Foraco International SA - Capital/Financing Update 2021

BONDS FACILITIES AGREEMENT

FORACO INTERNATIONAL S.A. FORACO CANADA LTD. as Issuers and Original Guarantors

THE ORIGINAL SUBSCRIBERS listed in Schedule 1 ( The Original Subscribers )

FORACO AUSTRALIA PTY LTD. FORACO HOLDING PARTICIPAÇOES LTDA SERVITEC FORACO SONDAGEM SA as Original Guarantors

GLAS SAS as Agent

and

GLAS SAS as Security Agent

7 JULY 2021

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45, RUE SAINT-DOMINIQUE 75007 PARIS

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Clause		Page
1.	DEFINITIONS AND INTERPRETATION .......................................................................... 1
	1.1	DEFINITIONS.................................................................................................................. 1
	1.2	CONSTRUCTION........................................................................................................... 44
	1.3	FRENCHTERMS........................................................................................................... 46
	1.4	BRAZILIANTERMS...................................................................................................... 47
	1.5	EXCHANGE RATE FLUCTUATION................................................................................. 47
	1.6	BASKETS,TESTS AND PERMISSIONS............................................................................ 47
	1.7	THIRDPARTYRIGHTS................................................................................................. 48
2.	THE	FACILITIES ................................................................................................................. 48
	2.1	THEFACILITIES........................................................................................................... 48
	2.2	BOND INSTRUMENTS:MISCELLANEOUS...................................................................... 48
	2.3	BOND INSTRUMENTS:SELLING RESTRICTIONS............................................................ 49
	2.4	PRIVATE PLACEMENT OFBONDS– NO PUBLIC OFFERING INFRANCE........................ 50
	2.5	FINANCEPARTIES'RIGHTS AND OBLIGATIONS........................................................... 50
	2.6	OBLIGORS' AGENT...................................................................................................... 51
3.	PURPOSE ............................................................................................................................... 51
	3.1	PURPOSE...................................................................................................................... 51
	3.2	MONITORING............................................................................................................... 52
4.	CONDITIONS OF ISSUE ..................................................................................................... 52
	4.1	INITIAL CONDITIONS PRECEDENT................................................................................ 52
	4.2	FURTHER CONDITIONS PRECEDENT............................................................................. 52
	4.3	MAXIMUM NUMBER OFISSUES................................................................................... 53
5.	ISSUES .................................................................................................................................... 53
	5.1	DELIVERY OF ANISSUEREQUEST............................................................................... 53
	5.2	COMPLETION OF ANISSUEREQUEST FORISSUES....................................................... 53
	5.3	CURRENCY AND AMOUNT........................................................................................... 53
	5.4	BONDHOLDERS'PARTICIPATION................................................................................. 53
	5.5	LIMITATIONS ONISSUES............................................................................................. 53
	5.6	CANCELLATION OFCOMMITMENT.............................................................................. 54
6.	BONDS REGISTERS ............................................................................................................ 54
	6.1	AGENT TO MAINTAINBONDSREGISTERS................................................................... 54
	6.2	MAINTENANCE OFBONDSREGISTERS........................................................................ 54
7.	BONDS CERTIFICATES ..................................................................................................... 55
	7.1	ISSUE OFBONDSCERTIFICATES.................................................................................. 55
	7.2	SIGNING AND AUTHENTICATINGBONDSCERTIFICATES............................................. 55
	7.3	STATUS OFBONDSCERTIFICATE................................................................................ 55
	7.4	STOCKS OF BLANKBONDSCERTIFICATES.................................................................. 55

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	7.5	DELIVERY OF REPLACEMENTS.................................................................................... 55
	7.6	REPLACEMENTBONDSCERTIFICATES........................................................................ 55
	7.7	REPLACEMENTS TO BE NUMBERED............................................................................. 55
	7.8	CANCELLATION AND DESTRUCTION........................................................................... 56
	7.9	NOTIFICATION............................................................................................................. 56
8.	SCHEDULED REPAYMENTS ............................................................................................ 56
9.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION .................... 56
	9.1	ILLEGALITY................................................................................................................. 56
	9.2	VOLUNTARY CANCELLATION...................................................................................... 57
	9.3	VOLUNTARY PREPAYMENT OFISSUES........................................................................ 57
	9.4	RIGHT OF CANCELLATION AND REPAYMENT IN RELATION TO A SINGLE
		BONDHOLDER............................................................................................................. 57
	9.5	RIGHT OF CANCELLATION IN RELATION TO ADEFAULTINGBONDHOLDER............... 58
10.	MANDATORY PREPAYMENT ......................................................................................... 58
	10.1	EXIT............................................................................................................................ 58
	10.2	DISPOSALPROCEEDS.................................................................................................. 58
	10.3	APPLICATION OFMANDATORYPREPAYMENTS.......................................................... 59
	10.4	EXCLUDED PROCEEDS................................................................................................. 59
	10.5	TRAPPEDCASH........................................................................................................... 59
11.	RESTRICTIONS ................................................................................................................... 60
	11.1	NOTICES OFCANCELLATION ORPREPAYMENT.......................................................... 60
	11.2	INTEREST AND OTHER AMOUNTS................................................................................ 61
	11.3	PREPAYMENT IN ACCORDANCE WITHAGREEMENT.................................................... 61
	11.4	NO REINSTATEMENT OFCOMMITMENTS..................................................................... 61
	11.5	AGENT'S RECEIPT OF NOTICES..................................................................................... 61
	11.6	EFFECT OFREPAYMENT ANDPREPAYMENT ONCOMMITMENTS................................ 61
	11.7	ROUNDING UP............................................................................................................. 61
12.	RATE	SWITCH ..................................................................................................................... 61
	12.1	SWITCH TOCOMPOUNDEDREFERENCERATE............................................................ 61
	12.2	DELAYED SWITCH FOR EXISTINGTERMRATEISSUE.................................................. 62
	12.3	EARLY TERMINATION OFINTERESTPERIODS FOR EXISTINGTERMRATEISSUE........ 62
	12.4	NOTIFICATIONS BYAGENT......................................................................................... 62
13.	INTEREST ............................................................................................................................. 63
	13.1	CALCULATION OF INTEREST– TERMRATEISSUE...................................................... 63
	13.2	CALCULATION OF INTEREST– COMPOUNDEDRATEISSUE........................................ 63
	13.3	PAYMENT OF INTEREST............................................................................................... 63
	13.4	DEFAULT INTEREST..................................................................................................... 63
	13.5	NOTIFICATION OF RATES OF INTEREST....................................................................... 64
	13.6	INTERESTACT(CANADA) ........................................................................................... 64

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14.	INTEREST PERIODS........................................................................................................... 65	INTEREST PERIODS........................................................................................................... 65
	14.1	SELECTION OFINTERESTPERIODS ANDTERMS.......................................................... 65
	14.2	NON-BUSINESSDAYS................................................................................................. 65
15.	CHANGES TO THE CALCULATION OF INTEREST ................................................... 65
	15.1	UNAVAILABILITY OFSCREENRATE PRIOR TORATESWITCHDATE.......................... 65
	15.2	CALCULATION OFREFERENCEBANKRATE............................................................... 66
	15.3	MARKET DISRUPTION.................................................................................................. 66
	15.4	COST OF FUNDS........................................................................................................... 66
	15.5	NOTIFICATION TO THEPARENT................................................................................... 67
	15.6	BREAKCOSTS............................................................................................................. 67
16.	FEES ....................................................................................................................................... 68
	16.1	UP-FRONTFEE............................................................................................................. 68
	16.2	AGENCY FEE................................................................................................................ 68
	16.3	SECURITYAGENT FEE................................................................................................. 68
	16.4	PREPAYMENTFEE....................................................................................................... 68
	16.5	EXITFEE..................................................................................................................... 69
	16.6	NO DEAL/NO FEES....................................................................................................... 70
17.	TAX GROSS-UP AND INDEMNITIES .............................................................................. 70
	17.1	DEFINITIONS................................................................................................................ 70
	17.2	TAX GROSS-UP............................................................................................................ 71
	17.3	TAX INDEMNITY.......................................................................................................... 72
	17.4	TAXCREDIT................................................................................................................ 73
	17.5	BONDHOLDERSTATUSCONFIRMATION...................................................................... 73
	17.6	STAMP TAXES.............................................................................................................. 74
	17.7	VAT ............................................................................................................................ 74
	17.8	FATCA INFORMATION............................................................................................... 75
	17.9	FATCA DEDUCTION................................................................................................... 76
18.	INCREASED COSTS ............................................................................................................ 76
	18.1	INCREASED COSTS....................................................................................................... 76
	18.2	INCREASED COST CLAIMS............................................................................................ 77
	18.3	EXCEPTIONS................................................................................................................ 77
19.	OTHER INDEMNITIES ....................................................................................................... 78
	19.1	CURRENCY INDEMNITY............................................................................................... 78
	19.2	OTHER INDEMNITIES................................................................................................... 78
	19.3	INDEMNITY TO THEAGENT......................................................................................... 79
20.	MITIGATION BY THE BONDHOLDERS ........................................................................ 80
	20.1	MITIGATION................................................................................................................ 80
	20.2	LIMITATION OF LIABILITY........................................................................................... 80
21.	COSTS AND EXPENSES ..................................................................................................... 80
	21.1	TRANSACTION EXPENSES............................................................................................ 80

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	21.2	AMENDMENT COSTS.................................................................................................... 81
	21.3	ENFORCEMENT AND PRESERVATION COSTS................................................................ 81
22.	GUARANTEE AND INDEMNITY ...................................................................................... 81
	22.1	GUARANTEE AND INDEMNITY..................................................................................... 81
	22.2	CONTINUINGGUARANTEE.......................................................................................... 81
	22.3	REINSTATEMENT......................................................................................................... 82
	22.4	WAIVER OF DEFENCES................................................................................................ 82
	22.5	GUARANTORINTENT................................................................................................... 82
	22.6	IMMEDIATE RECOURSE................................................................................................ 83
	22.7	APPROPRIATIONS........................................................................................................ 83
	22.8	DEFERRAL OFGUARANTORS'RIGHTS......................................................................... 83
	22.9	RELEASE OFGUARANTORS'RIGHT OF CONTRIBUTION............................................... 84
	22.10	ADDITIONAL SECURITY............................................................................................... 84
	22.11	GUARANTEE LIMITATIONS GENERALLY...................................................................... 84
	22.12	GUARANTEE LIMITATIONS FORFRENCHGUARANTORS............................................. 84
	22.13	GUARANTEELIMITATIONSFORBRAZILIANGUARANTORS........................................ 85
	22.14	OTHERGUARANTEELIMITATIONS............................................................................. 85
23.	REPRESENTATIONS .......................................................................................................... 86
	23.1	GENERAL..................................................................................................................... 86
	23.2	STATUS........................................................................................................................ 86
	23.3	BINDING OBLIGATIONS............................................................................................... 86
	23.4	NON-CONFLICT WITH OTHER OBLIGATIONS................................................................ 86
	23.5	POWER AND AUTHORITY............................................................................................. 87
	23.6	VALIDITY AND ADMISSIBILITY IN EVIDENCE.............................................................. 87
	23.7	GOVERNING LAW AND ENFORCEMENT....................................................................... 87
	23.8	INSOLVENCY............................................................................................................... 87
	23.9	NO DEFAULT............................................................................................................... 88
	23.10	NO MISLEADING INFORMATION.................................................................................. 88
	23.11	ORIGINALFINANCIALSTATEMENTS........................................................................... 88
	23.12	NO PROCEEDINGS PENDING OR THREATENED............................................................. 89
	23.13	NO BREACH OF LAWS.................................................................................................. 89
	23.14	ENVIRONMENTAL LAWS.............................................................................................. 89
	23.15	TAXATION................................................................................................................... 89
	23.16	DEDUCTION OFTAX.................................................................................................... 90
	23.17	NO FILING OR STAMP TAXES....................................................................................... 90
	23.18	RANKING..................................................................................................................... 90
	23.19	GOOD TITLE TO ASSETS............................................................................................... 90
	23.20	LEGAL AND BENEFICIAL OWNERSHIP.......................................................................... 90
	23.21	SHARES....................................................................................................................... 90
	23.22	INTELLECTUALPROPERTY.......................................................................................... 91
	23.23	CENTRE OF MAIN INTERESTS....................................................................................... 91
	23.24	PENSIONS.................................................................................................................... 91
	23.25	HOLDINGCOMPANIES................................................................................................. 91

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	23.26	SECURITY ANDFINANCIALINDEBTEDNESS................................................................ 91
	23.27	GROUPSTRUCTURECHART........................................................................................ 92
	23.28	ACCOUNTINGREFERENCEDATE................................................................................ 92
	23.29	INSURANCE................................................................................................................. 92
	23.30	SANCTIONS, ANTI-CORRUPTION ANDANTI-MONEYLAUNDERINGLAWS................. 92
	23.31	SUBSTANTIALU.S. MARKETINTEREST...................................................................... 93
	23.32	NOINTEGRATION........................................................................................................ 93
	23.33	INVESTMENTCOMPANY.............................................................................................. 93
	23.34	NOREGISTRATION...................................................................................................... 93
	23.35	TIMES WHEN REPRESENTATIONS MADE...................................................................... 93
24.	INFORMATION UNDERTAKINGS .................................................................................. 93
	24.1	FINANCIAL STATEMENTS............................................................................................ 93
	24.2	PROVISION AND CONTENTS OFCOMPLIANCECERTIFICATE....................................... 94
	24.3	REQUIREMENTS AS TO FINANCIAL STATEMENTS........................................................ 95
	24.4	BUDGET....................................................................................................................... 97
	24.5	QUARTERLYPRESENTATIONS..................................................................................... 98
	24.6	INFORMATION:MISCELLANEOUS................................................................................ 98
	24.7	NOTIFICATION OFDEFAULT........................................................................................ 99
	24.8	KNOW YOUR CUSTOMER CHECKS............................................................................... 99
	24.9	USE OF WEBSITES...................................................................................................... 100
25.	FINANCIAL COVENANT ................................................................................................. 100
	25.1	FINANCIAL DEFINITIONS........................................................................................... 100
	25.2	FINANCIAL CONDITION............................................................................................. 105
	25.3	FINANCIAL TESTING.................................................................................................. 106
	25.4	EQUITYCURE............................................................................................................ 106
	25.5	DEEMEDREMEDY..................................................................................................... 107
26.	GENERAL UNDERTAKINGS .......................................................................................... 107
	26.1	AUTHORISATIONS..................................................................................................... 108
	26.2	COMPLIANCE WITH LAWS......................................................................................... 108
	26.3	ENVIRONMENTAL COMPLIANCE................................................................................ 108
	26.4	ENVIRONMENTAL CLAIMS......................................................................................... 108
	26.5	TAXATION................................................................................................................. 109
	26.6	MERGER.................................................................................................................... 109
	26.7	CHANGE OF BUSINESS............................................................................................... 109
	26.8	ACQUISITIONS........................................................................................................... 109
	26.9	JOINT VENTURES....................................................................................................... 110
	26.10	HOLDINGCOMPANIES............................................................................................... 110
	26.11	PRESERVATION OF ASSETS........................................................................................ 110
	26.12	INTELLECTUALPROPERTY........................................................................................ 110
	26.13	PARI PASSU RANKING................................................................................................ 111
	26.14	NEGATIVE PLEDGE.................................................................................................... 111
	26.15	DISPOSALS................................................................................................................ 111
	26.16	ARM'S LENGTH BASIS................................................................................................ 112

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	26.17	LOANS OR CREDIT..................................................................................................... 112
	26.18	NO GUARANTEES OR INDEMNITIES........................................................................... 112
	26.19	DIVIDENDS AND SHARE REDEMPTION....................................................................... 112
	26.20	SUBORDINATEDSHAREHOLDERDEBT...................................................................... 113
	26.21	FINANCIALINDEBTEDNESS....................................................................................... 113
	26.22	SHARE CAPITAL......................................................................................................... 113
	26.23	INSURANCE............................................................................................................... 114
	26.24	PENSIONS.................................................................................................................. 114
	26.25	TREASURYTRANSACTIONS....................................................................................... 114
	26.26	GUARANTORS............................................................................................................ 114
	26.27	FURTHER ASSURANCE............................................................................................... 115
	26.28	CENTRE OF MAIN INTERESTS..................................................................................... 116
	26.29	SANCTIONS, ANTI-TERRORISM, ANTI-BRIBERY AND ANTI-MONEY
		LAUNDERING............................................................................................................. 116
	26.30	DAC6 ........................................................................................................................ 117
	26.31	CHANGE INACCOUNTINGREFERENCEDATE............................................................ 117
27.	EVENTS OF DEFAULT ..................................................................................................... 117
	27.1	NON-PAYMENT.......................................................................................................... 118
	27.2	FINANCIAL COVENANT.............................................................................................. 118
	27.3	OTHER OBLIGATIONS................................................................................................ 118
	27.4	MISREPRESENTATION............................................................................................... 118
	27.5	CROSS DEFAULT........................................................................................................ 118
	27.6	INSOLVENCY............................................................................................................. 119
	27.7	INSOLVENCY PROCEEDINGS...................................................................................... 119
	27.8	CREDITORS’PROCESS............................................................................................... 120
	27.9	UNLAWFULNESS AND INVALIDITY............................................................................ 120
	27.10	INTERCREDITORAGREEMENT................................................................................... 120
	27.11	CESSATION OF BUSINESS........................................................................................... 121
	27.12	AUDIT QUALIFICATION.............................................................................................. 121
	27.13	EXPROPRIATION........................................................................................................ 121
	27.14	REPUDIATION AND RESCISSION OF AGREEMENTS..................................................... 121
	27.15	LITIGATION............................................................................................................... 121
	27.16	NON-COMPLIANCE WITH JUDGMENTS....................................................................... 121
	27.17	MATERIAL ADVERSE CHANGE................................................................................... 122
	27.18	NOTRANSFER OFSERVITECFORACOSONDAGEMS.A. ........................................... 122
	27.19	ACCELERATION......................................................................................................... 122
	27.20	CLEAN-UPPERIOD..................................................................................................... 122
28.	CHANGES TO THE BONDHOLDERS ........................................................................... 123
	28.1	TRANSFERS BY THEBONDHOLDERS......................................................................... 123
	28.2	PARENT CONSENT..................................................................................................... 123
	28.3	OTHER CONDITIONS OF TRANSFER............................................................................ 124
	28.4	BLACKLIST............................................................................................................... 125
	28.5	TRANSFER FEE........................................................................................................... 125

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	28.6	LIMITATION OF RESPONSIBILITY OFEXISTINGBONDHOLDERS................................ 126
	28.7	PROCEDURE FOR TRANSFER...................................................................................... 126
	28.8	COPY OFTRANSFERAGREEMENT............................................................................. 128
	28.9	SECURITY OVERBONDHOLDERS'RIGHTS................................................................. 128
	28.10	PRO RATA INTEREST SETTLEMENT............................................................................ 128
	28.11	TRANSFER COSTS...................................................................................................... 129
	28.12	FRENCH LAW PROVISIONS......................................................................................... 129
29.	DEBT	PURCHASE TRANSACTIONS ............................................................................. 129
	29.1	PERMITTEDDEBTPURCHASETRANSACTIONS......................................................... 129
	29.2	CONDITIONS TODEBTPURCHASETRANSACTIONS................................................... 131
	29.3	DISENFRANCHISEMENT ONDEBTPURCHASETRANSACTIONS ENTERED INTO
		BYNON-DEBTFUNDAFFILIATES............................................................................. 132
	29.4	NON-DEBTFUNDAFFILIATES’ NOTIFICATION TO OTHERBONDHOLDERS OF
		DEBTPURCHASETRANSACTIONS............................................................................. 133
30.	CHANGES TO THE OBLIGORS ..................................................................................... 133
	30.1	TRANSFERS BYOBLIGORS........................................................................................ 133
	30.2	ADDITIONALGUARANTORS...................................................................................... 133
	30.3	RESIGNATION OF AGUARANTOR.............................................................................. 133
	30.4	REPETITION OFREPRESENTATIONS.......................................................................... 134
	30.5	RESIGNATION ANDRELEASE OFTRANSACTIONSECURITY ON DISPOSAL................ 134
31.	ROLE	OF THE AGENT, THE ORIGINAL SUBSCRIBERS AND OTHERS ............. 134
	31.1	APPOINTMENT OF THEAGENT.................................................................................. 134
	31.2	INSTRUCTIONS........................................................................................................... 135
	31.3	DUTIES OF THEAGENT.............................................................................................. 135
	31.4	ROLE OF THEORIGINALSUBSCRIBERS..................................................................... 136
	31.5	NO FIDUCIARY DUTIES.............................................................................................. 136
	31.6	BUSINESS WITH THEGROUP...................................................................................... 136
	31.7	RIGHTS AND DISCRETIONS........................................................................................ 136
	31.8	RESPONSIBILITY FOR DOCUMENTATION................................................................... 138
	31.9	NO DUTY TO MONITOR.............................................................................................. 138
	31.10	EXCLUSION OF LIABILITY.......................................................................................... 139
	31.11	BONDHOLDERS'INDEMNITY TO THEAGENT............................................................. 140
	31.12	RESIGNATION OF THEAGENT................................................................................... 140
	31.13	REPLACEMENT OF THEAGENT.................................................................................. 141
	31.14	CONFIDENTIALITY..................................................................................................... 142
	31.15	RELATIONSHIP WITH THEBONDHOLDERS................................................................ 142
	31.16	CREDIT APPRAISAL BY THEBONDHOLDERS............................................................. 143
	31.17	DEDUCTION FROM AMOUNTS PAYABLE BY THEAGENT........................................... 144
	31.18	RELIANCE AND ENGAGEMENT LETTERS.................................................................... 144
	31.19	ROLE OFREFERENCEBANKS.................................................................................... 144
	31.20	THIRD PARTYREFERENCEBANKS............................................................................ 144

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32.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES ........................................... 144	CONDUCT OF BUSINESS BY THE FINANCE PARTIES ........................................... 144
33.	SHARING AMONG THE FINANCE PARTIES ............................................................. 145
	33.1	PAYMENTS TOFINANCEPARTIES............................................................................. 145
	33.2	REDISTRIBUTION OF PAYMENTS............................................................................... 145
	33.3	RECOVERINGFINANCEPARTY'S RIGHTS.................................................................. 145
	33.4	REVERSAL OF REDISTRIBUTION................................................................................ 145
	33.5	EXCEPTIONS.............................................................................................................. 146
34.	PAYMENT MECHANICS ................................................................................................. 146
	34.1	PAYMENTS TO THEAGENT........................................................................................ 146
	34.2	DISTRIBUTIONS BY THEAGENT................................................................................ 146
	34.3	DISTRIBUTIONS TO ANOBLIGOR............................................................................... 146
	34.4	CLAWBACK............................................................................................................... 146
	34.5	IMPAIREDAGENT...................................................................................................... 147
	34.6	PARTIAL PAYMENTS.................................................................................................. 148
	34.7	SET-OFF BYOBLIGORS.............................................................................................. 148
	34.8	BUSINESSDAYS........................................................................................................ 148
	34.9	CURRENCY OF ACCOUNT........................................................................................... 148
	34.10	CHANGE OF CURRENCY............................................................................................. 149
	34.11	DISRUPTION TO PAYMENT SYSTEMS ETC. ................................................................. 149
35.	SET-OFF ............................................................................................................................... 150
36.	NOTICES ............................................................................................................................. 150
	36.1	COMMUNICATIONS IN WRITING................................................................................ 150
	36.2	ADDRESSES............................................................................................................... 150
	36.3	DELIVERY.................................................................................................................. 150
	36.4	NOTIFICATION OF ADDRESS ETC. .............................................................................. 151
	36.5	COMMUNICATION WHENAGENT ISIMPAIREDAGENT.............................................. 151
	36.6	ELECTRONIC COMMUNICATION................................................................................ 151
	36.7	USE OF WEBSITES...................................................................................................... 151
	36.8	ENGLISH LANGUAGE................................................................................................. 152
37.	CALCULATIONS AND CERTIFICATES ....................................................................... 153
	37.1	ACCOUNTS................................................................................................................ 153
	37.2	CERTIFICATES AND DETERMINATIONS...................................................................... 153
	37.3	DAY COUNT CONVENTION......................................................................................... 153
	37.4	DIRECTORS'LIABILITY.............................................................................................. 153
38.	PARTIAL INVALIDITY .................................................................................................... 153
39.	REMEDIES AND WAIVERS ............................................................................................ 153
40.	AMENDMENTS AND WAIVERS..................................................................................... 153
	40.1	REQUIRED CONSENTS................................................................................................ 153
	40.2	EXCEPTIONS.............................................................................................................. 154
	40.3	CHANGES TO REFERENCE RATES............................................................................... 157

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	40.4 DISENFRANCHISEMENT OFDEFAULTINGBONDHOLDERS........................................ 160
	40.5 REPLACEMENT ORPREPAYMENT OF ABONDHOLDER.............................................. 160
41.	CONFIDENTIALITY ......................................................................................................... 161
	41.1 CONFIDENTIALINFORMATION.................................................................................. 161
	41.2 DISCLOSURE OFCONFIDENTIALINFORMATION........................................................ 162
	41.3 ADDITIONAL DISCLOSURE PERMISSION.................................................................... 163
	41.4 DISCLOSURE TO NUMBERING SERVICE PROVIDERS................................................... 164
	41.5 ENTIRE AGREEMENT................................................................................................. 166
	41.6 INSIDE INFORMATION................................................................................................ 166
	41.7 NOTIFICATION OF DISCLOSURE................................................................................. 166
	41.8 CONTINUING OBLIGATIONS....................................................................................... 167
	41.9 DAC6DISCLOSURE................................................................................................... 167
42.	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK
	QUOTATIONS .................................................................................................................... 167
	42.1 CONFIDENTIALITY AND DISCLOSURE........................................................................ 167
	42.2 RELATED OBLIGATIONS............................................................................................ 168
	42.3 NOEVENT OFDEFAULT............................................................................................ 168
43.	DISCLOSURE OF BONDHOLDER DETAILS BY AGENT ......................................... 169
	43.1 SUPPLY OFBONDHOLDER DETAILS ATPARENT'S DIRECTION................................... 169
	43.2 SUPPLY OFBONDHOLDER DETAILS TO OTHERBONDHOLDERS................................ 169
44.	BAIL-IN ................................................................................................................................ 169
	44.1 DEFINEDTERMS........................................................................................................ 169
	44.2 CONTRACTUALRECOGNITION OFBAIL-IN............................................................... 171
45.	COUNTERPARTS .............................................................................................................. 171
46.	GOVERNING LAW ............................................................................................................ 171
47.	ENFORCEMENT ................................................................................................................ 171
	47.1 JURISDICTION OFENGLISH COURTS.......................................................................... 171
	47.2 SERVICE OF PROCESS................................................................................................ 172
SCHEDULE 1.................................................................................................................................... 173
	THEORIGINALSUBSCRIBERS................................................................................................. 173
SCHEDULE 2.................................................................................................................................... 174
	CONDITIONSPRECEDENT TO THESIGNINGDATE.................................................................. 174
SCHEDULE 3.................................................................................................................................... 176
	CONDITIONSPRECEDENT TOISSUEDATE.............................................................................. 176
SCHEDULE 4.................................................................................................................................... 180
	CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY ANADDITIONAL
	GUARANTOR............................................................................................................. 180

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SCHEDULE 5.................................................................................................................................... 182
ISSUEREQUEST...................................................................................................................... 182
SCHEDULE 6.................................................................................................................................... 183
SELECTIONNOTICE................................................................................................................ 183
SCHEDULE 7.................................................................................................................................... 184
FORM OFTRANSFERAGREEMENT......................................................................................... 184
COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED........................................... 187
SCHEDULE 8.................................................................................................................................... 188
FORM OFBONDSCERTIFICATE.............................................................................................. 188
SCHEDULE 9.................................................................................................................................... 191
FORM OFBONDSREGISTER.................................................................................................... 191
SCHEDULE 10.................................................................................................................................. 192
FORM OFACCESSIONDEED................................................................................................... 192
SCHEDULE 11.................................................................................................................................. 194
FORM OFRESIGNATIONLETTER............................................................................................ 194
SCHEDULE 12.................................................................................................................................. 195
FORM OFCOMPLIANCECERTIFICATE.................................................................................... 195
SCHEDULE 13.................................................................................................................................. 196
TIMETABLES........................................................................................................................... 196
SCHEDULE 14.................................................................................................................................. 197
AGREEDSECURITYPRINCIPLES............................................................................................. 197
SCHEDULE 15.................................................................................................................................. 202
FORMS OFNOTIFIABLEDEBTPURCHASETRANSACTIONNOTICE......................................... 202
FORM OF NOTICE ON ENTERING INTONOTIFIABLEDEBTPURCHASETRANSACTION............ 202
FORM OF NOTICE ON TERMINATION OF NOTIFIABLE DEBT PURCHASE
TRANSACTION/NOTIFIABLEDEBTPURCHASETRANSACTION CEASING TO BE
WITHNON-DEBTFUNDAFFILIATE........................................................................... 203
SCHEDULE 16.................................................................................................................................. 204
COMPOUNDEDRATETERMS.................................................................................................. 204
SCHEDULE 17.................................................................................................................................. 210
EXISTINGFINANCIALINDEBTEDNESSNOTTOBEREFINANCED........................................... 210
SCHEDULE 18.................................................................................................................................. 211
LIST OFEXISTINGJOINTVENTURES...................................................................................... 211
SCHEDULE 19.................................................................................................................................. 212
DAILYNON-CUMULATIVECOMPOUNDEDRFR RATE.......................................................... 212

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SCHEDULE 20.................................................................................................................................. 214 CUMULATIVE COMPOUNDED RFR RATE ............................................................................... 214 SCHEDULE 21.................................................................................................................................. 215 FORM OF MONTHLY MANAGEMENT ACCOUNTS AND MD&A .............................................. 215

EU-DOCS\32946912

THIS AGREEMENT is made on 7 July 2021

BETWEEN :

(1) FORACO INTERNATIONAL S.A. , a société anonyme incorporated under the laws of France, whose registered office is located at 26 Place de L’Estaque, 13016 Marseille, France, registered in France under sole identification number ( numéro d'identification unique ) 412 824 682 RCS Marseille (an " Issuer " or the " Parent ");
(2) FORACO CANADA LTD. , a corporation incorporated under the federal laws of Canada, whose registered office is located at 2900-550 Burrard Street, Vancouver, British Columbia, Canada V6C 0A3, with corporationnumber 797577-5 (an " Issuer " or the " Company ");
(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 ( The Original Subscribers ), as original subscribers (the " Original Subscribers ");
(4) FORACO AUSTRALIA PTY LTD a company incorporated in Australia, whose registered office is located 10 Ballantyne Road, Kewdale WA 6105, Australia, registered under number ACN 137 031 782 Western Australia as Original Guarantor
(5) FORACO HOLDING PARTICIPAÇOES LTDA a company incorporated in Brazil, whose registered office is located Av. das Oliveiras, quadra 23, Lote 01, Setor Novo Horizonte, in the City of Crixás, State of Goiás, ZIP Code 76.51, registered under number CNPJ No. 19.364.392/0001-64 as Original Guarantor;
(6) SERVITEC FORACO SONDAGEM SA a company incorporated in Brazil, whose registered office is located Av. das Oliveiras, quadra 23, Lote 01, Setor Novo Horizonte, in the City of Crixás, State of Goiás, ZIP Code 76.51 red under numberCNPJ No. 06.069.123/0001-65 as Original Guarantor;
(7) GLAS SAS, a société par actions simplifiée incorporated under the laws of France, having its 40 rue du Colisée, 75008 Paris with registration number 838 225 290 R.C.S.Paris, as agent of the other Finance Parties (the " Agent "); and
(8) GLAS SAS, a société par actions simplifiée incorporated under the laws of France, having its 40 rue du Colisée, 75008 Paris with registration number 838 225 290 R.C.S.Paris, as security trustee and security agent for the Secured Parties (the " Security Agent ").

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

In this Agreement:

" Acceptable Bank " means:

(a) a bank or financial institution which has a rating for its long-term unsecured and noncredit-enhanced debt obligations of BBB+ or higher by S&P or Fitch or Baa1 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency;
(b) any bank or financial institution with which any member of the Group maintains an account on the date of this Agreement; or

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" Accession Deed " means a document substantially in the form set out in Schedule 10 ( Form of Accession Deed ) or such other document that consolidates accessions by multiple persons on substantially similar terms.

" Accounting Principles " means:

(a) in relation to any audited consolidated financial statements of the Group, IFRS; and
(b) in relation to the unconsolidated financial statements of the Parent or any other member of the Group, generally accepted accounting principles, standards and practices in the relevant jurisdiction of incorporation as in effect from time to time.

" Accounting Reference Date " means 31 December.

" Additional Business Day " means any day specified as such in the applicable Compounded Rate Terms.

" Additional Guarantor " means a company which becomes an Additional Guarantor in accordance with Clause 30 ( Changes to the Obligors ).

" Adjusted EBITDA " means, for any Relevant Period, the Consolidated EBITDA of the Group for that Relevant Period including any Pro-Forma Adjustments (as determined in accordance with the terms and conditions set out in the definition of "Pro-Forma Adjustments").

" Affiliate " means, in relation to any person, (a) a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company or (b) a Related Fund.

" Agreed Security Principles " means the principles set out in Schedule 14 ( Agreed Security Principles ).

" Annual Financial Statements " has the meaning given to that term in Clause 24 ( Information Undertakings ).

" Anti-Corruption Laws " means all laws, rules and regulations of any jurisdiction applicable to either of the Issuers and each other member of the Group from time to time concerning or relating to bribery or corruption.

" Anti-Money Laundering Laws " means all laws, rules and regulations of any jurisdiction applicable to either of the Issuers and each other member of the Group from time to time concerning or relating to money-laundering.

" Article 55 BRRD " means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

" Auditors " means Deloitte & Associés, Immeuble Castel Office - 7 boulevard Jacques Saadé - Quai de la Joliette -13235 Marseille – France or any other firm appointed by the Parent to act as its statutory auditors.

" Australian Guarantor " means any Guarantor incorporated under Australian law.

" Authorisation " means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

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" Availability Period " means the period from and including the Signing Date to and including 30 June 2021.

" Available Commitment " means, in relation to a Facility, a Bondholder's Commitment under that Facility minus:

(a) the US Dollar amount of its participation in the outstanding Issue under that Facility; and
(b) in relation to any proposed Issue, the US Dollar amount of its participation in any other Issues that are due to be made under that Facility on the proposed Issue Date.

" Available Facility " means, in relation to a Facility, the aggregate for the time being of each Bondholder's Available Commitment in respect of that Facility.

" Backstop Rate Switch Date " means 31 December 2022 or any other date agreed as such between the Agent (acting on the instructions of the Majority Bondholders) and the Company.

" Bail-In Action " means the exercise of any Write-down and Conversion Powers.

" Bail-In Legislation " means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
(b) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and
(c) in relation to the United Kingdom, the UK Bail-In Legislation.

" Bank Levy " means:

(a) the French taxe pour le financement du fonds de soutien aux collectivités territoriales as set out by article 235 ter ZE bis of the French Tax Code; and
(b) any other levy or Tax which is levied on a similar basis or for a similar purpose to the bank levy referred to in paragraph (a) above, which is imposed (or formally announced though not yet enacted into law) by reference to the assets, balance sheet and/or liabilities of any financial institution in any jurisdiction in the form existing as at the date of this Agreement.

" Base Currency " means US Dollar.

" Black List " means the list of bondholders and potential bondholders agreed prior to the date of this Agreement between the Original Subscribers and the Parent, and held by the Agent (as the same may be supplemented from time to time in accordance with Clause 28.4 ( Black List )).

" Bond " means any of Bonds A and Bonds B.

" Bondholder " means:

(a) any Original Bondholder; and
(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Bondholder in accordance with Clause 28 ( Changes to the Bondholders );

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which, in each case, has not ceased to be a Bondholder in accordance with the terms of this Agreement.

" Bonds A " means the bonds issued by the Parent under the Bonds A Facility.

" Bonds A Certificate " means a certificate substantially in the form set out in Schedule 8 ( Form of Bonds Certificate ).

" Bonds A Facility " means the bond facility made available under this Agreement as described in paragraph (a) of Clause 2.1 ( The Facilities ).

" Bonds A Facility Commitment " means:

(a) in relation to an Original Subscriber, the amount in US Dollars set opposite its name under the heading "Bonds A Facility Commitment" in Schedule 1 ( The Original Subscribers ) and the amount of any other Bonds A Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Bondholder, the amount in euro of any Bonds A Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Bonds A Facility Issue " means the issue of bonds made or to be made under the Bonds A Facility.

" Bonds A Register " means a register substantially in the form set out in Schedule 9 ( Form of Bonds Register ) maintained in accordance with Clause 6 ( Bonds Registers ).

