounts receivable and not as liabilities on the consolidated balance sheets of the Guarantor, but including securitisation transactions accounted for as liabilities on the consolidated balance sheets of the Guarantor);

(b) all obligations of such person (other than accounts payable and other similar items arising in the ordinary course of business) for the deferred payment of the purchase price of property or services which would appear as liabilities on a balance sheet of such person;

(c) all capital lease obligations of such person;

(d) all guarantees by such person of obligations of others that otherwise constitute Indebtedness; and

(e) all obligations (contingent or otherwise) of such person as an account party in respect of letters of credit issued to secure payment obligations that otherwise constitute Indebtedness.

“Spin-Off” means the distribution on a pro rata basis to the shareholders of American Standard Companies Inc., a Delaware corporation, in a tax-free transaction, on the terms described in the Form 10 filed by the Guarantor with the Securities and Exchange Commission on 26 February 2007 and any amendments thereto, of all the issued and outstanding shares of common stock of the Guarantor.

“Unrestricted Cash and Cash Equivalents” means cash and cash equivalents and short-term investments (including but not limited to a marketable and non-marketable securities with a maturity of less than one year) that are not, or are not required under the terms of any agreement or arrangement to be:

(a) pledged to, subject to a Lien in favour of, or held in one or more accounts under the control of one or more creditors of the Guarantor or its Subsidiaries;

or

(b) otherwise segregated from the general assets of the Guarantor and its Subsidiaries, in one or more special accounts or otherwise, for the purpose of securing or providing a source of payment for Indebtedness or other obligations that are or from time to time may be owed to one or more creditors of the Guarantor or its Subsidiaries. Cash and cash equivalents held in ordinary deposit or securities accounts of the Guarantor or its Subsidiaries and not subject to any existing or contingent restrictions on transfer by the Guarantor or its Subsidiaries shall be deemed to constitute Unrestricted Cash and Cash Equivalents notwithstanding any set-off rights created by law or by applicable account agreements in favour of depositary institutions,

provided that each of Consolidated EBITDA, Consolidated Net Income, Consolidated Net Indebtedness, Consolidated Net Interest Expense, Consolidated Total Debt and Indebtedness (for the avoidance of doubt, including capital lease) shall be determined on a consolidated basis in accordance with US GAAP in force as at 8 July 2011, irrespective of any subsequent updates or amendments which may be introduced thereafter.

(4)   (a) The Guarantor shall ensure that the ratio of (i) Consolidated Net Indebtedness of the Guarantor on the last day of each quarter of each of its financial years to (ii) Consolidated EBITDA of the Guarantor for the period of twelve months ending on such day does not exceed 3.00 to 1.00.

(b) The Guarantor shall ensure that the ratio of (i) Consolidated EBITDA of the Guarantor to (ii) Consolidated Net Interest Expense of the Guarantor, in each case for any period of twelve months ending on the last day of each quarter of each of its financial years, is not less than 3.00 to 1.00.

(c) The Guarantor will not permit any of its Subsidiaries to incur Indebtedness (excluding the Indebtedness under any existing facility agreement (and any renewals, refinancing, amendments, restatements and/or novations thereof) and this Agreement and including any extensions, renewals and replacements of such Indebtedness), preferred stock or other preferred equity of more than USD 500,000,000 (the amount of any Indebtedness not denominated in USD to be converted into USD at the Spot Rate of Exchange on the relevant date) in aggregate, of which a principal amount of not more than USD 150,000,000 (the amount of any Indebtedness not denominated in USD to be converted into USD at the Spot Rate of Exchange on the relevant date) in total shall be secured.

(1) For the term of this Loan the Borrower shall not, and the Guarantor shall ensure that no Subsidiary will do not, sell any Material Portion of Business Operations or Assets (including, for the avoidance of doubt, any direct or indirect shareholdings in Subsidiaries that constitute a Material Portion of Business Operations or Assets) in whole or in part to any third party outside the Group, other than, the disposal or transfer with proceeds equaling to the market value of the business portion or the assets remains in the Group or will be used for the purchase of assets or retire senior Indebtedness of the Guarantor and/or a Subsidiary.

(2) Paragraph (1) shall not apply to any sale, lease, transfer or other disposal:

(a)   of minority shareholdings,

(b)   made in the ordinary course of trading of the disposing entity,

(c)   on normal commercial terms of obsolete assets or assets no longer required for the purpose of the business or operations of the relevant member of the Group,

(d)   assets sold pursuant to any securitisation transaction,

(e)   made within 365 days following the acquisition or completion of construction of such property by the Guarantor or its Subsidiaries if the Guarantor or such Subsidiary shall concurrently with such sale, lease such property, as lessee.

i.   Are not paid on the due date and after lapse of any applicable period of grace ; or

ii.  Can be or have been rendered due and payable under the relevant conditions for these liabilities by the respective creditor before the end of the stated term due to a contractual infringement by the Borrower or the Guarantor or a Material Subsidiary;

i. The Guarantee in whole or partially is invalid or unenforceable or ceases to be valid or enforceable and such invalidity or unenforceability is not remedied within 10 Banking Business Days.

The Borrower or the Guarantor, respectively, shall inform the Lender in writing without delay of any matters covered by the scenarios outlined under items (a) to (i).

Article 12

Article 13

Article 14

(Notices)

b. if intended for the Guarantor to the following address:

With copies to:

WABCO Holdings Inc.

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attn.: General Counsel

WABCO Holdings Inc.

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attn.: Chief Financial Officer

UniCredit Bank AG
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attn.: Jörg Stührwohldt

UniCredit Bank AG

(Lender)

/s/ ▇▇▇▇▇▇ Schafer_/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇    

WABCO Europe BVBA,

(Borrower)

            /s/ ▇▇▇▇▇▇▇ ▇▇▇▇                                                 

WABCO Holdings Inc.

(Guarantor)

      /s/ ▇▇▇▇ ▇▇▇▇▇                                                             

(hereinafter referred to as the “Lender”)

(the “Loan”)

under the Guarantee of

[●]

(the “Guarantor”)

(1) The Existing Lender:

i.   the delivery of a duly completed and executed copy of this Transfer Agreement to the Paying Agent not later than 2 Banking Business Days before the transfer date, and

ii.  the satisfaction of the further conditions (if any) subject to which this Transfer Agreement is expressed to take effect, that the Existing Lender transfers in respect of the Existing Lender’s Participation in the Loan to be transferred as mentioned in the Schedule hereto and to the extent arising from and in connection with the amount to be transferred as specified in the Schedule hereto all of its rights and obligations under the Loan Agreement to the New Lender and that the New Lender assumes such rights and obligations in lieu of the Existing Lender in such a manner that the Existing Lender loses its rights as Lender under this Loan Agreement to such extent and shall to such extent be released from its obligations under this Loan (assumption of contract - Vertragsübernahme).

(2) The New Lender:

a. confirms that it has received a copy of the Loan Agreement together with such other documents and information as it has required in connection with this transaction;

[●]

(Existing Lender)

[●]

(The New Lender)

Received:

UniCredit Bank AG

(Paying Agent)

email: