1.  Interpretation

2.  Facility

3.  Purpose

4.  Conditions precedent

5.  Certain Funds

6.  Utilisation – Loans

7.  Optional Currency

8.  Repayment

9.  Illegality, Voluntary Prepayment and Cancellation

10.  Mandatory Prepayment and Cancellation

11.  Interest

12.  Interest Periods

13.  Changes to the calculation of Interest

14.  Taxes

15.  Increased Costs

16.  Mitigation

17.  Payments

18.  Guarantee and Indemnity

19.  Representations and warranties

20.  Information Covenants

21.  Financial covenants

22.  General covenants

23.  Events of Default

24.  The Administrative Parties

25.  Evidence and Calculations

26.  Fees

27.  Indemnities

28.  Expenses

29.  Amendments and Waivers

30.  Changes to the Parties

31.  Disclosure of Information; Confidentiality

32.  Confidentiality of Funding Rates

33.  Set-off

34.  Pro rata Sharing

35.  Severability

36.  Counterparts

37.  Notices

38.  Language

39.  Governing Law

40.  Enforcement

41.  Borrowing for own benefit

42.  Conclusion of this Agreement (Vertragsschluss)

INTERSNACK GROUP GMBH & CO. KG, a limited liability partnership (Kommanditgesellschaft) established under the laws of the Federal Republic of Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Düsseldorf under registration no HRA 20277 and having its corporate seat in Düsseldorf, as borrower and guarantor (the “Company” and the “Borrower”);

COMMERZBANK AKTIENGESELLSCHAFT, as documentation agent, bookrunner and mandated lead arranger, and LANDESBANK BADEN-WÜRTTEMBERG as bookrunner and mandated lead arranger (in this capacity each an “Arranger” and collectively the “Arrangers”);

COMMERZBANK AKTIENGESELLSCHAFT and LANDESBANK BADEN-WÜRTTEMBERG as lenders (each an “Original Lender” and collectively the “Original Lenders”); and

COMMERZBANK AKTIENGESELLSCHAFT as facility agent (in this capacity the “Facility Agent”),

INTERPRETATION

Definitions

a commercial bank which has a rating of BBB- or higher by S&P or Fitch or Baa3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency, in each case for its long-term unsecured and non-credit enhanced debt obligations; or

any other bank or financial institution approved by the Facility Agent in consultation with the Company.

specified as such in the applicable Reference Rate Terms; or

determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.

(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;

(in relation to any date for payment or purchase of euro) which is a TARGET Day; and

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

the date on which the Company notifies the Facility Agent that the Merger Agreement has been validly terminated in accordance with its terms; and

if the Merger Agreement has been signed, on the Longstop Date.

for an Original Lender, the amount set opposite its name in Schedule 1 (Lenders) under the headings “Commitments” and the amount of any other Commitment it acquires; and

for any other Lender, the amount of any Commitment it acquires, to the extent not cancelled, transferred or reduced under this Agreement.

an Event of Default; or

an event or circumstance which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 6.3 (Advance of Loan);

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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 payment 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,

on or before the date it becomes a Lender; or

by not less than 5 (five) Business Days’ notice,

this Agreement;

a Fee Letter;

a Transfer Agreement;

an Accession Agreement;

a Resignation Request;

a Request;

a Selection Notice; or

any other document designated as such by the Facility Agent and the Company.

Party” means a Lender or an Administrative Party.

moneys borrowed;

any acceptance credit (including any dematerialised equivalent);

any bond, note, debenture, promissory note (Schuldschein), loan stock or other similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability which would be treated as an operating lease);

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

the acquisition cost of any asset or service to the extent payable before or after its acquisition or possession by the party liable where the advance or deferred payment:

is arranged primarily as a method of raising finance or of financing the acquisition of that asset or service or the construction of that asset or service; or

involves a period of more than six months before or after the date of acquisition or supply;

any derivative transaction protecting against or benefiting from fluctuations in any currency exchange or other rate or price (and, except for non-payment of an amount, the then mark-to-market value of the derivative transaction will be used to calculate its amount);

any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;

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

any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.

to an Obligor, the financial year of that Obligor from time to time; and

to the Company, a period commencing on 1 January and ending on 31 December of each calendar year.

it has failed to make (or has notified a Party that it will note make) a payment required to be made by it under the Finance Documents by the due date therefore;

the Facility Agent otherwise rescinds or repudiates a Finance Document;

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

an Insolvency Event has occurred and is continuing with respect to the Facility 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 Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

an additional or increased cost;

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

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

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

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 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 Sub-clause (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 (thirty) days of the institution or presentation thereof;

has instituted against it any order or measure according to Section 46 paragraph 1 No. 2, 4 or 6 or Section 46b of the German Banking Act (Kreditwesengesetz) or under Sections 77 or 79 of the German Act on the Recovery and Resolution of Institutions and Financial Groups (Gesetz zur Sanierung und Abwicklung von Instituten und Finanzgruppen);

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, examiner, trustee, custodian or other similar officer for it or for all or substantially all of its assets;

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 (thirty) 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 Sub-clauses to (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 Alternative Term Rate for the longest period (for which that Alternative Term Rate is available) which is less than the Interest Period of that Loan; and

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

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

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,

the principle that certain remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the limitations arising from sections 138, 242, 248, 314 and 489 of the German Civil Code (Bürgerliches Gesetzbuch) and from notarial requirements;

the time-barring of claims under statutes of limitations, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Facility Agent under Clause 6.1 (Conditions precedent documents) or Clause 30.10 (Additional Guarantors).

an Original Lender; or

any person which becomes a Party in accordance with Clause 30.3 (Procedures for transfers of rights and obligations (Vertragsübernahme)).

the business, assets or financial condition of the Company or the Group as a whole; or

the ability of the Obligors to perform their payment obligations under any Finance Document; or

subject to the Legal Reservations, the validity or enforceability of any of the Finance Document or the rights or remedies of any Finance Party under any Finance Document which, if capable of remedy, is not remedied within twenty (20) Business Days of the earlier of the Company becoming aware of the relevant event or circumstance or being given notices of the same by the Facility Agent.

with respect to the Company, the audited consolidated annual financial statements for the Financial Year which ended on 31 December 2025; and

with respect to an Obligor the audited unconsolidated (and if prepared, the audited consolidated) annual financial statements for that Obligor for the most recent audited Financial Year of that Obligor.

for the purpose of determining a Lender’s share in a utilisation of the Facility, the proportion which its Commitment bears to the Total Commitments; and

for any other purpose on a particular date:

the proportion which a Lender’s share of the Loans (if any) bears to all the Loans;

if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or

if the Total Commitments have been cancelled, the proportion which its Commitment bore to the Total Commitments immediately before being cancelled.

a currency;

a Loan or an Unpaid Sum in that currency;

an Interest Period for that Loan or Unpaid Sum (or other period for the accrual of commission or fees in a currency); or

any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

listed on, or owned or directly or indirectly controlled by one or more persons listed on, or acting on behalf of a person listed on, any Sanctions List;

located in, resident in, incorporated or organized under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of, or doing business or operating from, a Sanctioned Country; or

otherwise a target of Sanctions,

the European Union including its member states;

the United Kingdom;

Switzerland;

the United States of America;

the United Nations; and

the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the United States Department of Treasury’s Office of Foreign Assets Control (OFAC), the United States Department of State, the United States Department of Commerce, and His Majesty’s Treasury.

for loans in Euro the day which is two TARGET Days before the first day of the Interest Period for the relevant Loan; and

for loans in the Optional Currency the day which is two Business Days before the first day of the Interest Period for the relevant Loan.

in relation to a person established under German law, each entity which is a subsidiary (Tochterunternehmen) within the meaning of sections 271 (2), 290 of the German Commercial Code (Handelsgesetzbuch) of that person; and

in relation to a person established under the laws of any jurisdiction other than Germany, each entity of which that person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership or has the right to receive more than 50 per cent. of any dividends declared by that entity from time to time and control for this purpose means the power to appoint and/or direct the management and/or supervisory board and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

Euro; and

USD.

the applicable 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 15.1 (Interest calculation if no Primary Term Rate), and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

Construction

The following definitions have the meanings given to them in Clause 23.1 (Financial covenants):

Adjusted Consolidated EBITDA;

Consolidated Total Net Financial Debt; and

Test Date.