" Bonds B " means the bonds issued by the Company under the Bonds B Facility.

" Bonds B Certificate " means a certificate substantially in the form set out in Schedule 8 ( Form of Bonds Certificate ).

" Bonds B Facility " means the bond facility made available under this Agreement as described in paragraph (b) of Clause 2.1 ( The Facilities ).

" Bonds B Facility Commitment " means:

(a) in relation to an Original Subscriber, the amount in US Dollars set opposite its name under the heading "Bonds B Facility Commitment" in Schedule 1 ( The Original Subscribers ) and the amount of any other Bonds B Facility Commitment transferred to it under this Agreement; and
(b) in relation to any other Bondholder, the amount in euro of any Bonds B Facility Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

" Bonds B Facility Issue " means an issue of bonds made or to be made under Bonds B Facility or the principal amount outstanding for the time being of that issue of bonds.

" Bonds B Register " means a register substantially in the form set out in Schedule 9 ( Form of Bonds Register ) maintained in accordance with Clause 6 ( Bonds Registers ).

" Bonds Certificate " means a Bonds A Certificate or a Bonds B Certificate.

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" Bonds Register " means the Bonds A Register or the Bonds B Register.
" Brazilian Guarantor " means any Guarantor incorporated under Brazilian law.

" Break Costs " means:

(a) in respect of any Term Rate Issue (if positive), the amount (if any) by which:
(i) the interest (excluding the Margin) which a Bondholder should have received for the period from the date of receipt of all or any part of its participation in the Outstanding Principal of an Issue or Unpaid Sum to the last day of the current Interest Period in respect of that Issue or Unpaid Sum, had the amount of this participation in the Outstanding Principal of that Issue or Unpaid Sum received been paid on the last day of that Interest Period exceeds;
(ii) that Bondholder would be able to obtain by placing an amount equal to this participation in the Outstanding Principal of that Issue or Unpaid Sum received by it on deposit with a leading bank in a relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period, or
(b) in respect of any Compounded Rate Issue, any amount specified as such in the applicable Compounded Rate Terms.

" Budget " means:

(a) in relation to the period beginning on the Closing Date and ending on 31 December 2021, the Business Plan; and
(b) in relation to any subsequent Financial Year or other period, any budget for the Group delivered by the Parent to the Agent in respect of that period pursuant to Clause 24.4 ( Budget ).

" Business Day " means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Paris and:

(a) 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; or
(b) in relation to any date for payment or purchase of euro: any TARGET Day; and
(c) in relation to:
(i) any date for payment or purchase of an amount relating to a Compounded Rate Issue; or
(ii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Issue, or otherwise in relation to the determination of the length of such an Interest Period:

any day which is an Additional Business Day relating to that Issue or Unpaid Sum.

" Business Plan " means the business plan relating to the Group in the form approved by the Original Subscribers prior to the date of this Agreement.

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" Canadian Defined Benefit Plan " means a Canadian Pension Plan that contains or has ever contained a “defined benefit provision” as such term is defined in Section 147.1(1) of the Income Tax Act (Canada).

" Canadian Guarantor " means any Guarantor incorporated under Canadian law.

" Canadian Pension Plan " means a pension plan or plan that is subject to applicable pension benefits legislation in any jurisdiction of Canada and that is organized and administered to provide pensions, pension benefits or retirement benefits for Canadian employees and former Canadian employees of an Obligor.

" Capital Expenditure " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Capitalised Lease Obligations " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Cash " means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a Group member with an Acceptable Bank and to which a Group member is alone (or together with other members of the Group) beneficially entitled and for so long as:

(a) that cash is repayable within thirty (30) days after the relevant date of calculation;
(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition (other than, for the purpose of Clause 25.2 ( Financial condition ), any indebtedness included in the calculation of Consolidated Total Net Debt to the extent such monies are capable of being applied in repayment or prepayment of such indebtedness);
(c) there is no Security over that cash except for Transaction Security or any Permitted Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements or Permitted Security securing other indebtedness included in the calculation of Consolidated Total Net Debt to the extent such monies are capable of being applied in repayment or prepayment of such indebtedness; and
(d) (subject to paragraphs (b) and (c) above) the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Facilities.

" Cash Equivalent Investments " means at any time:

(a) certificates of deposit maturing within one (1) year after the relevant date of calculation and issued by an Acceptable Bank;
(b) any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State which country in any such case has a rating for its short-term unsecured and non-credit-enhanced debt obligations of A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable into any other security;
(c) commercial paper, bonds or notes not convertible or exchangeable into any other security:
(i) for which a recognised trading market exists;

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(ii) issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State which has a rating for its short-term unsecured and non-credit-enhanced debt obligations of A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's;
(iii) which matures within one year after the relevant date of calculation; and
(iv) which has a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;
(d) bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent);
(e) any investment accessible within thirty (30) days in money market funds which (i) have a credit rating of either A-1 or higher by S&P or F1 or higher by Fitch or P-1 or higher by Moody's, (ii) which invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above; or
(f) any other debt security approved by the Majority Bondholders,

in each case, to which any member of the Group is alone (or together with other members of the Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents) or Permitted Security securing other indebtedness included in the calculation of Consolidated Total Net Debt to the extent such monies are capable of being applied in repayment or prepayment of such indebtedness.

" Central Bank Rate " has the meaning given to that term in the applicable Compounded Rate Terms.

" Central Bank Rate Adjustment " has the meaning given to that term in the applicable Compounded Rate Terms.

" Change of Control " means:

(a) a person, acting alone, or persons (other than the Charmensat Family and the Simoncini Family) acting in concert, hold(s) more than 30% of the share capital and/or voting rights in the Parent; or
(b) the Parent ceases to hold, directly or indirectly, a percentage of the share capital and/or voting rights in Foraco Australia Pty Ltd., Foraco Canada, Foraco Holding Participaçoes LTDA, Servitec Foraco Sondagem SA and any other Subsidiary whose shares would be pledged or subject to a fiducie agreement (or share charge or equivalent security instrument in any jurisdiction) pursuant to this Agreement which is at least equal to the percentage of the share capital and/or voting rights in each of them held by it on the Closing Date (other than as a result of a Permitted Reorganisation).

" Charged Property " means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

" Charmensat Family " means Jean-Pierre Charmensat, his spouse, descendants and successors in interest, any entity controlled directly or indirectly by any of the foregoing persons (which shall

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include, for the avoidance of doubt, any entity the majority of the voting rights of which is owned directly or indirectly by one or several of the foregoing persons).

" Class of Bondholders " means, in respect of any Class of Bonds, the Bondholders holding Bonds in respect of that Class of Bonds.

" Class of Bonds " means:

(a) all outstanding Bonds A; or
(b) all outstanding Bonds B,

as the context may require.

" Clean-up Period " means, in respect of any Permitted Acquisition, the period from the completion date for that Permitted Acquisition to the date falling ninety (90) days thereafter.

" Closing Date " means the date on which completion of the Refinancing occurs and the Bonds A and the Bonds B are subscribed for and issued.

" Code " means the US Internal Revenue Code of 1986.

" Commitment " means a Bonds A Facility Commitment or a Bonds B Facility Commitment.

" Commitment Letter " means the letter dated 18 May 2021 from the Original Subscribers to the Issuers and countersigned by the Issuers.

" Compliance Certificate " means a certificate substantially in the form set out in Schedule 12 ( Form of Compliance Certificate ) or otherwise in form and substance satisfactory to the Agent (acting reasonably).

" Compounded Rate Currency " means any Rate Switch Currency (which at the date of this Agreement only includes US Dollars) in respect of which the Rate Switch Date has occurred.

" Compounded Rate Issue " means either Issue or, if applicable, Unpaid Sum in a Compounded Rate Currency which is, or becomes, a "Compounded Rate Issue" pursuant to Clause 12 ( Rate Switch ).

" Compounded Rate Supplement " means, in relation to any currency, a document which:

(a) is agreed in writing by the Parent and the Agent (acting on the instructions of Majority Bondholders);
(b) specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and
(c) has been made available to the Parent and each Finance Party.

" Compounded Rate Terms " means in relation to:

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

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(d) any term of this Agreement relating to the determination of a rate of interest in relation to such an Issue or Unpaid Sum,

the terms set out for that currency in Schedule 16 ( Compounded Rate Terms ) or in any Compounded Rate Supplement.

" Compounded Reference Rate " means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Issue, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and
(b) the applicable Credit Adjustment Spread.

" Compounding Methodology Supplement " means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Bondholders);
(b) specifies a calculation methodology for that rate; and
(c) has been made available to the Parent and each Finance Party.

" Confidential Information " means all information relating to the Parent, any other Obligor, the Group, the Investors, the Finance Documents, any document and information pursuant to Clause 4 ( Conditions of Issue ) or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

(a) the Investors, any member of the Group or any of their respective advisers; or
(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of their respective advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 41 ( Confidentiality ); or
(ii) is identified in writing at the time of delivery as non-confidential by the Investors, any member of the Group or any of its advisers; or
(iii) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Investors, the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

" Confidentiality Undertaking " means a confidentiality undertaking substantially in the form of the LMA confidentiality undertaking in use at the date of this Agreement or in any other form agreed between the Parent and the Agent.

" Consolidated EBITDA " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

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" Consolidated Total Net Debt " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Credit Adjustment Spread " means, in respect of any Compounded Rate Issue, any rate which is either:

(a) specified as such in the applicable Compounded Rate Terms; or
(b) determined by the Agent (acting on the instructions of the Majority Bondholders) in accordance with the methodology specified in the applicable Compounded Rate Terms.

" Cumulative Compounded RFR Rate " means, in relation to an Interest Period for a Compounded Rate Issue, the percentage rate per annum determined by the Agent in accordance with the methodology set out in Schedule 20 ( Cumulative Compounded RFR Rate ) or in any relevant Compounding Methodology Supplement.

" CRR " has the meaning given to that term in paragraph (c)(ii) of Clause 18.1 ( Increased costs ).

" Daily Non-Cumulative Compounded RFR Rate " means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Issue, the percentage rate per annum determined by the Agent in accordance with the methodology set out in Schedule 19 ( Daily Non-Cumulative Compounded RFR Rate ) or in any relevant Compounding Methodology Supplement.

" Daily Rate " means the rate specified as such in the applicable Compounded Rate Terms.

" Debt Purchase Transaction " means, in relation to a person, a transaction where such person:

(a) purchases by way of transfer;
(b) enters into any sub-participation in respect of; or
(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

" Declared Default " means an Event of Default which has resulted in a notice being served by the Agent in accordance with Clause 27.19 ( Acceleration ) following the occurrence of such an Event of Default.

" Default " means an Event of Default or any event or circumstance specified in Clause 27 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

" Defaulting Bondholder " means any Bondholder:

(a) which has failed to make its participation in an Issue available or has notified the Agent or an Issuer that it will not make its participation in an Issue available by the Issue Date of that Issue in accordance with Clause 5.4 ( Bondholders' participation );
(b) which has otherwise rescinded or repudiated a Finance Document; or
(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

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(i) its failure to pay is caused by:
(A) administrative or technical error; or
(B) a Disruption Event; and
(ii) payment is made within three (3) Business Days of its due date; or
(iii) the Bondholder is disputing in good faith whether it is contractually obliged to make the payment in question.

" Delegate " means any delegate, custodian, nominee, agent, attorney or co-trustee appointed by the Security Agent.

" Discharged Rights and Obligations " has the meaning given to that term in Clause 28.7 ( Procedure for transfer ).

" Disruption Event " means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (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
(b) 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:
(i) from performing its payment obligations under the Finance Documents; or
(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

" EBITDA " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" EEA Member Country " means any member state of the European Union, Iceland, Liechtenstein and Norway.

" Enterprise Value " means, in relation to the Qualifying Permitted Acquisition of a proposed target:

(a) the equity value for the acquisition of all shares and securities issued by such proposed target plus any Financial Indebtedness (other than working capital related Financial Indebtedness) less any Cash and Cash Equivalents Investments (calculated on the same basis than Consolidated Total Net Debt) of such proposed target and its Subsidiaries as at the date of completion of the relevant acquisition; and
(b) any transaction costs in relation thereto.

" Environment " means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

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(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground);
(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and
(c) land (including, without limitation, land under water).

" Environmental Claim " means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

" Environmental Law " means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;
(b) the conditions of the workplace; or
(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

" Environmental Permits " means any permit and other Authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

" EU Bail-In Legislation Schedule " means the document described as such and published by the LMA (or any successor person) from time to time.

" EUR ", " Euro ", " euro " or " € " means the single currency unit of the Participating Member States.

" Event of Default " means any event or circumstance specified as such in Clause 27 ( Events of Default ).

" Existing Bondholder " has the meaning given to that term in Clause 28.1 ( Transfers by the Bondholders ).

" Existing Bonds " means the bonds issued by the Parent in connection with:

(a) a senior bond financing on 3 May 2017,
(b) a senior bond financing on 25 April 2018,
(c) a senior bond financing on 13 December 2018, and
(d) a subordinated bond financing on 3 May 2017,

for an aggregate principal amount as at the Signing Date of EUR 104,509,516.

" Existing Financial Indebtedness Not To Be Refinanced " means any existing Financial Indebtedness of the Group not to be refinanced on the Closing Date, the list of which (together with any related Security) is appended in Schedule 17 ( Existing Financial Indebtedness Not To Be Refinanced ).

" Existing Financial Indebtedness To Be Refinanced " means any existing Financial Indebtedness of the Group to be refinanced on the Closing Date, and which comprises:

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(a) the Existing Bonds;
(b)
the NOHFC Existing Debt; and
(c) any part of the Scotia Existing Financial Indebtedness exceeding the maximum amount referred to in Schedule 17 ( Existing Financial Indebtedness Not To Be Refinanced ).

" Exit " means:

(a) a Change of Control; or
(b) following a delisting of the Parent, the admission to trading on a regulated market or any public issue ( offre au public ) in respect of all or any part of the securities issued by the Parent, any of its Subsidiaries or any Holding Company of the Parent whose only material asset is shares of the Parent made in accordance with all applicable laws and regulations in any jurisdiction; or
(c) the disposal of all or substantially all of the Group's assets

" Facility " means the Bonds A Facility or the Bonds B Facility.

" Facility Office " means:

(a) in respect of a Bondholder, the office or offices notified by that Bondholder to the Agent in writing on or before the date it becomes a Bondholder (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or
(b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

" FATCA " means:

(a) sections 1471 to 1474 of the Code or any associated regulations;
(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

" FATCA Application Date " means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or
(b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

" FATCA Deduction " means a deduction or withholding from a payment under a Finance Document required by FATCA.

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" FATCA Exempt Party " means a Party that is entitled to receive payments free from any FATCA Deduction.

" Fee Letter " means:

(a) any fee letter(s) dated on or about the date of this Agreement between the Agent and/or the Security Agent and the Issuers;
(b) any fee letter(s) dated on or about the date of this Agreement between the Original Subscribers (and/or any of their Affiliates or Related Funds) and the Issuers; and
(c) any agreement setting out fees payable to a Finance Party referred to under any Finance Document and designated as a Fee Letter by the Agent and the Parent.

" Finance Document " means this Agreement, the Transaction Security Documents, any Accession Deed, any Compliance Certificate, any Fee Letter, the Intercreditor Agreement, any Resignation Letter, any Selection Notice, either Issue Request and any other document designated as a "Finance Document" by the Agent and the Parent.

" Finance Party " means the Agent, an Original Subscriber, the Security Agent or a Bondholder.

" Financial Covenant Test " means the Leverage Ratio specified therefor in Clause 25.2 ( Financial condition ).

" Financial Indebtedness " means the outstanding principal amount of any indebtedness (excluding intra-day exposures) for or in respect of:

(a) monies borrowed and debit balances at banks and other financial institutions;
(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds (other than performance or similar bonds), notes, debentures, loan stock or any similar instrument;
(d) any Capitalised Lease Obligations (other than for the purpose of this definition, and notwithstanding the required accounting treatment and in particular IFRS 16, any operational lease);
(e) receivables sold or discounted (other than any receivables to the extent they are sold on a nonrecourse basis or where recourse is limited to customary warranties and indemnities);
(f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked-to-market value as at the relevant date in respect of which Financial Indebtedness is calculated (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);
(g) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution where the obligation which is the subject of the guarantee, bond, standby or documentary letter of credit or other instrument is not a liability of a member of the Group but is Financial Indebtedness;
(h) any amount of any liability under a deferred purchase agreement if:
(i) the primary reason for the deferred payment is to raise finance; and

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(ii) the agreement is in respect of the supply of assets or services and payment is due more than six (6) Months after the expiry of the period customarily allowed for payment by the relevant supplier (save where the payment deferral results from nonor delayed satisfaction of the contract terms by the relevant supplier or from contract terms establishing payment schedules tied to the total or partial completion of the contract and/or to the results of operational testing procedures);
(i) any amount of any liability under an advance purchase agreement if the primary reason for the advance payment is to raise finance, unless the agreement is entered into on terms customarily entered into by customers of the Group;
(j) shares which are expressed to be redeemable mandatorily at the option of the holder prior to six (6) Months after the date which is the Termination Date in respect of the Bonds A Facility and Bonds B Facility;
(k) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and
(l) the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (k) above,

provided that pension liabilities, employee profit sharing liabilities and provisions which are treated as borrowings or financial debt under Accounting Principles shall not be included in Financial Indebtdness,

and so that where the amount of Financial Indebtedness falls to be calculated, no amount shall be taken into account more than once in the same calculation and, where the amount is to be calculated on a consolidated basis in respect of a corporate group, monies borrowed or raised, or other indebtedness, as between members of such group shall be excluded.

" Financial Year " means each annual accounting period ending on the Accounting Reference Date in each year.

" Fitch " means Fitch Ratings Ltd.

" Foraco Australia Pty Ltd " means Foraco Australia Pty Ltd, a company incorporated in Australia, whose registered office is located 10 Ballantyne Road, Kewdale WA 6105, Australia, registered under number ACN 137 031 782 Western Australia.

" Foraco Holding Participaçoes LTDA " means Foraco Holding Participaçoes Ltda, a company incorporated in Brazil, whose registered office is located Av. das Oliveiras, quadra 23, Lote 01, Setor Novo Horizonte, in the City of Crixás, State of Goiás, ZIP Code 76.510- 000 Brazil, registered under number CNPJ No. 19.364.392/0001-64.

" France " means the Republic of France.

" French Civil Code " means the French Code civil .

" French Commercial Code " means the French Code de commerce .

" French Guarantor " means any Guarantor incorporated under French law.

" French Monetary Code " means the French Code Monétaire et Financier.

" French Tax Code " means the French Code général des impôts.

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" Funding Rate " means any individual rate notified by a Bondholder to the Agent pursuant to paragraph (a) of Clause 15.3 ( Market disruption ).

" Funds Flow Statement " means a funds flow statement prepared by or on behalf of the Parent in the agreed form (which is deemed to be in agreed form if consistent in all material respects with the Structure Memorandum (it being understood and agreed that the Structure Memorandum does not contain every payment required to be made on the Closing Date)).

" Group " means the Company and each of its Subsidiaries from time to time.

" Group Structure Chart " means a Group structure chart showing the Group on the Closing Date.

" Guarantor " means each of:

(a) the Original Guarantors; and
(b) any company that has acceded as an Additional Guarantor (and has not ceased to be a Guarantor) in accordance with Clause 30 ( Changes to the Obligors ).

" Holding Company " means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

" IFRS " means the International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board.

" Impaired Agent " means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;
(b) the Agent otherwise rescinds or repudiates a Finance Document;
(c) (if the Agent is also a Bondholder) it is a Defaulting Bondholder under paragraph (a) of the definition of "Defaulting Bondholder"; or
(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:
(A) administrative or technical error or delay; or
(B) a Disruption Event; and
(ii) payment is made within three (3) Business Days of its due date; or
(iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

" Industrial Competitor " means:

(a) any person whose primary business is substantially similar or in competition with the one carried out by the Group;
(b) any Affiliate of such person; or

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(c) any person who controls 50% or more of the voting rights in any such person or who is an Affiliate of such shareholder or is otherwise under common control, ownership or management of such shareholder,

provided that a person which falls within paragraphs (b) or (c) above shall not be an Industrial Competitor for the purpose of this Agreement provided that it is a person or entity (or any of its Affiliates) which is a bank, financial institution or trust, fund or other entity whose principal business or a material activity of whom is arranging, underwriting or investing in debt (subject to appropriate information barriers having been implemented and being maintained between such person and the Industrial Competitor in order to prevent any disclosure to the Industrial Competitor).

" Insolvency Event " in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(b) becomes insolvent or is unable to pay its debts as they become due or fails or admits in writing its inability generally to pay its debts as they become due and, in each case, that Finance Party is under a public insolvency, bankruptcy, wind-up, or corporate proceeding seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of such Finance Party, or governmental proceeding or process that is not dismissed, discharged, stayed or restraint, in each case within thirty (30) days of the institution or presentation thereof;
(c) makes a general assignment, arrangement, compromise or composition with or for the benefit of its creditors;
(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law, applicable corporate law seeking a compromise or arrangement of any debts of such Finance Party 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;
(e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);
(f) becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, receiver-manager, monitor, trustee, custodian or other similar official for it or for all or substantially all its assets; or
(g) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (f) above,

other than, in any such case, by way of an Undisclosed Administration.

" Intellectual Property " means:

(a) any patents, trademarks, service marks, designs, industrial designs, trade secrets, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and

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(b) the benefit of all applications (and all goodwill associated therewith) and rights to use or exploit such assets of each member of the Group (which may now or in the future subsist).

" Intercreditor Agreement " means the intercreditor agreement dated on or about the date of this Agreement and made between, among others, the Investors identified therein, the Issuers, the other Debtors (as defined in the Intercreditor Agreement, from the date of signing thereof or, as applicable, upon their accession), the Security Agent, the Agent, the Bondholders, each Original Subscriber (each as defined in the Intercreditor Agreement) and the Intra-Group Lenders (as defined in the Intercreditor Agreement).

" Interest Period " means, in relation to an Issue, each period determined in accordance with Clause 14 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 13.4 ( Default interest ).

" Interpolated Screen Rate " means, in relation to any Term Rate Issue, the rate (rounded to the same number of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Issue; and
(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Issue,

each as of the Specified Time on the Quotation Day for the currency of that Issue.

" Intra-Group Loans " means any loan outstanding from time to time between members of the Group.

" Investors " means any members of the Charmensat Family or the Simoncini Family in accordance with the definition of such terms; and " Investor " means any of them.

" Issue " means the Bonds A Facility Issue or a Bonds B Facility Issue.

" Issuer " means either of the Parent and the Company, as applicable.

" Issue Date " means the date of an Issue, being the date on which the relevant Issue is to be made, which shall be the Closing Date.

" Issue Request " means a notice substantially in the relevant form set out in Schedule 5 ( Issue Request ).

" Joint Venture " means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership.

" Legal Opinion " means any legal opinion delivered to the Agent under Clause 4.1 ( Initial conditions precedent ) or Clause 30 ( Changes to the Obligors ).

" Legal Reservations " means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, liquidation, reorganisation, moratoria, administration and other laws generally affecting the rights of creditors;
(b) the time barring of claims under applicable limitations laws (including the Limitation Acts), 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;

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(c) provisions of a contract being invalid or unenforceable for reasons of oppression, undue influence or (in the case of default interest) representing a penalty;
(d) the unavailability of, or limitation on the availability of a particular right or remedy because of equitable principles of general application;
(e) similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
(f) any other matters which are set out as qualifications or reservations as to matters of law in the Legal Opinions.

" Leverage Ratio " has the meaning given to that term in Clause 25.2 ( Financial condition ).

" LIBOR " means, in relation to any Term Rate Issue:

(a) the applicable Screen Rate as of the Specified Time for the currency of that Issue for a period equal in length to the Interest Period of that Issue; or
(b) as otherwise determined pursuant to Clause 15.1 ( Unavailability of Screen Rate prior to Rate Switch Date );

and if any such rate is below 0.5%, LIBOR shall be deemed to be 0.5%.

" Limitation Acts " means the Limitation Act 1980, the Foreign Limitation Periods Act 1984 and the Prescription and Limitation (Scotland) Act 1973.

" LMA " means the Loan Market Association.

" Loan to Own/Distressed Investor " means any person whose principal business or material activity is in investment strategies whose primary purpose is the investment in loans or other debt securities with the intention of (or view to) owning the equity or gaining control of a business or a company or group of companies (directly or indirectly), provided for the avoidance of doubt that any Original Bondholder shall not be a Loan to Own/Distressed Investor.

" Lookback Period " means the number of days specified as such in the applicable Compounded Rate Terms.

" Majority Bondholders " means a Bondholder or Bondholders whose Commitments aggregate at least 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 66 2/3% (by value) of the Total Commitments immediately prior to that reduction).

" Margin " means 8.50% per annum.

" Material Adverse Effect " means a material adverse effect on:

(a) the business, assets or financial condition of the Group (taken as a whole);
(b) the ability of the Obligors to perform their payment obligations under any of the Finance Documents (taking into account resources lawfully available to them); or
(c) subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of any security interest granted pursuant to the Finance Documents.

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" Material Company " means, at any time:

(a) the Issuers or any other Obligor;
(b) any Subsidiary of the Parent which (calculated on an unconsolidated basis and excluding intra-Group items) represents five per cent. (5%) or more of the Adjusted EBITDA; or
(c) any direct or indirect Holding Company of any member of the Group that falls within paragraphs (a) or (b) above, provided that it is a member of the Group.

Compliance with the conditions set out in paragraph (b) above shall be determined by reference to the most recent applicable Compliance Certificate supplied by the Parent delivered together with the latest applicable Annual Financial Statements and the most recent annual audited (if audited) financial statements of that Subsidiary, provided that until the date of delivery of the first Annual Financial Statements to the Agent, EBITDA of each Subsidiary of the Parent and the Adjusted EBITDA shall each be based on the relevant Original Financial Statements delivered as a condition precedent under sub-paragraph (a) of section 4 ( Financial information ) of Schedule 2 ( Conditions Precedent to the Signing Date ) and the relevant financial statements and/or management accounts on which those Original Financial Statements are based.

However, if a Subsidiary has been acquired since the date as at which the latest Annual Financial Statements were prepared, such Annual Financial Statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary.

For the avoidance of doubt, no Joint Venture shall be a Material Company.

" Month " means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

" Moody's " means Moody's Investors Service Limited.

" Net Proceeds " means the cash proceeds received by any member of the Group upon a disposal, after deducting:

(a) all taxes incurred and required to be paid or reserved (as reasonably determined by the Parent on the basis of existing rates) by the seller in relation to the disposal, including all taxes in relation to the transfer of the proceeds within the Group;
(b) fees, costs and expenses (including, for the avoidance of doubt, reasonable legal fees, reasonable agents' commission, reasonable auditors' fees, reasonable out-of-pocket reorganisation costs (including redundancy, closure and other restructuring costs, both preparatory to, and in consequence of, the relevant disposal));

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(c) any amount required to be applied in repayment or prepayment of any Financial Indebtedness other than any Issues (including, without limitation, to an entity the subject of a disposal, amounts to be repaid or prepaid to the entity disposed of in respect of intra-Group indebtedness and any third party debt secured on the assets disposed of which is to be repaid or prepaid out of those proceeds) or amounts owed to partners in Permitted Joint Ventures as a consequence of that disposal or claim; and
(d) any reasonable amounts retained to cover indemnities, contingent and other liabilities in connection with the disposal.

" New Bondholder " has the meaning given to that term in Clause 28.1 ( Transfers by the Bondholders ).

" NOHFC Existing Debt " means the CAD 512,780 Financial Indebtedness of the Company under the (i) loan and conditional contribution agreement dated 7 November 2018, entered into between, inter alios, Foraco Canada as recipient and Northern Ontaria Heritage Fund Corporation and (ii) loan and conditional contribution agreement dated 8 March 2016, entered into between, inter alios, Foraco Canada as recipient and Northern Ontaria Heritage Fund Corporation, which has been repaid in full on 23 June 2021.

" Non-Cooperative Jurisdiction " means a non-cooperative State or territory ( Etat ou territoire non coopératif ) as set out in the list referred to in article 238-0 A of the French Tax Code, as such list may be amended from time to time.

" non-Obligor " means a member of the Group which is not an Obligor.

" Obligor " means the Issuers and any Guarantor.

" Obligor/Non-Obligor General Basket " means USD 5,000,000 (or its equivalent) in aggregate over the life of the Facilities.

" Obligor/Non-Obligor Loan Basket " means USD 50,000,000 (or its equivalent) in aggregate at any time.

" Obligors' Agent " means the Parent, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.6 ( Obligors' Agent ).

" Original Accounting Principles " has the meaning given to that term in paragraph (c) of Clause 24.3 ( Requirements as to financial statements ).

" Original Financial Statements " means:

(a) the audited consolidated annual accounts of the Parent for the financial year ending on 31 December 2020; and
(b) the audited annual financial statements of the Company for the financial year ending on 31 December 2020.

" Original Guarantor " means each of:

(a) the Parent;
(b) the Company;
(c) Foraco Australia Pty Ltd.;

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(d) Foraco Holding Participaçoes LTDA; and
(e) Servitec Foraco Sondagem SA.

" Outstanding Principal " means, at any time, in respect of any Bond, the aggregate principal amount of such Bond outstanding at such time.

" Participating Member State " means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

" Party " means a party to this Agreement.

" Perfection Requirements " means the making or the procuring of the appropriate registrations, filings, endorsements, notarisation, stampings and/or notifications of the Transaction Security Documents and/or the Transaction Security created thereunder.

" Permitted Acquisition " means:

(a) any acquisition by a member of the Group pursuant to a Permitted Disposal by another member of the Group;
(b)
any acquisition of Cash Equivalent Investments for treasury management purposes;
(c) an acquisition of interests in a Permitted Joint Venture to the extent permitted under the Joint Venture covenant;
(d) an acquisition by a member of the Group of a controlling interest in any person (and, for this purpose, " control " means holding at least fifty point one per cent. (50.1%) of the voting shares or equivalent voting interests in the relevant person and having the ability to control the payment of dividends and other profit distributions by the acquired company and appoint directors which control a majority of the votes which may be cast at a meeting of the board of directors or analogous governing body of the relevant person) or a business or undertaking (each such person, business or undertaking a " target ") in each case carrying on a similar, related or complementary business to the Group in OECD jurisdictions, (each, a " Qualifying Permitted Acquisition ") and in each case, provided that :
(i) if the Enterprise Value in respect of such target exceeds USD 10,000,000 (or its equivalent), the Agent shall have received from the Parent no later than three (3) days before the relevant Commitment Date (as defined below), a copy of any third party due diligence reports to the extent commissioned and obtained by the Parent in connection with the proposed acquisition on a non-reliance basis and for information purposes only;
(ii) if the Enterprise Value in respect of such target exceeds USD 15,000,000 (or its equivalent), the Agent shall have received from the Parent no later than three (3) days before the relevant Commitment Date (as defined below), a copy of any third party due diligence reports to the extent commissioned and obtained by the Parent in connection with the proposed acquisition which shall include legal and financial due diligence on a non-reliance basis and for information purposes only;
(iii) the Agent shall have received from the Parent, a compliance certificate evidencing that the Leverage Ratio ( pro forma for such Permitted Acquisition) as at the Relevant Period ending on the most recent testing date in respect of which annual or quarterly financial statements together with a Compliance Certificate have been delivered to

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the Agent in accordance with Clauses 24.1 ( Financial statements ) and 24.2 ( Provision and contents of Compliance Certificate ) respectively as at the acquisition date pursuant to the terms of this Agreement does not exceed the lower of (x) 2.10x and (y) the covenanted Leverage Ratio for such testing date, provided that the provisions of this paragraph (iii) shall not apply to any Qualifying Permitted Acquisition, the Consideration of which (when aggregated with the Considerations of all Qualifying Permitted Acquisitions completed in the same Financial Year) does not exceed USD 1,000,000 (or its equivalent);

(iv) no Event of Default has occurred and is continuing on the Commitment Date or (by reference to the facts and circumstances at that time) would occur as a result of the completion of the proposed acquisition (subject always to the provisions, operation and application of any applicable clean-up period);
(v) neither the target not any of its Subsidiaries is incorporated or established and carries on business in any Sanctioned Country and is engaged in any transaction, activity or conduct that would violate such Sanctions;
(vi) the Agent has been provided with, at least five (5) Business Days prior to the completion date for the proposed acquisition, from the Parent, a summary of the key terms of the relevant acquisition, including, in particular, details of the contemplated acquired entity, the total consideration to be paid, the Enterprise Value, the equity value in respect thereof and its rationale;
(vii) the target is not insolvent or subject to any insolvency proceedings set out in Clause 27.6 ( Insolvency );
(viii) the target has generated positive earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) (hereafter, " target EBITDA ") for the immediately preceding financial year;
(ix) the target has no material contingent liabilities (other than pension liabilities of the target which are fully provided for in accordance with applicable law), save to the extent reflected in the purchase price (on a reasonable basis), or indemnified by the relevant vendor or to the extent such liability is insured by a reputable insurer or to the extent adequate cash reserves are being maintained as required under the relevant Accounting Principles or to the extent covered in a manner acceptable to the Agent (acting on the instructions of the Majority Bondholders); and
(x) the aggregate of the Considerations of all Qualifying Permitted Acquisitions shall not exceed an aggregate amount of USD 10,000,000 per Financial Year and USD 40,000,000 over the life of the Bonds, where “ Consideration ” means the aggregate purchase price to be paid for the acquisition of the relevant target (including any deferred consideration) and the amount of any Financial Indebtedness assumed by the relevant member of the Group as part of the consideration of the acquisition making the acquisition or any Affiliate thereof on its behalf and any transaction costs in relation thereto;

provided that , if the Parent so elects, the conditions referred to in sub-paragraphs (iii) above shall be tested on the testing date in respect of which annual or quarterly financial statements together with a Compliance Certificate have been delivered to the Agent in accordance with Clauses 24.1 ( Financial statements ) and 24.2 ( Provision and contents of Compliance Certificate ) respectively immediately preceding the date of signing of the relevant share purchase agreement or other legally binding commitment related to the Acquisition (the " Commitment Date ") and provided further that , in order to satisfy the condition set out in

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sub-paragraph (iii) above in relation to any Commitment Date or acquisition date, as the case may be, prior to the delivery of any Compliance Certificate to the Agent in respect of the First Test Date of the Financial Covenant, the compliance certificate evidencing that the Leverage Ratio ( pro forma for such Permitted Acquisition) does not exceed the levels set out in subparagraph (iii) above shall be established on the basis of the reference Adjusted EBITDA and Consolidated Total Net Debt as used to calculate the opening Leverage Ratio as at Closing Date and the latest available management financial statements of the relevant target, consolidating such target on a pro forma basis taking into account its last twelve month consolidated EBITDA (calculated on the same basis as Adjusted EBITDA) and total net debt (calculated on the same basis as Consolidated Total Net Debt), in each case, as disclosed therein;

(e) any acquisition pursuant to a Permitted Reorganisation or Permitted Transaction;
(f) an acquisition constituting a Permitted Securities Issue;
(g) an acquisition or redemption of shares in the context of the repurchase of management equity which constitutes a Permitted Payment in accordance with paragraph a) of the definition thereof;
(h) any acquisition of minority interests in a member of the Group;
(i) any acquisition of shares following the conversion of an Intra-Group Loan into equity;
(j) an acquisition of the share capital or analogous ownership interests in a limited liability entity (including by way of formation) which has not traded prior to the close of the acquisition; and
(k) any acquisition to which the Agent (acting on the instructions of the Majority Bondholders) shall have given prior written consent,

" Permitted Disposal " means:

(a) disposals (other than shares, businesses, undertakings and Intellectual Property) in the ordinary course of trading;
(b) any disposal of Cash and Cash Equivalent Investments in a manner not prohibited by the Finance Documents;
(c) any disposal of any Intellectual Property by a member of the Group by a license of or other rights to use Intellectual Property granted to any other members of the Group or to any third party to the Group on arm’s length terms in the ordinary course of business;
(d) any disposal of assets (other than shares, businesses, undertakings and Intellectual Property or real estate assets) in exchange or replacement for other assets (other than cash or cash equivalent investments) which are, in the reasonable opinion of the entity effecting the acquisition, comparable or superior as to type, quality and value;
(e) any disposal by a member of the Group to another member of the Group provided that :
(i) if the asset disposed of is subject to Transaction Security at the time of disposal it shall be disposed of on the basis that it shall remain subject to, or otherwise become subject to, equivalent Security under a Transaction Security Document following disposal (subject to the Agreed Security Principles); and

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(ii) no disposal of assets may be made under this paragraph by any Obligor to a member of the Group incorporated in Russia or in a country of the African continent (except for South Africa) except if not exceeding the Obligor/Non-Obligor General Basket at any time;
(f) any disposal of assets (other than shares, businesses, undertakings or real estate assets) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person's business or operations;
(g) any disposal of any business, assets or shares pursuant to a Permitted Reorganisation;
(h) disposals of assets which are seized, expropriated, or acquired by compulsory purchase by or by the order of any central or local governmental agency or authority which individually or together would not result in an Event of Default under Clause 27.13 ( Expropriation );
(i) disposals pursuant to the grant of leasehold interests in, or licences of, property in the ordinary course of business;
(j) any disposal of (x) assets subject to factoring, sale and leaseback, finance lease or similar arrangement constituting Capitalised Lease Obligations pursuant to the definition of “Financial Indebtedness” in each to the extent permitted under the definition of "Permitted Financial Indebtedness" and (y) receivables under factoring program or any other similar arrangement without recourse (including where recourse pursuant to such arrangements is limited to customary indemnities, warranties and/or security) up to an aggregate outstanding amount not exceeding USD 5,000,000 at any time;
(k) any disposal of assets arising as a result of Permitted Security;
(l) any disposal of assets arising as a result of a Permitted Transaction;
(m) any disposal of an Intra-Group Loan as a result of the conversion of such Intra-Group Loan into equity pursuant to paragraph (i) of the definition of "Permitted Acquisition";
(n) disposals of assets to a Permitted Joint Venture;
(o) any disposal to which the Agent (acting on the instructions of the Majority Bondholders) shall have given prior written consent; and
(p) disposals of assets not otherwise permitted by the foregoing where the aggregate value of the assets so disposed of in any Financial Year of the Issuers does not in aggregate exceed the greater of (i) USD 5,000,000 (or its equivalent in any other currencies) and (ii) 20% of Adjusted EBITDA.

" Permitted Financial Indebtedness " means:

(a) Financial Indebtedness arising under the Finance Documents;
(b) Financial Indebtedness arising under a Permitted Guarantee, a Permitted Loan, a Permitted Joint Venture or a Permitted Treasury Transaction;
(c) Financial Indebtedness to which the Agent (acting on the instructions of the Majority Bondholders) shall have given prior written consent;

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(d) Financial Indebtedness of any person that becomes a member of the Group after the Closing Date as a result of a Permitted Acquisition (save to the extent otherwise permitted as Permitted Financial Indebtedness); provided that :
(i) such Financial Indebtedness was not incurred or increased, or the maturity of such Financial Indebtedness was not extended, at the time such person became a member of the Group and was not incurred or increased in anticipation thereof; and
(ii) such Financial Indebtedness is discharged within four (4) Months of the date on which such person becomes a Subsidiary;
(e) Financial Indebtedness arising as a result of daylight exposures of any member of the Group in respect of banking arrangements entered into in the ordinary course of its treasury activities;
(f) Financial Indebtedness which constitutes Subordinated Shareholder Debt;
(g) Financial Indebtedness (including the Existing Financial Indebtedness Not To Be Refinanced) up to an aggregate outstanding principal amount not exceeding, at any time, the greater of (i) USD 30,000,000 (or its equivalent in any other currencies) and (ii) 90% of Adjusted EBITDA; and
(h) Financial Indebtedness arising under any vendor loan or deferred consideration made available or provided by the relevant vendor directly in connection with completing a Permitted Acquisition provided that the aggregate amount of such vendor loan and deferred consideration for the relevant Permitted Acquisition does not exceed 35% of the total consideration for such acquisition.

" Permitted Guarantee " means:

(a) any guarantee (including counter-guarantees and counter-indemnities) which, if it were a loan, would be a Permitted Loan to the extent the issuer of the relevant guarantee would have been entitled to make a loan in an equivalent amount under the definition of "Permitted Loan" (other than under paragraph (i) of the same) to the person whose obligations are being guaranteed;
(b) guarantees granted by any person that becomes a member of the Group after the Closing Date as a result of a Permitted Acquisition (save to the extent otherwise permitted as Permitted Guarantee), provided that :
(i) such guarantee existed at the time such person became a member of the Group and was not incurred or increased in anticipation thereof and not amended to increase the guaranteed liabilities; and
(ii) the Financial Indebtedness guaranteed thereby is discharged within four (4) Months of the date on which such person becomes a member of the Group;
(c) guarantees of Permitted Treasury Transactions;
(d) guarantees to landlords and counter-indemnities in favour of financial institutions which have guaranteed rent obligations of a member of the Group;
(e) the endorsement of negotiable instruments in the ordinary course of trading;

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(f) any guarantee (including counter-guarantees and counter-indemnities) or indemnity given in the ordinary course of trading and/or any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade, provided that the primary obligation in relation thereto does not constitute Financial Indebtedness;
(g) guarantees and indemnities given in favour of directors and officers of any member of the Group in respect of their function as such in an aggregate amount not exceeding the amounts already approved by the Board at any time;
(h) any guarantee given in respect of netting or set-off arrangements permitted pursuant under the definition of "Permitted Security";
(i) indemnities given to professional advisers, creditor committees and consultants in the ordinary course of business;
(j) guarantees given to creditors pursuant to Permitted Reorganisations and capital reductions;
(k) customary representations and warranties given in connection with Permitted Disposals and/or Permitted Acquisitions up to a maximum amount equal to the consideration for that disposal or acquisition (as the case may be);
(l) guarantees by any member of the Group in respect of obligations or Financial Indebtedness of any other member of the Group that is Permitted Financial Indebtedness, provided that no guarantee may be given under this paragraph by any Obligor in respect of obligations or Financial Indebtedness of any other member of the Group being incorporated in Russia or in a country of the African continent (except for South Africa) except if not exceeding the Obligor/Non-Obligor General Basket;
(m) guarantees to which the Agent (on the instructions of the Majority Bondholders) has given prior written consent;
(n) to the extent required, mandatory guarantees under any applicable law;
(o) any guarantee granted in relation to any Permitted Joint Ventures;
(p) any guarantee granted by any member of the Group in favour of any government, state or local authority in relation to Tax or social security contribution securing a payment contested in good faith by the relevant member of the Group and for which provisions are being maintained by the relevant member of the Group in accordance with the applicable Accounting Principles; and
(q) guarantees not otherwise permitted by the preceding paragraphs, the aggregate principal outstanding amount guaranteed by which (when aggregated with all such other guarantees) does not exceed USD 5,000,000 at any time.

" Permitted Holding Company Activity " means:

(a) the holding of shares in its Subsidiaries;
(b)
making Permitted Loans;
(c) incurring permitted Financial Indebtedness, granting Permitted Security and providing Permitted Guarantees to the extent consistent with the activities of a holding company in the ordinary course of its business as a holding company;

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(d) the entry into and performance of its obligations under the Finance Documents;
(e) the granting of Transaction Security to the Finance Parties;
(f) any Financial Indebtedness and/or other liabilities incurred and any loan, guarantee or payment made and/or transactions entered into under the Finance Documents;
(g) the provision of administrative, managerial, legal, treasury and accounting services and the secondment of employees to other members of the Group of a type customarily provided by a holding company to its subsidiaries;
(h) the incurrence of Financial Indebtedness under any Shareholders’ Injection;
(i) the making of or receipt of any Permitted Payment;
(j) general administration activities including without limitation those relating to overhead costs and paying filing fees and other ordinary course expenses (such as audit fees and taxes), to include the fulfilment of any periodic reporting requirements;
(k) the fulfilment of legal, commercial, social and corporate rights and obligations related to the shares of the Parent pursuant to the normal-course issuer bid (NCIB) under Canadian laws, the Company free shares plans for French employees and non-French employees and other similar agreements; and
(l) the incurrence of any other costs that relate to services provided or duties of the Group.

" Permitted Joint Venture " means:

(a) any Joint Venture existing as at the Signing Date and listed in Schedule 18 ( List of Existing Joint Ventures ); and
(b) any investment in a Joint Venture where:
(i) the Joint Venture is not incorporated or established in and does not carry on business in any Sanctioned Country and is not otherwise engaged in any transaction, activity or conduct that would violate any Sanctions;
(ii) the Joint Venture is engaged in a business in OECD jurisdictions and that is substantially similar or complementary to the Group's existing business; and
(iii) no Event of Default is continuing or would result from making such investment;

provided that in respect of paragraphs (a) to (b) above, the aggregate of:

(A) all amounts subscribed for shares in, lent to or invested in all such Joint Ventures by any member of the Group;
(B) the contingent liabilities of any member of the Group under any guarantee given in respect of the liabilities of any Joint Venture; and
(C) the market value of any assets transferred by any member of the Group to any Joint Venture to the extent exceeding the value of the cash consideration for such transfer or contribution,

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net of profit distributions and returns on investments in cash (in each case after the Closing Date) does not exceed, at any time, the greater of (i) USD 10,000,000 (or its equivalent in any other currencies) and (ii) 40% of Adjusted EBITDA.

" Permitted Loan " means:

(a) loans and trade credit in the ordinary course of its trading activities;
(b)
advance payments made in the ordinary course of business;
(c) loans and the granting of credit made between members of the Group, provided that no loan or granting of credit may be provided under this paragraph by any Obligor to any other member of the Group being incorporated in Russia or in a country of the African continent (except for South Africa) except if not exceeding the Obligor/Non-Obligor Loan Basket.
(d) loans comprising deferred consideration in respect of a Permitted Disposal, up to a maximum amount not exceeding thirty-five per cent. (35%) of the consideration received in respect of such Permitted Disposal;
(e) loans required to be made by mandatory provisions of law;
(f) loans to Permitted Joint Ventures;
(g) loans to employees of the Group or employee share option or unit or benefit trust schemes, in an aggregate principal amount outstanding which does not at any time exceed USD 5,000,000 (or its equivalent in any other currencies);
(h) loans to which the Agent (on the instructions of the Majority Bondholders) has given prior written consent; and
(i) loans not otherwise permitted pursuant to the preceding paragraphs so long as the aggregate principal amount outstanding of all such loans does not exceed, at any time, the greater of (i) USD 3,000,000 (or its equivalent in any other currencies) and (ii) 10% of Adjusted EBITDA.

" Permitted Payment " means a payment including the cash payment of a dividend, repayment of equity, reduction of capital, loan, fee, charge or the cash payment of interest on, or repayment or prepayment of principal in respect of, Shareholders’ Injection, redemption, set-off, acquisition of liabilities or other discharge in each case to fund:

(a) the repurchase of management equity (and any repurchase or repayment of related loans) up to an outstanding net outflow amount from the Group which (when aggregated with all other such payments and all other acquisitions (except where those previously acquired shares have been acquired from a member of the Group by a new member of management for cash and then only to the extent of the lower of (1) that cash and (2) the original consideration paid for such shares by the relevant member of the Group) does not at any time exceed USD 500,000;
(b) any payment of a dividend, repayment of equity or payment of interest on or repayment of principal of Subordinated Shareholder Debt by the Parent to the extent that:
(i) no Event of Default has occurred and is continuing when the payment is made or would arise as a result of such payment;
(ii) the Leverage Ratio as at the immediately preceding Quarter Date ( pro forma taking into account such payment) in respect of which annual or quarterly financial statements together with a Compliance Certificate have been delivered to the Agent

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in accordance with Clauses 24.1 ( Financial statements ) and 24.2 ( Provision and contents of Compliance Certificate ) respectively is equal to or less than 1.75x;

provided that payments made under this paragraph (b) shall not exceed USD 7,500,000 per Financial Year (when aggregated with all Permitted Payments made on the basis of this paragraph (b) in the same Financial Year);

(c) any payment or declaration of a dividend, return of capital, capital contribution or other distribution, redemption, repurchase, defeasement, retirement, reduction or payment in respect of share capital or capital reserve made by any direct or indirect Subsidiary of the Parent to its shareholders provided that if the member of the Group is not a wholly-owned subsidiary of its Holding Company, the payment attributable to its minority shareholders shall be no greater than proportionate to their shareholding;
(d) or any payment to managers in relation to their specific compensation for their respective officer’s mandate ( mandat social ) in the Parent in their capacities as chairman of the board ( president du conseil d’administration ), general manager ( directeur general ) or deputy general manager ( directeur general délégué ), provided that (i) such compensation is approved by the board of directors of the Parent upon advise from the compensation committee ( comité des rémunérations ) in accordance with the by-laws of the Parent and the rules and recommendations applicable to listed companies the shares of which are admitted to trading on the TSX and (ii) as from the date the Parent ceases to be listed on the TSX, such permission shall not apply to any such compensation which would exceed an aggregate amount of EUR 3,000,000 (or its equivalent in other currencies) (plus VAT if applicable) in any Financial Year;
(e) director fees, jetons de presence and costs and expenses payable to directors ( administrateurs ) of the Parent up to an aggregate amount of (i) USD 35,000 (or its equivalent in other currencies) per director (plus VAT if applicable) in any Financial Year and (ii) USD 200,000 (or its equivalent in other currencies) (plus VAT if applicable) for all directors to which director fees are paid pursuant to this paragraph (e) in any Financial Year;
(f) any payment made directly or indirectly to the Investors on customary conditions and on an arm's length cost-plus basis in the conditions set out in the services agreements ( contrats de prestations de services ) entered into between the Investors and the relevant members of the Group as compensation for consulting and management services rendered directly or indirectly by any such Investors to members of the Group;
(g) any payment to any company shareholder of the Parent being an Investor to fund the salaries and the related costs due by it to managers who have an employment contract with any such company shareholder, to the extent that such salaries and related costs are not re-invoiced as part of the price paid in connection with services agreements ( contrats de prestation de services ) referred to in paragraph (f) above;

subject to, in relation to payments under paragraphs (f) and (g) above, a maximum amount of USD 100,000 per annum; and

(f) any repayment of Shareholders’ Injection by way of set-off against a subscription to a corresponding share capital increase by the Parent or other new Shareholders’ Injection of at least the same principal amount and without any cash payment.

For the avoidance of doubt, and without prejudice to any restriction of the cash or non-cash nature of such payment, any "payment" referred to above as a Permitted Payment may be paid in any manner whatsoever (including, without limitation, by way of dividend, reduction of capital, increase of

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capital, loan, fee, charge, repayment, prepayment, redemption, defeasance, retirement, set-off, acquisition of liabilities or other discharge).

" Permitted Reorganisation " means:

(a) a reorganisation, amalgamation, demerger, consolidation, reorganisation or corporate reconstruction (in each case carried out on a solvent basis) involving the business or assets of, or shares of (or other interests in), any member of the Group where:
(i) if that member of the Group is the Parent, the surviving entity shall be the Parent;
(ii) all of the business, assets and shares of (or other interests in) the relevant member of the Group continue to be owned directly or indirectly by the Parent in the same or a greater percentage as prior to such reorganisation, save for:
- (A) the shares of (or other interests in) any member of the Group which has been merged into another member of the Group or which has otherwise ceased to exist (including, for example, by way of the collapse of a solvent partnership or solvent winding up or solvent liquidation of a corporate entity) as a result of such a reorganisation; or
- (B) the business, assets and shares of (or other interests in) relevant members of the Group which cease to be owned as a result of a disposal of shares (or partnership or other ownership interests) in a member of the Group required to comply with applicable laws, provided that any such disposal is limited to the minimum amount required to comply with such applicable laws; and
(iii) the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent guarantees and security interest (ignoring for the purpose of assessing such equivalency any hardening periods), provided that :
- (A) the relevant company giving the new security interest confirms that it is solvent; or
- (B) the reorganisation does not have the effect of materially and adversely affecting the enforceability and validity of those guarantees and security interest over the same or substantially equivalent assets (other than over any shares (or other interests) which have ceased to exist as contemplated in paragraph (ii) above) and over the shares (or other interests) in the transferee or the entity surviving as a result of such reorganisation;
(b) any other reorganisation involving one or more members of the Group approved by the Majority Bondholders.

" Permitted Security " means:

(a) charges or liens in each case arising solely by operation of law and in the ordinary course of business and not as a result of any default or omission by any member of the Group;
(b) rights of set-off existing in the ordinary course of business between any member of the Group and its respective suppliers or customers;
(c) rights of set-off or netting or charges arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank or similar facilities or overdraft facilities and arising under the standard commercial terms and conditions of such bank;

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(d) encumbrances over credit balances on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance basis;
(e) any Security or Quasi-Security arising under any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on customary terms and not as a result of any default or omission by any member of the Group;
(f) Security or Quasi-Security arising under a sale and leaseback, a lease, factoring, hire purchase, conditional sale agreements or other similar financing arrangements permitted as "Permitted Financial Indebtedness" or other agreements for the acquisition of assets on deferred payment terms in the ordinary course of business, to the extent such Security is granted by the relevant member of the Group only over assets comprised within or constituted by such arrangements;
(g) Transaction Security and Security or Quasi-Security arising under the Finance Documents;
(h) Security or Quasi-Security over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of business;
(i) any Security or Quasi-Security over or affecting any asset acquired by any member of the Group after the Closing Date and subject to which such asset is acquired (save to the extent otherwise permitted as Permitted Security), provided that :
(i) such Security was not created in contemplation of the acquisition of such asset by a member of the Group;
(ii) the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such asset by a member of the Group (other than as a result of capitalisation of interest); and
(iii) such Security is released within four (4) Months of such acquisition;
(j) any Security or Quasi-Security over or affecting any asset of any entity which becomes a member of the Group after the Closing Date, where such Security is created prior to the date on which such entity becomes a member of the Group (save to the extent otherwise permitted as Permitted Security), provided that :
(i) such Security was not created in contemplation of the acquisition of such entity;
(ii) the amount thereby secured has not been increased in contemplation of, or since the date of, the acquisition of such entity (other than as a result of capitalisation of interest); and
(iii) such Security or Quasi-Security is released within four (4) Months of such acquisition;
(k) any Security or Quasi-Security over shares in a Permitted Joint Venture to secure obligations to other Joint Venture partners to the extent required to be provided by the terms of the relevant joint venture agreement;
(l) any Security or Quasi-Security granted in connection with the Existing Financial Indebtedness To Be Refinanced, provided that such Security or Quasi-Security is released on the Closing Date;

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(m) Security or Quasi-Security which does not secure any outstanding actual or contingent liability provided that all reasonable endeavours are used to release or discharge of such Security;
(n) Security or Quasi-Security over cash paid into an escrow account by any third party or any member of the Group pursuant to any customary deposit or retention of purchase price arrangements entered into pursuant to any disposal or acquisition made by a member of the Group and which is permitted pursuant to the Finance Documents;
(o) Security or Quasi-Security over rental deposits placed by a member of the Group with a lessor pursuant to a property lease entered into in the ordinary course of business;
(p) any Security or Quasi-Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by any member of the Group in good faith and for which provisions are being maintained by the relevant member of the Group in accordance with the Accounting Principles;
(q) Security or Quasi-Security arising automatically by operation of law in favour of any taxation or any government authority or organisation in respect of taxes, assessments or governmental charges which are being contested by the relevant member of the Group in good faith;
(r) Security or Quasi-Security created over the assets of a member of the Group pursuant to a court order or judgment or as security for costs arising pursuant to court proceedings being contested by such member of the Group in good faith and to the extent that such order or judgment does not constitute an Event of Default;
(s) any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a member of the Group which constitutes Permitted Financial Indebtedness;
(t) Security or Quasi-Security to which the Agent (acting on the instructions of the Majority Bondholders) shall have given its prior written consent;
(u) Security or Quasi-Security granted in favour of creditors directly in relation to a Permitted Reorganisation or capital reduction of a member of the Group, to the extent necessary to ensure that the Permitted Reorganisation or capital reduction occurs;
(v) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group, provided that no such netting by any Obligor shall be made under this paragraph with respect to any receivables held against members of the Group being incorporated in Russia or in a country of the African continent (except for South Africa) to the extent exceeding the Obligor/Non-Obligor General Basket;
(w) any Security or Quasi-Security created or subsisting in order to secure any obligations arising under or in connection with part time retirement arrangements;
(x) inchoate or statutory Security of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of construction, maintenance, repair or operation of assets of the Person, in each case, (i) that are related to obligations not due or delinquent, (ii) that are not registered against title to any assets of the Person, (iii) either (A) in respect of which adequate holdbacks are being maintained as required by applicable law or (B) that are being contested in good faith by appropriate proceedings and in respect of which there has been set aside a reserve in an adequate amount and (iv) that do not reduce the value of the

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assets of the Person or materially interfere with the use of such assets in the operation of the business of the Person;

(y) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein, provided they do not reduce the value of the assets of the Person or materially interfere with the use of such assets in the operation of the business of the Person;
(z) Security and Quasi-Security not otherwise permitted pursuant to the preceding paragraphs (including, for the avoidance of doubt, Security and Quasi-Security securing indebtedness under Existing Financial Indebtedness Not To Be Refinanced) securing indebtedness in an aggregate principal amount outstanding not exceeding, at any time, the greater of (i) USD 20,000,000 (or its equivalent in any other currencies) and (ii) 45% of Adjusted EBITDA, provided that the Parent may elect that a third party bank (the “ Third Party Bank ”) willing to lend to the Company secured indebtedness incurred by it under this paragraph be allowed to benefit from a lien over account receivables held by the Company on a first ranking basis, to the extent the following conditions are satisfied (the “ Third Party Bank Debt ”):
(i) such secured indebtedness is incurred under paragraph (g) of the definition of Permitted Financial Indebtedness for a maximum principal amount which does not exceed at any time the greater of (i) USD 10,000,000 (or its equivalent in any other currencies) and (ii) 30% of Adjusted EBITDA;
(ii) the Third Party Bank Debt is made avaialable to the Company within a maximum period of 6 (six) months following the Closing Date;
(iii) Security Interests granted by members of the Group to secure the obligations due by the Company under the Third Party Bank Debt are limited to a lien over account receivables held by the Company, and no guarantee or other Security from any other member of the Group is (or shall be) given to guarantee the payment obligations thereof under the Third Party Bank Debt; and
(iv) the facilities agreement documenting the Third Party Bank Debt, a copy of which has been delivered to the Agent no later than the date falling 5 (five) Business Days before the date of funding of the Third Party Bank Debt, does not contain any provisions conflicting with the terms of the Finance Documents.

" Permitted Securities Issue " means:

(a) an issue of securities by the Parent not constituting a Change of Control;
(b) an issue of shares by any member of the Group to its shareholders or to another member of the Group, provided that ownership interest of the Parent in such Subsidiary prior to such issue is not diluted as a result and provided further that :
(i) (in any such case) in the event that the shares of such Subsidiary are subject to Transaction Security prior to such issue, then the percentage of shares in such Subsidiary subject to Transaction Security is not diluted; and
(ii) no issue of shares by any member of the Group being incorporated in Russia or in a country of the African continent (except for South Africa) may be made under this paragraph to the extent subscribed for by any Obligor (except if not exceeding the Obligor/Non-Obligor General Basket);

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(c) an issue of shares pursuant to a management or employee share scheme of the Group to the extent that (i) the shares so issued do not give right to the payment of dividends or other distribution of profits during the life of the Bonds, or (ii) the shares so issued give right to a shareholding percentage in the relevant member of the Group which does not exceed a maximum shareholding percentage equal to 5%, on a non-diluted and fully diluted basis, of the share capital of such member of the Group or (iii) the shares so issued are issued on the basis of any combination of (i) and (ii) above, provided that any such share issue does not result in a change of control at the level of the relevant issuing member of the Group; or
(d) an issue of shares permitted pursuant to a Permitted Acquisition, a Permitted Joint Venture, a Permitted Reorganisation or a Permitted Transaction.

" Permitted Transaction " means:

(a) any disposal required, Financial Indebtedness incurred, guarantee, indemnity, Security or Quasi-Security given, or other transaction arising, pursuant to the Finance Documents;
(b)
a Permitted Reorganisation;
(c) any conversion of a loan, credit or any other indebtedness outstanding which is permitted under any Finance Document into distributable reserves or share capital of any member of the Group or any other capitalisation, forgiveness, waiver, release or other discharge of that loan, credit or indebtedness;
(d) any transaction (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's lengths terms; and
(e) any transaction to which the Agent (acting on the instructions of the Majority Bondholders) shall have given prior written consent.

" Permitted Treasury Transaction " means:

(a) any Treasury Transactions entered into for the purpose of hedging interest rate liabilities under any Permitted Financial Indebtedness with a floating interest rate and/or hedging exchange rate liabilities in respect of any amount outstanding under any Permitted Financial Indebtedness which is not denominated in the Base Currency (including, without limitation, both the interest and principal liabilities) and any arrangement replacing or extending such Treasury Transactions on terms permitted by the Finance Documents;
(b) any Treasury Transaction entered into for the hedging of actual or projected real exposures arising in the ordinary course of trading activities of a member of the Group for a period of not more than twelve (12) Months in the ordinary course of business (and not for speculative purposes).

" Pro-Forma Adjustments " means the pro forma increase or decrease in the Consolidated EBITDA of the Group for the applicable Relevant Period as follows:

(a) if, during a test period, a member of the Group has completed, or has undertaken to complete, the acquisition of a company, business or going concern ( fonds de commerce ) (the " Purchase "), the Consolidated EBITDA will be calculated for that period:
(i) taking into account the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the company, business or

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going concern ( fonds de commerce ) subject to the Purchase as if such Purchase had been completed on the first day of the relevant test period; but

(ii) excluding non-recurring commissions, expenses, fees and taxes relating to the Purchase;
(b) if, during a test period, a member of the Group has completed the sale of a company, business or going concern ( fonds de commerce ) (the " Sale "), the Consolidated EBITDA in respect of such period:
(i) will be reduced by an amount equal to earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the company, business or going concern ( fonds de commerce ) subject to the Sale (if positive) or will be increased by an amount equal to the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of the company, business or going concern ( fonds de commerce ) subject to the Sale (if negative) in either case as if such Sale had been completed on the first day of the relevant test period; and
(ii) will exclude non-recurring commissions, expenses, fees and taxes relating to the Sale.

" Qualifying Bondholder " has the meaning given to that term in Clause 17 ( Tax Gross-Up and Indemnities ).

" Qualifying Permitted Acquisition " has the meaning given to that term in the definition of “Permitted Acquisition”.

" Quarter Date " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Quarter Period " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Quarterly Financial Statements " has the meaning given to that term in Clause 24 ( Information Undertakings ).

" Quasi-Security " has the meaning given to that term in Clause 26.14 ( Negative pledge ).

" Quotation Day " means, in relation to any period for which an interest rate is to be determined, two (2) TARGET Days before the first day of that period.

" Quoted Tenor " means, in relation to the Screen Rate for a Term Reference Rate applicable to Issues in a currency, any period for which that Screen Rate is customarily displayed on the relevant page or screen of an information service.

" Rate Switch Currency " means any currency for which there are Compounded Rate Terms, which at the date of this Agreement only includes US Dollars.

" Rate Switch Date " means:

(a) in relation to a Rate Switch Currency, the earlier of:
(i) the Backstop Rate Switch Date; and
(ii) any Rate Switch Trigger Event Date;

for that Rate Switch Currency; or

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(b) in relation to a Rate Switch Currency which:
(i) becomes a Rate Switch Currency after the date of this Agreement; and
(ii) for which there is a date specified as the "Rate Switch Date" in the Compounded Rate Terms for that currency,

that date.

" Rate Switch Trigger Event " means:

(a) in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Issues in that Rate Switch Currency:
(i)
(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that , in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease to provide that Screen Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate for that Quoted Tenor;
(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or
(iv) the administrator of that Screen Rate or its supervisor publicly announces that that Screen Rate for any Quoted Tenor may no longer be used; and
(b) in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Issues in that Rate Switch Currency, the supervisor of the administrator of that Screen Rate publicly announces or publishes information:
(i) stating that that Screen Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); and
(ii) with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such precessation announcement or publication.
" Rate Switch Trigger Event Date " means, in relation to a Rate Switch Currency:

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(a) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(i) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate ceases to be published or otherwise becomes unavailable;
(b) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraphs (a)(ii), (a)(iii) or (a)(iv) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and
(c) in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (b) of the definition of "Rate Switch Trigger Event", the date on which the relevant Screen Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Screen Rate).

" Receiver " means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

" Reference Bank Quotation " means any quotation supplied to the Agent by a Reference Bank.

" Reference Bank Rate " means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks in relation to LIBOR:

(a) (other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or
(b) if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

" Reference Banks " means such banks or financial institutions as may be appointed by the Agent after consultation with the Parent (and agreed to by the relevant bank or financial institution).

" Register " has the meaning given to that term in Clause 6.1 ( Agent to maintain Bonds Registers ).

" Regulation " means Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast).

" Related Fund " in relation to a fund (the " first fund "), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

" Relevant Jurisdiction " means, in relation to an Obligor:

(a) its jurisdiction of incorporation;
(b) any jurisdiction where it conducts a substantial part of its business or in which a substantial part of its assets is located;
(c) any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

" Relevant Nominating Body " means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

" Relevant Period " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" Repeating Representations " means each of the representations set out in Clause 23.2 ( Status ) to Clause 23.7 ( Governing law and enforcement ), paragraphs (b) to (d) (inclusive) of Clause 23.11 ( Original Financial Statements ), Clause 23.18 ( Ranking ), Clause 23.23 ( Centre of main interests ) and Clause 23.30 ( Sanctions, Anti-Corruption and Anti-Money Laundering Laws).

" Replacement Benchmark " means a benchmark rate which is:

(a) formally designated, nominated or recommended as the replacement for a Screen Rate by:
(i) the administrator of that Screen Rate ( provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
(ii) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the Replacement Benchmark will be the replacement under paragraph (ii) above;

(b) in the opinion of the Majority Bondholders and the Issuers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or
(c) in the opinion of the Majority Bondholders and the Issuers, an appropriate successor to a Screen Rate.

" Report " the financial due diligence report with respect to the Group dated 30 October 2020 prepared by Grant Thornton.

" Representative " means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

" Resignation Letter " means a letter substantially in the form set out in Schedule 11 ( Form of Resignation Letter ).

" Resolution Authority " means any body which has authority to exercise any Write-down and Conversion Powers.

" Restricted Transfer " has the meaning given to that term in paragraph (e) of Clause 28.2 ( Parent consent ).

" Restructuring Costs " has the meaning given to that term in Clause 25.1 ( Financial definitions ).

" RFR " means the rate specified as such in the applicable Compounded Rate Terms.

" RFR Banking Day " means any day specified as such in the applicable Compounded Rate Terms.

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" S&P " means Standard & Poor's Rating Services.

" Sanctioned Country " means, at any time, a country or other territory that is, or whose government is, the subject to country or territory-wide Sanctions (including at the Signing Date, without limitation, Cuba, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Crimea region of Ukraine, Sudan and the Syrian Arab Republic).

" Sanctioned Person " means, at any time:

(a) any Person listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority;
(b) any Person operating from, incorporated, organised, resident or located in a Sanctioned Country; or
(c) any Person directly or indirectly owned or controlled (as such terms are defined by the relevant Sanctions Authority) by any such Person or Persons.

" Sanctions " means economic or financial sanctions or trade embargoes or any restrictive measures enacted, imposed, administered or enforced from time to time by any Sanctions Authority.

" Sanctions Authority " means:

(a) the United States;
(b) the United Nations Security Council;
(c) the European Union or any European Union member State;
(d) the Government of Canada or any agency or department thereof;
(e) the United Kingdom;
(f) Her Majesty's Treasury;
(g) the respective governmental institutions of any of the foregoing including, without limitation, the OFAC, the US Department of Commerce, the US Department of State and any other agency of the US government; or
(h) any other relevant sanctions authority.

" Screen Rate " means, in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on the appropriate page of the Bloomberg screen or on the appropriate page of such other information service which publishes that rate from time to time in place of Bloomberg. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

" Scotia Existing Financial Indebtedness " means the existing Financial Indebtedness of the Company under the commitment letter dated 8 October 2020 pursuant to the terms of which The Bank of Novia Scotia and Roynat Inc. agreed to make available to the Company credit facilities on, the terms and conditions set out in the terms and conditions sheet and Schedule A as both attached to such commitment letter.

" Secured Parties " means each Finance Party from time to time a Party, any Receiver or Delegate.

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" Securities Laws " means any applicable securities laws, regulations, rules, instruments, rulings and orders, including those applicable in each of the provinces and territories of Canada, France, the United States or the United Kindgom.

" Security " means any mortgage, charge, pledge, lien, or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

" Selection Notice " means a notice substantially in the form set out in Schedule 6 ( Selection Notice ) given in accordance with Clause 14 ( Interest Periods ) in relation to a Facility.

" Servitec Foraco Sondagem SA " means Servitec Foraco Sondagem SA, a company incorporated in Brazil, whose registered office is located Av. das Oliveiras, quadra 23, Lote 01, Setor Novo Horizonte, in the City of Crixás, State of Goiás, ZIP Code 76.510-000 Brazil, registered under number CNPJ No. 06.069.123/0001-65.

" Shareholders’ Injection " means all investments made, directly or indirectly, by the Investors to the benefit, or in respect, of the Parent, at any time, including before, on or after the Closing Date, which shall take the form of:

(a) any additional equity or quasi-equity contribution in whatever form; and/or
(b) subordinated investor debt in the Parent under the form of either:
(i) debt securities ( titres financiers obligataires ); and/or
(ii) loans made to the Parent,

which debt shall comply with the following criteria:

(A) such debt does not mature or require any amortisation or other payment of principal prior to the final redemption of the Bonds with final maturity thereof falling at least six (6) Months after the final maturity date of the Bonds,
(B) such debt is unsecured and does not benefit from any guarantee given by any third party, and does not provide for or require any security interest or encumbrance over any asset of the Company or any of its Subsidiaries,
(C) interest accruing in respect thereof are paid-in kind interest entirely capitalized and such debt does not bear cash paid interest;
(D) does not require, prior to the date that is six (6) Months after the Termination Date, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts or the making of any such payment prior to the date that is six (6) Months after the Termination Date is restricted by the Intercreditor Agreement;
(E) does not accelerate and has no right to declare a Default or event of default or take any enforcement action or otherwise require any cash payment, in each case, prior to the date that is six (6) Months after the Termination Date or the payment of any amount as a result of any such action or provision or the exercise of any rights or enforcement action, in each case, prior to the date that is six (6) Months after the Termination Date is restricted by the Intercreditor Agreement;

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(F) such debt does not (including upon the happening of any event) restricts the payment of amounts due in respect of the Bonds or any guarantee thereof or compliance by the Company or any Guarantor with its obligations under the Bonds, any guarantee thereof or this Agreement; and
(G) such debt is subordinated to the Parent’s payment obligations as Guarantor and Issuer under the Intercreditor Agreement and constitute Subordinated Liabilities under and as defined therein;

(the subordinated investor debt referred to in paragraph (b) above, a " Subordinated Shareholder Debt ").

" Signing Date " means the signing date of this Agreement.

" Simoncini Family " means Daniel Simoncini, his spouse, descendants and successors in interest, any entity controlled directly or indirectly by any of the foregoing persons (which shall include, for the avoidance of doubt, any entity the majority of the voting rights of which is owned directly or indirectly by one or several of the foregoing persons).

" Specified Time " means a time determined in accordance with Schedule 13 ( Timetables ).

" Subsidiary " means, in relation to any person:

(a) any entity which is controlled directly or indirectly by that person, and control for this purpose means the direct or indirect ownership of the majority of the voting share capital of such entity or the right to direct management to comply with the type of material restrictions and obligations contemplated in this Agreement or the right to appoint members of the board of directors (or like board) of such entity holding the majority of the voting rights at that board of directors (or like board), in each case, whether by virtue of ownership of share capital, contract or otherwise; or
(b) (with respect to any entity incorporated under the laws of France) an entity of which a person has control within the meaning of article L. 233-3 I 1° and 2° of the French Commercial Code.

" Super Majority Bondholder " means a Bondholder or Bondholders whose Commitments aggregate at least 80% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 80% (by value) of the Total Commitments immediately prior to that reduction).

" TARGET Day " means any day on which TARGET2 is open for the settlement of payments in euro.

" TARGET2 " means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

" Tax " means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

" Tax Act " means the Income Tax Act (Canada), as amended.

" Term Rate Issue " means any Issue or, if applicable, Unpaid Sum which is not a Compounded Rate Issue.

" Term Reference Rate " means LIBOR.

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" Termination Date " means, in relation to either Issue, 15 December 2025.

" Test Date " has the meaning given to that term in Clause 25.2 ( Financial condition ).

" Total Bonds A Facility Commitments " means the aggregate of the Bonds A Facility Commitments, being USD50,000,000 as at the date of this Agreement.

" Total Bonds B Facility Commitments " means the aggregate of the Bonds B Facility Commitments, being USD50,000,000 as at the date of this Agreement.

" Total Commitments " means the aggregate of the Total Bonds A Facility Commitments and the Total Bonds B Facility Commitments, being USD100,000,000 in aggregate as at the date of this Agreement.

" Transaction Security " means the Security created or expressed to be created in favour of the Security Agent pursuant to the Transaction Security Documents.