In this Agreement, unless the contrary intention appears, a reference to:

an “amendment” includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and “amended” will be construed accordingly;

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

an “authorisation” includes an authorisation, consent, approval, resolution, permit, licence, exemption, filing, registration or notarisation;

a “centre of main interests” means a centre of main interests within the meaning of Article 3 (1) of the Insolvency Regulation;

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

“customer due diligence requirements” are to the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

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

“disposal” means a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and “dispose” will be construed accordingly;

“gross negligence” means grobe Fahrlässigkeit, and “wilful misconduct” means Vorsatz;

“in the ordinary course of business” is to be construed as im ordentlichen Geschäftsbetrieb;

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

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

“promptly” is to be construed as unverzüglich (without undue delay) within the meaning of section 121 (1) of the German Civil Code (Bürgerliches Gesetzbuch);

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

a currency is a reference to the lawful currency for the time being of the relevant country;

a Default or an Event of Default being “outstanding” means that it has not been remedied or waived;

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

a Clause, a Sub-clause or a Schedule is a reference to a clause or Sub-clause of, or a schedule to, this Agreement;

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

a Finance Document or other document or security includes (without prejudice to any prohibition on amendments) any amendment to that Finance Document or other document or security, including any change in the purpose of, any extension for or any increase in the amount of a facility or any additional facility;

a time of day is a reference to Düsseldorf, Germany time; and

“date of this Agreement” is a reference to the Signing Date.

Unless the contrary intention appears, a reference to a “month” or “months” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, and a reference to a “year” or “years” is a reference to a period starting on one day in a calendar year and ending on the numerically corresponding day in the next calendar year or the calendar year in which it is to end, except that:

if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month or, as the case may be, year (if there is one) or the preceding Business Day (if there is not);

if there is no numerically corresponding day in that month or, as the case may be, year, that period will end on the last Business Day in that month or year; and

notwithstanding Clause (i) above, a period which commences on the last Business Day of a month or, as the case may be, year, will end on the last Business Day in the next month or, as the case may be, year or the calendar month or calendar year in which it is to end, as appropriate.

Unless the contrary intention appears:

a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is, may be or is capable of becoming outstanding under the Finance Documents.

The singular includes the plural and vice versa, as appropriate.

The headings in this Agreement do not affect its interpretation.

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, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Company.

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

This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

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

Currency symbols and definitions

“€”, “EUR” and “Euro” denote the single currency of the Participating Member States.

“$”, “USD” and “Dollars” denote the lawful currency of the United States of America.

Foreign Exchange Rate Fluctuations

Personal Liability

Dutch Terms

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

any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and

obtaining an unconditional positive advice (advies) from the competent works council(s);

“financial assistance” means any act contemplated by Article 2:98(c) of the Dutch Civil Code;

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

a “winding-up”, “administration” or “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

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

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

a “trustee in bankruptcy” includes a curator;

an “administrator” includes a bewindvoerder, a herstructureringsdeskundige or an observator;

an “attachment” includes a beslag;

a “merger” includes a fusie within the meaning of article 2:309 of the Dutch Civil Code;

a “demerger” includes a splitsing or afsplitsing within the meaning of article 2:334a of the Dutch Civil Code;

“wilful misconduct” means opzet;

“gross negligence” means grove schuld; and

an “arrangement” in connection with insolvency proceeding includes any arrangement or scheme under the Court Approval of a Private Composition (Prevention of Insolvency) Act (Wet Homologatie Onderhands Akkoord).

FACILITY

Term Credit Facility

Total Commitments

Finance Party’s rights and obligations

The obligations of each Finance Party under the Finance Documents are several and do not constitute a joint obligation (Ausschluss der gesamtschuldnerischen Haftung). 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 do not constitute a joint creditorship (Ausschluss der Gesamtgläubigerschaft) and any debt arising under the Finance Documents to a Finance Party from an Obligor is, except as otherwise set out in this Agreement or any other Finance Document, a separate and independent debt (Ausschluss der gesamtschuldnerischen Haftung) 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 a Facility or its role under a Finance Document (including any such amount payable to the Facility 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.

Obligors’ Agent

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Agreement irrevocably appoints the Company (acting through one or more authorised signatories) to act on its behalf as its agent (Stellvertreter) in relation to the Finance Documents.

Each Obligor (other than the Company) irrevocably authorises the Company to:

enter into and deliver each Finance Document expressed to be entered into by that Obligor;

perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions;

supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to execute on its behalf any Accession Agreement, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by that Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

give any declaration, notice, demand or other communication to, or receive and accept any declaration, notice, demand or other communication from any Finance Party pursuant to the Finance Documents,

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

Each Obligor hereby exempts the Company from the restrictions provided for in section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to the extent legally possible for such Obligor. An Obligor which is excluded from granting such exemption for legal reasons undertakes to notify the Company and the Facility Agent accordingly.

The Obligors’ Agent has only those duties which are expressly specified in the Finance Documents.

Notwithstanding the foregoing provisions of this Clause 2.4, the Facility Agent (acting on the instructions of the Majority Lenders) may request that any Obligor personally execute a Finance Document or give any declaration, notice, demand or other communication, in which case such Obligor shall do so.

PURPOSE

Term Credit Facility

the Acquisition; and

the payment of costs and expenses (including fees) incurred by the Company or any member of the Group in connection with the Finance Documents and/or the Acquisition Documents.

No obligation to monitor

CONDITIONS PRECEDENT

Conditions precedent documents

A Request may not be given until the Facility Agent has notified the Company and the Lenders that it has received (or waived receipt of) all of the documents and evidence set out in Part 1 of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent.

The Facility Agent must give this notification to the Company and the Lenders promptly upon being so satisfied.

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

Further conditions precedent for Loans

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

no Default is continuing or would result from the proposed Loan.

Conditions Subsequent

The Company will ensure, and the Finance Parties herewith agree, that the Initial Additional Guarantors become guarantors under the Guarantee specified in Clause 18 (Guarantee and Indemnity) by acceding to this Agreement during the Accession Period.

The Company undertakes to ensure that the other Obligors (or any of them) will do all acts (including any amendments, consents and waivers) and execute all documents as the Facility Agent may reasonably request:

in order to perfect and execute any Accession Agreement or otherwise facilitate the accession of any Guarantor to the Guarantee under this Agreement; and

for the exercise of any rights, powers, and remedies of the Facility Agent and/or the Finance Parties (or any of them) provided by law, or foreseen under the Finance Documents.

The Company will take all such action available to it (including making all filings and registrations) as may be necessary for such purpose from time to time.

Maximum number of Loans

CERTAIN FUNDS

Definitions

23.2 (Non-payment) in relation to principal or interest under or in relation to the Facility or fees under or in relation to the Fee Letters;

23.3 (Breach of other obligations) insofar as it relates to any of Clauses 20.7 (Information on merger control); 22.4 (Pari passu ranking); 22.5 (Negative pledge); 22.6 (Disposals); 22.7 (Financial Indebtedness), 22.11 (Mergers) and 22.17 (Merger Agreement);

23.4 (Misrepresentation) insofar as it relates to a Major Representation (as defined below);

23.7 (Unlawfulness and invalidity);

23.9 (Insolvency); and

23.10 (Creditors’ process),

19.2 (Status);

19.3 (Powers and authority);

19.4 (Legal validity and admissibility in evidence);

19.5 (Non-conflict with other obligations); and

19.6 (No default) insofar as it relates to a “Major Default”.

Certain Funds

Notwithstanding any term of this Agreement, during the Certain Funds Period no Lender is entitled to:

rescind, terminate or cancel this Agreement or to exercise any similar right or remedy it may have, to the extent any such action would prevent or limit the making available of the Facility;

refuse to participate in or make available the Facility;

cancel its Commitment; or

accelerate or cause repayment or prepayment of the Facility, except as provided otherwise in paragraph (b) below.

Paragraph (a) above does not apply if the entitlement arises because:

the Company has not delivered all of the documents and evidence required as conditions precedent documents under Clause 4 (Conditions Precedent); or

the Request for the Loan is not duly completed or is received later than the relevant time specified in Clause 6.1 (Giving of Request) below; or

a Major Representation is, as of the Utilisation Date, not correct (in a material respect, but only if not already subject to a materiality qualification in the relevant representation and warranties) or will not be correct (in a material respect, but only if not already subject to a materiality qualification in the relevant representation and warranties) immediately after the Loan is made; or

a Major Default is outstanding on the Utilisation Date or will result from the making of the Loan; or

after the date of this Agreement (or, if later, the date the relevant Lender becomes a Party to this Agreement) it becomes unlawful for that Lender to perform any of its obligations under the Finance Documents insofar as they relate to the Facility (and for the avoidance of doubt, such unlawfulness will not excuse any other Lender from making available its participation in a Loan during the Certain Funds Period unless such unlawfulness also applies to such other Lender),

Nothing in this Clause 5.2 will affect the rights of any Finance Party in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

UTILISATION – LOANS

Giving of Requests

The Company may borrow a Loan by giving to the Facility Agent a duly completed Request.