" Transaction Security Documents " means:

(a) each of the documents listed as a Transaction Security Document under paragraph 2(c) ( Finance Documents ) of Schedule 3 ( Conditions Precedent to Issue Date );
(b) any document required to be delivered to the Agent under paragraph (i) of Schedule 4 ( Conditions precedent required to be delivered by an Additional Guarantor );
(c) any document required to be delivered to the Security Agent under paragraph (c) of Clause 26.26 ( Guarantors );
(d) any document required to be delivered to the Security Agent under paragraph 2(f) ( Guarantors and Security ) of Schedule 14 ( Agreed Security Principles ); and
(e) any other document entered into by any Obligor creating or expressed to create any Security over assets in respect of the obligations of any of the Obligors under any of the Finance Documents.

" Transfer Agreement " means a certificate substantially in the form set out in Schedule 7 ( Form of Transfer Agreement ) or any other form agreed between the Agent and the Parent.

" Transfer Date " means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Transfer Agreement; and
(b) the date on which the Agent executes the relevant Transfer Agreement.

" Treasury Transactions " means any currency or interest, cap or collar agreement, forward rate agreements, interest rate or currency or foreign exchange or currency purchase or sale agreement, interest rate swap, currency swap or combined interest rate and/or currency swap agreement and any other hedging agreement or derivative transaction.

" UK Bail-In Legislation " means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

" Undisclosed Administration " means the appointment of an administrator, provisional liquidator, receiver, receiver-manager, monitor, trustee, custodian or other similar official by a supervisory

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authority or regulator under or pursuant to the law in the country where such Finance Party is subject to home jurisdiction suspension, if applicable law requires that such appointment is not to be publically disclosed.

" Unpaid Sum " means any sum due and payable but unpaid by an Obligor under the Finance Documents.

" USD " or " US Dollar " means the single currency unit of the United States of America.

" VAT " means:

(a) any tax imposed in compliance with Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) as implemented in a member state of the European Union; and
(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

" Write-down and Conversion Powers " means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(b) in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii) any similar or analogous powers under that Bail-In Legislation; and
(c) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.

1.2 CONSTRUCTION

(a) Unless a contrary indication appears, a reference in this Agreement to:
(i) the " Agent ", any " Bondholder ", any " Finance Party ", any " Hedge Counterparty any " Obligor ", any " Original Subscriber ", any " Party ", any " Secured Party ", the

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" Security Agent " or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(ii) a document in " agreed form " is a document which is previously agreed in writing by or on behalf of the Parent and the Agent;
(iii) " assets " includes present and future properties, revenues and rights of every description;
(iv) a " Finance Document " or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated (however fundamentally);
(v) " guarantee " means (other than in Clause 22 ( Guarantee and Indemnity )) any guarantee, standby letter of credit, performance bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;
(vi) " indebtedness " includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(vii) a " person " or " Person " includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, Joint Venture, consortium or partnership (whether or not having separate legal personality);
(viii) 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 which it is customary for person in the position of the relevant person to comply with of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other similar authority or organisation;
(ix) " including " shall mean "including, without limitation";
(x) " incorporated " or " incorporation " shall include "established" or "establishment";
(xi) a provision of law is a reference to that provision as amended or re-enacted;
(xii) unless otherwise specified, a time of day is a reference to London time;
(xiii) a " group of Bondholders " includes all the Bondholders; and
(xiv) a " repayment " or a " prepayment " of a bond instrument (including the Bonds) includes that bond instrument being redeemed (and " repay " and " prepay " shall be construed accordingly).
(b) Section, Clause and Schedule headings are for ease of reference only.

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(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
(d) A Default or Event of Default is " continuing " if it has not been remedied or waived.
(e) A matter being "permitted" under this Agreement or any other Finance Document or other agreement shall include references to such matter not being prohibited under this Agreement or such other Finance Document.
(f) This Agreement is made in the English language. For the avoidance of doubt, the English language version shall prevail over any translation of this Agreement.
(g) A reference in this Agreement to a page or screen of an information service displaying a rate shall include:
(i) any replacement page of that information service which displays that rate; and
(ii) 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 Agent after consultation with the Parent.

(h) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.
(i) Any Compounded Rate Supplement relating to a currency overrides anything relating to that currency in:
(i) Schedule 16 ( Compounded Rate Terms ); or
(ii) any earlier Compounded Rate Supplement.
(j) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:
(i) Schedule 19 ( Daily Non-Cumulative Compounded RFR Rate ) or Schedule 20 ( Cumulative Compounded RFR Rate ), as the case may be; or
(ii) any earlier Compounding Methodology Supplement.
(k) Where the Agent or the Security Agent is referred to as acting "reasonably" or "in a reasonable manner" or as coming to an opinion or determination that is "reasonable" (or any similar or analogous wording is used), this shall mean that the Agent and the Security Agent shall be acting or coming to an opinion or determination on the instructions of the all the Bondholders or the Majority Bondholders (as the case may be) acting reasonably or in a reasonable manner and the Agent and the Security Agent shall be under no obligation to determine the reasonableness of such instructions or whether in giving such instructions all the Bondholders or the Majority Bondholders (as the case may be) are acting reasonably or in a reasonable manner.
(l) Where acceptability to or satisfaction of the Agent or the Security Agent is referred to in relation to a matter not affecting the personal interests of the Agent or Security Agent

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(including, for the avoidance of doubt, any satisfaction or determination in relation to Conditions Precedent) this shall mean the acceptability to or satisfaction of all the Bondholders or the Majority Bondholders (as the case may be) as notified by it to the Agent or Security Agent.

(m) In respect of paragraphs (k) and (l) above, the Agent and the Security Agent shall not be responsible for any liability occasioned or by any delay or failure on the part of all the Bondholders or the Majority Bondholders (as the case may be) to give any such instructions or direction or to form any such opinion.

1.3 FRENCH TERMS

(a) In this Agreement, where it relates to a French entity, a reference to:
(i) a " winding-up ", " administration " or " dissolution " includes a redressement judiciaire , cession totale de l'entreprise , a liquidation judiciaire , a sauvegarde , a sauvegarde accélérée or a sauvegarde financière accélérée under articles L. 620-1 to L. 644-6 of the French Commercial Code;
(ii) a " composition ", " assignment " or " similar arrangement with any creditor " includes a conciliation or a mandat ad hoc under articles L. 611-3 to L. 611-15 of the French Commercial Code;
(iii) a " compulsory manager ", " receiver " or " administrator " includes an administrateur judiciaire , a mandataire ad hoc , a conciliateur , a mandataire liquidateur or any other person appointed as a result of any proceedings described in paragraphs (i) and (ii) above;
(iv) a " reconstruction " includes any contribution of part of its business in consideration of shares ( apport partiel d'actifs ) and any demerger ( scission ) implemented in accordance with articles L. 236-1 to L. 236-24 of the French Commercial Code;
(v) a person being " unable to pay its debts " includes that person being in a state of cessation des paiements as defined in article L. 631-1 of the French Commercial Code.

1.4 BRAZILIAN TERMS

In this Agreement, where it relates to a Brazilian Guarantor, a reference to:

(a) “ Brazil ” means the Federative Republic of Brazil;
(b) The “ Brazilian Central Bank ” means the Brazilian Central Bank ( Banco Central do Brasil or any successor entity;
(c) The “ Brazilian Civil Code ” means Brazilian law No. 10,406 of 10 January 2002, as amended;
(d) The “ Brazilian Civil Procedure Code ” means Brazilian law No. 13,105 of 16 March 2015, as amended.

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1.5 EXCHANGE RATE FLUCTUATION

When applying any baskets, monetary limits, thresholds and other exceptions to the representations and warranties, undertakings and Events of Default under the Finance Documents (but for the avoidance of doubt, not the Financial Covenant Test), the equivalent to an amount in US Dollar or other relevant currency shall be calculated as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking any other relevant action. For the avoidance of doubt, no such Event of Default or breach of any such representation and warranty or such undertaking under the Finance Documents shall arise merely as a result of a subsequent change in the US Dollar or other relevant currency equivalent of any relevant amount due to fluctuations in exchange rates.

1.6 BASKETS, TESTS AND PERMISSIONS

(a) Any basket, test or permission where an element is set by reference to Leverage Ratio or a percentage of Adjusted EBITDA (an " Incurrence Basket ") shall operate on an incurrence basis and be tested and certified by the Parent to the Agent by reference to the applicable level of Leverage Ratio at the time of incurrence or, where applicable, at the time of commitment or the applicable percentage of Adjusted EBITDA at the time of incurrence or, where applicable, at the time of commitment. Accordingly, any amounts incurred on the basis of such Incurrence Basket shall be treated as having been duly and properly incurred without the occurrence of an Event of Default even in the event that such Incurrence Basket subsequently decreases by virtue of operation of that calculation.
(b) In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in Clause 26 ( General Undertakings ), the Parent, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and an amount or transaction may at the option of the Parent be split between different baskets or exceptions).
(c) When applying baskets, thresholds and other exceptions, the equivalent to an amount in the relevant currency shall be calculated as at the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking other relevant action. No Event of Default or breach of representations and warranties or undertakings shall arise merely as a result of a subsequent change in the relevant currency equivalent of any relevant amount due to fluctuations in exchanges rates.

1.7 THIRD PARTY RIGHTS

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “ Third Parties Act ”) to enforce or enjoy the benefit of any term of any Finance Document.
(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary any Finance Document at any time.

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2. THE FACILITIES

2.1 THE FACILITIES

(a) Subject to the terms of this Agreement, the Parent agrees to issue on the Closing Date, and the Bondholders shall subscribe for on the Closing Date, up to 5,000 Bonds A for a US Dollar maximum aggregate principal amount equal to the Total Bonds A Facility Commitments.
(b) Subject to the terms of this Agreement, the Company agrees to issue on the Closing Date, and the Bondholders shall subscribe for on the Closing Date, up to 5,000 Bonds B for a US Dollar maximum aggregate principal amount equal to the Total Bonds B Facility Commitments.

2.2 BOND INSTRUMENTS: MISCELLANEOUS

(a) Each Issue must consist of Bonds each with an original nominal value of USD 10,000.
(b) The Bonds in respect of either Issue will be issued on the Issue Date for such Issue. Each Bond will be issued at a price equal to the original nominal value referred to in paragraph (a) above.
(c) No Bondholder participating to an Issue may subscribe for Bonds in respect of that Issue unless it subscribes for at least USD 1,000,000 of such Bonds.
(d) The subscription price in respect of any Bond shall be fully paid up on the Issue Date for that Bond.
(e) A transfer of part of a Bondholder's participation in the Bonds must be (i) in an aggregate minimum of at least USD 1,000,000 (when aggregated with, for this purpose, the participations of Affiliates and Related Funds being transferred in a series of related transfers), except with respect to a transfer made to an Affiliate or Related Funds of such Bondholder, and (ii) in an amount such that the amount of that Bondholder's remaining aggregate Commitments following such transfer is not less than USD 1,000,000 (when aggregated with, for this purpose, the participations of Affiliates and Related Funds), unless that Bondholder is transferring the whole of its Commitment.

2.3 BOND INSTRUMENTS: SELLING/TRANSFER RESTRICTIONS

(a) This Agreement does not constitute an offer or an invitation to subscribe for or purchase any of the Bonds in any jurisdiction and may not be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstance in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
(b) The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (" EEA "). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, " MiFID II "); or (ii) or a customer within the meaning of Directive 2016/97/EU (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the " Prospectus Directive "). No key information document required by Regulation (EU) No 1286/2014 (as amended, the " PRIIPs Regulation ") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the Bonds or otherwise

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making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

(c) The Bonds will not be admitted for trading nor listed on a regulated market, sold or offered to the general public.
(d) Each bondholder acknowledges and agrees that it:
(i) is a sophisticated institutional investor acting for its own account and has such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merit, risks and suitability of investing in the Bonds, is relying exclusively on its own due diligence with respect to its investment, and is aware that there are substantial risks incident to the purchase of the Bonds and is able to bear the concomitant economic and financial risks, and sustain a complete loss, of such an investment;
(ii) has had the opportunity to ask any queries regarding the Bonds, the Issuers, the Guarantors, their respective subsidiaries, their affairs, the terms of the Bonds, and has otherwise had access to all the information that it believes is necessary or appropriate in connection with the transactions contemplated by this Agreement, and acknowledges and agrees that no offering document or prospectus has been prepared in connection with the sale of Bonds, and any information provided by or on behalf of the Issuers, the Guarantors and their respective subsidiaries to it or anyone on its behalf does not constitute a representation by Issuers, the Guarantors or their respective subsidiaries as to the merits or otherwise of an investment in the Bonds; and
(iii) is not relying upon any representation or warranty not expressly set forth in this Agreement.
(e) Each bondholder further represents and warrants that it:
(i) understands (and each beneficial owner of the Bonds for which it is acting (if any) has been advised and understands) that the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “ U.S. Securities Act ”) or any other applicable U.S. State securities laws, that any offer and sale of the Bonds to it is being made in reliance on one or more exemptions from or a transaction not subject to the registration requirements of the U.S. Securities Act in a transaction not involving any public offering in the United States;
(ii) is, and each account for which it is acting (if any) is:
- (A) investing in the Bonds in an offshore transaction outside the United States in accordance with Regulation S under the U.S. Securities Act (“ Regulation S ”) for its own account or accounts for which it is acting (if any) and not with a view to the distribution thereof;
- (B) an “accredited investor” as defined in National Instrument 45 106 – Prospectus Exemptions of the Canadian Securities Administrators (“ NI 45106 ”) or, as applicable, subsection 73.3(1) of the Securities Act (Ontario) and, if not an individual, shall not have been created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) or otherwise of the definition of “accredited investor” in section 1.1 of NI 45 106;

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  - (C) within the United States, a qualified institutional buyer (“ **QIB** ”) as defined in Rule 144A under the U.S. Securities Act (“ **Rule 144A** ”) or an institutional “accredited investor” (“ **IAI** ”) within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D of the U.S. Securities Act;

(iii) is not investing in the Bonds as a result of any general solicitation within the meaning of Rule 502(c) under the U.S. Securities Act or directed selling efforts within the meaning of Rule 902 under the U.S. Securities Act.
(f) Each Bondholder shall:
(i) purchase Bonds as principal, or be deemed to purchase as principal in accordance with applicable Securities Laws, for its own account and not as agent for the benefit of another person, and shall purchase for investment only and not with a view to a resale or distribution;
(ii) take no action in a way which would trigger the requirement for a prospectus as provided under the Prospectus Regulation or applicable Securities Laws;
(iii) not resell the Bonds except in compliance with applicable Securities Laws and in accordance with the terms of the Bonds; and
(iv) require each subsequent holder to whom it resells the Bonds to, notify any purchaser of the Bonds from it of the resale restrictions referred to in this Clause 2.3.
(g) Each Bondholder acknowledges and understands that the Issuer, the Guarantors and their respective subsidiaries and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of such acknowledgements, representations or agreements made by it are no longer accurate, it shall promptly notify the Issuer, and if it is acquiring any Bonds as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

2.4 PRIVATE PLACEMENT OF BONDS – NO PUBLIC OFFERING IN FRANCE

(a) The Issue will be made by private placement and not in the context of an “ offre au public ” (public offering) of financial instruments in France within the meaning of article L. 411-1 of the French Monetary Code. Therefore no prospectus has been submitted for approval ( visa ) by the French Autorité des marchés financiers.
(b) Consequently, neither this Agreement nor any other document or offering material relating to the Bonds has been distributed and will be distributed to the public in France and any such distributions, offers or sales of Bonds have been and will be made in France only to permitted investors consisting of:
(i) providers of the investment service of portfolio management for the account of third parties ( personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers ); and/or
(ii) qualified investors ( investisseurs qualifiés ) or a restricted circle of investors (cercle restreint d’investisseurs), acting for their own account, all as defined in, and in accordance with, articles L. 411-2, D. 411-1, D. 411-2, D. 411-4, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary Code; and/or

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(iii) investors who acquire Bonds for a total consideration of at least the US Dollar equivalent of €1,00,000 per investor and per offering (subject in any case to the provisions of Clause 28 ( Changes to the Bondholders )).
(c) The direct or indirect re-sale to the public in France of the Bonds acquired by any such permitted investors shall be made only as provided by and in accordance with articles L. 4111, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary Code.
(d) More generally, this Agreement does not constitute an offer or an invitation to subscribe for or purchase any of the Bonds in any jurisdiction and may not be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstance in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
(e) No Issuer nor any Bondholder shall enter into any course of action (and in particular transfer Bonds) which would entail or constitute an “ offre au public ” (public offering).

2.5 FINANCE PARTIES' RIGHTS AND OBLIGATIONS

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and (without prejudice to the rights and obligations of the Bondholders in respect of issued Bonds) any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt. 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 an Issue 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 Agent on its behalf) is a debt owing to that Finance Party by that Obligor.
(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
2.6 OBLIGORS' AGENT
(a) Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
(i) the Parent on its behalf to 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 Deed, any other Finance Document as may be required under this Agreement and any guarantee or security amendment, extension, transfer, pledge or assignment, ratification and/or release, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect or increase the obligations of the Obligor and to give confirmations as to the confirmation of surety obligations, without further reference to or the consent of that Obligor; and

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(ii) each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b) 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.

3. PURPOSE

3.1 PURPOSE

The Issuers shall apply the proceeds of Bonds directly or indirectly to finance or refinance (the " Refinancing "):

(a) the Existing Bonds up to a nominal amount of EUR 76,442,327 and any related, fees, costs, taxes and expenses;
(b) the amount or any accrued, unpaid or capitalised interest, underwriting or issuance costs, issue discount, prepayment fees, make-whole, non-call or other call protection or redemption amounts, premiums, discounts, catch-up payments and any analogous amounts (howsoever described) and the amount of any break costs, swap costs, indemnification amounts, currency conversion amounts and any fees, costs, taxes and expenses incurred or otherwise payable in connection with any transaction referred to in paragraph (a) above;
(c) the partial payment of the loan granted by Crédit Industriel et Commercial up to a maximum amount EUR 2,163,844; and
(d) the general corporate purpose of the Group,

in each case, in accordance with the Funds Flow Statement.

3.2 MONITORING

No Finance Party is bound to monitor or verify the application of any amount incurred by the Issuers pursuant to this Agreement.

4. CONDITIONS OF ISSUE

4.1 INITIAL CONDITIONS PRECEDENT

(a) The Bondholders will only be obliged to comply with Clause 5.4 ( Bondholders' participation ) in relation to either Issue if:

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(i) on or before the Signing Date, the Agent has received all of the documents and other evidence listed Schedule 2 ( Conditions Precedent to the Signing Date ) in form and substance satisfactory to the Agent (acting on the instructions of the Majority Bondholders (acting reasonably)); and
(ii) on or before the Issue Date, the Agent has received all of the documents and other evidence listed in Schedule 3 ( Conditions Precedent to Issue Date ) in form and substance satisfactory to the Agent (acting on the instructions of the Majority Bondholders (acting reasonably)),

it being specified that the Agent shall notify the Parent and the Bondholders promptly upon being so satisfied.

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

4.2 FURTHER CONDITIONS PRECEDENT

Subject to Clause 4.1 ( Initial conditions precedent ), the Bondholders will only be obliged to comply with Clause 5.4 ( Bondholders' participation ) in relation to an Issue, if on the date of the Issue Request and on the proposed Issue Date:

(a) no Default is continuing or would result from the proposed Issue; and
(b) in relation to either Issue, on or prior to the Closing Date, all the representations and warranties required to be made or repeated on the Closing Date under 23.35 ( Times when representations made ) are true and correct in all material respects by reference to the facts then subsisting, and will remain true and correct in all material respects immediately after the proposed Issue.

4.3 MAXIMUM NUMBER OF ISSUES

(a) The Issuers may not deliver an Issue Request if as a result of the proposed Issue:
(i) more than one (1) Issue under the Bonds A Facility would be outstanding;
(ii) more than one (1) Issue under the Bonds B Facility would be outstanding.
(b) The Issuers may not request that the Bonds A Facility Issue and the Bonds B Facility Issue be divided.

5. ISSUES

5.1 DELIVERY OF AN ISSUE REQUEST

The Issuers may utilise a Facility by delivery to the Agent of a duly completed Issue Request by 9:00 a.m. (Paris time) one (1) Business Day before the Closing Date at the latest (or any later date or time agreed between the Parent and the Agent).

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5.2 COMPLETION OF AN ISSUE REQUEST FOR ISSUES

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

(a) it identifies the Facility to be utilised;
(b) the proposed Issue Date is a Business Day within the Availability Period applicable to that Facility;
(c) the currency and amount of the Issue comply with Clause 5.3 ( Currency and amount ); and
(d) the proposed Interest Period complies with Clause 14 ( Interest Periods ).

5.3 CURRENCY AND AMOUNT

(a) The currency specified in an Issue Request must be the US Dollar.
(b) The amount of the proposed Issue must be in each case the relevant Available Facility.

5.4 BONDHOLDERS' PARTICIPATION

(a) If the conditions set out in this Agreement have been met, each Bondholder shall make its participation in each Issue available by the relevant Issue Date through its Facility Office.
(b) The amount of each Bondholder's participation in each Issue will be equal to the proportion borne by its Available Commitment in respect of the relevant Facility under which that Issue is made to the Available Facility for that Facility immediately prior to making the Issue.

5.5 LIMITATIONS ON ISSUES

(a) No Issue may be made under either Facility unless an Issue under the other Facility is at the same time being made.
(b) The Bonds A Facility Issue and the Bonds B Facility Issue may only be made on the Closing Date.

5.6 CANCELLATION OF COMMITMENT

The Bonds A Facility Commitments and the Bonds B Facility Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

6. BONDS REGISTERS

6.1 AGENT TO MAINTAIN BONDS REGISTERS

The Issuers authorise the Agent to maintain a register for each of the Issues on behalf of the Bondholders as described in this Clause 6 (each, a “ Register ”).

6.2 MAINTENANCE OF BONDS REGISTERS

(a) The Agent shall record details of the issue of:

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(i) the Bonds A in the Bonds A Register; and
(ii) the Bonds B in the Bonds B Register,

on the Issue Date.

(b) The Agent shall maintain the Bonds Registers, which, for each of the relevant Bonds, shall show:
(i) that the issuer of the Bonds A is the Parent and that the issuer of the Bonds B is the Company;
(ii) the date of issue of the Bonds;
(iii) the name and address of each relevant Bondholder;
(iv) the Bonds A Facility Commitments of the Bonds A or the Bonds B Facility Commitments of the Bonds B;
(v) amounts and dates of repayments of principal and payments of interest;
(vi) the Termination Date; and
(vii) all subsequent transfers and changes of ownership of each Bond in accordance with this Agreement,

and the Agent shall promptly following receipt of such information amend and update the Bonds Registers as necessary in order to accurately record the foregoing information.

7. BONDS CERTIFICATES

7.1 ISSUE OF BONDS CERTIFICATES

Subject to having received a Bonds Certificate duly executed by the relevant Issuer, the Agent shall, if requested to do so by any Bondholder following an Issue, deliver a Bonds Certificate to such Bondholder in respect of the Bonds held by the Bondholder.

7.2 SIGNING AND AUTHENTICATING BONDS CERTIFICATES

A Bonds Certificate shall not be considered to have been issued unless and until it has been signed by the relevant Issuer and authenticated by the Agent.

7.3 STATUS OF BONDS CERTIFICATE

A Bonds Certificate shall serve as evidence of the relevant records in the relevant Bonds Register and shall not represent title to the Bonds. In the event of a conflict between information in a Bonds Certificate and information in the relevant Bonds Register, the information in the Bonds Register will prevail.

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7.4 STOCKS OF BLANK BONDS CERTIFICATES

The Issuers shall execute and deliver to the Agent such number of blank Bonds Certificates, duly signed by it, as the Agent may from time to time require.

7.5 DELIVERY OF REPLACEMENTS

Subject to receipt of sufficient blank Bonds Certificates, the Agent shall, upon and in accordance with the instructions of the relevant Issuer (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity), complete, authenticate and deliver replacement relevant Bonds Certificates.

7.6 REPLACEMENT BONDS CERTIFICATES

The Agent shall not deliver or issue any replacement Bonds Certificate:

(a) if the Bonds Certificate being replaced has been mutilated or defaced otherwise than against the surrender of the same; and
(b) until the claimant of the Bonds Certificate has:
(i) provided to the Agent such evidence, security and indemnity as the Issuers and/or the Agent may reasonably require; and
(ii) paid such costs and expenses as may be incurred in connection with such replacement.

7.7 REPLACEMENTS TO BE NUMBERED

Each replacement Bonds Certificate shall bear a unique serial number.

7.8 CANCELLATION AND DESTRUCTION

The Agent shall cancel and destroy each mutilated or defaced Bonds Certificate surrendered to it in respect of which a replacement Bonds Certificate has been delivered.

7.9 NOTIFICATION

The Agent shall notify the relevant Issuer of the delivery by it of any replacement Bonds Certificate surrendered to it in respect of which a replacement Bonds Certificate has been delivered.

8. SCHEDULED REPAYMENTS

The Issuers shall repay the Issue in an aggregate amount of Bonds A and Bonds B, as set out in the below table:

Date of redemption	Principal amount to be redeemed
30 September 2022	USD 5,000,000
30 September 2023	USD 10,000,000

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30 September 2024	USD 10,000,000
30 September 2025	USD 10,000,000
Termination Date	The remaining principal amount
	under the Bonds

9. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

9.1 ILLEGALITY

If it becomes unlawful in any applicable jurisdiction for a Bondholder to perform any of its obligations as contemplated by this Agreement or to fund, subscribe for or maintain its participation in either Issue:

(a) that Bondholder shall promptly notify the Agent upon becoming aware of that event; and
(b) upon the Agent notifying the relevant Issuer, the relevant Issuer shall, to the extent that all (and not part only) of the Bondholder’s participation has not been transferred pursuant to Clause 28 ( Changes to the Bondholders ), repay that Bondholder's participation in the Issue made to it on the last day of the Interest Period for each Issue occurring after the Agent has notified the relevant Issuer or, if earlier, the date specified by the Bondholder in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Bondholder’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

9.2 VOLUNTARY CANCELLATION

An Issuer may, if it gives the Agent not less than five (5) Business Days' prior notice, cancel the whole or any part (being a minimum amount of USD 1,000,000) of an Available Facility. Any cancellation of an Available Facility under this Clause 9.2 shall reduce the Available Commitments of the Bondholders rateably under the relevant Facility.

9.3 VOLUNTARY PREPAYMENT OF ISSUES

(a) Each Issuer may, if it gives the Agent not less than:
(i) in the case of a Term Rate Issue, three (3) Business Days' prior notice, or
(ii) in the case of a Compounded Rate Issue, five (5) RFR Banking Days' (prior notice);

repay the whole or any part of the Issues (but, if in part, being an amount that reduces the aggregate amount of the Issues by a minimum amount of USD1,000,000), provided that such prepayment shall be applied (i) pro rata the outstanding Bonds issued by the relevant Issuer(s) and (ii) to the next scheduled repayment instalments in chronological order set out in Clause 8 ( Scheduled Repayments ).

(b) An Issue may only be prepaid after the last day of the Availability Period for the applicable Facility (or, if earlier, the day on which the applicable Available Facility is zero).

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9.4 RIGHT OF CANCELLATION AND REPAYMENT IN RELATION TO A SINGLE BONDHOLDER

(a)
If:
(i) any sum payable to any Bondholder by an Obligor is required to be increased under paragraph (c) of Clause 17.2 ( Tax gross-up );
(ii) any Bondholder claims indemnification from the Company or any other Obligor under Clause 17.3 ( Tax indemnity ) or Clause 18.1 ( Increased costs ); or
(iii) (in the case of the Bonds A) any amount payable to any Bondholder by the Parent under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for the Parent by reason of that amount being (A) paid or accrued to a Bondholder incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (B) paid to an account opened in the name of or for the benefit of that Bondholder in a financial institution situated in a Non-Cooperative Jurisdiction,

the relevant Issuer may, whilst the circumstance giving rise to the requirement for that increase, indemnification, cost or (in the case of the Bonds A) non-deductibility for French tax purposes continues, give the Agent notice of cancellation of the Commitment of that Bondholder and its intention to procure the repayment of that Bondholder's participation in the relevant Issue.

(b) On receipt of a notice referred to in paragraph (a) above in relation to a Bondholder, the Commitment of that Bondholder shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the relevant Issuer has given notice under paragraph (a) above in relation to a Bondholder (or, if earlier, the date specified by the relevant Issuer in that notice), the relevant Issuer shall repay that Bondholder's participation in that Issue together with all interest and other amounts accrued in favour of that Bondholder under the Finance Documents.

9.5 RIGHT OF CANCELLATION IN RELATION TO A DEFAULTING BONDHOLDER

(a) If any Bondholder becomes a Defaulting Bondholder, the relevant Issuer may, at any time whilst the Bondholder continues to be a Defaulting Bondholder, give the Agent five (5) Business Days' notice of cancellation of each Available Commitment of that Bondholder.
(b) On the notice referred to in paragraph (a) above above becoming effective, each Available Commitment of the Defaulting Bondholder shall immediately be reduced to zero.
(c) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Bondholders.

10. MANDATORY PREPAYMENT

10.1 EXIT

Upon the occurrence of an Exit, the Facilities will be cancelled in full and all outstanding Issues, together with accrued interest, any applicable prepayment fee under Clause 16.4 ( Prepayment Fee ) and all other amounts accrued under the Finance Documents, shall become

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immediately due and payable (or in the case of an Exit as referred to under paragraph (b) of the definition of “Exit”, on the relevant settlement date applicable to the listing).

10.2 DISPOSAL PROCEEDS

(a) For the purposes of this Clause 10.2 ( Disposal Proceeds ) and Clause 10.3 ( Application of Mandatory Prepayments ):

" Aggregate Disposals Basket " means EUR 2,000,000 (or its equivalent in other currencies).

" Disposal " means a sale, lease, licence, transfer, loan or other disposal by a person of any asset (whether by a voluntary or involuntary single transaction or series of transactions) except for any Permitted Disposal (tother than Permitted Disposals referred to in paragraphs (f), (h), (o) and (p) of the definition of "Permitted Disposal") to a third party to the Group.

" Disposal Proceeds " means the Net Proceeds received by any member of the Group (including any amount received in repayment of intercompany debt) for any Disposal made by any member of the Group except for Excluded Disposal Proceeds.

" Excluded Disposal Proceeds " means the Net Proceeds of any Disposal (or if the Disposal is part of a series of related Disposals, those Disposals):

(i) to the extent the amount of Disposal Proceeds is less, in aggregate, than the Aggregate Disposals Basket in any Financial Year; or
(ii) which are to be applied or reinvested in any assets necessary for the Group's business, Permitted Acquisitions, Permitted Joint Ventures or Capital Expenditure, in each case within twelve (12) Months from the date of receipt (or committed or designated to be so applied or reinvested on or before the end of such period and are effectively so applied or reinvested within six (6) Months of the end of such period).
(b) The Issuers shall prepay Issues at the times and in the order of application contemplated by Clause 10.3 ( Application of Mandatory Prepayments ) in an amount corresponding to the Disposal Proceeds.

10.3 APPLICATION OF MANDATORY PREPAYMENTS

(a) A prepayment made under Clause 10.2 ( Disposal Proceeds ) shall be applied in prepayment of Issues as contemplated in paragraphs (b) to (e) inclusive below.
(b) Unless the Parent makes an election under paragraph (d) below, the Issuers shall make the prepayment, in the case of any prepayment relating to the amounts of Disposal Proceeds required under this Clause 10.3, promptly upon the expiry of the relevant time period referred to in the definition of "Excluded Disposal Proceeds".
(c) A prepayment made under Clause 10.2 ( Disposal Proceeds ) shall be applied in prepayment of all outstanding Bonds (i) pro rata the outstanding Bonds issued by the relevant Issuer(s) and (ii) to the next scheduled repayment instalments in chronological order set out in Clause 8 ( Scheduled Repayments ).
(d) Subject to paragraph (e) below, the Parent may elect that any prepayment under Clause 10.2 ( Disposal Proceeds ) be applied in prepayment of Bonds outstanding on the last day of the then current Interest Period.

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(e) If in respect of any amounts the Parent has made an election under paragraph (d) above but an Event of Default has occurred and is continuing then the Agent (acting on the instructions of the Majority Bondholders) may require that an integral number of the Bonds outstanding oin the relevant Issuer in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable.
(f) For the avoidance of doubt, there shall be no requirement to deposit any relevant prepayment proceeds in a mandatory prepayment, holding or blocked account pending application or prepayment pursuant to this Agreement.

10.4 EXCLUDED PROCEEDS

Where Excluded Disposal Proceeds include amounts which are intended to be used for a specific purpose within a specified period (as set out in the relevant definition of "Excluded Disposal Proceeds"), the Parent shall ensure that those amounts are used for that purpose.

10.5 TRAPPED CASH

If:

(a) monies are required to be applied in prepayment of the Issues under paragraph (b) of 10.2 ( Disposal Proceeds ) but in order to be so applied need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect such payment; and
(b) such monies cannot be so upstreamed or transferred without a material risk of breaching a financial assistance prohibition or some other legal restriction (including, without limitation, capital maintenance and/or corporate benefit restrictions on upstreaming cash intra-Group and the fiduciary and statutory duties of the directors and officers of any member of the Group) or without the Group incurring a material cost (whether as a result of paying additional Taxes or otherwise) and/or material cash leakage from the Group,

there will be no obligation to make such prepayment until such impediment no longer applies provided that , at all times the Parent will (and will procure the relevant member of the Group will):

(i) use all reasonable endeavours to avoid or overcome such impediment as soon as possible and/or minimise any such costs or leakage; and
(ii) use other available cash in the Group which is not affected by such impediment to prepay an equivalent amount, to the extent that to do so would not be prejudicial in a material respect to the financial liquidity of the Group or give rise to any of the issues referred to in paragraphs (a) and (b) above.

If at any time such restrictions are removed, any relevant mandatory prepayment will be made as soon as reasonably practicable. Amounts not applied in prepayment as a consequence of the foregoing provisions will not, for the avoidance of doubt, be blocked in cash collateral accounts and shall be available for working capital purposes of the Group.

For the purposes of this Clause 10.5 only, " material cost " is defined as 3% or more of the amount of such prepayment at that time and " material risk " means circumstances in which reputable counsel of the Group has advised that such prepayment (or the making of such proceeds available to another member of the Group) will present a material risk of liability for the entity concerned, or its directors or officers. Where the cost of making a prepayment of any Issues referred to in paragraph (a) above is less than 3% of the amount required to be prepaid, the Issuers may fulfil their prepayment obligations

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by utilising other available cash (in which case the amount required to be prepaid shall be reduced by the amount of costs that would otherwise have been incurred in making such prepayment).

11. RESTRICTIONS

11.1 NOTICES OF CANCELLATION OR PREPAYMENT

(a) Subject to paragraph (b) below, any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 9 ( Illegality, Voluntary Prepayment and Cancellation ) or paragraph (d) of Clause 10.3 ( Application of Mandatory Prepayments ) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
(b) A notice of prepayment given under paragraph (a) above in relation to a voluntary prepayment or cancellation in full under respectively Clauses 9.2 ( Voluntary cancellation ) and/or 9.3 ( Voluntary prepayment of Issues ) in the context of a transaction which shall give rise to a Change of Control may be revocable or conditional on such event taking place, but in the event such prepayment is not made on the relevant date notified to the Agent, the relevant Issuer shall pay within three (3) Business Days of demand the amount of any Break Costs incurred by the Finance Parties in the expectation of the receipt of such prepayment. Each Finance Party claiming such costs shall, as soon as practicable after a demand by the Parent, provide a certificate confirming the amount of such costs and describing in reasonable detail the method by which they have been calculated.

11.2 INTEREST AND OTHER AMOUNTS

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and any indemnity under Clauses 16.4 ( Prepayment Fee ) and 16.5 ( Exit Fee ), but otherwise without premium or penalty.

11.3 PREPAYMENT IN ACCORDANCE WITH AGREEMENT

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

11.4 NO REINSTATEMENT OF COMMITMENTS

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

11.5 AGENT'S RECEIPT OF NOTICES

If the Agent receives a notice under Clause 9 ( Illegality, Voluntary Prepayment and Cancellation ) or paragraph (d) of Clause 10.3 ( Application of Mandatory Prepayments ), it shall promptly forward a copy of that notice or election to either the Obligors’ Agent or the affected Bondholder, as appropriate.

11.6 EFFECT OF REPAYMENT AND PREPAYMENT ON COMMITMENTS

If all or part of an Issue under a Facility is repaid or prepaid and is not available for utilisation (other than by operation of Clause 4.2 ( Further conditions precedent )), an amount of the Commitments

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(equal to the US Dollars amount of the Issue which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this Clause 11.6 shall reduce the Commitments of the Bondholders rateably under that Facility.

11.7 ROUNDING UP

(a) Any amount to be applied in partial repayment or prepayment of an Issue shall be rounded up to the nearest superior multiple of the then Outstanding Principal of the Bonds so as to allow the prepayment of a whole number of Bonds in respect of that Issue.
(b) Any amount to be applied in partial repayment or prepayment of a certain Bondholder in respect of a certain Issue shall be rounded up to the nearest superior multiple of the then Outstanding Principal of the Bonds so as to allow the prepayment of a whole number of Bonds in respect of that Bondholder.

12. RATE SWITCH

12.1 SWITCH TO COMPOUNDED REFERENCE RATE

Subject to Clause 12.2 ( Delayed switch for existing Term ), on and from the Rate Switch Date for a Rate Switch Currency:

(a) use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for Issues in that Rate Switch Currency; and
(b) any Issue or Unpaid Sum in that Rate Switch Currency shall be a "Compounded Rate Issue" and Clause 13.2 ( Calculation of interest – Compounded Rate Issue ) shall apply to each such Issue or Unpaid Sum.

12.2 DELAYED SWITCH FOR EXISTING TERM RATE ISSUE

If the Rate Switch Date for a Rate Switch Currency falls before the last day of an Interest Period for a Term Rate Issue in that currency:

(a) that Issue shall continue to be a Term Rate Issue for that Interest Period and Clause 13.1 ( Calculation of interest – Term Rate Issue ) shall continue to apply to that Issue for that Interest Period;
(b) any provision of this Agreement which is expressed to relate to a Compounded Rate Currency shall not apply in relation to that Issue for that Interest Period; and
(c) on and from the first day of the next Interest Period (if any) for that Issue:
(i) that Issue shall be a "Compounded Rate Issue"; and
(ii) Clause 13.2 ( Calculation of interest – Compounded Rate Issue ) shall apply to that Issue.

12.3 EARLY TERMINATION OF INTEREST PERIODS FOR EXISTING TERM RATE ISSUE

If:

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(a) an Interest Period for a Term Rate Issue would otherwise end on a day which falls after the Rate Switch Date for the currency of that Issue; and
(b) prior to the date of selection of that Interest Period:
(i) the Backstop Rate Switch Date for that currency was scheduled to occur during that Interest Period; or
(ii) notice of a Rate Switch Trigger Event Date for that currency falling during that Interest Period had been given pursuant to paragraph (a)(ii) of Clause 12.4 ( Notifications by Agent ),

that Interest Period will instead end on the Rate Switch Date for the currency of that Issue.

12.4 NOTIFICATIONS BY AGENT

(a) Subject to paragraph (c) below, following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Agent shall:
(i) promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Obligors’ Agent and the Bondholders of that occurrence; and
(ii) promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Obligors’ Agent and the Bondholders of that date.
(b) The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Obligors’ Agent and the Bondholders of that occurrence.
(c) The Parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger Event in relation to US Dollars, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event will be 31 December 2022 and that the Agent is not under any obligation under paragraph (a) above to notify any Party of such Rate Switch Trigger Event or Rate Switch Trigger Event Date resulting from the FCA Cessation Announcement.
(d) For the purposes of paragraph (c) above, the “ FCA Cessation Announcement” means the announcement on 5 March 2021 by the UK's Financial Conduct Authority that all LIBOR settings will, as of certain specified future dates, either cease to be provided by any administrator or no longer be representative of the market and economic reality that they are intended to measure and that such representativeness will not be restored.

13. INTEREST

13.1 CALCULATION OF INTEREST – TERM RATE ISSUE

The rate of interest on each Issue for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and
(b) the Term Reference Rate for that Interest Period.

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13.2 CALCULATION OF INTEREST – COMPOUNDED RATE ISSUE

(a) The rate of interest on each Compounded Rate Issue for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:
(i) Margin; and
(ii) Compounded Reference Rate for that day.
(b) If any day during an Interest Period for a Compounded Rate Issue is not an RFR Banking Day, the rate of interest on that Compounded Rate Issue for that day will be the rate applicable to the immediately preceding RFR Banking Day.

13.3 PAYMENT OF INTEREST

The Issuers to which an Issue has been made shall pay accrued interest on the Outstanding Principal of that Issue on the last day of each Interest Period applicable to that Issue (and, if an Interest Period is longer than six (6) Months, on the dates falling at six (6) Monthly intervals after the first day of the Interest Period).

13.4 DEFAULT INTEREST

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment at a rate which, subject to paragraph (b) below, is one per cent. (1%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of nonpayment, constituted an Issue in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 13.4 shall be immediately payable by the Obligor on demand by the Agent.
(b) If any overdue amount consists of all or part of an Issue which became due on a day which was not the last day of an Interest Period relating to that Issue:
(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Issue; and
(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. (1%) per annum higher than the rate which would have applied if the overdue amount had not become due.

13.5 NOTIFICATION OF RATES OF INTEREST

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

13.6 INTEREST ACT (CANADA)

(a) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any other Finance Document is calculated using a rate based on a year of 360 days (or such other period that is less than a calendar year), the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days (or such other period that is less than a calendar year), as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 (or

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such other period that is less than a calendar year), as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

(b) If any provision of this Agreement or of any of the other Finance Documents would obligate any Obligor to make any payment of interest or other amount payable to any Finance Party in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Finance Party of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by applicable law or so result in a receipt by such Finance Party of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: firstly, by reducing the amount or rate of interest required to be paid to such Finance Party under the applicable Finance Document, and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Finance Party which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada).

14. INTEREST PERIODS

14.1 SELECTION OF INTEREST PERIODS AND TERMS

(a) The Issuers may select an Interest Period for an Issue in the Issue Request for that Issue or (if the Issue has already been made available) in a Selection Notice.
(b) Each Selection Notice for an Issue is irrevocable and must be delivered to the Agent by the Issuers to which that Issue was made not later than the Specified Time.
(c) If an Issuer fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period for the relevant Issue will be six (6) Months.
(d) Subject to this Clause 14.1, each Issuer may select an Interest Period of three (3) or six (6) Months (or any other period agreed between the relevant Issuer and the Agent acting on the instructions of all the Bondholders in relation to the relevant Issue), provided that Interest Periods in respect of the Bonds A Facility and the Bonds B Facility shall be identical.
(e) An Interest Period for an Issue shall not extend beyond the Termination Date applicable to its Facility.
(f) Each Interest Period for an Issue shall start on the Issue Date or (if already made) on the last day of its preceding Interest Period (without double counting).

14.2 NON-BUSINESS DAYS

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

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15. CHANGES TO THE CALCULATION OF INTEREST

15.1 UNAVAILABILITY OF SCREEN RATE PRIOR TO RATE SWITCH DATE

(a) Interpolated Screen Rate:

If no Screen Rate is available for LIBOR for the Interest Period of an Issue, the applicable LIBOR will be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Issue.

(b) Reference Bank Rate:

If no Screen Rate is available for LIBOR for:

(i) the currency of an Issue; or
(ii) the Interest Period of an Issue and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR will be the Reference Bank Rate as of the Specified Time for the currency of that Issue and for a period equal in length to the Interest Period of that Issue.

If paragraph (b) above applies but no Reference Bank Rate is available for the relevant currency and Interest Period there will be no LIBOR for that Issue and Clause 15.4 ( Cost of funds ) will apply to that Issue for that Interest Period.

15.2 CALCULATION OF REFERENCE BANK RATE

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time the Reference Bank Rate will be calculated on the basis of the quotations of the remaining Reference Banks.
(b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there will be no Reference Bank Rate for the relevant Interest Period.

15.3 MARKET DISRUPTION

(a) In the case of a Term Rate Issue, if before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Bondholder or Bondholders (whose participations in an Issue exceed thirty-five (35) per cent of that Issue) that the cost to it of funding its participation in that Issue from whatever source it may select would be in excess of LIBOR then Clause 15.4 ( Cost of funds ) shall apply to that Issue for the relevant Interest Period.
(b) In the case of a Compounded Rate Issue, if:
(i) a Market Disruption Rate is specified in the Compounded Rate Terms for that Issue; and
(ii) before the Reporting Time for that Issue, the Agent receives notifications from a Bondholder or Bondholders (whose participations in an Issue exceed 40 per cent. of

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that Issue) that its cost of funds relating to its participation in that Issue would be in excess of that Market Disruption Rate,

then Clause 15.4 ( Cost of funds ) shall apply to that Issue for the relevant Interest Period.

15.4 COST OF FUNDS

(a) If this Clause 15.4 ( Cost of funds ) applies, the rate of interest on each Bondholder’s share of the relevant Issue for the relevant Interest Period will be the percentage rate per annum which is the sum of:
(i) the Margin; and
(ii) the rate notified to the Agent by that Bondholder as soon as practicable and in any event:
- (A) in relation to a Term Rate Issue, by close of business in London on the date falling two (2) Business Day after the Quotation Day (or, if earlier, on the date falling two (2) Business Days before the date on which interest is due to be paid in respect of that Interest Period). If a Bondholder does not supply a quotation by the time specified above, the rate of interest for that Bondholder shall be calculated on the basis of the last Screen Rate available for LIBOR for the relevant Interest Period; or
- (B) in relation to a Compounded Rate Issue, by the Reporting Time for that Issue,

to be that which expresses as a percentage rate per annum the cost to the relevant Bondholder of funding its participation in that Issue from whatever source it may reasonably select.

(b) If this Clause 15.4 ( Cost of funds ) applies and the Agent or the Parent so requires, the Agent and the Parent shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.
(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Bondholders (other than any Defaulting Bondholders) and the Parent, be binding on all Parties.
(d) If this Clause 15.4 ( Cost of funds ) applies pursuant to Clause 15.3 ( Market disruption ) and:
(i) in relation to a Term Rate Issue:
- (A) a Bondholder’s Funding Rate is less than LIBOR; or
- (B) a Bondholder does not supply a quotation by the time specified in paragraph (a) (ii) above,

the cost to that Bondholder of funding its participation in that Issue for that Interest Period shall be deemed, for the purposes of paragraph (i) above, to be LIBOR; or

(ii) in relation to a Compounded Rate Issue:
(A) a Bondholder’s Funding Rate is less than the relevant Market Disruption Rate; or

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(B) a Bondholder does not notify a rate to the Agent by the time specified in paragraph (a)(ii) above,

that Bondholder's cost of funds relating to its participation in that Issue for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Issue.

(e) If this Clause 15.4 ( Cost of funds ) applies pursuant to Clause 15.1 ( Unavailability of Screen Rate prior to Rate Switch Date ) but any Bondholder does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Bondholders.

15.5 NOTIFICATION TO THE PARENT

If Clause 15.4 ( Cost of funds ) applies, the Agent shall, as soon as is practicable, notify the Parent.

15.6 BREAK COSTS

(a) Subject to paragraph (b) below, an Issuer shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of its Issue or Unpaid Sum being paid by such Issuer on a day other than the last day of an Interest Period for that Issue or Unpaid Sum.
(b) Paragraph (a) above shall apply in respect of a Compounded Rate Issue if an amount is specified as Break Costs in the applicable Compounded Rate Terms.
(c) Each Bondholder shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue and setting out the method by which such Break Costs were calculated in reasonable detail (and shall be disclosed to the Parent).

16. FEES

16.1 UP-FRONT FEE

The Issuers shall pay on the Closing Date to the Agent (for the account of each Original Subscriber) an up-front fee in the amount and at the times agreed in a Fee Letter.

16.2 AGENCY FEE

The Issuers shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

16.3 SECURITY AGENT FEE

The Issuers shall pay to the Security Agent (for its own account) the Security Agent fee in the amount and at the times agreed in a Fee Letter.

16.4 PREPAYMENT FEE

(a) Subject to paragraph (b) below, if all or any part of either Issue is prepaid pursuant to Clause 9.3 ( Voluntary prepayment of Issues ) or Clause 10 ( Mandatory Prepayment ) (such

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amount being the " Relevant Prepayment Amount ") during the period ending forty eight (48) Months after the Closing Date, then that prepayment may only be made if, in addition to all other sums required to be paid under this Agreement in connection with that prepayment, the relevant Issuer pays to the Agent (for the account of the Bondholders under the relevant Facility (as applicable)) on or before the date of such prepayment (the " Prepayment Date ") a prepayment premium (the " Prepayment Fee ") as specified in the table below:

Period	Prepayment Fee
If the Prepayment Date is at any time after the Closing Date and prior to the second (2nd) anniversary of the Closing Date (included)	the higher of (i) the aggregate of all interest (taking into account any compounding which would have occurred during the relevant calculation period) which would have been due by the relevant Issuer for the period from and including the redemption date to and excluding the date falling twenty-four (24) Months after the Closing Date (included) on the portion of the aggregate outstanding nominal value of the Bonds that is to be early redeemed and (ii) 2% of the Relevant Prepayment Amount
If the Prepayment Date is at any time after the second (2nd) anniversary of the Closing Date (excluded) but prior to the third (3rd) anniversary of the Closing Date (included)	2% of the Relevant Prepayment Amount
If the Prepayment Date is at any time after the third (3rd) anniversary of the Closing Date (excluded) but prior to the fourth (4th) anniversary of the Closing Date (included)	1% of the Relevant Prepayment Amount
If the Prepayment Date is at any time after the fourth (4th) anniversary (excluded)	Zero

(b) Nothwistanding paragraph (a) above, any Prepayment Fee referred to above:
(i) arising during the twenty-four (24) Month period following the Closing Date (excluded);
(ii) made from cash generated by the Group’s activity; and
(iii) up to a principal amount not exceeding USD 10,000,000 during each period of twelve (12) Months from the Closing Date,

shall at the election of the Parent not be liable to the Prepayment Fee but to a Prepayment Fee of 3% of the Relevant Prepayment Amount.

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(c) For the avoidance of doubt, no Prepayment Fee shall be payable under this Clause 16.4 in respect of:
(i) any scheduled amortization as referred to in Clause 8 ( Scheduled Repayments );
(ii) any voluntary prepayment made pursuant to Clause 40.5 ( Replacement or Prepayment of a Bondholder ); or
(iii) any mandatory prepayment made pursuant to Clause 9.1 ( Illegality ).
(d) No Prepayment Fee shall be due by any of the Issuers in respect of any prepayment made pursuant to Clause 9.3 ( Voluntary prepayment of Issues ) or Clause 10 ( Mandatory Prepayment ) after the period ending forty eight (48) Months following the Closing Date (excluded).

16.5 EXIT FEE

If all or any part of an Issue is prepaid or repaid pursuant to Clause 9.3 ( Voluntary prepayment of Issues ) (other than a prepayment to which paragraph (b) of Clause 16.4 ( Prepayment Fee ) applies) or Clause 10 ( Mandatory Prepayment ) or repaid as at Termination Date, then, in addition to all other sums required to be paid under this Agreement in connection with that prepayment, the relevant Issuer shall pay to the Agent (for the account of the Bondholders under the relevant Facility), a prepayment premium equal to 2.00% of the principal amount of the Bonds so prepaid or repaid on the relevant prepayment or repayment date.

16.6 NO DEAL/NO FEES

Notwithstanding any other provisions of the Finance Documents, if the Closing Date does not occur, no fees, costs and expenses (other than legal abort costs subject to any agreed cap including as specified in the cost cover letter dated 20 April 2021 or in any other written confirmation from the Parent and with respect to the cost of the background searches of chief executive officers of the Issuers) shall be payable.

17. TAX GROSS-UP AND INDEMNITIES

17.1 DEFINITIONS

(a) In this Agreement:

" BEPS-related Change " means a change in (or in the interpretation, administration, or application of) any law or double taxation treaty or any published practice or published concession of any relevant taxing authority as a result of the ratification or entering into force of the Multilateral Convention to Implement Tax Treaty Related Measures to prevent BEPS (the " MLI ") and which relates to any article of the MLI.

" Protected Party " means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

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" Qualifying Bondholder " means a Bondholder which:

(i) fulfils the conditions imposed by French law in order for a payment of interest not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; or
(ii) is a Treaty Bondholder.

" Tax Credit " means a credit against, relief or remission for, or repayment of, any Tax.

" Tax Deduction " means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

" Tax Payment " means either the increase in a payment made by an Obligor to a Finance Party under Clause 17.2 ( Tax gross-up ) or a payment under Clause 17.3 ( Tax indemnity ).

" Treaty Bondholder " means a Bondholder which:

(i) is treated as resident of a Treaty State for the purposes of the Treaty;
(ii) does not carry on business in France through a permanent establishment with which the holding of that Bondholder's Bonds is effectively connected; and
(iii) fulfils any other conditions which must be fulfilled under the Treaty by residents of the Treaty State for such residents to obtain exemption from Tax imposed on a payment of interest by France, subject to the completion of any necessary procedural formalities.

" Treaty State " means a jurisdiction having a double taxation agreement with France (a " Treaty ") which makes provision for full exemption from Tax imposed by France on an interest payment.

(b) Unless a contrary indication appears, in this Clause 17 a reference to " determines " or " determined " means a determination made by a person acting reasonably.
17.2 TAX GROSS-UP
(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Parent shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Bondholder shall notify the Agent on becoming so aware in respect of a payment payable to that Bondholder. If the Agent receives such notification from a Bondholder it shall notify the Parent and that Obligor.
(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by France, if on the date on which the payment falls due:
(i) the payment could have been made to the relevant Bondholder without a Tax Deduction if the Bondholder had been a Qualifying Bondholder, but on that date that

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Bondholder is not or has ceased to be a Qualifying Bondholder other than as a result of any change after the date it became a Bondholder 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 which is not a BEPS-related Change; or

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

provided that the exclusion for changes after the date a Bondholder became a Bondholder under this Agreement in paragraph (i) above shall not apply in respect of any Tax Deduction on account of Tax imposed by France on a payment made to a Bondholder if such Tax Deduction is imposed solely because this payment is made to an account opened in the name of or for the benefit of that Bondholder in a financial institution situated in a Non-Cooperative Jurisdiction.

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

(i) such payment is subject to Tax by Canada because the relevant Bondholder or the beneficial owner of the relevant Bonds (or the right to receive interest payable on the Bonds) does not deal at arm’s length (within the meaning of the Tax Act) with the Company (other than a non-arm’s length relationship that arises as a result of a Bondholder being a party to or enforcing any rights under this Agreement);
(ii) such payment is subject to Tax by Canada because the relevant Bondholder or the beneficial owner of the relevant Bonds is a “specified shareholder” of the Company (as defined in subsection 18(5) of the Tax Act) or does not deal at arm’s length (within the meaning of the Tax Act) with a specified shareholder of the Company (other than a specified shareholder relationship that arises as a result of a Bondholder being a party to or enforcing any rights under this Agreement);
(iii) the relevant Bondholder, former Bondholder or beneficial owner of the relevant Bonds fails, following notification by the Company as described herein, to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies to Bondholders, former Bondholders or beneficial owners of Bonds who are non-residents of Canada, at least sixty (60) days prior to the effective date of any such imposition or change, the Company shall give written notice to the Agent and the applicable Bondholders then outstanding of such imposition or change, as the case may be, and provide the Agent and such Bondholders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement);
(f) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

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

17.3 TAX INDEMNITY

(a) The Parent shall (within five (5) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
(b) Paragraph (a) above shall not apply:
(i) with respect to any Tax assessed on a Finance Party:
- (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
- (B) under the law of the jurisdiction in which that Finance Party's permanent establishment or 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 (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:
- (A) is compensated for by an increased payment under Clause 17.2 ( Tax grossup );
- (B) would have been compensated for by an increased payment under Clause 17.2 ( Tax gross-up ) or Clause 17.6 ( Stamp taxes ) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 17.2 ( Tax gross-up ) or paragraph (a) or (b) of Clause 17.6 ( Stamp taxes ) applied;
- (C) relates to a FATCA Deduction required to be made by a Party;
- (D) is attributable to a Bank Levy; or
- (E) is in respect of an amount of VAT (which shall be dealt with in accordance with Clause 17.7 ( VAT )).
(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Parent.

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(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 17.3, notify the Agent.

17.4 TAX CREDIT

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and
(b) that Finance Party has obtained and utilised that Tax Credit (directly or on an affiliated group basis),

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

17.5 BONDHOLDER STATUS CONFIRMATION

(a) Each Bondholder which becomes a Party after the date of this Agreement shall indicate, in the documentation which it executes on becoming a Party as a Bondholder, and for the benefit of the Agent and without liability to any Obligor, for each type of payment (i.e., interest and fee payments) which of the following categories it falls in:
(i) not a Qualifying Bondholder;
(ii) a Qualifying Bondholder (other than a Treaty Bondholder); or
(iii) a Treaty Bondholder.

If such Bondholder fails to indicate its status in accordance with this Clause 17.5, then such Bondholder shall be treated for the purposes of both the relevant payment and this Agreement (including by each Obligor) as if it is not a Qualifying Bondholder until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Parent). For the avoidance of doubt, the documentation which it executes on becoming a Party as a Bondholder shall not be invalidated by any failure of a Bondholder to comply with this Clause 17.5.

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

17.6 STAMP TAXES

(a) The Parent shall pay and, within five (5) Business Days of demand, indemnify each Secured Party against any cost, loss or liability that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document, except for any such stamp duty, registration and other similar Tax payable in connection with the entry into of any documentation which a Secured Party executes on becoming a Party or payable in connection with the voluntary entry by a Secured Party into any other transfer or subparticipation of any Finance Document.

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(b) Paragraph (a) above shall not apply when a Finance Document is voluntarily registered where such registration is not required to maintain or preserve the rights of the Secured Party under the Finance Document.

17.7 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party,in addition to and at the same time as paying any other consideration for such supply, an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).
(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the " Supplier ") to any other Finance Party (the " Recipient ") under a Finance Document, and any Party other than the Recipient (the " Relevant Party ") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(d) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

17.8 FATCA INFORMATION

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:
(i) confirm to that other Party whether it is:

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  - (A) a FATCA Exempt Party; or

  - (B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.
(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
(c) Paragraph (a) above shall not oblige any Party to do anything which would or might in its reasonable opinion constitute a breach of:
(i) any law or regulation;
(ii) any fiduciary duty; or
(iii) any duty of confidentiality.
(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

17.9 FATCA DEDUCTION

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Agent, and the Agent shall notify the other Finance Parties.

18. INCREASED COSTS

18.1 INCREASED COSTS

(a) Subject to Clause 18.3 ( Exceptions ) the Parent shall, within three (3) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation occuring after the date of this Agreement or, if later, the date that Finance Party

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becomes a Party; (ii) the compliance with any law or regulation made after the date of this Agreement or, if later, the date that Finance Party becomes a Party; or (iii) the implementation of, or compliance with, Basel III and/or CRR.

(b) In this Agreement " Increased Costs " means:
(i) a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's) overall capital;
(ii) an additional or increased cost; or
(iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

(c) In this Agreement:
(i) " Basel III " means:
- (A) 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; and
- (B) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III"; and
(ii) " CRR " means the capital requirements specified in Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 and Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

18.2 INCREASED COST CLAIMS

(a) A Finance Party intending to make a claim pursuant to Clause 18.1 ( Increased costs ) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Parent.
(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs and (save to the extent such information is confidential) setting out in reasonable detail the method by which such costs have been calculated.
18.3 EXCEPTIONS
(a) Clause 18.1 ( Increased costs ) does not apply to the extent any Increased Cost is:

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(i) attributable to a Tax Deduction required by law to be made by an Obligor;
(ii) compensated for by Clause 17.3 ( Tax indemnity ) (or would have been compensated for under Clause 17.3 ( Tax indemnity ) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 17.3 ( Tax indemnity ) applied);
(iii) attributable to a FATCA Deduction required to be made by a Party;
(iv) attributable to the breach by the relevant Finance Party or its Affiliates of any law or regulation or any Finance Document;
(v) 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 or CRR) (" 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) but, for the avoidance of doubt, so that this exception does not also apply to Basel III or CRR costs;
(vi) attributable to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy);
(vii) in respect of any stamp duty, registration or similar Taxes compensated for by Clause 17.6 ( Stamp taxes ) (or would have been compensated for under Clause 17.6 ( Stamp taxes ) but were not so compensated solely because the exclusion in paragraph (a) or (b) of Clause 17.6 ( Stamp taxes ) applied); or
(viii) in respect of an amount of VAT that is compensated for in accordance with Clause 17.7 ( VAT ).
(b) In this Clause 18.3 reference to a " Tax Deduction " has the same meaning given to the term in Clause 17.1 ( Definitions ).

19. OTHER INDEMNITIES

19.1 CURRENCY INDEMNITY

(a) If any sum due from an Obligor under the Finance Documents (a " Sum "), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the " First Currency ") in which that Sum is payable into another currency (the " Second Currency ") for the purpose of:
(i) making or filing a claim or proof against that Obligor; or
(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three (3) Business Days of demand, indemnify each Original Subscriber and each other Secured Party to whom that Sum is due against any documented cost, loss (excluding any loss of profit) or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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

19.2 OTHER INDEMNITIES

(a) The Parent shall (or shall procure that an Obligor will), within five (5) Business Days of demand (which demand shall be accompanied by reasonable calculations or details of the amount demanded), indemnify each Original Subscriber and each other Secured Party against any cost, loss (excluding any loss of profit) or liability incurred by it as a result of:
(i) the occurrence of any Event of Default;
(ii) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 ( Sharing Among the Finance Parties );
(iii) funding, or making arrangements to fund, its participation in an Issue requested by the Issuers in an Issue Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or
(iv) an Issue (or part of an Issue) not being prepaid in accordance with a notice of prepayment given by the Issuers.
(b) The Parent shall promptly upon demand (which demand shall be accompanied by reasonable calculations or details of the amount demanded) indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss (excluding any consequential loss or loss of profit) or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of funding the Bonds (but excluding any cost, loss or liability attributable to the secondary trading value of the Commitments or Issues or Bonds), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Such Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) shall promptly notify the Parent in writing within a reasonable time after it becomes aware of such event or circumstances giving rise to a claim under this paragraph (b) and shall (i) (save to the extent it believes (acting reasonably) that it is not reasonably practicable to do so) consult with the Parent as to the conduct of the relevant claim, action or proceeding and (ii) in circumstances where no consultation contemplated by sub-paragraph (i) above has occurred, inform the Parent of the actions taken by it in relation to such claim, action or proceeding as soon as reasonably practicable thereafter, in each case, subject to duties of confidentiality and information which is attorney/client privileged. Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 19.2.
(c) This Clause 19.2 does not apply in respect of any cost, loss or liability incurred by any Bondholders or any Secured Party as a result of any transfer or sub-participation pursuant to Clause 28 ( Changes to the Bondholders ).

19.3 INDEMNITY TO THE AGENT

The Parent shall promptly indemnify the Agent against:

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(a) any cost, loss (excluding any consequential loss or loss of profit) or liability incurred by the Agent (acting reasonably) as a result of:
(i) investigating any event which it reasonably believes is a Default or an Event of Default provided that if after doing so it is established that the event or matter is not a Default or an Event of Default, such cost, loss or other liability of investigations shall be for the account of the Bondholders and provided further that in relation to costs, losses or liabilities incurred in connection with the exercise by the Agent of its rights under paragraph (f) of Clause 24.3 ( Requirements as to financial statements) in respect of an Event of Default if after doing so it is established that the event or matter is not an Event of Default, such cost, loss or liability of investigation shall be for the account of the Bondholders;
(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and
(b) any cost, loss (excluding any consequential loss or loss of profit) or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 ( Disruption to payment systems etc. ) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.
(c) The Agent shall provide documentary evidence of any fees, costs, expenses or other amounts, where applicable.

20. MITIGATION BY THE BONDHOLDERS

20.1 MITIGATION

(a) Each Finance Party shall, in consultation with the Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 9.1 ( Illegality ), Clause 17 ( Tax Gross-Up and Indemnities ) or Clause 18 ( Increased Costs ), or in any amount payable under a Finance Document by an Obligor established in France becoming not deductible from that Obligor's taxable income for French tax purposes by reason of that amount being:
(i) paid or accrued to a Finance Party incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction; or
(ii) paid to an account opened in the name of or for the benefit of that Finance Party in a financial institution situated in a Non-Cooperative Jurisdiction,

including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

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20.2 LIMITATION OF LIABILITY

(a) The Parent shall promptly indemnify each Finance Party for all costs, expenses and stamp taxes (evidence of which shall be provided to the Parent) reasonably incurred by that Finance Party as a result of steps taken by it under Clause 20.1 ( Mitigation ).
(b) A Finance Party is not obliged to take any steps under Clause 20.1 ( Mitigation ) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

21. COSTS AND EXPENSES

21.1 TRANSACTION EXPENSES

The Parent shall promptly on demand pay the Agent, the Original Subscribers and the Security Agent the amount of all costs and expenses (including legal fees, subject to any agreed caps and evidence of which shall be provided to the Parent) reasonably incurred by any of them (and, in the case of the Security Agent, any Receiver or Delegate) in connection with the negotiation, preparation, execution and perfection of:

(a) this Agreement and any other documents referred to in this Agreement and the Transaction Security; and
(b) any other Finance Documents executed after the date of this Agreement.

21.2 AMENDMENT COSTS

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 34.10 ( Change of currency ), the Parent shall, within five (5) Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including reasonable legal fees, subject to any agreed caps and evidence of which shall be provided to the Parent) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

21.3 ENFORCEMENT AND PRESERVATION COSTS

The Parent shall, within no more than five (5) Business Days of demand, pay to the Security Agent the amount of all costs and expenses (including legal fees) (and evidence of which shall be provided to the Parent) incurred by it in connection with the enforcement of or the preservation (at any time) of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.

22. GUARANTEE AND INDEMNITY

22.1 GUARANTEE AND INDEMNITY

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party performance by each other Obligor of all that Obligor's obligations under the Finance Documents when due and payable (or within any applicable grace period);

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(b) undertakes with each Finance Party that whenever another Obligor does not pay any amount when due and payable (or within any applicable grace period) under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 22 if the amount claimed had been recoverable on the basis of a guarantee.

22.2 CONTINUING GUARANTEE

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

22.3 REINSTATEMENT

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 22 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

22.4 WAIVER OF DEFENCES

The obligations of each Guarantor under this Clause 22 will not be affected by an act, omission, matter or thing which, but for this Clause 22, would reduce, release or prejudice any of its obligations under this Clause 22 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;
(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
(e) any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;

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

22.5 GUARANTOR INTENT

Without prejudice to the generality of Clause 22.4 ( Waiver of defences ) and the Guarantee Limitations, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

22.6 IMMEDIATE RECOURSE

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 22. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

22.7 APPROPRIATIONS

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 22.

22.8 DEFERRAL OF GUARANTORS' RIGHTS

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 22 to:

(a) be indemnified by an Obligor;
(b) claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;
(c) take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or

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security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 22.1 ( Guarantee and indemnity );
(e) exercise any right of set-off against any Obligor; and/or
(f) claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for or in a separate account for the benefit of the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 34 ( Payment Mechanics ).

22.9 RELEASE OF GUARANTORS' RIGHT OF CONTRIBUTION

If any Guarantor (a " Retiring Guarantor ") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor or any of its Holding Companies then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) 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
(b) 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.

22.10 ADDITIONAL SECURITY

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

22.11 GUARANTEE LIMITATIONS GENERALLY

This guarantee does not apply to any liability to the extent that it would result in this guarantee being illegal or constituting unlawful financial assistance in any relevant jurisdiction concerning the financial assistance by that company for the acquisition of, or subscription for, shares or concerning the protection of shareholders’ capital.

22.12 GUARANTEE LIMITATIONS FOR FRENCH GUARANTORS

(a) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, the obligations and liabilities of any French Guarantor under and in connection with the Finance Documents (including, without limitation, this Clause 22.12), shall apply as follows:

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(i) in respect of the Parent only, guarantee the payment obligations of the Company as Issuer under Bonds B; and
(ii) in respect of any other French Guarantor (other than the Parent), guarantee the payment obligations of the Issuers under the Bonds and the Finance Documents, provided that in such case such guarantee shall be limited (A) to the payment obligations of the Issuers under the Bonds and the Finance Documents, but (B) not exceeding an amount equal to the aggregate of all amounts received by such French Guarantor out of the proceeds of any Bonds (by way of Intra-Group Loans made to such French Guarantor directly by the Issuers or indirectly through on-lending by another member of the Group) and outstanding from time to time (such amount being the " Maximum Guaranteed Amount ").
(b) Any payment made by a French Guarantor under paragraph (a)(ii) above in respect of the obligations of the Issuer shall reduce pro tanto (by way of set-off or otherwise) the outstanding amount of the Intra-Group Loans due by such French Guarantor to the Issuers or to the relevant on-lending member of the Group under the Intra-Group Loans referred to in that paragraph (and rateably amongst such Intra-Group Loans, as the case may be) and therefore shall reduce the relevant Maximum Guaranteed Amount.
(c) Notwithstanding any other provision of this Clause 22.12, no French Guarantor shall secure liabilities under the Finance Documents which would result in such French Guarantor not complying with French financial assistance rules as set out in article L. 225-216 of the French Commercial Code and/or would constitute a misuse of corporate assets within the meaning of article L. 241-3, L. 242-6 or L. 244-1 of the French Commercial Code or any other laws or regulations having the same effect, as interpreted by French courts.
(d) It is acknowledged that such French Guarantor is not acting jointly and severally with the other Guarantors pursuant to the guarantee given in accordance with this Clause 21.12.

22.13 GUARANTEE LIMITATIONS FOR BRAZILIAN GUARANTORS

(a) Waiver of Benefits. Without prejudice to any provision of this Agreement or any other provision in the Finance Documents, each Brazilian Guarantor that is a Guarantor under this Agreement unconditionally and irrevocably waives, to the fullest extent permitted under the laws of the Federal Republic of Brazil, any benefit it may be entitled to under Articles 366, 368, 827, 829, 830, 834, 837, 838 and 839 of the Brazilian Civil Code and Articles 130 and 794 of the Brazilian Civil Procedure Code.
(b) Legal Effect. This Agreement and each other Finance Document to which it is a party have been duly executed and delivered by each Brazilian Guarantor, and are legal, valid and binding obligations of each Brazilian Guarantor, enforceable against it, in accordance with their terms, in each case, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, recuperação judicial, recuperação extrajudicial, falência or other similar laws relating to or affecting the enforcement of creditors’ rights generally and as may be limited by equitable principles of general applicability.
(c) Availability and Transfer of Foreign Currency. There are no restrictions or requirements currently in effect which limit the availability or transfer of foreign exchange for the purpose of the performance by any Brazilian Guarantor of its obligations under this Agreement or any other Finance Document to which such Brazilian Guarantor is a party except for any authorization from the Brazilian Central Bank that may be required to enable such Brazilian Guarantor to make remittances from Brazil to make payments contemplated in this Agreement or any other Finance Document and provided that any transfer shall be supported

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by documents evidencing the legality and economic basis of the transaction, as required by Article 6 of Circular 3,689 by the Brazilian Central Bank.

(d) Waiver of Security, Performance Bond, Etc. To the extent that any Brazilian Guarantor may be entitled to the benefit of any provision of Applicable Law requiring any Original Subscriber in any suit, action or proceeding brought in a court of Brazil or other jurisdiction arising out of or in connection with this Agreement or any of the other Finance Documents or any of the transactions contemplated hereby or thereby, to post security for litigation costs or otherwise post a performance bond or guaranty or to take any similar action, each of the Brazilian Guarantor hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of Brazil or any such other jurisdiction.

22.14 OTHER GUARANTEE LIMITATIONS

The guarantee of any Additional Guarantor (other than a French Guarantor, a Canadian Guarantor, an Australian Guarantor or a Brazilian Guarantor) is in addition subject to any limitations relating to that Additional Guarantor set out in the Accession Deed applicable to such Additional Guarantor and agreed with the Agent (acting reasonably in accordance with the Agreed Security Principles).

23. REPRESENTATIONS

23.1 GENERAL

(a) Each Obligor (or as otherwise expressly stated in the relevant provision) makes the representations and warranties set out in this Clause 23 to each Finance Party.
(b) Each representation and warranty is given by reference to the knowledge and belief of each Obligor with respect to itself and (to the extent applicable) its Subsidiaries or its Subsidiaries that are Material Companies (only) and in relation to the representations and warranties made on the date of this Agreement and any other date on or before the Closing Date (only).

23.2 STATUS

(a) It and each of its Subsidiaries is a limited liability company, corporation, limited partnership or other limited liability entity or other entity (or to the extent it is not a limited liability corporation or entity, the relevant member of the Group has been acquired in accordance with paragraph (d) of the definition of “Permitted Acquisition” by a company which is a limited liability corporation), duly incorporated or established and validly existing under the law of its jurisdiction of incorporation or establishment.
(b) It and each of its Subsidiaries has the power to own its material assets and carry on its business as it is being conducted.

23.3 BINDING OBLIGATIONS

Subject to the Legal Reservations and Perfection Requirements:

(a) the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations; and
(b) (without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates (or when executed will create) the Security which that Transaction Security Document purports to create and those Security are valid and effective.