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is:

with respect to any borrowing of a Loan in EUR, 9:00 a.m. on the Utilisation Date; and

with respect to any borrowing of a Loan in USD, 9:00 a.m. on the Business Day preceding the Utilisation Date.

Each Request is irrevocable.

Completion of Requests

A Request for a Loan will not be regarded as having been duly completed unless:

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

the amount of the Loan requested is:

a minimum of Euro 2,000,000 (two million) and an integral multiple of Euro 1,000,000 (one million), if the selected currency is the Base Currency; or

a minimum amount meeting the requirements set out in paragraph (b) of Clause 7.2 (Selection) below; or

the maximum undrawn amount available under the Facility on the proposed Utilisation Date; or

such other amount as the Facility Agent may agree;

the proposed currency and Interest Period complies with this Agreement.

Only one Loan may be requested in a Request.

Advance of Loan

The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.

The amount of each Lender’s share of the requested Loan will be its Pro Rata Share on the proposed Utilisation Date.

No Lender is obliged to participate in a Loan if, as a result:

its share in the Loans would exceed its Commitment; or

the Loans would exceed the Total Commitments.

If the conditions set out in this Agreement have been met, each Lender must make its share in the requested Loan available to the Facility Agent for the Company through its Facility Office on the Utilisation Date.

OPTIONAL CURRENCY

General

if the Loan is denominated in Euro, its amount; or

if the Loan is denominated in the Optional Currency, its equivalent in Euro calculated on the basis of the Agent’s Spot Rate of Exchange one Business Day before the Specified Time for that Interest Period.

Selection

The Company must select the currency of a Loan in its Request when requesting the utilisation of a Loan under the Facility.

The amount of a Loan requested in the Optional Currency must be a minimum amount of the equivalent of Euro 2,000,000 (two million), and, if required by the Facility Agent, an integral multiple of Euro 500,000 (five hundred thousand) units of that currency.

For the avoidance of doubt, the Company may not request a change of currency of any utilised Loan.

Optional Currency equivalents

whether any limit under this Agreement has been exceeded;

the amount of a Loan;

the share of a Lender in a Loan;

the amount of any repayment or prepayment of a Loan; or

the undrawn amount of a Lender’s Commitment,

Notification

Optional Currency rebalancing

If a Loan is denominated in the Optional Currency, the Facility Agent shall calculate the Base Currency Amount of that Loan at the Agent’s Spot Rate of Exchange at 11.00 a.m. on the day which is two Business Days before the first day of the next Interest Period and (subject to paragraph (b) below) if the Base Currency Amount calculated together with the amount of all Loans in the Base Currency (“Base Currency Loan Amount”) exceeds the Total Commitments (as of the date of calculation but pro forma taking into account any repayment or prepayment that is due to be made on or prior to the last day of the then current Interest Period), promptly notify the Company and the Company shall pay, on the last day of the then current Interest Period, an amount equal to the amount by which the Base Currency Loan Amount exceeds the Total Commitments. For the avoidance of doubt, this repayment does not reduce the Total Commitments nor have any impact on the Repayment Instalments.

If the calculation made by the Facility Agent pursuant to paragraph (a) above shows that the Base Currency Loan Amount exceeds the Total Commitments (as of the date of calculation but pro forma taking into account any repayment or prepayment that is due to be made on or prior to the last day of the then current Interest Period) by less than 5 per cent. no notification shall be made by the Facility Agent, and no payment shall be required under paragraph (a) above.

REPAYMENT

Repayment of the Facility

The Borrower shall repay:

the aggregate Loans in instalments by repaying on each Repayment Date an amount which reduces the Base Currency Amount of the outstanding aggregate Loans by EUR 25,000,000; and

the then outstanding Loans in full on the Maturity Date.

A repayment of Loans under paragraph (a) above shall be applied to reduce the Loans pro rata.

Re-borrowing

Separate loans

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended to the Maturity Date, and will be treated as separate Loans (each a “Separate Loan”).

The Company may prepay a Separate Loan by giving 5 (five) Business Days’ prior notice to the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph to the Defaulting Lender concerned as soon as practicable on receipt.

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Company by the time and date specified by the Facility Agent (acting reasonably) and will be payable by the Borrower to the Defaulting Lender on the last day of each Interest Period of that Loan.

The Interest Periods of this Agreement relating to Loans shall continue to apply to Separate Loans under the Facility other than to the extent inconsistent with paragraphs (a) to (c) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Mandatory prepayment – illegality

A Lender must notify the Facility Agent and the Obligors’ Agent promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender or an Affiliate of a Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.

After notification under paragraph (a):

the Company must repay or prepay the share of that Lender in each Loan to it, together with accrued interest and all other amounts accrued under the Finance Documents, on the date specified in paragraph (c) below; and

the Commitment of that Lender will be immediately cancelled.

The date for repayment or prepayment of a Lender’s share in a Loan will be:

the last day of the current Interest Period of that Loan; or

if earlier, the date specified by the Lender in the notification under paragraph (a) above which must not be earlier than the last day of any applicable grace period allowed by law.

Voluntary cancellation

The Company may, by giving not less than 5 (five) Business Days’ prior notice to the Facility Agent, cancel the undrawn amount of the Total Commitments in whole or in part.

Partial cancellation of the Total Commitments must be in a minimum amount of Euro 5,000,000 or a higher integral multiple of Euro 1,000,000.

Any cancellation in part will be applied against the Commitment of each Lender on a pro rata basis.

Voluntary prepayment of a Loan

The Company may prepay the whole or any part of a Loan, together with accrued interest on the amount to be prepaid, if it gives the Facility Agent not less than 5 (five) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice.

Any such prepayment must be in an amount that reduces the Base Currency Amount of the relevant Loan by a minimum amount of Euro 5,000,000 or a higher integral multiple of Euro 1,000,000.

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

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 9.2 (Voluntary cancellation) or Clause 10.8 (Right of cancellation and repayment in relation to a single Lender) or if the Commitment of any Lender is cancelled under Clause 9.1 (Mandatory prepayment – illegality) or Clause 10.1 (Mandatory prepayment – change of control) or if the whole or part of any Commitment is cancelled pursuant to Clause 10.6 (Automatic cancellation) 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 prepaid in accordance with Clause 10.8 (Right of cancellation and repayment in relation to a single Lender), Clause 9.1 (Mandatory prepayment – illegality) or Clause 10.1 (Mandatory prepayment – change of control) then the amount of the Repayment Instalments 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 9.3 (Voluntary prepayment of a Loan), Clause 10.2 (Mandatory Prepayment – Debt or Equity Issues), Clause 10.3 (Mandatory Prepayment – Disposals) or Clause 10.4 (Mandatory Prepayment – Acquisition Proceeds), then the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce in chronological order.

MANDATORY PREPAYMENT AND CANCELLATION

Mandatory prepayment – change of control

For the purpose of this Clause 10.1 a change of control occurs if IHKG ceases to control

the Company, and/or

its general partner (persönlich haftender Gesellschafter) that is not a natural person;

the power to direct the management and policies of an entity, whether due to the amount of capital contributions (Kapitaleinlagen) made to, or through the ownership of voting capital in, that entity, by contract or otherwise;

the holding beneficially (directly or indirectly) of more than 50 per cent. of the issued share capital of the Company and its general partner (persönlich haftender Gesellschafter) that is not a natural person; and

the power to cast, control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Company.

The Company must promptly notify the Facility Agent if it becomes aware of any Change of Control.

After the occurrence of a Change of Control:

if a Lender, upon notification by the Facility Agent of the occurrence of a Change of Control, so requires and notifies the Facility Agent within 30 (thirty) days of the Company notifying the Facility Agent of the occurrence of such event, the Facility Agent must, by notice to the Company:

cancel the Commitments of that Lender; and

declare that Lender’s participation in all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable,

a Lender will not be obliged to participate in a Loan.