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23.4 NON-CONFLICT WITH OTHER OBLIGATIONS

Subject to the Legal Reservations and Perfection Requirements, the entry into and performance by it of, and the transactions contemplated by, the Finance Documents and the granting of the Transaction Security pursuant to the Agreed Security Principles do not and will not conflict in any material respect with:

(a) any law or regulation applicable to it;
(b) its constitutional documents (including, if applicable, any unanimous shareholder agreement or declaration); or
(c) any agreement or instrument binding upon it or its Subsidiaries or any of its or its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument save in each case where failure to do so would not have or would not reasonably be expected to have a Material Adverse Effect.

23.5 POWER AND AUTHORITY

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.
(b) No limit on its powers will be exceeded as a result of the borrowing, grant of Security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party.

23.6 VALIDITY AND ADMISSIBILITY IN EVIDENCE

(a) Subject to the Legal Reservations and Perfection Requirements, all Authorisations required:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and
(ii) to make the Finance Documents to which it is a party, admissible in evidence in its Relevant Jurisdictions,

have been (or will have been at the date required by the relevant Finance Document) obtained or effected and are (or will be at the date required by the relevant Finance Document) in full force and effect.

(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of it and its Subsidiaries have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or could reasonably be expected to have a Material Adverse Effect.

23.7 GOVERNING LAW AND ENFORCEMENT

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

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(c) For purposes solely of Article 9 of Brazilian Decree Law No. 4,657 dated September 4, 1942, and Article 78 of the Brazilian Civil Code, the transactions contemplated hereby have been constituted and proposed to the Brazilian Guarantors by the Original Subscribers outside Brazil.

23.8 INSOLVENCY

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.7 ( Insolvency proceedings ); or
(b) creditors' process described in Clause 27.8 ( Creditors’ process ),

has been taken or, to its knowledge, threatened in writing (and not unconditionally withdrawn) in relation to it or its Material Subsidiaries, and none of the circumstances described in Clause 27.6 ( Insolvency ) applies to it or its Material Subsidiaries.

23.9 NO DEFAULT

(a) No Default has occurred and is continuing on the date of this Agreement and on the Closing Date no Default has occurred and is continuing or will result from the making of either Issue or the entry into, or the performance of, any transaction contemplated by the Finance Documents.
(b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject save where failure to do so would not have or would not reasonably be expected to have a Material Adverse Effect.

23.10 NO MISLEADING INFORMATION

To the best of the Parent's knowledge after due and careful enquiry:

(a) the factual information contained in the Report was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date of the relevant document or (if different) as at the date ascribed thereto in such document;
(b) the Business Plan has been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements, and the financial projections contained in the Business Plan have been prepared on the basis of recent historical information and on the basis of assumptions that in the opinion of the Issuers, were reasonable at the time they were made;
(c) no event or circumstance has occurred or arisen and no information has been omitted from the Report and no information has been given or withheld that results in the information contained in the Report taken as a whole being untrue or misleading in any material respect as at their stated date; and
(d) all other written factual information provided by any member of the Group to a Finance Party in relation to the Finance Documents was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respects.

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23.11 ORIGINAL FINANCIAL STATEMENTS

To the best of the Parent's knowledge after due and careful enquiry:

(a) the Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Agent in writing to the contrary or disclosed in the Report and give a true and fair view of its financial condition and results of operations (consolidated if appropriate) during the relevant financial year to which they refer;
(b) the financial statements delivered to the Agent after the Closing Date have been prepared in accordance with the Accounting Principles and give a true and fair view of, if audited, or fairly present, if unaudited, the consolidated financial condition as at the end of, and consolidated results of operations for, the Group for the period to which they relate;
(c) the budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were believed by the Issuers to be reasonable as at the date they were prepared and supplied; and
(d) since the date of the most recent financial statements delivered pursuant to this Agreement, there had been no material adverse change in the business, assets or financial condition of the Group (taken as a whole).

23.12 NO PROCEEDINGS PENDING OR THREATENED

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency have been started or are, to the best of its knowledge after having made due and careful inquiry, threatened in writing against it or any of its Subsidiaries, which in each case are likely to be adversely determined and, if adversely determined, have or are reasonably likely to have a Material Adverse Effect.

23.13 NO BREACH OF LAWS

(a) It has not (and none of its Subsidiaries has) breached any law or regulation applicable to it except where failure to comply with could not reasonably be expected to have a Material Adverse Effect.
(b) To the best of its knowledge (having made due and careful enquiry), no labour disputes are current or threatened in writing against any member of the Group which have or are likely to have a Material Adverse Effect.

23.14 ENVIRONMENTAL LAWS

(a) It and each of its Subsidiaries is in compliance with Clause 26.3 ( Environmental compliance ) and no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or could reasonably be expected to have a Material Adverse Effect.
(b) To the best of its knowledge (having made due and careful enquiry), no Environmental Claim has been commenced or is threatened in writing (and not unconditionally withdrawn) against it or its Subsidiaries where that claim has or could reasonably be expected to have a Material Adverse Effect.

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23.15 TAXATION

(a) Save as specifically disclosed in writing by the Parent to the Agent and the Original Subscribers at least five (5) Business Days prior to the Signing Date, it is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax which has or could reasonably be expected to have a Material Adverse Effect.
(b) No claims or investigations are being made or conducted against it (or any of its Subsidiaries) with respect to Taxes which have or could reasonably be expected to have a Material Adverse Effect.
(c) Each Issuer is resident for Tax purposes only in the country of its incorporation.

23.16 DEDUCTION OF TAX

It is not required to make any Tax Deduction (as defined in Clause 17.1 ( Definitions )) from any payment it may make under any Finance Document to a Bondholder which is a Qualifying Bondholder.

23.17 NO FILING OR STAMP TAXES

Subject to the Legal Reservations (and, in relation to the Transaction Security Documents, subject to the Perfection Requirements), under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, other than the obligation to file a form 45-106F1 and pay certain prescribed fees imposed by the Canadian Securities Administrators in respect of this Agreement.

23.18 RANKING

(a) Subject to the Legal Reservations and Perfection Requirements, the Transaction Security has or will have first ranking priority to the extent possible and subject to any Permitted Security permitted under Clause 26.14 ( Negative pledge ) and which is already expressed to be or is otherwise first ranking and it is not subject to any prior ranking or pari passu ranking Security other than Permitted Security permitted under Clause 26.14 ( Negative pledge ).
(b) Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

23.19 GOOD TITLE TO ASSETS

It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted save where failure to do so would not have or would not reasonably be expected to have a Material Adverse Effect.

23.20 LEGAL AND BENEFICIAL OWNERSHIP

It and each of its Subsidiaries is the sole legal and beneficial owner of those shares in the members of the Group over which it purports to grant Security.

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23.21 SHARES

(a) The shares of any member of the Group which are subject to the Transaction Security are fully paid up (and, in the case of any shares of a Canadian member of the Group, nonassessable) and not subject to any pre-emption, option to purchase or similar rights from any other party other than those arising under applicable law.
(b) The constitutional documents of any member of the Group whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security (other than (i) any transfer restrictions that exist under applicable Canadian Securities Laws for which consent by the board or shareholders of the member of the Group, as applicable, has been obtained and (ii) any transfer restrictions pursuant to the constitutional documents of the relevant member of the Group in respect of which all necessary approvals have been duly obtained) and in each case, provided that evidence of the relevant consent has been delivered to the Agent.

23.22 INTELLECTUAL PROPERTY

It and each of its Subsidiaries:

(a) is the sole (or together with another member of the Group, joint) legal and beneficial owner of or has licensed to it all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted and as contemplated in the Business Plan, except where the failure to own or licence such Intellectual Property could not reasonably be expected to have a Material Adverse Effect;
(b) does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or could reasonably be expected to have a Material Adverse Effect; and
(c) has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it, except where such failure could not reasonably be expected to have a Material Adverse Effect.

23.23 CENTRE OF MAIN INTERESTS

Its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its country of incorporation.

23.24 PENSIONS

Each pension scheme operated by the Parent or any of its Subsidiaries is funded to the extent required by local law, except where failure to do so does not or could not reasonably be expected to have a Material Adverse Effect. No Obligor or any of their Subsidiaries has ever or currently maintains, contributes to, participates in, sponsors or has any liability with respect to a Canadian Defined Benefit Plan.

23.25 HOLDING COMPANIES

The Parent does not trade nor incur any liabilities or commitments (actual or contingent, present or future) other than under or in connection with the Finance Documents or with any Permitted Holding Company Activities.

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23.26 SECURITY AND FINANCIAL INDEBTEDNESS

(a) No Security exists over any of its or its Subsidiaries' assets other than Permitted Security.
(b) As from the Closing Date, the Group has no Financial Indebtedness except for Permitted Financial Indebtedness.

23.27 GROUP STRUCTURE CHART

On the Closing Date, the Group Structure Chart provided to the Agent by or on behalf of the Parent pursuant to Clause 4.1 ( Initial conditions precedent ) accurately records in all material respects the shareholding structure of the Group as at the Closing Date.

23.28 ACCOUNTING REFERENCE DATE

As at the Closing Date the Accounting Reference Date for the Group is 31 December.

23.29 INSURANCE

(a) Each member of the Group is insured for the purposes of its business with reputable underwriters or insurance companies against such risks, and to such extent as is usual for companies carrying on a business similar to the business of such member of the Group in the relevant jurisdiction, provided that if an insurer ceases to be a reputable insurance company, no breach of this provision shall arise if the relevant member of the Group is able to give reasonable evidence to the Agent of the fact that it is using its best efforts to replace such insurer by a reputable incurance company.
(b) To the best of its knowledge and belief (having made due and careful enquiry), no event is continuing which would entitle any insurer to materially reduce its liability under such insurance policies.
(c) No due and payable insurance premiums remain unpaid if failure to do so would have a Material Adverse Effect.

23.30 SANCTIONS, ANTI-CORRUPTION AND ANTI-MONEY LAUNDERING LAWS

(a) None of the Obligors nor any of their Subsidiaries nor any of their directors or officers nor, to the best of their knowledge (after due and careful enquiry), any of their agents or employees is a Sanctioned Person.
(b) None of the Obligors nor any of their Subsidiaries nor, to the best of their knowledge (after due and careful enquiry) any of their directors, officers, agents or employees:
(i) is a person who is otherwise the target of Sanctions such that the entry into, or performance, of this Agreement or any other Finance Document would be prohibited for a Bondholder or would cause such Bondholder to breach applicable law; or
(ii) has engaged or is engaged in any activity that would reasonably be expected to (A) result in such person being designated as a Sanctioned Person or (B) violate applicable Sanctions; or
(iii) is a person engaged in any activity with a Sanctioned Person; or
(iv) is a person having received funds or any other assets from a Sanctioned Person.

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(c) None of the Obligors nor, to the best of their knowledge (after due and careful enquiry), any of their directors, officers, agents or employees violate applicable Anti-Corruption Laws or Anti-Money Laundering Laws.
(d) Each Obligor has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules.

23.31 SUBSTANTIAL U.S. MARKET INTEREST

The Issuers reasonably believe that there is and will be no substantial U.S. market interest (as defined in Regulation S) in the Bonds.

23.32 NO INTEGRATION

Within the preceding 30 days, none of the Issuers, the Guarantors, their respective affiliates or any person acting on their behalf, directly or indirectly, has made offers or sales of any security, solicited offers to buy or subscribe, sold or offered to issue or sell or otherwise negotiated in respect of any security which is or would be integrated with the issue and sale of the Bonds in a manner that would require the Bonds to be registered under the U.S. Securities Act.

23.33 INVESTMENT COMPANY

None of the Issuers nor any of the Original Guarantors is, and after giving effect to the offering and sale of the Bonds and application of the proceeds thereof, will be an “investment company”, as such term is defined in the U.S. Investment Company Act of 1940, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission.

23.34 NO REGISTRATION

Assuming the accuracy of the representations and warranties of the Bondholders contained in this Agreement and their compliance with their agreements set forth herein, it is not necessary, in connection with the issuance and sale of the Bonds and the guarantees thereof to the Bondholders to register the Bonds and the guarantees thereof under the U.S. Securities Act or to qualify the Facilities Agreement under the U.S. Trust Indenture Act of 1939, as amended.

23.35 TIMES WHEN REPRESENTATIONS MADE

(a) All the representations and warranties in this Clause 23 (other than under Clauses 23.25 ( Holding Companies ) and 23.27 ( Group Structure Chart )) are made by the Issuers on the date of this Agreement.
(b) Subject to paragraphs (c) and (d) below, all the representations and warranties set out in this Clause 23 will be made by the Issuers on the Closing Date.
(c) The representations and warranties set out in Clause 23.10 ( No misleading information ) shall only be made:
(i) as regards the Report, on the date on which such Report is provided to the Parent; and
(ii) as regards the Business Plan, on the Signing Date and on the Closing Date.
(d) The representation and warranty in paragraph (b) of Clause 23.11 ( Original Financial Statements ) is deemed to be made on the delivery of the relevant financial statements.

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(e) The Repeating Representations are deemed to be made by each Obligor on the Closing Date, the date of each Issue Request and on the first day of each Interest Period.
(f) All the representations and warranties in this Clause 23, except Clause 23.10 ( No misleading information ), Clause 23.11 ( Original Financial Statements ), Clause 23.16 ( Deduction of Tax ), Clause 23.25 ( Holding Companies ) and Clause 23.27 ( Group Structure Chart ) are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.
(g) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.
(h) Any representation or warranty made in this Clause 23 will be deemed to be qualified by any facts or information disclosed in the Reports.

24. INFORMATION UNDERTAKINGS

The undertakings in this Clause 24 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

In this Clause 24:

" Annual Financial Statements " means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 24.1 ( Financial statements ).

" Monthly Management Accounts " means the financial statements delivered pursuant to paragraph (c) of Clause 24.1 ( Financial statements ).

" Quarterly Financial Statements " means the financial statements delivered pursuant to paragraph (b) of Clause 24.1 ( Financial statements ).

24.1 FINANCIAL STATEMENTS

The Parent shall supply to the Agent:

(a) as soon as reasonably practicable after they are available, but in any event within one hundred and twenty (120) days in respect of any Financial Year ending after the Closing Date commencing with the Financial Year ending on 31 December 2021:
(i) the audited consolidated financial statements of the Group for that Financial Year; and
(ii) the audited financial statements of each Obligor for that Financial Year;
(b) as soon as reasonably practicable after they are available, but in any event within sixty (60) days in respect of any Quarter Period ending after the Closing Date commencing with the Quarter Period ending on 30 June 2021, the non-audited consolidated financial accounts of the Group for that Quarter Period; and
(c) as soon as reasonably practicable after they are available, but in any event within thirty (30) days after the end of each Month commencing with the Month ending on 30 June 2021 (other than in relation to the Monthly Management Accounts for March, June and September), the monthly short-form consolidated management accounts of the Group for such period.

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(d) Notwithstanding the terms of paragraphs (a)(i) and (b) below but without prejudice to any other obligation to provide financial information as per this Clause 24 ( Information Undertakings ), the Parent may satisfy its obligation to deliver the financial statements mentioned therein by publishing such financial statements to investors in accordance with the relevant capital markets regulations applicable to listed companies the shares of which are admitted to trading on the TSX.

24.2 PROVISION AND CONTENTS OF COMPLIANCE CERTIFICATE

(a) The Parent shall supply a Compliance Certificate to the Agent with each set of its Annual Financial Statements and each set of its Quarterly Financial Statements, commencing:
(i) in the case of a Compliance Certificate accompanying its Quarterly Financial Statements, from and including the Quarter Period ending on 30 June 2021; and
(ii) in the case of a Compliance Certificate accompanying its Annual Financial Statements, from and including the Financial Year ending on 31 December 2021.
(b) The Compliance Certificate shall, amongst other things:
(i) when accompanying Annual Financial Statements:
- (A) include a list of all Material Companies and calculations, in reasonable detail, showing the basis for each such company's (other than any company which, at the time of the relevant Compliance Certificate, is an Obligor) classification as a Material Company; and
- (B) provide computations (in reasonable detail) relating to, and confirmation of compliance with the Guarantor Coverage Test for the Financial Year under consideration;
(ii) set out (in reasonable detail) computations in relation to the determination of the Leverage Ratio for the Relevant Period and (as from the First Test Date) whether Clause 25 ( Financial Covenant ) has been complied with; and
(iii) certify that no Default is continuing (or, if a Default is continuing, specify the Default and the steps, if any, being taken to remedy it).
(c) Each Compliance Certificate shall be signed by the chief executive officer or the chief financial officer of the Group, and, if required to be delivered with the Annual Financial Statements, shall be reported on by the Auditors in the form such Auditors are prepared to provide, confirming the figures in the Compliance Certificate have been properly extracted and the arithmetic is correct in each case by reference to the latest Annual Financial Statements.

24.3 REQUIREMENTS AS TO FINANCIAL STATEMENTS

(a) The Parent shall procure that:
(i) each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement and the management discussions and analysis in relation to each such financial statements substantially in the form set out in Schedule 21 ( Form of Monthly Management Accounts and MD&A ); and

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(ii) each set of Monthly Financial Statements shall be substantially in the form set out in Schedule 21 ( Form of Monthly Management Accounts and MD&A ).
(b) In addition, the Parent shall procure that each set of Annual Financial Statements shall be audited by the Auditors.
(c) Each set of financial statements delivered pursuant to Clause 24.1 ( Financial statements
(i) shall be:
- (A) certified by the chief executive officer or the chief financial officer of the Group as giving a true and fair view of (in the case of Annual Financial Statements for any Financial Year), or fairly representing subject to normal year-end adjustments and save as otherwise set out in the notes thereto and having regard that such statements were prepared for applicable management and not subject to audit procedures (if not audited), its financial condition and operations as at the date as at which those financial statements were drawn up; and
- (B) (with respect to any Annual Financial Statements) be accompanied by any opinion letter addressed to the management of the Group by the Auditors and accompanying those Annual Financial Statements;
(ii) shall be prepared in accordance with the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements and the Business Plan (the " Original Accounting Principles "), unless in relation to any set of financial statements or management accounts, the Parent notifies the Agent that there has been a change in the Accounting Principles, the accounting practices or the financial reference periods and the Parent and, at the request of the Agent, the Company’s Auditors deliver to the Agent:
- (A) a description of any change necessary for those financial statements to reflect in all material respects the Original Accounting Principles; and
- (B) sufficient information to enable the Bondholders to:
  - (1) determine whether Clause 25.2 ( Financial condition ) has been complied with, provided that , for the avoidance of doubt and unless otherwise agreed pursuant to this Clause 24.3, each such financial ratio shall continue to be calculated in accordance with the Original Accounting Principles consistently applied in all material respects (subject to any adjustments made by or in accordance with this Agreement); and
  - (2) make an accurate comparison between the financial position indicated in those financial statements and the Business Plan;
- (C) if the Parent notifies the Agent of a change in accordance with this paragraph (ii), then:
  - (1) on request of the Agent or the Parent, the Parent and the Agent (on behalf of the Bondholders) shall negotiate in good faith with a view to agreeing such amendments (if any) to this Agreement (including to Clause 25 ( Financial Covenant ) and/or the definitions of any or all of the terms used therein and, in the case of any change of financial year

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end, any threshold or term calculated by reference to a financial year) as may be necessary to give the Bondholders and the Obligors comparable protection to that contemplated at the Signing Date (as regards financial ratios, by reference to the Business Plan and the Original Accounting Principles in effect at that date);

(2) if amendments are agreed by the Parent and the Agent in writing within sixty (60) days of such notification to the Agent (or such persons agree that no such amendments are required), those amendments shall take effect and be binding on all Parties in accordance with the terms of that agreement and any change in the accounting principles, the accounting practices or the reference periods referred to shall, to the extent relevant, become part of the Original Accounting Principles on that basis (subject to any further application of this sub-paragraph (2));
(3) if such amendments are not so agreed within sixty (60) days (and it is not agreed that no such amendments are required), the Parent shall:
- ensure that each set of financial statements delivered under Clause 24.1 ( Financial statements ) (to the extent required to be prepared in accordance with the Accounting Principles) are (aa) accompanied by details of any material adjustments as need to be made to reflect the Original Accounting Principles (as most recently agreed under this Clause 24.3) or (bb) prepared on the basis most recently agreed under this Clause 24.3; or
- instruct the Auditors (or such other accounting firm of international standing as may be agreed upon by the Parent and the Agent, both acting reasonably) to determine the amendments (if any) to this Agreement (including to Clause 25 ( Financial Covenant ) and/or the definitions of any or all of the terms used therein) which they (acting as experts and not as arbitrators) consider appropriate to give the Bondholders and the Obligors comparable protection to that contemplated at the Signing Date (as regards financial ratios, by reference to the Business Plan and the Original Accounting Principles in effect at that date) and those amendments (if any) shall take effect and be binding on all Parties when so determined by the Auditors or, as the case may be, such other accounting firm.
(d) Without prejudice to the above provisions, any reference in this Agreement to any Annual Financial Statements and Quarterly Financial Statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Business Plan was prepared.
(e) Notwithstanding the provisions of paragraphs (a) to (c) above, the scope and format of the Annual Financial Statements and Quarterly Financial Statements will reflect the current reporting practices of the Parent as previously notified to the Original Subscribers as used for the preparation of the relevant Original Financial Statements and the Business Plan, and (as long as the Parent is listed) consistent with those used by the Parent to report to the market as listed company.

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(f) Whilst a Material Event of Default is continuing, the Agent may, after consultation with the Issuers in good faith as to the scope of any investigation, appoint an independent auditor ( provided that the identity of the auditor and its scope of work shall be agreed between the Issuers acting in good faith and the Agent (acting on the instructions of the Majority Bondholders)) to have access to the books and records of the Issuers or (to the extent necessary to investigate the relevant Event of Default) any other member of the Group on reasonable written prior notice, during normal business hours and subject to confidentiality restrictions.
(g) For the purpose of paragraph (f) above, " Material Event of Default " means an Event of Default under any of:
(i) Clause 27.1 ( Non-payment );
(ii) Clause 27.2 ( Financial covenant ) on a Test Date falling on 31 December or on two consecutive Test Dates;
(iii) Clause 27.6 ( Insolvency );
(iv) Clause 27.7 ( Insolvency proceedings
(v) Clause 27.8 ( Creditors’ process ); or
(vi) Clause 27.12 ( Audit qualification ).

24.4 BUDGET

(a) Commencing with the Financial Year beginning 1st January 2022, the Parent shall supply to the Agent by no later than sixty (60) days after the start of each of its Financial Year an annual Budget for that Financial Year.
(b) The Parent shall ensure that each Budget:
(i) is in a form reasonably acceptable to the Agent and includes:
- (A) a projected consolidated monthly profit and loss and monthly free cashflow forecast for the Group in the same format as for the Monthly Management Accounts together the projected amounts of Cash, gross debt and Total Net Debt on a monhly basis;
- (B) management commentary; and
- (C) projected financial covenant calculations,

for that Financial Year;

(ii) is prepared in accordance with the Accounting Principles and the accounting practices and financial reference periods applied to financial statements under Clause 24.1 ( Financial statements ); and
(iii) has been approved by the board of directors (or equivalent corporate body) of the Parent.
(c) If the Parent updates or changes the Budget in any material manner, it shall promptly (but in any event not more than thirty (30) days of the material update or change being made) deliver

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to the Agent, in sufficient copies for each of the Bondholders, such updated or changed Budget together with a written explanation of the main updates or changes to/in that Budget.

24.5 QUARTERLY PRESENTATIONS

The Parent shall:

(a) give access to, and allow the Bondholders to attend, any quarterly presentation made to the shareholders of the Parent in the context of the delivery of its consolidated quarterly financial statements, in the same conditions and with the same level of information;
(b) make available at least the chief financial officer and/or the chief executive officer of the Parent, at a time to be agreed with the Agent (acting reasonably) during normal business hours and upon reasonable notice (provided this does not unduly interfere with the Group's normal course of business) to attend and/or make a presentation to the Bondholders at a meeting (in the form of a conference call), regarding the business, financial performance and prospects of the Group, once in each Financial Year of the Group, commencing with respect to the Financial Year ending on 31 December 2022; and
(c) if the Parent ceases to be listed on the TSX, make the presentation to the Bondholders referred to in paragraph (b) above at a meeting (in the form of a conference call) to be held quarterly (and not once) in each Financial Year of the Group.

24.6 INFORMATION: MISCELLANEOUS

The Parent shall supply to the Agent:

(a) as soon as reasonably practicable after they are available, but in any event within sixty (60) days in respect of any Quarter Period ending after the Closing Date commencing with the Quarter Period ending on 30 June 2021, the non-audited individual financial statements of the Company for that Quarter Period;
(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened in writing or pending (and not unconditionally withdrawn) against any member of the Group and which would be expected to be adversely determined and, if so determined, have or would be expected to have a Material Adverse Effect; and
(c) promptly on request, such further information regarding the financial condition, business and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, but excluding for the avoidance of doubt any requirement to prepare or deliver additional financial statements for individual members of the Group), as any Finance Party through the Agent may reasonably request (subject to any confidentiality undertakings and other than any price sensitive commercial information).

24.7 NOTIFICATION OF DEFAULT

(a) Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
(b) Promptly upon a request by the Agent, the Parent shall supply to the Agent a certificate signed by its chief executive officer or chief financial officer on its behalf certifying that no

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Default is continuing (or, if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

24.8 KNOW YOUR CUSTOMER CHECKS

(a) If:
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Closing Date;
(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the Closing Date; or
(iii) a proposed transfer by a Bondholder of any of its rights and/or obligations under this Agreement to a party that is not a Bondholder prior to such transfer,

obliges the Agent or any Bondholder (or, in the case of paragraph (iii) above, any prospective new Bondholder) in accordance with law or its general business requirements to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Bondholder supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Bondholder) or any Bondholder (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Bondholder) in order for the Agent, such Bondholder or, in the case of the event described in paragraph (iii) above, any prospective new Bondholder to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Bondholder shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
(c) Following the giving of any notice pursuant to paragraph (b) above, if the accession of such Additional Guarantor obliges the Agent or any Bondholder to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Bondholder supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Bondholder) or any Bondholder (for itself or on behalf of any prospective new Bondholder) in order for the Agent or such Bondholder or any prospective new Bondholder to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

24.9 USE OF WEBSITES

The Parent may satisfy its obligation under this Clause 24 to deliver any information by posting this information onto an electronic website designated by the Parent and the Agent.

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25. FINANCIAL COVENANT

25.1 FINANCIAL DEFINITIONS

In this Agreement:

" Acceptable Funding Sources " means:

(a) any Shareholders’ Injection;
(b) any Permitted Financial Indebtedness; and
(c) Cash and Cash Equivalent Investments held by members of the Group provided that such Cash and Cash Equivalent Investments would otherwise have been able to be used at that time to make a Permitted Payment to the Investors but which has not actually been paid,

to the extent Not Otherwise Applied.

" Borrowings " means, at any time, the outstanding principal or capital amount of any Financial Indebtedness of the Group, provided that :

(a) Financial Indebtedness owed by one member of the Group to another member of the Group;
(b) Subordinated Shareholder Debt or shareholder loans or other non-cash pay interest financings subordinated in the same terms (to the extent subordinated under the Intercreditor Agreement or otherwise on terms acceptable to the Majority Bondholders), share capital (whether preferred, ordinary or otherwise) or post-employment benefit scheme liabilities;
(c) Treasury Transactions under paragraph (f) of the definition of "Financial Indebtedness"; and
(d) Financial Indebtedness relating to all contingent liabilities under a guarantee, indemnity, bond, standby or documentary letter of credit shall not be taken into account, unless the underlying liability covered by such instrument has become due and payable and remains unpaid,

shall not constitute Borrowings.

" Business Acquisition " means the acquisition of or investment in a company or any shares (or equivalent ownership interests), or securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company corresponding to a Permitted Acquisition or Permitted Joint Venture.

" Capital Expenditure " means any expenditure or obligation (other than expenditure or obligations in respect of Business Acquisitions or Restructuring Costs) in respect of cash expenditure which, in accordance with the Accounting Principles, is treated as capital expenditure.

" Capitalised Lease Obligations " means, with respect to any person, any obligation (including any hire purchase payment obligation) that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of IFRS.

" Consolidated EBITDA " means, for any Relevant Period, the net income (loss) after taxes ( résultat net ) of the Group determined on a consolidated basis on the basis of IFRS (including the results from discontinued operations) without double counting, excluding Interest Payable and other financing

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costs (whether payable in cash, accrued or compounded), including amortization of debt issuance cost;

(a) after deducting Interest Income due to members of the Group (other than from members of the Group);
(b) excluding any amount of tax on profits, gains or income paid or payable or deducted by any member of the Group (including CVAE ( Cotisation sur la Valeur Ajoutée des Entreprises )). For the avoidance of doubt, CICE ( Crédit d'Impôt Compétitivité-Emploi ) and CIR ( Crédit d’Impôt Recherche ) profits shall be included in Consolidated EBITDA;
(c) excluding any amount attributable to amortisation or impairment of intangible assets (including amortisation or impairment of any goodwill arising on any Qualifying Permitted Acquisition), depreciation or impairment of tangible assets, depreciation or impairment of Current Assets and any impairments and any non-cash costs or provisions relating to any share option schemes or any management equity programme of any member of the Group implemented on or after the Closing Date;
(d) excluding any items (positive or negative) of a one-off, non-recurring, extraordinary or exceptional nature (including, for the avoidance of doubt, any abort costs relating to a Business Acquisition);
(e) after adding (to the extent not already included) the realised gains or deducting (to the extent not otherwise deducted) the realised losses arising at maturity or on termination of forward foreign exchange and other currency hedging contracts entered into with respect to the operational cash flows of the Group (but taking no account of any unrealised gains or loss on any hedging instrument whatsoever);
(f) excluding any (x) unrealised gains or losses on interests hedging or other interests derivatives or (y) realised gains or losses on interests hedges or other interests derivatives entered in relation to the Facilities but (z) after taking into account any realised gains or losses on hedges or other derivatives entered into in the ordinary course of trading;
(g) after including the amount of profit or loss of any member of the Group which is attributable to any third party (not being a member of the Group) which is a shareholder (or holder of similar ownership interests) in such member of the Group but after deducting any dividends or other profit distributions (net of any applicable withholding tax) paid in cash to such minority shareholders (or holders of similar ownership interests) in the relevant member of the Group;
(h) excluding any expense referable to equity settled share based compensation of employees or management or one-off compensation or payments to departing management and any provision relating to any employee benefit scheme;
(i) excluding any unrealised gains or losses on any financial instrument (other than any hedging or derivative instruments);
(j) excluding any fees, costs or charges in each case related to any actual or attempted, equity or debt offering, financing, investments (including any investment in a Joint Venture), acquisitions (including any Qualifying Permitted Acquisition) or incurrence of Permitted Financial Indebtedness;
(k) excluding any gains or losses arising on:
(i) Restructuring Costs incurred during such period;

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(ii) disposals or write downs of non-Current Assets;
(iii) litigation settlements; or
(iv) the disposal of assets associated with discontinued operations;
(l) excluding any loss or gain against book value arising on a disposal of any asset (other than stock disposed of in the ordinary course of trading) during that Relevant Period;
(m) excluding any fees or expenses paid (directly or indirectly) to the Investors, the Agent, the Security Agent or any agent or security agent in respect of any Financial Indebtedness and Holding Company costs permitted to be paid under the Finance Documents;
(n) excluding any adjustments arising from fair value adjustments or step up depreciation following any future reorganisation;
(o) excluding any purchase price allocation impacts from inventory in connection with any future Permitted Acquisition;
(p) excluding unrealised gains and losses due to currency fluctuations or translation of currency debt;
(q) before deducting expenses relating to pensions including service costs and pension interest costs but after deducting Pension Items;
(r) after adding (to the extent not already included) any amounts reasonably claimed in respect of such Relevant Period under loss of profit, business interruption or equivalent insurance, properly documented and certified by the chief financial officer of the Group;
(s) excluding any expense related to client discount on early payments;
(t) excluding any R&D costs corresponding to costs integrated in CIR (French tax credit) fillings (to the extent not otherwise deducted); and
(u) excluding the amount of any development costs or other similar costs that are any costs that are capitalised,

provided that no amount shall be added (or deducted) more than once.

" Consolidated Total Net Debt " means, at any time, the aggregate amount of all obligations of the Group for or in respect of Borrowings (without double counting) including Capitalised Lease Obligations (taking into account, for the avoidance of doubt, any operational leases comprised in the definition of Capitalised Lease Obligations as required under the applicable accounting treatment and in particular IFRS 16) up to the amount of the capitalised value thereof, but:

(a) deducting the aggregate amount of Cash and Cash Equivalent Investments; and
(b) for the avoidance of doubt, including the shares of net debt of (i) Joint Ventures and (ii) investments which are not consolidated under the equity method (to the extent they are taken into account in the Consolidated EBITDA).

" Current Assets " means the aggregate (on a consolidated basis) of all inventory (finished goods, work in progress, raw material) trade and other receivables of each member of the Group including prepayments in relation to operating items and sundry debtors (but excluding Cash and Cash Equivalent Investments of the Group) expected to be realised within twelve (12) Months from the date of computation but excluding amounts in respect of:

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(a) receivables in relation to rebates for Tax or credits on profits;
(b) insurance claims;
(c) extraordinary items, exceptional items and other non-operating items;
(d) any accrued Interest (or any item excluded from that definition) or Financial Indebtedness owing to any member of the Group; and
(e) amounts owed by any vendor in connection with a Qualifying Permitted Acquisition (except working capital adjustments).

" Current Liabilities " means the aggregate (on a consolidated basis) of all liabilities (including trade creditors, accruals, provisions and prepayments) of each member of the Group falling due within twelve (12) Months from the date of computation but excluding amounts in respect of:

(a) liabilities for Financial Indebtedness and Interest (or any item excluded from that definition);
(b) liabilities for Tax on profits;
(c) extraordinary items, exceptional items and other non-operating items;
(d) liabilities in relation to dividends or other profit distributions declared but not paid by the Company or by a member of the Group in favour of a person which is not a member of the Group; and
(e) amounts due to the vendors in connection with any Qualifying Permitted Acquisition (except working capital adjustments).

" EBITDA " means, in respect of an entity, for any period for which it is being calculated, its Consolidated EBITDA measured as if references in the definition of "Consolidated EBITDA" to "Group" were (a) references to "Material Company" (only) for the purposes of determining EBITDA of a Material Company and (b) references to that entity and its Subsidiaries (if any) for all other purposes.

" exceptional items " means any items of an unusual, one off, non-recurring, extraordinary or exceptional nature.

" First Test Date " means the second Quarter Date following the Closing Date.

" Interest " means interest and amounts in the nature of interest in respect of any Borrowings paid or payable in respect of that Relevant Period including, without limitation:

(a) the interest element of Capitalised Lease Obligations, provided that , for the purposes of this definition, interest on a Capitalised Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such person to be the rate of interest implicit in such Capitalised Lease Obligation in accordance with IFRS;
(b) discount and acceptance fees payable (or deducted) in respect of any Borrowings;
(c) fees payable in connection with the issue or maintenance of any bond, letter of credit, guarantee or other assurance against financial loss (including derivative instruments) which constitutes Borrowings and is issued by a third party on behalf of a member of the Group; and
(d) commitment, utilisation and non-utilisation fees payable or incurred in respect of Borrowings,

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but excluding all arrangement, underwriting and participation fees, original issue discount and similar issue costs, repayment and prepayment premiums, fees or costs, costs relating to any Business Acquisition and any amortization of any such fees, costs discount or premium and any fronting arrangements, any capitalised interest or other non-cash return, any withholding tax on interest receivable, received, payable or paid, any such amounts that are payable in respect of any Borrowings that is repaid as part of a Qualifying Permitted Acquisition (to the extent financed by Permitted Financial Indebtedness), any dividends on preference shares or any realised or unrealised gains or losses on any financial instrument and deemed finance charges.

" Interest Income " means, for the Relevant Period, the amount of Interest (including amounts deducted from that definition) accrued (whether or not received) due to members of the Group during such period.

" Interest Payable " means for any Relevant Period, the aggregate of Interest (whether or not paid or capitalised) during that Relevant Period but excluding any capitalised Interest, the amount of any discount amortised and other non-cash interest charges during such Relevant Period, and calculated on the basis that:

(a) the amount of Interest accrued will be increased by an amount equal to any amount payable by members of the Group under hedging agreements in respect of Interest (including, in so far as they relate to Interest, currency hedging arrangements and with any premium, termination and close-out payments or other one-off, non-recurring amounts to be excluded) in relation to that Relevant Period, but for the avoidance of doubt does not include any unrealised hedging arrangements; and
(b) the amount of Interest accrued will be reduced by an amount equal to any amount payable to members of the Group under hedging agreements (including, in so far as they relate to Interest, currency hedging arrangements and with any premium, termination and close-out payments or other one-off, non-recurring amounts to be excluded) in relation to that Relevant Period, but for the avoidance of doubt does not include any unrealised hedging arrangements.

" Leverage Ratio " has the meaning given to that term in Clause 25.2 (Financial condition).

" Not Otherwise Applied " means, in relation to any amount which is proposed to be applied or included, that such amount has not been (and is not simultaneously being) included, applied, designated or taken into account in respect of, any other calculation, use, event, transaction or permission.

" Pension Items " means the current cash service costs attributable to any income or charge attributable to a post-employment benefit scheme.

" Quarter Date " means 31 March, 30 June, 30 September and 31 December in any Financial Year.

" Quarter Period " means the period commencing on the day immediately following a Quarter Date and ending on the next occurring Quarter Date.

" Relevant Period " means each period of twelve (12) Months ending on the last day of each Quarter Date.

" Restructuring Costs " means costs, expenses or losses relating to employee relocation, retraining, severance and termination, business interruption, reorganisation and other restructuring or cost-cutting measures, the rationalization, re-branding, start-up, reduction or elimination of product lines, assets or businesses, the consolidation, relocation, or closure of retail, administrative or production locations and other similar items (for the avoidance of doubt, excluding any related Capital Expenditure) within

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a maximum of ten per cent (10%) of the Consolidated EBITDA for the Relevant Period. The amount and details of the Restructuring Costs shall be delivered to the Agent as part of the annual reporting.

" Working Capital " means the sum of all inventory, trade and other accounts receivable, accruals and deferred revenues minus all trade and other accounts payable and other Current Liabilities.

No item shall be added or subtracted more than once in any calculation for the purposes of Clause 25.2 ( Financial condition ).

25.2 FINANCIAL CONDITION

From and including each Relevant Period ending on or after the First Test Date (each, a " Test Date "), the Parent shall ensure that the ratio of Consolidated Total Net Debt as at any Quarter Date to Adjusted EBITDA in respect of the Relevant Period ending on that date (the " Leverage Ratio ") will not exceed the ratio set opposite that Quarter Date below in the column headed "Maximum Leverage Ratio":

Quarter Date	Maximum Leverage Ratio
31 December 2021	3.40:1
31 March 2022	3.90:1
30 June 2022	3.80:1
30 September 2022	3.60:1
31 December 2022	2.80:1
31 March 2023	3.20:1
30 June 2023	2.90:1
30 September 2023	2.60:1
31 December 2023	2.20:1
31 March 2024	2.50:1
30 June 2024	2.30:1
30 September 2024	2.10:1
31 December 2024	2.00:1
31 March 2025	2.00:1
30 June 2025	2.00:1
30 September 2025	2.00:1

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25.3 FINANCIAL TESTING

(a) The financial covenant set out in Clause 25.2 ( Financial condition ) shall be calculated in accordance with the Original Accounting Principles and tested by reference to each set of the Quarterly Financial Statements and the Annual Financial Statements and each Compliance Certificate delivered pursuant to Clause 24.2 ( Provision and contents of Compliance Certificate ) accompanying such financial statements.
(b) The exchange rate used for the Relevant Period in relation to Consolidated Total Net Debt and Consolidated EBITDA shall be determined in accordance with IFRS rules used to establish the relevant financial statements ( provided that , where applicable, any amount of Financial Indebtedness will be stated so as to take into account the hedging effect of any currency hedging entered into in respect of or by reference to that Financial Indebtedness).
(c) In the event that there is any adjustment to a scheduled payment date to avoid payments becoming due on a day which is not a Business Day, if that adjustment results in a payment being paid in a Relevant Period in which it would otherwise not have been paid, for the purpose of calculating the Leverage Ratio such payment shall be treated as if it was paid in the Relevant Period in which it would have been paid save for any such adjustment.
(d) In relation to the financial definitions and all other related provisions of the Finance Documents, all calculations will be as determined in good faith by the chief financial officer of the Company.

25.4 EQUITY CURE

(a) If the Parent is (or anticipate that it will be), as at the Quarter Date falling at the end of any Relevant Period, in breach of its obligations under Clause 25.2 ( Financial condition ) but, within twenty (20) Business Days of the last date permitted for delivery of the relevant Compliance Certificate to the Agent, the Parent receive Shareholders’ Injection by way of cash and the Parent designates (by notice to the Agent) such Shareholders’ Injection as being provided pursuant to this paragraph (a), immediately following the provision of such Shareholders’ Injection, the financial covenant set out in Clause 25.2 ( Financial condition ) shall be tested or re-tested (as applicable) as at the relevant Quarter Date but on a pro forma basis so that the Consolidated Total Net Debt will be reduced by an amount equal to the amount of Shareholders’ Injection provided and the results of the retest shall apply for the purposes of this Clause 25.4.
(b) Any cure rights exercised under this Clause 25.4 will only have the effect of curing breaches under Clause 25.2 ( Financial condition ) and will have no other effect. Any Shareholders’ Injection provided as an equity cure may not be designated for any other purpose.
(c) The Parent may not exercise its rights under paragraph (a) above in consecutive financial quarters nor more than four (4) times in aggregate over the life of the Bonds.
(d) There shall be no restriction on the amount of Shareholders’ Injection applied under this Clause 25.4 exceeding the minimum amount required to prevent or cure any failure to satisfy the financial covenant set out in Clause 25.2 ( Financial condition ).
(e) There will be no requirement to apply any Shareholders’ Injection in prepayment of the Bonds.

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25.5 DEEMED REMEDY

(a) Notwithstanding any other term of this Agreement, if (x) any Compliance Certificate delivered by the Parent pursuant to Clause 24.2 ( Provision and contents of Compliance Certificate ) shows that the Parent is in breach of its obligations under this Clause 25 ( Financial Covenant ) as at the last date of the financial quarter for which such Compliance Certificate is provided (the " Breach Quarter ") and, if by the date the Compliance Certificate for any subsequent financial quarter (the " Subsequent Quarter ") is due to be delivered, such Compliance Certificate has been delivered and shows that the Company is in compliance with all its obligations under this Clause 25 ( Financial Covenant ) as at the last date of the Subsequent Quarter, and the Agent (acting on behalf of the Bondholders) has not exercised any of the rights set out in Clause 27.19 ( Acceleration ), then the breach of the financial covenant set out in Clause 25.2 ( Financial condition ) shown by the Compliance Certificate relating to the Breach Quarter shall be deemed remedied for the purposes of this Clause 25 ( Financial Covenant ).
(b) For the avoidance of doubt, such breach shall be continuing until the last date of the Subsequent Quarter and nothing in this Clause 25.5 shall prohibit the Finance Parties from exercising their rights under the Finance Documents (including any acceleration or enforcement action), or from continuing any action initiated, in respect of such breach prior to that date.

26. GENERAL UNDERTAKINGS

The undertakings in this Clause 26 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

Authorisations and compliance with laws

26.1 AUTHORISATIONS

Each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(a) enable it to perform its obligations under the Finance Documents;
(b) subject to the Legal Reservations and Perfection Requirements ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and
(c) carry on its business,

in each case, where failure to do so has or could reasonably be expected to have a Material Adverse Effect.

26.2 COMPLIANCE WITH LAWS

Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will) comply in all respects with all laws to which it may be subject, if failure so to comply would have or be expected to have a Material Adverse Effect.

26.3 ENVIRONMENTAL COMPLIANCE

Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will):

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(a) comply with all Environmental Laws;
(b) obtain, maintain and ensure compliance with all requisite Environmental Permits; and
(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or would reasonably be expected to have a Material Adverse Effect.

26.4 ENVIRONMENTAL CLAIMS

Each Obligor shall (through the Parent), promptly upon becoming aware of the same, inform the Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or, to the best of its knowledge after having made due and careful inquiry, threatened in writing (and not unconditionally withdrawn); and
(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened in writing (and not unconditionally withdrawn) against any member of the Group,

where the claim, if determined against that member of the Group, has or could reasonably be expected to have a Material Adverse Effect.

26.5 TAXATION

(a) Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:
(i) such payment is being contested in good faith;
(ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 24.1 ( Financial statements ); and
(iii) such payment can be lawfully withheld,

and failure to pay those Taxes does not have or would not reasonably be expected to have a Material Adverse Effect.

(b) The Issuers may not change its residence for Tax purposes.

Restrictions on business focus

26.6 MERGER

No Obligor shall (and each Obligor shall ensure that no other member of the Group that is its Subsidiary will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction other than a Permitted Reorganisation.

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26.7 CHANGE OF BUSINESS

The Parent shall procure that no substantial change is made to the general nature of the business of the Group taken as a whole from that carried on by the Group at the date of this Agreement.

26.8 ACQUISITIONS

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no other member of the Group that is its Subsidiary will):
(i) acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or
(ii) incorporate a company.
(b) Paragraph (a) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:
(i) a Permitted Acquisition; or
(ii) a Permitted Transaction.

26.9 JOINT VENTURES

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) after the Closing Date:
(i) enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or
(ii) transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of or assume the liabilities of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).
(b) Paragraph (a) above does not apply to any acquisition of (or agreement to acquire) any interest in a Joint Venture or transfer of assets (or agreement to transfer assets) to a Joint Venture or loan made to or guarantee or assumption given in respect of the obligations of a Joint Venture if such transaction is a Permitted Transaction or if such Joint Venture is a Permitted Joint Venture.

26.10 HOLDING COMPANIES

The Parent shall not trade, carry on any business, acquire any persons or businesses or make any investments therein or in any Joint Venture, own or acquire any assets or incur any liabilities, except in each case for any Permitted Holding Company Activity.

Restrictions on dealing with assets and Security

26.11 PRESERVATION OF ASSETS

Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets

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necessary in the conduct of its business to the extent failure to do so would have or be expected to have a Material Adverse Effect.

26.12 INTELLECTUAL PROPERTY

Each Obligor shall (and shall procure that each member of the Group that is its Subsidiary will):

(a) preserve and maintain the subsistence and validity of the Intellectual Property necessary for the business of the relevant Group member;
(b) use reasonable endeavours to prevent any infringement in any material respect of the Intellectual Property;
(c) make registrations and pay all registration fees and taxes necessary to maintain the Intellectual Property in full force and effect and record its interest in that Intellectual Property;
(d) not use or permit the Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Intellectual Property which may materially and adversely affect the existence or value of the Intellectual Property or imperil the right of any member of the Group to use such property; and
(e) not discontinue the use of the Intellectual Property,

where failure to do so, in the case of paragraphs (a) to (c) above, or, in the case of paragraphs (d) and (e) above, such use, permission to use, omission or discontinuation, would have or be expected to have a Material Adverse Effect.

26.13 PARI PASSU RANKING

Subject to the Legal Reservations, each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

26.14 NEGATIVE PLEDGE

(a) In this Clause 26.14, " Quasi-Security " means:
(i) a sale, transfer or other disposal of assets on terms whereby they are or may be leased to or re acquired by any member of the Group;
(ii) a sale, transfer or other disposal of receivables on recourse terms;
(iii) the entry into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iv) the entry into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(b) Except as permitted under paragraph (c) below:

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(i) no Obligor shall (and each Obligor shall ensure that no other member of the Group that is its Subsidiary will) create or permit to subsist any Security over any of its assets; and
(ii) no Obligor shall (and each Obligor shall ensure that no other member of the Group that is its Subsidiary will) enter into an arrangement or transaction constituting QuasiSecurity.
(c) Paragraphs (b)(i) and (b)(ii) above do not apply to any Security or (as the case may be) Quasi-Security, which is:
(i) Permitted Security; or
(ii) a Permitted Transaction.

26.15 DISPOSALS

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal which is:
(i) a Permitted Disposal; or
(ii) a Permitted Transaction.

26.16 ARM'S LENGTH BASIS

(a) Except as permitted by paragraph (b) below, no Obligor shall enter into any transaction with a non-Obligor and the Parent shall ensure no member of the Group will enter into any material transaction with any person except on arm's length terms and for full market value (or on terms which are more favourable to the Obligors or, as applicable, members of the Group than arm's length terms).
(b) The following transactions shall not be a breach of this Clause 26.16:
(i) any intra-group loan constituting Permitted Loan;
(ii) any Permitted Securities Issue;
(iii) any Permitted Transaction; or
(iv) any Permitted Payment.

Restrictions on movement of cash – cash out

26.17 LOANS OR CREDIT

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) be a creditor in respect of any Financial Indebtedness.

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(b) Paragraph (a) above does not apply to a Permitted Loan or a Permitted Transaction.

26.18 NO GUARANTEES OR INDEMNITIES

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) incur or allow to remain outstanding any guarantee, indemnity or off-balance sheet liabilities in respect of any obligation of any person.
(b) Paragraph (a) above does not apply to a guarantee, indemnity or off-balance sheet liability which is a Permitted Guarantee or a Permitted Transaction.

26.19 DIVIDENDS AND SHARE REDEMPTION

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor ensure that no other member of the Group that is its Subsidiary will):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted Payment;
(ii) a Permitted Transaction; or
(iii) salaries to managers who have an employment contract with the Parent.

26.20 SUBORDINATED SHAREHOLDER DEBT

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will):
(i) repay or prepay any principal amount (or capitalised interest) outstanding under the Subordinated Shareholder Debt;
(ii) pay any interest or any other amounts payable in connection with the Subordinated Shareholder Debt; or
(iii) purchase, redeem, defease or discharge any amount outstanding with respect to the Subordinated Shareholder Debt.
(b) Paragraph (a) above does not apply to:
(i) a Permitted Payment; or

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(ii) a Permitted Transaction.

Restrictions on movement of cash – cash in

26.21 FINANCIAL INDEBTEDNESS

(a) Except as permitted under paragraph (b) below, no Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) incur or allow to remain outstanding any Financial Indebtedness.
(b) Paragraph (a) above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness or a Permitted Transaction.

26.22 SHARE CAPITAL

No Obligor shall (and each Obligor shall ensure no member of the Group that is its Subsidiary will) issue any shares except pursuant to a Permitted Securities Issue or a Permitted Transaction.

Miscellaneous

26.23 INSURANCE

(a) Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will) maintain insurances on and in relation to its business and assets against material risks to the extent usual for companies carrying on the same or substantially similar business in the relevant jurisdiction.
(b) All insurances must be with reputable independent insurance companies or underwriters, provided that if an insurer ceases to be a reputable insurance company, no breach of this provision shall arise if the relevant member of the Group is able to give reasonable evidence to the Agent of the fact that it is using its best efforts to replace such insurer by a reputable incurance company.

26.24 PENSIONS

Each Obligor shall (and shall ensure that each member of the Group that is its Subsidiary will) procure that the pension schemes of each member of the Group are funded to the extent required by law or otherwise comply with the requirements of any material law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, where failure to do so would have a Material Adverse Effect. Notwithstanding the foregoing, no Obligor will sponsor, contribute to, participate in, maintain, or suffer to exist any liabilities, contingent or otherwise, or permit, cause or suffer to exist any Subsidiary thereof to sponsor, contribute to, participate in, maintain or suffer to exist any liabilities in respect of any Canadian Defined Benefit Plan.

26.25 TREASURY TRANSACTIONS

No Obligor shall (and each Obligor shall ensure that no member of the Group that is its Subsidiary will) enter into any Treasury Transaction, other than Permitted Treasury Transactions.

26.26 GUARANTORS

(a) The Parent shall ensure that by the date which is one hundred and twenty (120) days after (and excluding):

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(i) the Closing Date: each member of the Group required to comply with the Guarantor Coverage Test by reference to the Original Financial Statements; and
(ii) the date on which the Annual Financial Statements are delivered to the Agent pursuant to the terms of this Agreement: each member of the Group required to comply with the Guarantor Coverage Test by reference to such Annual Financial Statements,

shall accede to this Agreement as a Guarantor.

(b) The Parent shall ensure that (for the first time) within one hundred twenty (120) calendar days following the Closing Date and (thereafter) annually on the date on which the Compliance Certificate relating to the Annual Financial Statements is required to be delivered to the Agent in each Financial Year (each, for the purpose of this Clause, a " Test Date "), by reference to (for the first time) the Original Financial Statements and (thereafter) the Annual Financial Statements so delivered to the Agent, the aggregate of earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) (calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) of members of the Group which are Guarantors is equal to or exceeds 80% (the " Guarantor Coverage Test ") of the Adjusted EBITDA, provided that , if on the relevant Test Date the Guarantor Coverage Test would otherwise not be satisfied, no later than on such relevant Test Date, such other members of the Group shall accede as Additional Guarantors to ensure that the Guarantor Coverage Test is satisfied on such Test Date (calculated as if such Additional Guarantors had been Guarantors on the Closing Date or date of such Annual Financial Statements for the purposes of the relevant test) and provided that , if the Guarantor Coverage Test is satisfied within such time period, no Event of Default or other breach of the Finance Documents shall arise in respect thereof.

For the purposes of the calculation of the Guarantor Coverage Test:

(i) the negative EBITDA of any Guarantor shall be deemed to be zero for the purpose of calculating the numerator of the Guarantor Coverage Test; and
(ii) where the Agreed Security Principles prevent any member of the Group from acceding as a Guarantor (including members of the Group incorporated in Russia or in a country of the African continent (except for South Africa) which shall not be required to accede as Guarantors), the EBITDA of such member of the Group shall be excluded from the Adjusted EBITDA of the Group for the purposes of any calculation made pursuant to this Clause 26.26.
(c) The obligations of the Parent under paragraphs (a) and (b) above are subject to the limitations and restrictions set out under the Agreed Security Principles. Subject to the other provisions of the Agreed Security Principles, each Obligor must use its reasonable endeavours to mitigate the effect of any such limitations and restrictions (including any personal liability for that person’s officers or management) which arise pursuant to applicable law or regulation. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

26.27 FURTHER ASSURANCE

(a) Subject to the Agreed Security Principles, each Obligor shall (and shall procure that each member of the Group that is its Subsidiary will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as

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the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i) to perfect the Security created or intended to be created under or evidenced by the Transaction Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;
(ii) to confer on the Security Agent or confer on the Finance Parties, Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Transaction Security Documents; and/or
(iii) to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.
(b) Each Obligor shall (and shall procure that each member of the Group that is its Subsidiary shall) take all such action as is available to it (including making all filings and registrations) as may be reasonably necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

26.28 CENTRE OF MAIN INTERESTS

Each Obligor incorporated in a member state of the European Union will procure that its centre of main interest (as that term is used in Article 3(1) of the Regulation The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings) is situated in its country of incorporation.

26.29 SANCTIONS, ANTI-TERRORISM, ANTI-BRIBERY AND ANTI-MONEY LAUNDERING

(a) Each Obligor undertakes that it will not directly or indirectly use (or permit any other member of the Group to use) the Bonds or the proceeds of the Bonds, or lend, contribute or otherwise make available such proceeds to finance or facilitate any transaction with any Subsidiary, Joint Venture partner or other Person, to fund any activities or business of or with any Person that, at the time of such funding, is a Sanctioned Person or a Person that is resident or located in, or incorporated under the laws of, any Sanctioned Country, or in any other manner which would cause any Person (including any member of the Group or any Finance Party) to be in violation of any Sanctions.
(b) Each Obligor shall ensure that:
(i) no Person that is a Sanctioned Person will have any legal or beneficial interest in any funds repaid or remitted by the Issuers or any other Obligor to any Bondholder in connection with the Bonds; and
(ii) it shall not fund any amounts owing to the Bondholders in respect of the Bonds from any revenue or benefit derived directly or indirectly from any activity or dealing with a Sanctioned Person or in any other manner which would cause any Person (including any member of the Group or any Finance Party) to be in violation of any Sanctions.

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(c) Each Obligor shall (and shall procure that any member of the Group that is its Subsidiary will) implement and maintain appropriate policies and procedures reasonably designed to prevent any action that would be contrary to paragraphs (a) and (b) above.
(d) Each Obligor shall promptly upon becoming aware of the same, supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.
(e) Each Obligor undertakes that it will not, directly or indirectly, engage in any transaction, activity or conduct that would violate any applicable Sanctions.
(f) Each Obligor shall not directly or indirectly use the proceeds of the Bonds for any purpose which would breach the United Kingdom's Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or other similar anti-corruption and anti-money laundering regulations, rules and legislation in other jurisdictions.
(g) Each Obligor shall (and, with respect to paragraph (iii) below, shall procure that each member of the Group that is its Subsidiary will):
(i) conduct its businesses in compliance with applicable anti-bribery, anti-corruption rules, laws or regulations and anti-money laundering rules, laws or regulations;
(ii) promptly upon becoming aware of the same, supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to such laws or regulations; and
(iii) maintain policies and procedures designed to promote and achieve compliance with such laws or regulations.

26.30 DAC6

(a) In this Clause 26.30 ( DAC6 ), " DAC6 " means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.
(b) The Parent shall supply to the Agent (in sufficient copies for all the Bondholders, if the Agent so requests):
(i) promptly upon the making of such analysis or the obtaining of such advice, on a nonreliance basis and for information purposes only, any analysis made or advice obtained from an advisor on whether any transaction contemplated by the Finance Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Finance Documents contains a hallmark as set out in Annex IV of DAC6; and
(ii) promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6, in each case in relation to any transaction contemplated by the Finance Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Finance Documents, and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

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26.31 CHANGE IN ACCOUNTING REFERENCE DATE

The Issuers shall not change their Accounting Reference Date without the prior written consent of the Agent (acting solely on the instructions of the Majority Bondholders).

27. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 27 is an Event of Default (save for Clause 27.19 ( Acceleration ) and Clause 27.20 ( Clean-up Period )).

27.1 NON-PAYMENT

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) in the case of principal or interest, such non-payment is due solely to an administrative or technical error or delay, or a Disruption Event, and payment is made within three (3) Business Days of its due date; or
(b) in the case of any other payment (which does not fall within paragraph (a) above), payment is made within five (5) Business Days of its due date.

27.2 FINANCIAL COVENANT

Any requirement of Clause 25 ( Financial Covenant ) is not satisfied, subject to (for the avoidance of doubt) Clause 25.4 ( Equity Cure ) and Clause 25.5 ( Deemed Remedy ).

27.3 OTHER OBLIGATIONS

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.1 ( Non-payment ) and Clause 27.2 ( Financial covenant )).
(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within fifteen (15) Business Days of the earlier of:
(i) the Agent giving notice to the Parent or relevant Obligor; and
(ii) an Obligor becoming aware of the failure to comply,

provided that there shall be no remedy period applicable to a breach of an undertaking under Clause 26.29 ( Sanctions, Anti-Terrorism, Anti-Bribery and Anti-Money Laundering ).

27.4 MISREPRESENTATION

(a) Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.
(b) No Event of Default will occur under paragraph (a) above if the circumstances giving rise to that misrepresentation are capable of remedy and are remedied within fifteen (15) Business Days of the earlier of:

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(i) the Agent giving notice to the Parent or relevant Obligor; or
(ii) an Obligor becoming aware of such misrepresentation;

provided that there shall be no remedy period applicable to a breach of a representation under Clause 23.30 ( Sanctions, Anti-Corruption and Anti-Money Laundering Laws ).

27.5 CROSS DEFAULT

(a) Unless such event of default has been cured, or unconditionally waived by the relevant creditors or their representative:
(i) any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period;
(ii) any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or
(iii) any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).
(b) No Event of Default will occur under this Clause 27.5 if:
(i) the Financial Indebtedness described in paragraphs (a)(i) to (a)(iii) above is Subordinated Shareholder Debt or owed by one member of the Group to another member of the Group; or
(ii) the aggregate amount of Financial Indebtedness for Financial Indebtedness falling within paragraphs (a)(i) to (a)(iii) above which is not Financial Indebtedness of the type described in sub-paragraph (b)(i) above is equal or less than USD 3,000,000 (or its equivalent in any other currency or currencies).

27.6 INSOLVENCY

Either Issuer or Material Company:

(a) is unable or admits inability to pay its debts as they fall due or is deemed to, or is declared to, be unable to pay its debts under applicable law;
(b) suspends or threatens to suspend making payments on any of its debts; or
(c) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness (excluding any negotiations with Finance Parties or with any other member of the Group which is a creditor of intra-group loan or any Investors).

27.7 INSOLVENCY PROCEEDINGS

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(i) the suspension of payments, order for relief, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary or

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involuntary arrangement, scheme of arrangement or otherwise, including any proceeding under applicable corporate law seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all debts) of either Issuer or Material Company;

(ii) a composition, compromise, assignment or arrangement by reason of actual or anticipated financial difficulties with any creditor of either Issuer or Material Company;
(iii) the appointment of a liquidator, trustee, receiver, receiver-manager, monitor, custodian, administrative receiver, administrator, compulsory manager or other similar officer in respect of either Issuer or Material Company, or
(iv) the enforcement of any Security over any assets of any Material Company where such assets have an aggregate value in excess of USD 3,000,000 (or its equivalent in other currencies);

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to:
(i) any action or proceeding which is being contested in good faith and is discharged, stayed or dismissed within fifteen (15) Business Days of commencement; or
(ii) any solvent reorganisation that constitutes a Permitted Reorganisation.

27.8 CREDITORS’ PROCESS

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of any Obligors or Material Companies having an aggregate value of USD 3,000,000 (or its equivalent in other currencies) or more, provided that no Event of Default will occur under this Clause 27.8 if any such process is being contested in good faith and such process is discharged, stayed or dismissed within fifteen (15) Business Days of commencement.

27.9 UNLAWFULNESS AND INVALIDITY

Subject to the Legal Reservations and the Perfection Requirements:

(a) it is or becomes unlawful for an Obligor or any other party to the Intercreditor Agreement (other than a Finance Party) to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful, in each case, to an extent that individually or cumulatively is material and adverse to the interests of the Bondholders as a whole under the Finance Documents;
(b) any obligation or obligations of any Obligor under any Finance Documents or any other party under the Intercreditor Agreement (other than a Finance Party) are not or cease to be legal, valid, binding or enforceable and the cessation or ineffectiveness individually or cumulatively is material and adverse to the interests of the Bondholders under the Finance Documents; or
(c) any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be

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ineffective and the cessation individually or cumulatively materially and adversely affects the interests of the Bondholders under the Finance Documents,

provided that , if any such event or circumstance is capable of remedy, no Event of Default will occur provided it is remedied within fifteen (15) Business Days of written notice from the Agent.

27.10 INTERCREDITOR AGREEMENT

(a) Any party to the Intercreditor Agreement (other than a Secured Party (as defined therein)) fails to comply with the provisions of, or does not perform its obligations under, the Intercreditor Agreement; or
(b) a representation or warranty given by a party to the Intercreditor Agreement (other than a Secured Party (as defined therein)) in the Intercreditor Agreement is incorrect in any material respect,

and, in each case, it individually or cumulatively is material and adverse to the interests of the Bondholders under the Finance Documents, provided that if any such event or circumstance is capable of remedy, no Event of Default will occur provided it is remedied within fifteen (15) Business Days of written notice from the Agent (acting on the instructions of the Majority Bondholders).

27.11 CESSATION OF BUSINESS

All or substantially all of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) its business except as a result of a Permitted Disposal, a Permitted Reorganisation or a Permitted Transaction.

27.12 AUDIT QUALIFICATION

The Auditors qualify the Annual Financial Statements on the grounds of lack of access to adequate or reliable information or the business not being able to be carried on as a going concern or otherwise in a manner which is or could reasonably be expected to be (individually or cumulatively) materially adverse to the rights of the Bondholders under the Finance Documents.

27.13 EXPROPRIATION

The authority or ability of any Obligor or Material Company to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to it or any of its assets, to an extent which has or is reasonably likely to have a Material Adverse Effect.

27.14 REPUDIATION AND RESCISSION OF AGREEMENTS

Any party to the Finance Documents (other than the Finance Parties) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

27.15 LITIGATION

Any material litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes (other than vexatious litigation which is discharged within three (3) Months of official notice of such litigation being served on a member of the Group) are commenced or

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threatened in writing (and not unconditionally withdrawn) in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any member of the Group or such entity's respective assets or any judgment goes unsatisfied, in each case which has or is reasonably likely to have a Material Adverse Effect.

27.16 NON-COMPLIANCE WITH JUDGMENTS

Any member of the Group fails to comply with or to pay any sum due by it under any final judgment or final court order made by any court of competent jurisdiction within the time provided by law or by such judgment or order, whether in the nature of damages or specific performance or, in each case, legal concepts to that effect in any jurisdiction, in each case which has or is reasonably likely to have a Material Adverse Effect.

27.17 MATERIAL ADVERSE CHANGE

Any event or circumstance occurs which has a Material Adverse Effect.

27.18 NO TRANSFER OF SERVITEC FORACO SONDAGEM S.A.

Any transfer by Foraco Holding Participaçoes Ltda of one or more of shares owned by it in Servitec Foraco Sondagem S.A. to any third party (including, for the avoidance of doubt, any member of the Group), other any transfer of such shares to the Parent.

27.19 ACCELERATION

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Bondholders:

(a) terminate the availability of all or any of the Facilities and/or cancel some or all of the Total Commitments, at which time they shall immediately be terminated and/or cancelled (as applicable);
(b) declare that all or part of the amounts outstanding under the Bonds, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;
(c) declare that all or part of the Bonds be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Bondholders; and/or
(d) exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

27.20 CLEAN-UP PERIOD

(a) Notwithstanding any other provision of any Finance Document, for the duration of the Cleanup Period, the occurrence of any breach of representation or warranty, any breach of covenant or any Event of Default will be deemed not to be a breach of representation or warranty or a breach of covenant or an Event of Default if:
(i) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to any target (and its Subsidiairies) of a Qualifying

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Permitted Acquisition or any of its Subsidiaries (or any obligation to procure or ensure in relation to the same);

(ii) it is not an Event of Default specified in:
- (A) Clause 27.1 ( Non-payment );
- (B) Clause 27.3 ( Other obligations ) in so far as it relates to a breach of an undertaking under Clause 26.29 ( Sanctions, Anti-Terrorism, Anti-Bribery and Anti-Money Laundering ); or
- (C) Clause 27.4 ( Misrepresentation ) in so far as it relates to a breach of a representation under Clause 23.30 ( Sanctions, Anti-Corruption and AntiMoney Laundering Laws );
(iii) it is not outstanding at the end of the Clean-up Period;
(iv) it is capable of remedy before the end of the Clean-up Period and, if the Obligors are aware of such circumstances, reasonable steps are being taken to remedy it;
(v) the circumstances giving rise to it have not been procured by or approved by any entity which prior to the relevant Qualifying Permitted Acquisition was a member of the Group (and knowledge of that member of the Group does not entail procurement by any of them); and
(vi) it has not or is not reasonably expected to have a Material Adverse Effect.
(b) If the relevant circumstances are continuing on or after the expiry of the applicable Clean-up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

28. CHANGES TO THE BONDHOLDERS

28.1 TRANSFERS BY THE BONDHOLDERS

Subject to this Clause 28, a Bondholder (the " Existing Bondholder ") may freely transfer, subparticipate or sub-contract any of the Bonds and any of its rights and obligations under any Finance Document to any bank or financial institution or to a trust, fund or other entity (the " New Bondholder ") to the extent both the Existing Bondholder and the New Bondholder comply with the applicable restrictions set forth in Clause 2.3 ( Bond instruments: selling/transfer restrictions ).

28.2 PARENT CONSENT

(a) Notwithstanding Clause 28.1 ( Transfers by the Bondholders ), the consent of the Parent is required for a transfer, sub-participation or sub-contract by an Existing Bondholder, unless the transfer, sub-participation or sub-contract is:
(i) to any entity not identified on the Black List;
(ii) to another Bondholder or an Affiliate of any Bondholder;
(iii) to a fund which is a Related Fund of that Existing Bondholder;

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(iv) made at a time when a Material Event of Default is continuing; or
(v) a silent sub-participation arrangement whereby the Existing Bondholder retains full control, all voting rights and all obligations and liabilities under the Finance Documents (a " Silent Sub-participation ").
(b) The consent of the Parent to a transfer, sub-participation or sub-contract must not be unreasonably withheld or delayed (other than, for the avoidance of doubt, in relation to a Restricted Transfer). The Parent will be deemed to have given its consent ten (10) Business Days after the Existing Bondholder has requested it unless consent is expressly refused by the Parent within that time (other than, for the avoidance of doubt, in relation to a Restricted Transfer).
(c) If a New Bondholder becomes a Bondholder in respect of the Bonds but has failed to comply with the requirements of this Clause 28.2 at the time of becoming a New Bondholder then until the earlier of:
(i) such failure to comply being remedied; and
(ii) the Parent consenting to the New Bondholder or otherwise waiving compliance with those Clauses,

the New Bondholder will not be entitled to vote in respect of any waiver, amendment or modification requested by the Parent pursuant to the Finance Documents and the Commitments of such New Bondholder shall be deemed to be zero in ascertaining whether Majority Bondholder consent or unanimity has been obtained.

(d) The Agent shall, within five (5) Business Days of a reasonable request by any Party, provide a copy of the Black List to that Party.
(e) Notwithstanding anything to the contrary, no transfer, sub-participation or sub-contract in relation to a Bondholder's participation may be effected to:
(i) a person who is an Industrial Competitor;
(ii) a person which is (or would, upon becoming a Bondholder, be) a Defaulting Bondholder;
(iii) unless a Material Event of Default or an Event of Default under Clause 27.2 ( Financial covenant ) is continuing, a person which is a Loan to Own/Distressed Investor; or
(iv) (in the case of the Bonds A) a person which is incorporated or acting through a Facility Office situated in a Non-Cooperative Jurisdiction,

(each, a " Restricted Transfer ")

in each case, without the prior consent of the Parent (which shall not be unreasonably withheld).

28.3 OTHER CONDITIONS OF TRANSFER

(a) A transfer, sub-participation or sub-contract (other than, for the avoidance of doubt, any Silent Sub-participation) will only be effective if the New Bondholder enters into the

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documentation required for it to accede as a party to the Intercreditor Agreement and if the procedure set out in Clause 28.7 ( Procedure for transfer ) is complied with.

(b) Each New Bondholder, by executing the relevant Transfer Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Bondholder or Bondholders in accordance with this Agreement on or prior to the date on which the transfer, subparticipation or sub-contract (other than, for the avoidance of doubt, any Silent Subparticipation) becomes effective and that it is bound by that decision to the same extent as the Existing Bondholder would have been had it remained a Bondholder.
(c) When asking for the consent of the Parent or consulting with the Parent, the Existing Bondholder (to the extent such information is known to the Existing Bondholder (to the best of its knowledge)) must provide the Parent with the full legal name of the proposed New Bondholder or sub-participant and any split of the legal and beneficial ownership of a commitment including the full legal name of the beneficial owner and a copy of any Confidentiality Undertaking required to be obtained in accordance with the terms of this Agreement.
(d) Upon the request of Parent (such request to be made reasonably), the Agent shall, within three (3) Business Days of such request, provide the Parent with a list specifying each Bondholder and the details of any sub-participations entered into by the Bondholders which the Agent has been notified of.
(e) Notwithstanding the provisions of this Clause 28, on or prior to the Closing Date, the transfer of a Commitment by an Existing Bondholder (including with the consent of the relevant Issuer) shall not relieve the Existing Bondholder from its funding obligation under this Agreement unless and until that portion of the relevant Commitment so transferred has been funded in full by such New Bondholder.
(f) A transfer of part of a Bondholder's participation shall comply with the restrictions set forth in paragraph (e) of Clause 2.3 ( Bond instruments: selling/transfer restrictions), unless the Parent has agreed in writing to any lesser amount.

28.4 BLACK LIST

(a) The Obligors’ Agent shall have the right to add a potential transferee name to the Black List where such potential transferee has been acquired by, has merged with or has otherwise combined its operations with, a person who is included in the Black List.
(b) The Obligors’ Agent may request that any bank, financial institution or other entity (the " Potential Bondholder ") is added to the Black List with the prior written consent of the Agent (acting upon instructions of the Majority Bondholders).
(c) For the avoidance of doubt, an amendment to the Black List (including the addition of a Potential Bondholder on the Black List) will take effect on the first Business Day after notification of such amendment to the Agent (or, as the case may be, the first Business Day after the conditions for such amendment are satisfied) and will be without prejudice to the effect of any assignment or transfer which is made in accordance with Clause 28 ( Changes to the Bondholders ) pursuant to a binding agreement prior to the date of such amendment if such assignment or transfer would not have breached the transfer restrictions set out in Clause 28 ( Changes to the Bondholders ) on the date that such binding agreement was entered into.

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28.5 TRANSFER FEE

(a) Subject to paragraph (b) below, the New Bondholder shall, on the date upon which a transfer takes effect, pay to the Agent (for its own account) a fee of USD 3,500.
(b) No fee is payable pursuant to paragraph (a) above if:
(i) the Agent agrees that no fee is payable; or
(ii) the transfer is made by an Existing Bondholder:
- (A) to an Affiliate of that Existing Bondholder; or
- (B) to a fund which is a Related Fund of that Existing Bondholder.