Mandatory Prepayment — debt or equity Issues

For the purpose of this Clause 10.2:

The Company will ensure that any proceeds received by a member of the Group resulting from any Equity Issue or a Debt Issue after deducting reasonable expenses incurred by any member of the Group in connection with such Equity Issue or Debt Issue, will be applied in accordance with Clause 10.5 (Application of mandatory prepayments and cancellations) below.

Mandatory Prepayment — disposals

For the purpose of this Clause 10.3:

any sale, lease, licence, transfer, loan or other disposal by the Target (directly or indirectly) of any shares and/or interests in Utz Brands Holdings, LLC; or

any sale, lease, licence, transfer, loan or other disposal by the Target (directly or indirectly) of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions) (other than sale, lease, licence, transfer, loan or other disposal falling into paragraph (i) above); or

any sale of any of the shares and/or interests in the Target by a member of the Group,

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

any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance).

The Company shall ensure that any Disposal Proceeds will be applied in accordance with Clause 10.5 (Application of mandatory prepayments and cancellations) below, to the extent permitted under applicable law (including for the avoidance of doubt, any applicable capital maintenance or financial assistance or similar rules).

Paragraph (b) does not apply to any Disposal Proceeds resulting from a Disposal falling into paragraph (ii) of the Definition of “Disposal” and not exceeding EUR 15,000,000 (fifteen million) in aggregate at any time.

Limitations of any Guarantor’s obligations agreed under any of the Finance Documents apply mutatis mutandis to any payment pursuant to this Clause 10.3.

Mandatory prepayment – acquisition proceeds

For the purpose of this Clause 10.4:

against the Target or any of its Affiliates (or any employee, officer, director or adviser of any of them) in relation to the Acquisition Documents; or

against the provider of any due diligence report (in its capacity as a provider of that report) or any other report in connection with the Acquisition; or

due to the rescission or termination of the Merger Agreement,

in payment pursuant to the Merger Agreement as an adjustment to the purchase price (or equivalent consideration) for the Acquisition (except to the extent relating to a working capital adjustment);

to satisfy a liability of any member of the Group arising as a result of the relevant claim or in reinstatement of the relevant asset within, in each case, 90 (ninety) days;

to satisfy any reasonable expenses which are incurred by any member of the Group to persons who are not members of the Group;

in replacement or reinstatement of assets of members of the Group which have been lost, destroyed or damaged; or

to satisfy any Tax incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates and taking into account any available credit, deduction or allowance)

The Company shall ensure that any Acquisition Proceeds will be applied in prepayment of the Facility (and cancellation of available Commitments) in accordance with Clause 10.5 (Application of mandatory prepayments and cancellations) below.

Paragraph (b) above does not apply to any Acquisition Proceeds not exceeding (i) EUR 2,000,000 (two million) per Recovery Claim and (ii) EUR 10,000,000 (ten million) in aggregate at any time.

Limitations of any Guarantor’s obligations agreed under any of the Finance Documents apply mutatis mutandis to any payment pursuant to this Clause 10.4.

Application of mandatory prepayments and cancellations

A prepayment of Loans made under Clauses 10.2 (Mandatory Prepayment — Debt or Equity Issues), 10.3 (Mandatory Prepayment — Disposals) and 10.4 (Mandatory Prepayment – Acquisition Proceeds) will be applied in the following order:

first, in prepayment of Loans and corresponding cancellation of Commitments as contemplated in paragraphs (b) to (e) below; and

secondly, in cancellation of available Commitments on a pro rata basis.

Unless the Company makes an election under paragraph (c) below, amounts received under Clauses 10.2 (Mandatory Prepayment — debt or equity Issues), 10.3 (Mandatory Prepayment — disposals) and 10.4 (Mandatory Prepayment – acquisition proceeds) shall be used by the relevant member of the Group for prepayment promptly upon receipt of those proceeds.

Subject to paragraph (d) below, the Company may elect that any prepayment under Clauses 10.2 (Mandatory Prepayment – debt or equity Issues), 10.3 (Mandatory Prepayment – disposals) and 10.4 (Mandatory Prepayment – acquisition proceeds) above be applied in prepayment on the last day of the Interest Period relating to the Loan(s) prepaid. If the Company makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

If the Company has made an election under paragraph (c) above, but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

A prepayment of Loans shall prepay the Loans in reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by paragraph (d) of Clause 9.4 (Effect of cancellation and prepayment on scheduled repayments and reductions).

Automatic cancellation

Automatic termination

Right of repayment and cancellation of a single Lender

If the Company is, or will be, required to pay to a Lender:

a Tax Payment; or

an Increased Cost,

After notification under paragraph (a) above and subject to Clause 29.5 (Replacement of Lender):

the Company must repay or prepay that Lender’s share in each Loan made to it on the date specified in paragraph (c) below; and

the Commitments of that Lender will be immediately cancelled.

The date for repayment or prepayment of a Lender’s share in a Loan will be:

the last day of the Interest Period for that Loan; or

if earlier, the date specified by the Company in its notification.

Without prejudice to Clause 30.9 (Replacement of 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 Facility Agent 5 (five) Business Days’ notice of cancellation of the undrawn Commitment of that Lender;

upon the notice referred to in paragraph (i) above becoming effective, the undrawn Commitment of the Defaulting Lender shall immediately be cancelled; and

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

Miscellaneous provisions

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.

The Majority Lenders may agree a shorter notice period for a voluntary cancellation.

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

Any prepayment of a Loan (other than a prepayment pursuant to Clause 9.1 (Mandatory prepayment – Illegality), Clause 10.1 (Mandatory prepayment – Change of Control) or Clause 10.8 (Right of cancellation and repayment in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Utilisation.

INTEREST

Calculation of interest – Term Rate Loans

Margin; and

Term Reference Rate.

Payment of interest

Except where it is provided to the contrary in this Agreement, the Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period and also, if the Interest Period is longer than six months, on the dates falling at six-monthly intervals after the first day of that Interest Period.

If the Compliance Certificate received by the Facility Agent which relates to the audited consolidated financial statements of the Company shows that a higher or lower Margin should have applied during a certain period, then:

where a higher Margin should have applied, the Company shall promptly pay to the Facility Agent any amounts necessary to put the Facility Agent and the Lenders in the position they would have been in had the appropriate rate of the Margin applied during such period; or

where a lower Margin should have applied, the amount of interest payable in respect of the immediately succeeding interest payment at the end of the current Interest Period shall be reduced by the amount necessary to put the Company in the position it or they would have been had the appropriate Margin applied (and where the amount to be deducted exceeds the amount of interest payable on such day, any additional deductions shall be made on the last day of the next Interest Period to end after such day).

Interest on overdue amounts

If an Obligor fails to pay any amount (other than interest) payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount (other than interest) from its due date up to the date of actual payment, both before, on and after judgment.

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be 1 per centage point per annum above 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 this purpose, the Facility Agent may (acting reasonably):

select successive Interest Periods of any duration of up to 3 (three) months; and

determine the appropriate Specified Time for that Interest Period.

Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Interest Period, then:

the first Interest Period for that overdue amount will be the unexpired portion of that Interest Period; and

the rate of interest on the overdue amount for that first Interest Period will be 1 per centage point per annum above the rate then payable on that Loan.

Each Finance Party shall in accordance with the applicable provisions of the German Civil Code (Bürgerliches Gesetzbuch) be entitled to claim from the relevant Obligor further compensation for any further losses incurred and/or damages suffered as a result of that Obligor having failed to pay any amount payable by it under the Finance Documents on the due date for such payment. The relevant Obligor shall be free to prove that no damages have arisen or that damages have not arisen in the asserted amount and any Finance Party shall be entitled to prove that further damages have arisen. Any interest or lump sum accruing under this Clause 11.3 shall be immediately payable by the Obligor on demand by the Facility Agent.

Notification of rates of interest

The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement relating to a Term Rate Loan.

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

This Clause 11.4 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

INTEREST PERIODS

Selection

Subject to the provisions of this Agreement, the Company can choose an Interest Period for a Loan in the Request for that Loan:

if it is denominated in EUR, of either 3 (three) or 6 (six) months; or

if it is denominated in USD, of 3 (three) months,

Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Company not later than 9.30 a.m. 3 (three) Business Days before the first day of the next Interest Period.

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

No overrunning the Maturity Date

Notification

Non-Business Days

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 Term Rate Loan, the applicable Term Reference Rate shall be the Interpolated Primary Term Rate for a period equal in length to the Interest Period of that Loan.

Shortened Interest Period: If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the Interest Period of the Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Term Reference Rate shall be determined pursuant to the definition of “Term Reference Rate”.

Shortened Interest Period and Historic Primary Term Rate: If paragraph (b) above applies but no Primary Term Rate is available for the Interest Period of that Loan and it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the Historic Primary Term Rate for that Loan.

Shortened Interest Period and Interpolated Historic Primary Term Rate: If paragraph

above applies but no Historic Primary Term Rate is available for the Interest Period of the Loan, the applicable Term Reference Rate shall be the Interpolated Historic Primary Term Rate for a period equal in length to the Interest Period of that Loan.

Alternative Term Rate: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Primary Term Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable Term Reference Rate shall be the aggregate of:

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

any applicable Alternative Term Rate Adjustment.

Interpolated Alternative Term Rate: If paragraph (e) above applies but no Alternative Term Rate is available for the Interest Period of that Loan, the applicable Term Reference Rate shall be the aggregate of:

the Interpolated Alternative Term Rate for a period equal in length to the Interest Period of that Loan; and

any applicable Alternative Term Rate Adjustment.

Cost of funds: If paragraph (f) above applies but it is not possible to calculate the Interpolated Alternative Term Rate, Clause 13.3 (Cost of funds) shall apply to that Loan for that Interest Period.

Market disruption

a Market Disruption Rate is specified in the Reference Rate Terms for a Loan; and

before the Reporting Time for that Loan the Facility Agent receives notifications from a Lender or Lenders (whose participations in that Loan exceed 35 per cent. of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of that Market Disruption Rate,

Cost of funds

If this Clause 13.3 applies to a Loan for an Interest Period, Clause 11.1 (Calculation of interest – Term Rate Loans) shall not apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event by the Reporting Time for that Loan, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

If this Clause 13.3 applies pursuant to Clause 13.2 (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 Facility Agent by the relevant Reporting Time,

If this Clause 13.3 applies and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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

If this Clause 13.3 applies the Facility Agent shall, as soon as is practicable, notify the Company.

Break Costs

If an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum, the Company shall, within 3 (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 that 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 Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

TAXES

General

is lending through a Facility Office in the Borrower’s Tax Jurisdiction; or

is a Treaty Lender.

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

does not carry on a business in the Borrower’s Tax Jurisdiction through a permanent establishment with which that Lender’s participation in the Loan is effectively connected

Tax gross-up

Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.

If an Obligor or a Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must promptly notify the Facility Agent. The Facility Agent must then promptly notify the affected Parties.

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

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

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

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

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

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

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

Tax indemnity

Except as provided below, the Company must within 7 (seven) Business Days of demand by the Facility Agent indemnify a Finance Party against any loss or liability or cost which that Finance Party (in its absolute discretion) determines will be or has been suffered (directly or indirectly) by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.

Paragraph (a) above does not apply with respect to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

that Finance Party is incorporated or, if different, the jurisdiction (or juris-dictions) in which that Finance Party is treated as resident for tax purposes or (if different) maintains a permanent establishment (Betriebsstätte); or

that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose.

Paragraph (a) above does not apply to the extent a loss, liability or cost

is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied.

A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Obligors’ Agent of the event which will give, or has given, rise to the claim.

A Finance Party must, on receiving a payment from an Obligor under this Clause notify the Facility Agent.

Tax Credit

a Tax Credit is attributable either 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

Lender Status Confirmation

not a Qualifying Lender;

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

a Treaty Lender.

Stamp taxes

Value added taxes

All amounts set out, or 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 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 chargeable on any supply made by any Finance Party to any Party under a Finance Document and that Finance Party is required to account for the VAT, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration) 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 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), the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the VAT) or the Recipient (if the Recipient is required to account for the VAT) (in addition to and at the same time as paying that amount) an amount equal to the amount of VAT. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses but only to the extent that the Finance Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.

Any reference in this Clause 14.7 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the relevant legislation of any other jurisdiction having implemented Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112)).

If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, that Party must give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply and at such time that the Finance Party may reasonably request it.

INCREASED COSTS

Increased Costs

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

compliance with any law or regulation made after the date of this Agreement.

Exceptions

compensated for under another Clause or would have been but for an exception to that Clause;

attributable to a Finance Party or its Affiliate wilfully failing to comply with any law or regulation; or

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 Agreement (but excluding any amendment arising out of Basel III and/or CRD IV save to the extent excluded under paragraph (d) below) (“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);

attributable to the implementation or application of or compliance with Basel III or CRD IV to the extent the relevant regulatory information which forms the basis for the calculation of such Increased Costs was publicly available or otherwise available to the Lender claiming such Increase Costs and such Increase Costs were capable of being fully calculated prior to the date of this Agreement.

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

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

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

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

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

Claims

A Finance Party intending to make a claim for an Increased Cost must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Company.

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

MITIGATION

Mitigation

Each Finance Party must, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

any Tax Payment or Increased Cost being payable to that Finance Party;

that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality;

that Finance Party incurring any cost of complying with the minimum reserve requirements of the European Central Bank; or

any sum payable to a Finance Party or any other obligation incurred by an Obligor under this Agreement is or becomes non-deductible for purposes of determining the taxable income for German tax purposes solely because

such payment is made to, or such obligation is existing in respect of a Finance Party that is resident for tax purposes in a non-cooperative tax jurisdiction (nicht kooperatives Steuerhoheitsgebiet) within the meaning of the German Tax Haven Defence Act (Steueroasen-Abwehrgesetz) (including all regulations ordinances, decrees or directives existing in relation thereto and issued by the German tax authorities) as amended from time to time; or

the relevant creditor, beneficiary or beneficial owner for tax purposes of such payment cannot be properly identified upon a request to that effect pursuant to Section 160 of the German Fiscal Code (Abgabenordnung) as amended from time to time,

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

The Company must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this paragraph.

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

Conduct of business by a Finance Party

interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

PAYMENTS

Place

in the principal finance centre of the country of the relevant currency; or

in the case of Euro, in the principal financial centre of a Participating Member State or London,

Funds

Distribution

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank:

in the principal financial centre of the country of the relevant currency; or

in the case of euro, in the principal financial centre of a Participating Member State or London, as it may notify to the Facility Agent for this purpose by not less than five Business Days’ prior notice.

The Facility Agent may apply any amount received by it for an Obligor in or towards payment (as soon as practicable after receipt) of any amount due from that Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

Currency

Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined in this Clause 17.4.

Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

Each other amount payable under the Finance Documents is payable in Euro.

No set-off by Obligors

Business Days

If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Facility Agent determines is market practice.

During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

Impaired Agent

If, at any time, the Facility Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Facility Agent in accordance with Clauses 17.1 (Place) and 17.2 (Funds) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account (Treuhandkonto) for the benefit of the Party or Parties entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

A Party which has made a payment in accordance with this Clause 17.7 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

Promptly upon the appointment of a successor Facility Agent in accordance with Clause 24.13 (Resignation of the Facility Agent), each Party which has made a payment to a trust account in accordance with this Clause 17.7 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Facility Agent for distribution in accordance with Clause 17.3 (Distribution).

Partial payments

If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Finance Documents, the Facility Agent must apply that payment towards the obligations of the Obligors under the Finance Documents in the following order:

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Parties under the Finance Documents;

secondly, in or towards payment pro rata of any accrued interest or fee due but unpaid under this Agreement;

thirdly, in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

This Clause 19.8 will override any appropriation made by an Obligor.

Timing of payments

Disruption to payment systems

the Facility Agent may, and shall if requested to do so by the Obligors’ Agent, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 31 (Amendments and Waivers);

the Facility Agent shall not be liable for any damages, costs or losses whatsoever (unless caused by the Facility Agent’s wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit)) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 19.10; and

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Amounts paid in error

If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent within ten (10) Business Days.

Neither:

the obligations of any Party to the Facility Agent; nor

the remedies of the Facility Agent, (whether arising under this Clause 19.11 or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 19.11 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

GUARANTEE AND INDEMNITY

Guarantee (Garantie) and indemnity (Ausfallhaftung)

guarantees (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to each Finance Party to pay to that Finance Party any amount of principal, interest, costs, expenses or other amount under or in connection with the Finance Documents that has not been fully and irrevocably paid by the Borrower; the payment shall be due (fällig) within three Business Days of a written demand by a Finance Party (or the Facility Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount under or in connection with the Finance Documents that has not been fully and irrevocably paid by the Borrower; and

undertakes vis-à-vis each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation of the Borrower under or in connection with any Finance Document or any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover (Ersatz des positiven Interesses) and that claim shall be due (fällig) within three Business Days of a written demand by that Finance Party (or the Facility Agent on its behalf).

Continuing and independent guarantee and indemnity

Reinstatement

the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

Excluded defences

The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of any Borrower and which would reduce, release or prejudice any of its obligations under this Clause 18, including any personal defences of any Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of any Borrower.

The obligations of each Guarantor under this Clause 18 are independent from any other security or guarantee which may have been or will be given to the Finance Parties. In particular, the obligations of each Guarantor under this Clause 18 will not be affected by any of the following:

the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Document;

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 any other person 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 a deterioration of the financial condition of any other Obligor; or

any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Document.

For the avoidance of doubt nothing in this Clause 18 shall preclude any defences that any Guarantor (in its capacity as Guarantor only) may have against a Finance Party that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations.

Immediate Recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party 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 18.

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

to take the benefit (in whole or in part and whether by way of legal 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.

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 for German Guarantors

In the case of a Guarantor incorporated in Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”) or established in Germany as a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (a “German GmbH & Co. KG Guarantor”, together with any “German GmbH Guarantor” hereinafter referred to as “German Guarantor”) the enforcement of the guarantee granted pursuant to this Clause 18 (the “Guarantee”) against such German Guarantor shall be limited as follows:

The enforcement of the Guarantee shall be limited, if and to the extent that the relevant German Guarantor guarantees obligations of an affiliated company (verbundenes Unternehmen) of such German Guarantor within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than any of the German Guarantor’s Subsidiaries) and that, in such case, the enforcement of the Guarantee (a) would cause the German Guarantor’s, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s assets (the calculation of which shall include all items set forth in Section 266(2) A, B, C and E of the German Commercial Code (Handelsgesetzbuch)) less the German Guarantor’s, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s liabilities (the calculation of which shall include all items set forth in Section 266(3) A II. to V. (but only to the extent that these items may not, in the relevant case, be employed for distributions to shareholders (einer gesetzlichen Ausschüttungssperre unterliegen) pursuant to Section 268(8) of the German Commercial Code), B, C and D of the German Commercial Code, but shall, for the avoidance of doubt, exclude the liabilities under this Guarantee) (the “Net Assets”) to be less than its respective registered share capital (Stammkapital) (Begründung einer Unterbilanz) or (b) (if the German Guarantor’s, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s Net Assets are already less than its respective registered share capital) would cause such deficit to be further increased (Vertiefung einer Unterbilanz).

For the purposes of the calculation of the Net Assets pursuant to paragraph (a)(i) above the following balance sheet items shall be adjusted as follows:

in case the registered share capital of the German Guarantor, or, where the guarantor is a German GmbH & Co KG Guarantor, of its general partner, is not fully paid up (nicht voll eingezahlt), the relevant amount which is not paid up shall be deducted from the registered share capital;

the amount of any increase after the date of this Agreement of the German Guarantor’s, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s registered share capital which has been effected without the prior written consent of the Facility Agent and which is made out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) shall be deducted from the registered share capital;

loans provided to the relevant German Guarantor or, where the guarantor is a German GmbH & Co. KG Guarantor, its general partner, by a member of the Group or by a direct or indirect share-holders of that German Guarantor or, where the guarantor is a German GmbH & Co. KG, its general partner, shall be disregarded if they are subordinated by an agreement within the meaning of section 19 (2), second sentence of the German Insolvency Code (Insolvenzordnung), unless the creditor of such loan is also an Obligor; and

loans and other contractual liabilities incurred in violation of any Finance Document shall be disregarded.

In addition, the German Guarantor and, where the guarantor is a German GmbH & Co KG Guarantor, also its general partner shall realise, to the extent legally permitted, in a situation where after enforcement of the Guarantee the German Guarantor, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner would not have Net Assets in excess of its respective registered share capital, any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the asset, and which are not operationally necessary to continue its, or, where the guarantor is German GmbH & Co. KG Guarantor, its general partner’s, existing business. The German Guarantor and/or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner shall, prior to such realisation, assign its respective claim for the purchase price or other proceeds from the realisation to the Facility Agent for security purposes (Sicherungsabtretung) unless otherwise agreed or directed by the Facility Agent (acting on the instructions of the Majority Lenders), provided that the limitations set out in this Clause 18.10 shall apply in respect of any realisation of any such assigned claim mutatis mutandis.

The enforcement of the Guarantee shall initially be excluded pursuant to paragraph (a)(i) of Clause 18.10 above if no later than 10 (ten) Business Days following a demand by the Facility Agent to make a payment under the Guarantee, the managing directors on behalf of the German Guarantor have confirmed in writing to the Facility Agent:

to what extent the Guarantee granted hereunder is an up-stream or cross-stream guarantee as described in paragraph (a) of Clause 18.10 above; and

which amount of such cross-stream and/or up-stream guarantee cannot be enforced as it would cause the Net Assets of the German Guarantor, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner to be less than its respective registered share capital (taking into account the adjustments set out in paragraph (a)(ii) of Clause 18.10 above and the realisation duties set out in (a)(iii) Clause 18.10 above),

Following the Facility Agent’s receipt of a Management Determination, any further enforcement of the Guarantee (ie any enforcement to which the Facility Agent is not already entitled to pursuant to paragraph (a)(iv) of Clause 18.10) shall be excluded pursuant to paragraph (a)(i) of Clause 18.10 above for a period of no more than 30 (thirty) days only. If the Facility Agent receives within such 30 (thirty) day period (a) an up-to date balance sheet together with (b) a determination in each case prepared by auditors of international standing and reputation appointed by the relevant German Guarantor either confirming the Management Determination or setting out deviations from the Management Determination (the “Auditor’s Determination”), the further enforcement of the Guarantee shall be limited, if and to the extent such enforcement would, in accordance with the Auditor’s Determination cause the German Guarantor’s, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s Net Assets to be less than (or to fall further below) the amount of its respective registered share capital in each case as calculated and adjusted in accordance with paragraph (a)(i) of Clause 18.10 and paragraph (a)(ii) of Clause 18.10 above. If the German Guarantor fails to deliver an Auditor’s Determination within 30 (thirty) days after receipt of the Management Determination, the Facility Agent shall be entitled to enforce the Guarantee without any limitation or restriction.

The limitations set out in paragraph (a) of this Clause 18.10 shall not apply (or, as the case may be, shall cease to apply):

if and to the extent the relevant German Guarantor guarantees any amounts borrowed under this Agreement which are lent or on-lent to such German Guarantor or any of its Subsidiaries from time to time; provided that the burden of demonstrating that no amounts have been on-lent is on the German Guarantor, and provided further that an up-to-date financial statement of the German Guarantor prepared in accordance with the principles applicable to its unconsolidated balance sheet (Jahresabschluss according to section 42 of the German Limited Liability Companies Act (GmbH-Gesetz), sections 242, 264 German Commercial Code (Handelsgesetzbuch)) and setting out in reasonable detail in its annex (Anhang) any such on-lending (including to its Subsidiaries) or confirming its non-existence, shall constitute prima facie evidence for this purpose;

subject to the conditions of section 30 of the German Act on Limited Liability Companies (GmbH-Gesetz), if and when a domination agreement (Beherrschungsvertrag) and/or a profit absorption agreement (Gewinnabführungsvertrag), is or becomes effective between the relevant German Guarantor as dominated entity (beherrschtes Unternehmen) and an Affiliate (which is not a Subsidiary of that German Guarantor) unless the existence of such domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) does not lead to the inapplicability of Section 30 sub-section 1 sentence 1 GmbHG;

if and to the extent for any other reason the deficit (Unterbilanz) referred to in paragraph (a)(i) of Clause 18.10 above does not constitute a breach of the German Guarantor’s or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s obligations to maintain its registered share capital pursuant to sections 30 et seq. of the German Act on Limited Liability Companies (GmbH-Gesetz);

if and to the extent that they are not necessary for the purposes of protecting the German Guarantor’s directors, or, where the guarantor is a German GmbH & Co KG Guarantor, its general partner’s directors from any liability under Sections 30, 43 GmbHG (including in case of any opening of insolvency proceedings over such German Guarantor (and/or where the guarantor is a German GmbH & Co KG Guarantor, its general partner)).

In the case of a Guarantor incorporated in Germany as a German stock corporation, the enforcement of the Guarantee granted pursuant to this Clause 18 against such German Guarantor is limited if and to the extent that enforcement would lead to a breach of Section 57 German stock corporation act (AktG). These limitations shall in any event not apply (or, as the case may be, shall cease to apply):

if and to the extent that the relevant German Guarantor guarantees any amounts borrowed under this Agreement which are lent or on-lent to such German Guarantor or any of its Subsidiaries from time to time; or

if it is covered (gedeckt) by a full-value (vollwertigen) repayment, indemnity or recourse claim within the meaning of Section 57 para. 1 sentence 2 second alternative German stock corporation act of the German AG Security Provider (for the avoidance of doubt, other than claims against the managing director (Geschäftsführer)); or

if the relevant German Guarantor is a dependent (abhängig) and/or profit pooling (gewinnabführend) company subject to a domination and/or a profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag).

With respect to paragraph (b)(iii) of Clause 18.10 the Parties agree that, in case (and for so long as) either the Federal Supreme Court (BGH) or a Higher Regional Court (OLG) determine in a final non-appealable judgment that in order to achieve the inapplicability of section 57 German stock corporation act the relevant loss compensation claim of a German stock corporation in respect of a domination and/or a profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) must also be covered by an adequate (vollwertig) compensation claim, then paragraph (a)(iii) of Clause 18.10 shall be interpreted in such a way that the relevant loss compensation claim of any relevant German Guarantor under its domination and/or profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) must also be covered by an adequate (vollwertig) compensation claim.

The limitations set out in paragraph (a) of Clause 18.10 and paragraph (b) of Clause 18.10 above shall not affect the right of the Finance Parties to claim again any outstanding amount at a later point in time if and to the extent that this Clause 18.10 would allow this at that later point.

For the avoidance of doubt, nothing in this Agreement shall be interpreted as a restriction or limitation of (1) the enforcement of the Guarantee to the extent such Guarantee guarantees obligations of the German Guarantor itself in its capacity as Borrower or obligations of any of its direct or indirect Subsidiaries including in each case their legal successors or (2) the enforcement of any claim of any Finance Party against the Borrower (in such capacity) under this Agreement.

Limitations for Additional Guarantors

REPRESENTATIONS AND WARRANTIES

Representations and warranties

Status

It is a limited liability company or, as the case may be, a limited liability partnership with a limited liability company as general partner, or, as the case may be, a private unlimited company, or as the case may be, a joint stock company in each case duly incorporated or, in the case of a limited liability partnership, established and validly existing under the laws of its jurisdiction of original incorporation or, as the case may be, establishment.

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

Powers and authority

Legal validity and admissibility in evidence

each Finance Document to which it is a party is its legally binding, valid and enforceable obligation; and

each Finance Document to which it is a party is admissible in evidence and is in the proper form for its enforcement in the jurisdiction of its incorporation.

Non-conflict

any law or regulation applicable to it (in the jurisdiction of its incorporation or establishment only to the extent such conflict is material and would be adverse to the risk position of the Lenders);

in any material respect with its or any of its Subsidiaries’ constitutional documents; or

any document which is binding upon it or its assets to the extent a conflict would have a Material Adverse Effect.

No default

No Default is outstanding or will result from the entry into of, or the performance of any transaction contemplated by, any Finance Document to which it is a party; and

no other event or circumstance is outstanding which constitutes a default under any Acquisition Document or other document which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries’ assets to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.

Authorisations

All authorisations required or desirable 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, have been obtained or effected and are in full force and effect.

It has obtained all authorisations necessary for the conduct of its business, trade and ordinary activities, and all such authorisations are in full force and effect.

Financial statements

Its financial statements most recently delivered to the Facility Agent (which, in the case of the Company at the date of this Agreement, are the Original Financial Statements):

have been prepared in accordance with GAAP, consistently applied; and

if audited, give a true and fair view of, or, if unaudited, fairly represent its financial condition (consolidated, if applicable) as at the date to which they were drawn up,

The three-year rolling forecast most recently delivered to the Facility Agent pursuant to and in compliance with Clause 20.4 (Rolling forecast) was prepared with due diligence on the basis of current information which, at the time the relevant forecast was prepared, were true and correct in all material respects, and assumptions which the Company considers to be reasonable and fair.

Pari passu ranking

Good title to assets

No material adverse change

Insolvency

corporate action, legal proceeding or other procedure or step described in Clause 23.9 (Insolvency); or

in Clause 23.10 (Creditors’ process),

none of the circumstances described in Clause 23.9 (Insolvency) applies to a member of the Group.

Centre of main interest

Taxes on payments

Stamp duties

Jurisdiction/governing law

In this Clause:

its jurisdiction of incorporation; and

any jurisdiction where it has its centre of main interests.

Its:

irrevocable submission under the Finance Documents to the jurisdiction of the German courts; and

agreement that each Finance Document is governed by German law;

any judgment obtained in Germany will be recognised and be enforceable by the courts of its Relevant Jurisdiction provided, in the case of any Obligor incorporated in Australia, the enforcement of the judgment would not be contrary to public policy in the Relevant Jurisdiction.

Sanctions

None of the Obligors nor any of their Subsidiaries nor to the best of their knowledge after due and careful enquiry, any of their joint ventures, any of their respective directors, officers, employees nor any persons acting on any of their behalf (other than the Finance Parties or any of their affiliates)

is a Restricted Party or is engaging in or has engaged in any transaction or conduct that could result in it becoming a Restricted Party, or

has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

Each Obligor has established and maintains policies and procedures designed to fully comply with Sanctions.

No Sanctions are breached by any Obligor due to its entry into the Finance Documents or the transactions contemplated thereby.

Nothing in this Clause 19.17 or Clause 22.14 (the “Sanctions Provisions”) shall create or establish an obligation or right for the Obligors and their Subsidiaries to the extent that, by having any such obligation or right an Obligors or its Subsidiary (or any director, officer, employee, agent or affiliate thereof) would violate or be under any liability in relation to section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung), the Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom) or any other applicable anti-boycott law or regulation (“Blocking Law”) and the Sanctions Provisions shall be so limited in relation to the Obligors and their Subsidiaries and to that extent shall not be made by nor apply to the Obligors and their Subsidiaries.

In relation to a Finance Party incorporated in Germany or that otherwise notifies the Facility Agent that it is to be regarded as a “Restricted Finance Party” for this purpose or if the Facility Agent is to be regarded as a “Restricted Finance Party” for this purpose (each a “Restricted Finance Party”), the Sanctions Provisions shall only apply for the benefit of that Restricted Finance Party to the extent that such application does not violate or result in any liability under any Blocking Law.

In connection with any amendment, waiver, determination, declaration, decision (including a decision to accelerate) or direction relating to any part of any Sanctions Provision (each a “Relevant Measure”) the following applies:

each Restricted Finance Party shall, without undue delay following its receipt of a request for a Relevant Measure, inform the Facility Agent whether or not that Restricted Finance Party has, in the given circumstances in accordance with paragraph (d) above, the benefit of the Sanctions Provision in respect of which that Relevant Measure is sought; and

if (a) a Restricted Finance Party informs the Facility Agent in accordance with this paragraph (f) that that Restricted Finance Party does not have, in the given circumstances in accordance with this paragraph (f), the benefit of the Sanctions Provision in respect of which that Relevant Measure is sought, or (b) a Restricted Finance Party does not inform the Facility Agent in accordance with paragraph (i) above within five Business Days after that Restricted Finance Party’s receipt of the request for that Relevant Measure:

the Commitments of a Lender that is a Restricted Finance Party; and

the vote of any other Restricted Finance Party which would be required to vote in accordance with the provisions of this Agreement

Times for making representations and warranties

The representations and warranties set out in this Clause 19 are made by the Company on the Signing Date.

Unless a representation and warranty is expressed to be given at a specific date, each representation and warranty set out in Clause 19.2 (Status) to 19.17 (Sanctions) is expressly repeated:

by each Additional Guarantor and the Company in the relevant Accession Agreement on the date on which that Additional Guarantor becomes an Obligor; and

by the Company in the relevant Request, and is deemed to be repeated on the first day of each Interest Period; and

by the Company in each Compliance Certificate.

When a representation and warranty is repeated, it is applied to the facts and circumstances existing at the time of repetition.

Each Obligor (other than the Company) hereby empowers (bevollmächtigt) the Obligors’ Agent to make the Repeating Representations on its behalf as its proxy (Stellvertreter). Each Obligor (other than the Company) hereby exempts the Obligors’ Agent from the restrictions pursuant to § 181 of the German Civil Code (Bürgerliches Gesetzbuch) for the purpose of making the Repeating Representations on its behalf as proxy.

INFORMATION COVENANTS

Financial statements

The Company must supply to the Facility Agent in sufficient copies for all the Lenders during the term of this Agreement:

its audited consolidated and audited unconsolidated financial statements for each Financial Year;

the audited consolidated financial statements (Testatsversion) of IHKG for each Financial Year;

the audited unconsolidated and, if prepared, audited consolidated financial statements of each other Obligor for each of their respective Financial Years;

its quarterly consolidated and unconsolidated financial statements, on a year-to-date basis, for each Financial Quarter of each of its Financial Years; and

the quarterly unconsolidated and, if prepared, consolidated financial statements of each other Obligor, on a year-to-date basis, for each Financial Quarter of each of their respective Financial Years.

All financial statements must be supplied as soon as they are available and:

in the case of the Company’s audited consolidated and audited unconsolidated financial statements, within 180 (one hundred-eighty) days,

in the case of each other Obligor’s audited unconsolidated and, if available, audited consolidated financial statements, within 180 (one hundred-eighty) days,

in the case of the Company’s quarterly consolidated and unconsolidated financial statements, within 45 (forty-five) days,

in the case of each other Obligor’s quarterly unconsolidated and, if available, consolidated financial statements, within 45 (forty-five) days, with the proviso, that such financial statements do not need to be signed by the relevant Obligors, and

of the end of the relevant financial period.

Form of financial statements

The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up, provided that the Lenders agree that

the Obligors may avail themselves of statutory simplification rules (Vereinfachungsvorschriften), eg, without limitation, sections 291 et seq. of the German Commercial Code (Handelsgesetzbuch), as may be applicable to them from time to time except in relation to the consolidated financial statements (audited or unaudited) of the Company provided that in respect of each other Borrower, the Company must ensure each set of financial statements supplied under this Agreement in respect of the Borrower contains, without limitation, a balance sheet (Bilanz) and a profit and loss statement (Gewinn- und Verlustrechnung) and, if prepared, any notes or other supplements thereto; and

each set of the financial statements to be supplied for each Obligor other than the Company pursuant to paragraph (a)(ii) of Clause 20.1 above, may be prepared, in accordance with the provisions of the German Commercial Code (Handels-gesetzbuch) in the form of a Handelsbilanz II., provided that each such financial statement shall be signed by duly authorised representatives of the relevant Obligor.

The Company must ensure that each set of quarterly consolidated and unconsolidated financial statements supplied under paragraph 22.1 (Financial statements) above, includes, in any event, a balance sheet, a profit and loss statement and, in the case of any consolidated financial statement, a consolidated cash flow statement of the Company.

The Company must promptly notify the Facility Agent of any change to the manner in which its audited consolidated financial statements are prepared.

If requested by the Facility Agent, the Company must supply to the Facility Agent:

a full description of any change notified under paragraph (c) above; and

sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement.

If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 (thirty) days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties.

Notwithstanding any change to the manner in which its audited consolidated financial statements are prepared that may have taken effect after the date to which its Original Financial Statements were prepared, the Company must in this case supply with each set of its financial statements supplied after the first such change to the manner in which its audited consolidated financial statements are prepared, another set of its financial statements prepared on the same basis as the Original Financial Statements.

Compliance Certificate; Frozen GAAP

The Company must supply to the Facility Agent a Compliance Certificate with each set of its audited consolidated financial statements and each set of its quarterly consolidated financial statements of each of its Financial Years sent to the Facility Agent under this Agreement, provided that, if any change shall have occurred to the manner in which its audited consolidated financial statements are prepared after the date to which the Original Financial Statements were prepared (including, without limitation, as a result of any change in applicable legislation, e.g., pursuant to the German Bilanzrechtsmodernisierungsgesetz – BilMoG), the Company must as of such time supply each Compliance Certificate delivered pursuant to this Clause 20.3 together with, and calculated on the basis of, a supplement to the set of its financial statements for the relevant financial period, setting out, or allowing without reference to any other documentation, a re-calculation of the relevant financial statements on the same basis as the Original Financial Statements (the “Frozen GAAP Calculation”), and compliance with the provisions of Clause 21 (Financial covenants) and any adjustment in the Margin pursuant to the table under “Part 2 (Euro Term Rate Loans – Margin)” of Schedule 11 (Reference Rate Terms) will in each case be determined by reference to that Compliance Certificate and the relevant Frozen GAAP Calculation on which that Compliance Certificate is based.

A Compliance Certificate must be signed by a sufficient number of the Company’s authorised signatory/ies (Geschäftsführer, Vorstände, Prokuristen (as applicable)).

Rolling forecast

Information - miscellaneous

copies of all documents despatched by the Company to its financial creditors generally or any class of them at the same time as they are despatched;

promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings, the subject value of which exceeds, on an individual case basis, Euro 20,000,000 (twenty million) or, in aggregate at any time, Euro 30,000,000 (thirty million), which have been started or, to the best of its knowledge, threatened against any member of the Group;

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

Information – acquisitions

an updated three-year rolling forecast in accordance with Clause 20.4 (Rolling forecast) including the acquisition target on a pro forma basis, demonstrating that the relevant acquisition will not, during the period covered by the relevant forecast, result in any obligation of the Company pursuant to Clause 21 (Financial covenants) being breached;

written confirmation that the acquisition is made on arm’s length terms;

evidence in form and substance satisfactory to the Facility Agent that the business of the acquisition target is in line with the general nature of the business of the Group; and

evidence in form and substance satisfactory to the Facility Agent that the Company and/or the relevant member of the Group making that acquisition has carried out all relevant measures with respect to (tax, legal and financial) due diligences as may be appropriate for the acquisition in question.

Information on merger control

Notification of Default

Unless the Facility Agent has already been so notified by another Obligor, each Obligor must notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly on request by the Facility Agent, the Company must supply to the Facility Agent a certificate, signed by two of its authorised signatories on its behalf, certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

Change of fiscal year

Customer due diligence requirements

Each Obligor must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements (“know-your-customer” requirements).

Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to carry out and be satisfied with the results of all customer due diligence requirements.

Information miscellaneous

promptly on request, such further information as required in order to comply with the Lenders’ obligations under section 18 of the German Banking Act (Kreditwesengesetz) or similar provisions under any other applicable law;

promptly upon becoming aware of them, the details of any event giving rise to a mandatory prepayment;

promptly upon becoming aware of them, details of any event which has or is reasonably likely to have a Material Adverse Effect;

promptly the details of any waiver, amendment, confirmation, modification or supplement to or in relation to the Merger Agreement; and

promptly upon the Closing Date (as defined in the Merger Agreement) a confirmation that the Acquisition has been completed in accordance with the Merger Agreement.

FINANCIAL COVENANTS

Definitions

In this Clause:

including the operating profit before interest, taxes, depreciation, amortisation and impairment charges (EBITDA) of a member of the Group or attributable to a business or assets (the latter evidenced in reasonable detail or by due diligence report) acquired during the Measurement Period for that part of the Measurement Period when it was not a member of the Group and/or the business or assets were not owned by a member of the Group; and

excluding the EBITDA attributable to any member of the Group or to any business or assets sold during that Measurement Period.

plus depreciation on financial assets and trade securities;

plus depreciation on the business value/goodwill;

plus depreciation on immaterial fixed assets and other fixed assets;

plus interest and comparable expenses including expenses for interest hedging that are not interest;

plus any arrangement, financing and legal fees, break costs and other external costs related to this financing (but only to the extent as such are or shall be included in the consolidated financial statements for the financial year 2025);

plus any unrealised currency losses and minus any unrealised currency gains;

plus any non-recurring restructuring costs in relation to acquisitions permitted under this Agreement, in particular for legal restructuring, finance integration, IT integration, logistic integration, headhunting and severance payments, extraordinary travel expenses, removal of business location and the retention bonus for the management of the acquired group, company and/or assets but excluding refurbishment and repair and provided that such costs do not exceed an aggregate amount of Euro 20,000,000 (twenty million) per annum;

plus non-recurring costs arising under, or in connection with, this Agreement;

minus other interest income and comparable income;

minus profits from other securities and loans of financial fixed assets; and