28.6 LIMITATION OF RESPONSIBILITY OF EXISTING BONDHOLDERS

(a) Unless expressly agreed to the contrary, an Existing Bondholder makes no representation or warranty and assumes no responsibility to a New Bondholder for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents, the Transaction Security or any other documents;
(ii) the financial condition of any Obligor;
(iii) the performance and observance by any Obligor or any other member of the Group of its obligations under the Finance Documents or any other documents;
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document; or
(v) the existence of any transferred rights or receivables or their accessories,

and any representations or warranties implied by law are excluded.

(b) Each New Bondholder confirms to the Existing Bondholder, the other Finance Parties and the Secured Parties that it:
(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bondholder or any other Finance Party in connection with any Finance Document or the Transaction Security; and
(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
(c) Subject to paragraph (f) of Clause 28.3 ( Other conditions of transfer ), nothing in any Finance Document obliges an Existing Bondholder to:
(i) accept a retransfer from a New Bondholder of any of the rights and obligations transferred under this Clause 28; or

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(ii) support any losses directly or indirectly incurred by the New Bondholder by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

28.7 PROCEDURE FOR TRANSFER

(a) Subject to the conditions set out in Clause 28.2 ( Parent consent ) and Clause 28.3 ( Other conditions of transfer ) a transfer of Commitment or of Bonds shall be made by way of a Transfer Agreement and in case of transfer of Bonds, an ordre de mouvement , duly completed and executed by both the New Bondholder and the Existing Bondholder.
(b) The Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Agreement.
(c) A transfer shall only be effective and the Agent shall only be obliged to execute a Transfer Agreement delivered to it by the Existing Bondholder and the New Bondholder once:
(i) the New Bondholder executing the documentation required for it to accede as a party to the Intercreditor Agreement; and
(ii) it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Bondholder, the completion of which the Agent shall promptly notify to the Existing Bondholder and the New Bondholder.
(d) In case of transfer of Commitment which is Available Commitment:
(i) to the extent that in the Transfer Agreement the Existing Bondholder seeks to transfer its rights and its obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Bondholder shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the " Discharged Rights and Obligations ");
(ii) each of the Obligors and the New Bondholder shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Bondholder have assumed and/or acquired the same in place of that Obligor and the Existing Bondholder;
(iii) the Agent, the Security Agent, the New Bondholder and the other Bondholders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Bondholder been an Original Bondholder with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent and the Existing Bondholder shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Bondholder shall become a Party as a Bondholder.
(e) If:

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(i) a Bondholder transfers any of its rights and/or obligations under the Finance Documents or changes its Facility Office; and
(ii) as a result of circumstances existing at the date the transfer or change occurs, an Obligor would be obliged to make a payment to the New Bondholder or Bondholder acting through its new Facility Office under Clause 17 ( Tax Gross-Up and Indemnities ) or Clause 18 ( Increased Costs ),

then the New Bondholder or Bondholder acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Bondholder or Bondholder acting through its previous Facility Office would have been if the transfer or change had not occurred.

28.8 COPY OF TRANSFER AGREEMENT

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Agreement, send to the relevant Issuer a copy of that Transfer Agreement.

28.9 SECURITY OVER BONDHOLDERS' RIGHTS

In addition to the other rights provided to Bondholders under this Clause 28, each Bondholder may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Bondholder including, without limitation by way of:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) in the case of any Bondholder which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Bondholder as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Bondholder from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Bondholder as a party to any of the Finance Documents; or
(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Bondholder under the Finance Documents.

28.10 PRO RATA INTEREST SETTLEMENT

(a) If the Agent has notified the Bondholders that it is able to distribute interest payments on a " pro rata basis" to Existing Bondholders and New Bondholders then (in respect of any transfer pursuant to Clause 28.7 ( Procedure for transfer ) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
(i) any interest or fees in respect of the relevant Bonds which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Bondholder up to but excluding the Transfer Date (" Accrued Amounts ") and shall become due and payable to the Existing Bondholder (without further interest accruing

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on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six (6) Months, on the next of the dates which falls at six (6) Monthly intervals after the first day of that Interest Period); and

(ii) the rights transferred by the Existing Bondholder will not include the right to the Accrued Amounts so that, for the avoidance of doubt:
- (A) when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Bondholder; and
- (B) the amount payable to the New Bondholder on that date will be the amount which would, but for the application of this Clause 28.10, have been payable to it on that date, but after deduction of the Accrued Amounts.
(b) In this Clause 28.10 references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.
(c) An Existing Bondholder which retains the right to the Accrued Amounts pursuant to this Clause 28.10 but which does not have a Commitment shall be deemed not to be a Bondholder for the purposes of ascertaining whether the agreement of any specified group of Bondholders has been obtained to approve any request for a consent, waiver, amendment or other vote of Bondholders under the Finance Documents.

28.11 TRANSFER COSTS

No Obligor shall bear any taxes, notarial and security registration or perfection fees, costs or expenses in relation to a transfer by an Existing Bondholder to a New Bondholder.

28.12 FRENCH LAW PROVISIONS

For the purpose of the provisions of paragraph 2 of article 1334 of the French Civil Code each Party agrees that, following any transfer, sub-participation or sub-contract by way of novation under this Agreement, any Transaction Security Documents governed by French law and the obligations of any French Guarantor under this Agreement will be reserved and will continue in full force for the benefit of the then Finance Parties.

29. DEBT PURCHASE TRANSACTIONS

29.1 PERMITTED DEBT PURCHASE TRANSACTIONS

(a) The Issuers shall not, and shall procure that each other member of the Group shall not (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 29 or (ii) beneficially own all or any part of the share capital of a company that is a Bondholder or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction.
(b) A member of the Group may purchase by way of assignment, pursuant to 28 ( Changes to the Bondholders ), a participation in the Issue and any related Commitment where:
(i) no Event of Default is continuing or would result from such purchase;
(ii) such purchase is made for a consideration of less than par;

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(iii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below;
(iv) such purchase shall be applied against all Facilities on a pro rata basis between each of them; and
(v) the consideration for that purchase is funded exclusively from the proceeds of Shareholder’s Injection or if the Leverage Ratio as at the immediately preceding Quarter Date ( pro forma taking into account such purchase and related payment of purchase price) in respect of which annual or quarterly financial statements and the related Compliance Certificate have been delivered pursuant to Clause 24.1 ( Financial statements ) is equal to or less than 1.75x, Cash of the Group.
(c)
(i) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a " Solicitation Process ") which is carried out as follows.
(ii) Prior to 11.00 am on a given Business Day (the " Solicitation Day ") the Issuers or a financial institution acting on its behalf (the " Purchase Agent ") will approach at the same time each Bondholder which participates in the Bonds to enable them to offer to sell to the relevant member(s) of the Group an amount of their participation in the Issue. Any Bondholder wishing to make such an offer shall, by 11.00 am on the second Business Day following such Solicitation Day, communicate to the Purchase Agent details of the amount of its participations, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11.00 am on the third Business Day following such Solicitation Day and shall be capable of acceptance by the Issuers on behalf of the relevant member(s) of the Group on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Bondholder. The Purchase Agent (if someone other than the Issuers) will communicate to the relevant Bondholders which offers have been accepted by 12 noon on the third Business Day following such Solicitation Day. In any event by 5.00 pm on the fourth Business Day following such Solicitation Day, the Issuers shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process and the average price paid for the purchase of participations in the Issue. The Agent shall promptly disclose such information to the Bondholders.
(iii) Any purchase of participations in the Issue pursuant to a Solicitation Process shall be completed and settled on or before the fifth Business Day after the relevant Solicitation Day.
(iv) In accepting any offers made pursuant to a Solicitation Process the Issuers shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in the Issue it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in the Issue it receives two or more offers at the same price it shall only accept such offers on a pro rata basis.
(d)
(i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an " Open Order Process ") which is carried out as follows.

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(ii) The Issuers (on behalf of the relevant member(s) of the Group) may by itself or through another Purchase Agent place an open order (an " Open Order ") to purchase participations in the Issue up to a set aggregate amount at a set price by notifying at the same time all the Bondholders participating in the Bonds. Any Bondholder wishing to sell pursuant to an Open Order will, by 11.00 am on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations it is offering to sell. Any such offer to sell shall be irrevocable until 11.00 am on the Business Day following the date of such offer from the Bondholder and shall be capable of acceptance by the Issuers on behalf of the relevant member(s) of the Group on or before such time by it communicating such acceptance in writing to the relevant Bondholder.
(iii) Any purchase of participations in the Issue pursuant to an Open Order Process shall be completed and settled by the relevant member(s) of the Group on or before the fourth Business Day after the date of the relevant offer by a Bondholder to sell under the relevant Open Order.
(iv) If in respect of participations in the Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of the Issue would be exceeded, the Issuers shall only accept such offers on a pro rata basis.
(v) The Issuers shall, by 5.00 pm on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process. The Agent shall promptly disclose such information to the Bondholders.
(e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented.
(f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 29.1, notwithstanding any other term of this Agreement or the other Finance Documents:
(i) on completion of the relevant assignment pursuant to Clause 28 ( Changes to the Bondholders ), the portions of the Issue to which it relates shall be extinguished unless there is a material tax impact (and the Issuers shall use reasonable endeavours to overcome any such impediment);
(ii) such Debt Purchase Transaction and the related extinguishment referred to in subparagraph (i) above (if applicable) shall not constitute a prepayment of the Facilities;
(iii) the member(s) of the Group which is the assignee shall be deemed to be an entity which fulfils the requirements of Clause 28.1 ( Transfers by the Bondholders ) to be a New Bondholder (as defined in such Clause);
(iv) no Non-Debt Fund Affiliate (as defined in Clause 29.2 ( Conditions to Debt Purchase Transactions ) below) shall be deemed to be in breach of any provision of Clause 26 ( General Undertakings ) solely by reason of such Debt Purchase Transaction;
(v) Clause 33 ( Sharing Among the Finance Parties ) shall not be applicable to the consideration paid under such Debt Purchase Transaction;

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(vi) for the avoidance of doubt, any extinguishment of any part of the Issue shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Bondholder or Bondholders in accordance with this Agreement; and
(vii) any intra-Group loans arising as a result of a Debt Purchase Transaction entered into by a member of the Group shall not benefit from security.

29.2 CONDITIONS TO DEBT PURCHASE TRANSACTIONS

All Commitments owned by the Investors, any Holding Company of the Issuers and the members of the Group (to the extent not extinguished) (each, a " Non-Debt Fund Affiliate ") shall not exceed at any time twenty per cent. (20%) of the Total Commitments. Each Non-Debt Fund Affiliate will waive the benefit of any Security granted under a Transaction Security Document and shall provide a release in relation thereto to that effect.

29.3 DISENFRANCHISEMENT ON DEBT PURCHASE TRANSACTIONS ENTERED INTO BY NONDEBT FUND AFFILIATES

(a) For so long as a Non-Debt Fund Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:
(i) in ascertaining the Majority Bondholders or Super Majority Bondholders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and
(ii) for the purposes of Clause 40.2 ( Exceptions ), such Non-Debt Fund Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Bondholder (unless in the case of a person not being a Non-Debt Fund Affiliate it is a Bondholder by virtue otherwise than by beneficially owning the relevant Commitment).
(b) Paragraph (a) above does not apply to any request, consent, waiver, amendment or other vote or instruction under the Finance Documents:
(i) in relation to an increase of Commitments of a Non-Debt Fund Affiliate; or
(ii) in relation to a or reduction in payments in relation to the relevant Commitments of the Non-Debt Fund Affiliate under a Facility.
(c) Each Bondholder shall, unless such Debt Purchase Transaction is a transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Non-Debt Fund Affiliate (a " Notifiable Debt Purchase Transaction "), such notification to be substantially in the form set out in Part 1 of Schedule 15 ( f Notifiable Debt Purchase Transaction Notice ).
(d) A Bondholder shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:
(i) is terminated; or

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(ii) ceases to be with a Non-Debt Fund Affiliate,

such notification to be substantially in the form set out in Part 2 of Schedule 15 ( f Notifiable Debt Purchase Transaction Notice ).

(e)
Each Non-Debt Fund Affiliate that is a Bondholder agrees that:
(i) in relation to any meeting or conference call to which all the Bondholders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and
(ii) in its capacity as Bondholder, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Bondholders.

29.4 NON-DEBT FUND AFFILIATES’ NOTIFICATION TO OTHER BONDHOLDERS OF DEBT PURCHASE TRANSACTIONS

Any Non-Debt Fund Affiliate which is or becomes a Bondholder and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5.00 pm on the Business Day following the day on which it entered into that Debt Purchase Transaction, notify the Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall promptly disclose such information to the Bondholders.

30. CHANGES TO THE OBLIGORS

30.1 TRANSFERS BY OBLIGORS

No Obligor may transfer any of its rights or obligations under the Finance Documents.

30.2 ADDITIONAL GUARANTORS

(a) Subject to compliance with the provisions of paragraphs (b) and (c) of Clause 24.8 ( Know your customer checks ), the Parent may request that any of its Subsidiaries become a Guarantor.
(b) A member of the Group shall become an Additional Guarantor if:
(i) the Parent and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and
(ii) the Agent has received all of the documents and other evidence listed in Schedule 4 ( Conditions precedent required to be delivered by an Additional Guarantor ) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably).
(c) The Agent shall notify the Parent and the Bondholders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably)) all the documents and other evidence listed in Schedule 4 ( Conditions precedent required to be delivered by an Additional Guarantor ).

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30.3 RESIGNATION OF A GUARANTOR

(a) In this Clause 30.3 and Clause 30.5 ( Resignation and Release of Transaction Security on disposal), " Third Party Disposal " means the disposal of an Obligor or a Holding Company of an Obligor (in each case, other than an Issuer) to a person which is not a member of the Group where that disposal is permitted under Clause 26.15 ( Disposals ) or made with the approval of the Majority Bondholders (and the Parent has confirmed this is the case).
(b) The Parent may request that a Guarantor (other than, for the avoidance of doubt, an Issuer) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if:
(i) that Guarantor or a Holding Company of that Guarantor is being disposed of by way of a Third Party Disposal or that Guarantor is the subject of a Permitted Reorganisation and the Parent has confirmed this is the case; or
(ii) the Parent has confirmed that such Guarantor is not a Material Company (or a Holding Company of an entity which is a Material Company).
(c) The Agent shall accept a Resignation Letter and notify the Parent and the Bondholders of its acceptance if:
(i) the Parent has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;
(ii) no payment is due from the Guarantor under Clause 22.1 ( Guarantee and indemnity and
(iii) the Guarantor Coverage Test is satisfied after such resignation.

30.4 REPETITION OF REPRESENTATIONS

Delivery of an Accession Deed constitutes confirmation by the relevant Subsidiary that the representations and warranties referred to in paragraph (f) of Clause 23.35 ( Times when representations made ) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

30.5 RESIGNATION AND RELEASE OF TRANSACTION SECURITY ON DISPOSAL

(a) If any Obligor disposes of any asset (or any member of the Group disposes of shares in an Obligor or any Holding Company of an Obligor, other than for the avoidance of doubt an Issuer) as permitted by and in accordance with the terms of this Agreement or with the prior consent of the Agent and such asset (or shares) is subject to Transaction Security, then the Security Agent and/or the relevant Secured Party(ies) (as applicable) shall, at the cost and request of the Parent, release the Transaction Security over those assets, business or shares (or equivalent) and, in the case of any such disposal of shares in an Obligor or a Holding Company of an Obligor to a person who is not a member of the Group, over the respective assets of such Obligor and its Subsidiaries (and the shares in any such Obligor and/or Subsidiary) and issue certificates of non-crystallisation of any floating charge.
(b) In the case of a Guarantor (other than for the avoidance of doubt the Parent) which is proposed to be the subject of a Third Party Disposal:

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(i) the resignation of that Guarantor and related release of Transaction Security referred to in paragraph (a) above shall not become effective until the date of that disposal; and
(ii) if the disposal of that Guarantor is not made, the Resignation Letter of that Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Guarantor and the Transaction Security created or intended to be created by or over that Guarantor shall continue in such force and effect as if that release had not been effected.

31. ROLE OF THE AGENT, THE ORIGINAL SUBSCRIBERS AND OTHERS

31.1 APPOINTMENT OF THE AGENT

(a) Each of the Original Subscribers and the Bondholders appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b) Each of the Original Subscribers and the Bondholders authorises the Agent to perform the duties, obligations and responsibilities and exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2 INSTRUCTIONS

(a) The Agent shall:
(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:
- (A) all the Bondholders if the relevant Finance Document stipulates the matter is an all Bondholder decision; and
- (B) in all other cases, the Majority Bondholders; and
(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.
(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Bondholders (or, if the relevant Finance Document stipulates the matter is a decision for any other Bondholder or group of Bondholders, from that Bondholder or group of Bondholders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions or that clarification.
(c) Save in the case of decisions stipulated to be a matter for any other Bondholder or group of Bondholders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Bondholders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.
(d) The Agent may refrain from acting in accordance with any instructions of any Bondholder or group of Bondholders until it has received any indemnification and/or security that it may in

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its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Bondholders.
(f) The Agent is not authorised to act on behalf of a Bondholder (without first obtaining that Bondholder's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.

31.3 DUTIES OF THE AGENT

(a) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party (including for information purposes only, any start/end of black out period notice issued by the Parent and communicated to it in relation to the trading of the shares of the Parent).
(c) Without prejudice to Clause 28.8 ( Copy of Transfer Agreement ), paragraph (b) above shall not apply to any Transfer Agreement.
(d) The Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, an Original Subscriber or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall only have those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

31.4 ROLE OF THE ORIGINAL SUBSCRIBERS

Except as specifically provided in the Finance Documents, the Original Subscribers have no obligations of any kind to any other Party under or in connection with any Finance Document.

31.5 NO FIDUCIARY DUTIES

(a) Nothing in any Finance Document constitutes the Agent and/or any Original Subscriber as a trustee or fiduciary of any other person.
(b) None of the Agent, the Security Agent or any Original Subscriber shall be bound to account to any Bondholder for any sum or the profit element of any sum received by it for its own account.

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31.6 BUSINESS WITH THE GROUP

The Agent and each Original Subscriber may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

31.7 RIGHTS AND DISCRETIONS

(a) The Agent may:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(iii) assume that:
- (A) any instructions received by it from the Majority Bondholders, any Bondholders or any group of Bondholders are duly given in accordance with the terms of the Finance Documents; and
- (B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iv) rely on a certificate from any person:
- (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
- (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Bondholders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.1 ( Non-payment ));
(ii) any right, power, authority or discretion vested in any Party or any group of Bondholders has not been exercised; and
(iii) any notice or request made by either of the Issuers (other than an Issue Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisors, surveyors or other professional advisors or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel

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to the Agent (and so separate from any lawyers instructed by the Bondholders) if the Agent in its reasonable opinion deems this to be desirable.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct, including in appointing such officer, employee or agent.

(g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(h) Without prejudice to the generality of paragraph (g) above, the Agent:
(i) may disclose; and
(ii) on the written request of the Parent or the Majority Bondholders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Bondholder to the Issuers and to the other Finance Parties.

(i) Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent or the Original Subscribers is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(j) The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Bondholder or the identity of any such Bondholder for the purpose of paragraph (a) of Clause 15.3 ( Market disruption ).
(k) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

31.8 RESPONSIBILITY FOR DOCUMENTATION

None of the Agent, the Original Subscribers or the Bondholders:

(a) is responsible or liable for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, an Original Subscriber, an Obligor or any other person given in or in connection with any Finance Document or the Reports or the transactions contemplated in the Finance Documents or any other agreement, arrangement or

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document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(b) is responsible or liable for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security; or
(c) is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

31.9 NO DUTY TO MONITOR

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;
(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or
(c) whether any other event specified in any Finance Document has occurred.

31.10 EXCLUSION OF LIABILITY

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:
(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct;
(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or
(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
- (A) any act, event or circumstance not reasonably within its control; or
- (B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport,

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telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent, in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.
(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
(d) Nothing in this Agreement shall oblige the Agent or any Original Subscriber to carry out:
(i) any "know your customer" or other checks in relation to any person; or
(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Bondholder on behalf of any Bondholder and each Bondholder confirms to the Agent and each Original Subscriber that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or a Original Subscriber.
(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Transaction Security shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

31.11 BONDHOLDERS' INDEMNITY TO THE AGENT

(a) Each Bondholder shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, Receiver and Delegate, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent, Receiver or Delegate (otherwise than by reason of the Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 ( Disruption to payment systems etc. ) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent, or Delegate in acting as Agent, Receiver and Delegate (as the case may be) under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document)).
(b) Subject to paragraph (c) below, the Parent shall immediately on demand reimburse any Bondholder for any payment that Bondholder makes to the Agent pursuant to paragraph (a) above.

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(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Bondholder claims reimbursement relates to a liability of the Agent to an Obligor.

31.12 RESIGNATION OF THE AGENT

(a) The Agent may resign and appoint one of its Affiliates not incorporated or acting through an office situated in a Non-Cooperative Jurisdiction as successor by giving notice to the Bondholders and the Parent.
(b) Alternatively the Agent may resign by giving thirty (30) days' notice to the Bondholders and the Parent, in which case the Majority Bondholders (after consultation with the Parent) may appoint a successor Agent not incorporated or acting through an office situated in a NonCooperative Jurisdiction.
(c) If the Majority Bondholders have not appointed a successor Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Parent) may appoint a successor Agent (acting through an office in the United Kingdom or in France).
(d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a Party as Agent) agree with Parent and the proposed successor Agent amendments to this Clause 31 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees and any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments shall be agreed upon the Parent and the proposed successor Agent.
(e) The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(f) The Agent's resignation notice shall only take effect upon the appointment of a successor.
(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of this Clause 31 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:
(i) the Agent fails to respond to a request under Clause 17.8 ( FATCA Information ) and the Parent or a Bondholder reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
(ii) the information supplied by the Agent pursuant to Clause 17.8 ( FATCA Information ) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

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(iii) the Agent notifies the Parent and the Bondholders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Parent or a Bondholder reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Parent or that Bondholder, by notice to the Agent, requires it to resign.

31.13 REPLACEMENT OF THE AGENT

(a) After consultation with the Parent, the Majority Bondholders may, by giving thirty (30) days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Bondholders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom or France).
(b) The Parent may, on no less than thirty (30) days' prior notice to the Majority Bondholders, require the Bondholders to replace the Agent and appoint a replacement Agent if any amount payable under a Finance Document by an Obligor established in France becomes not deductible from that Obligor's taxable income for French tax purposes by reason of that amount (i) being paid or accrued to an Agent incorporated or acting through an office situated in a Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name of that Agent in a financial institution situated in a Non-Cooperative Jurisdiction. In this case, the Agent shall resign and a replacement Agent (not incorporated or acting through an office situated in a Non-Cooperative Jurisdiction) shall be appointed by the Majority Bondholders (after consultation with the Company) within thirty (30) days after notice of replacement was given.
(c) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Bondholders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Bondholders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 19.3 ( Indemnity to the Agent ) and this Clause 31 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).
(e) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

31.14 CONFIDENTIALITY

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
(c) Notwithstanding any other provision of any Finance Document to the contrary, the Agent is not obliged to disclose to any other person (i) any Confidential Information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law, regulation or a breach of a fiduciary duty.

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31.15 RELATIONSHIP WITH THE BONDHOLDERS

(a) Subject to Clause 28.10 ( Pro rata interest settlement ), the Agent may treat the person shown in its records as Bondholder at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Bondholder acting through its Facility Office:
(i) entitled to or liable for any payment due under any Finance Document on that day; and
(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five (5) Business Days' prior notice from that Bondholder to the contrary in accordance with the terms of this Agreement.

(b) Each Bondholder shall supply the Agent with any information that the Security Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Bondholder shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.
(c) Any Bondholder may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Bondholder under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 36.6 ( Electronic communication )) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Bondholder for the purposes of Clause 36.2 ( Addresses ) and paragraph (a)(ii) of Clause 36.6 ( Electronic communication ) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Bondholder.

31.16 CREDIT APPRAISAL BY THE BONDHOLDERS

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Bondholder confirms to the Agent and each Original Subscriber that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;
(c) whether that Bondholder has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;

(d) the adequacy, accuracy and/or completeness of the Reports and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(e) the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.

31.17 DEDUCTION FROM AMOUNTS PAYABLE BY THE AGENT

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

31.18 RELIANCE AND ENGAGEMENT LETTERS

Each Finance Party and Secured Party confirms that each of the Original Subscribers and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Original Subscribers or Agent) the terms of any reliance letter or engagement letters relating to the Report or any reports or letters provided by accountants in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those Report, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

31.19 ROLE OF REFERENCE BANKS

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.
(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.
(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 31.19.

31.20 THIRD PARTY REFERENCE BANKS

The Parties agree that, by accepting its appointment, any Reference Bank which is not a Party may rely on Clause 31.19 ( Role of Reference Banks ), paragraph (d) of Clause 40.2 ( Exceptions ) and Clause 42 ( Confidentiality of Funding Rates and Reference Bank Quotations ).

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32. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

33. SHARING AMONG THE FINANCE PARTIES

33.1 PAYMENTS TO FINANCE PARTIES

If a Finance Party (a " Recovering Finance Party ") receives or recovers any amount from an Obligor other than in accordance with Clause 34 ( Payment Mechanics ) (a " Recovered Amount ") and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;
(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 34 ( Payment Mechanics ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the " Sharing Payment ") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.6 ( Partial payments ).

33.2 REDISTRIBUTION OF PAYMENTS

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the " Sharing Finance Parties ") in accordance with Clause 34.6 ( Partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.

33.3 RECOVERING FINANCE PARTY'S RIGHTS

On a distribution by the Agent under Clause 33.2 ( Redistribution of payments ) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

33.4 REVERSAL OF REDISTRIBUTION

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

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(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the " Redistributed Amount "); and
(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

33.5 EXCEPTIONS

(a) This Clause 33 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.
(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
(i) it notified the other Finance Party of the legal or arbitration proceedings; and
(ii) the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

34. PAYMENT MECHANICS

34.1 PAYMENTS TO THE AGENT

(a) On each date on which an Obligor or a Bondholder is required to make a payment under a Finance Document, that Obligor or Bondholder shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London, as specified by the Agent) but, in each case, in a jurisdiction other than a NonCooperative Jurisdiction, and with such bank as the Agent, in each case, specifies.

34.2 DISTRIBUTIONS BY THE AGENT

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 34.3 ( Distributions to an Obligor ) and Clause 34.4 ( Clawback ) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Bondholder, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days' notice with a bank specified by that party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London, as specified by that party) but, in each case, in a jurisdiction other than a Non-Cooperative Jurisdiction.

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34.3 DISTRIBUTIONS TO AN OBLIGOR

The Agent may (with the consent of the Obligor or in accordance with Clause 35 ( Set-Off )) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4 CLAWBACK

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

34.5 IMPAIRED AGENT

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Bondholder which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 34.1 ( Payments to the Agent ) may instead either:
(i) pay that amount direct to the required recipient; or
(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank under paragraph (a) of the definition of such term and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Bondholder making the payment (the " Paying Party ") and designated as a trust or escrow account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the " Recipient Party " or " Recipient Parties "),

in each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust or escrow account shall be for the benefit of the Recipient Party or Recipient Parties pro rata to their respective entitlements.
(c) A Party which has made a payment in accordance with this Clause 34.5 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 or escrow account ( compte séquestre ).
(d) Promptly upon the appointment of a successor Agent in accordance with Clause 31.13 ( Replacement of the Agent ), each Paying Party shall (other than to the extent that the Party has given an instruction pursuant to paragraph (e) below) in accordance with this Clause 34.5 shall give all requisite instructions to the bank with whom the trust or escrow account ( compte séquestre ) is held to transfer the amount (together with any accrued interest) to the successor

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Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 34.2 ( Distributions by the Agent ).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:
(i) that it has not given an instruction pursuant to paragraph (d) above; and
(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust or escrow account ( compte séquestre ) is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

34.6 PARTIAL PAYMENTS

(a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:
(i) first , in or towards payment pro rata of any unpaid amount owing to the Agent or the Security Agent under those Finance Documents;
(ii) secondly , in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;
(iii) thirdly , in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and
(iv) fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
(b) The Agent shall, if so directed by the Majority Bondholders, vary the order set out in paragraphs (a)(ii) to (iv) above.
(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

34.7 SET-OFF BY OBLIGORS

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

34.8 BUSINESS DAYS

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

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34.9 CURRENCY OF ACCOUNT

(a) Subject to paragraphs (b) to (e) below, the US Dollar is the currency of account and payment for any sum due from an Obligor under any Finance Document.
(b) A repayment of an Issue or Unpaid Sum or a part of an Issue or Unpaid Sum shall be made in the currency in which that Issue or Unpaid Sum is denominated, pursuant to this Agreement, on its due date.
(c) Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated, pursuant to this Agreement, when that interest accrued.
(d) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(e) Any amount expressed to be payable in a currency other than euro shall be paid in that other currency.

34.10 CHANGE OF CURRENCY

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Parent); and
(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Parent) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the European interbank market and otherwise to reflect the change in currency.

34.11 DISRUPTION TO PAYMENT SYSTEMS ETC.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Parent that a Disruption Event has occurred:

(a) The Agent may, and shall if requested to do so by the Parent, consult with the Parent with a view to agreeing with the Parent such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Parent 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;

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(c) the 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;
(d) any such changes agreed upon by the Agent and the Parent 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 40 ( Amendments and Waivers );
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 34.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

35. SET-OFF

A Finance Party may, at any time following a Declared Default, set-off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

36. NOTICES

36.1 COMMUNICATIONS IN WRITING

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by electronic mail, fax or letter.

36.2 ADDRESSES

The address, electronic mail, and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of each Party listed in Schedule 1 ( The Original Subscribers ), that identified with its name in the Signature pages hereafter; and
(b) in the case of each Bondholder or any other Obligor who becomes a Party after the date hereof, that notified in writing to the Agent on or prior to the date on which it becomes a Party,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days' notice.

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36.3 DELIVERY

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
(i) if by way of fax, when received in legible form;
(ii) if by way of letter, when it has been left at the relevant address; or
(iii) if by way electronic mail, when actually received in readable form;

and, if a particular department or officer is specified as part of its address details provided under Clause 36.2 ( Addresses ), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's or Security Agent's signature below (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).
(c) All notices from or to an Obligor shall be sent through the Agent.
(d) Any communication or document made or delivered to the Parent in accordance with this Clause 36.3 will be deemed to have been made or delivered to each of the Obligors.
(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4 NOTIFICATION OF ADDRESS ETC.

Promptly upon receipt of notification of an address or fax number or change of address, electronic address or fax number pursuant to Clause 36.2 ( Addresses ) or changing its own address, electronic address or fax number, the Agent shall notify the other Parties.

36.5 COMMUNICATION WHEN AGENT IS IMPAIRED AGENT

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

36.6 ELECTRONIC COMMUNICATION

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and those two Parties:
(i) notify each other in writing of any information required to enable the sending and receipt of information by that means; and

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(ii) notify each other of any change to such information supplied by them by not less than five (5) Business Days' notice.
(b) Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or Security Agent shall specify for this purpose.
(c) Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.7 USE OF WEBSITES

(a) An Obligor may satisfy its obligation under this Agreement to deliver any information in relation to those Bondholders (the " Website Bondholders ") who accept this method of communication by posting this information onto an electronic website designated by the Parent and the Agent (the " Designated Website ") if:
(i) the Agent expressly agrees (after consultation with each of the Bondholders) that it will accept communication of the information by this method;
(ii) both the Parent and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and
(iii) the information is in a format previously agreed between the Parent and the Agent.
(b) The Agent shall supply each Website Bondholder with the address of and any relevant password specifications for the Designated Website following designation of that website by the Parent and the Agent.
(c) The Parent shall promptly upon becoming aware of its occurrence notify the Agent if:
(i) the Designated Website cannot be accessed due to technical failure;
(ii) the password specifications for the Designated Website change;
(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;
(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
(v) the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Parent notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Parent under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Bondholder is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Bondholder may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Parent shall at its own cost comply with any such request within ten (10) Business Days.

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36.8 ENGLISH LANGUAGE

(a) Any notice given under or in connection with any Finance Document must be in English.
(b) All other documents (other than any by-laws, the minutes of any corporate authorisations and any statutory auditors relating to the same and the financial statements and financial reporting of members of the Group established in a jurisdiction other than France, Canada, Australia) provided under or in connection with any Finance Document must be:
(i) in English; or
(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

37. CALCULATIONS AND CERTIFICATES

37.1 ACCOUNTS

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 CERTIFICATES AND DETERMINATIONS

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates.

37.3 DAY COUNT CONVENTION

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

37.4 DIRECTORS' LIABILITY

If any provision of a Finance Document requires a director or officer of any member of the Group to provide any information, to certify any matter or to make any presentation, any such provision, certification or presentation shall be made without personal liability on the part of such director (other than in the case of wilful misconduct or fraud).

38. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or

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partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

40. AMENDMENTS AND WAIVERS

40.1 REQUIRED CONSENTS

(a)
This Clause 40 is subject to the terms of the Intercreditor Agreement.
(b) Subject to Clause 40.2 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of the Majority Bondholders and the Parent and any such amendment or waiver will be binding on all Parties. For the avoidance of doubt, any Event of Default or Declared Default may be revoked or, as the case may be, waived with the consent of the Majority Bondholders.
(c) The Agent and the Security Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 40. In the event that any of the Finance Parties is not entitled to grant to the Agent the authority referred to in this Agreement it shall be obliged to appear with and execute at the same time as, the Agent, upon the request of the Agent, to formalise any actions or measures that are required. By virtue of this Agreement, each of the Finance Parties shall be obliged to co-operate with the Agent, including to participate in the negotiation and execution of documents, either in public or private, that may be required for the execution and effectiveness of the provisions contained in this Agreement or any other Finance Document.
(d) Without prejudice to the generality of paragraphs (c), (d) and (e) of Clause 31.7 ( Rights and discretions ), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.
(e) Any Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its own rights under any Finance Document with the consent of the Parent.
(f) Each Obligor agrees to any such amendment or waiver permitted by this Clause 40 which is agreed to by the Parent. This includes any amendment or waiver which would, but for this paragraph (f), require the consent of all of the Guarantors.
(g) Any amendment or waiver to a Fee Letter or any other side letter shall only require the consent of the parties to the relevant letter.

40.2 EXCEPTIONS

(a) An amendment or waiver that has the effect of changing or which relates to:
(i) the definition of "Majority Bondholders" or "Super Majority Bondholders" in Clause 1.1 ( Definitions );
(ii) an extension to any availability period (but limited to the consent of all the Bondholders in respect of the applicable Facility subject to an extension of the relevant availability period), or the maturity or date of payment of any amount under the Finance Documents, the redenomination of a Commitment into another currency,

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the re-tranching of any Commitment or redenomination of, or a re-tranching or reduction of, any amount owing under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iv) an increase in or an extension of any Commitment or the Total Commitments, or the addition or introduction of any loan or facility under this Agreement;
(v) a change to the Issuers or Guarantors other than (with respect to any Guarantor) in accordance with Clause 30 ( Changes to the Obligors );
(vi) any provision which expressly requires the consent of all the Bondholders;
(vii) Clause 2.5 ( Finance Parties' rights and obligations ), Clause 28 ( Changes to the Bondholders ), Clause 33 ( Sharing Among the Finance Parties ) or this Clause 40;
(viii) the definition of "Change of Control" and the mandatory prepayment provisions that relate to Change of Control;
(ix) any change to Clause 10.1 ( Exit ) or any change ot the sharing rules under Clause 10.3 ( Application of Mandatory Prepayments ) or any change ot the sharing rules under Clause 11.6 ( Effect of Repayment and Prepayment on Commitments ) or Clause 9.1 ( Illegality );
(x) any amendment to the order of priority or subordination under the Intercreditor Agreement or the manner in which the proceeds of enforcement of Security are distributed; and
(xi) any change to the applicable law and jurisdiction of a Finance Document,

shall not be made without the prior consent of all the Bondholders.

(b) An amendment or waiver that has the direct effect of changing or which relates directly to:
(i) subject to Clause 22.11 ( Guarantee limitations generally ), Clause 22.12 ( Guarantee limitations for French Guarantors ) or Clause 22.13 ( Guarantee Limitations For Brazilian Guarantors ) and any guarantee limitations contained in any Accession Deed, the nature or scope of the guarantee and indemnity granted under Clause 22 ( Guarantee and Indemnity ); or
(ii) the release of all or substantially all Transaction Security created pursuant to any Transaction Security Document,

shall not be made without the prior consent of the Super Majority Bondholders, except where:

(A) that amendment, waiver, consent, release or action is conditional upon or to become effective on or following repayment and cancellation in full of all amounts due and owing under the Finance Documents;
(B) such amendment, waiver, consent, release or action is solely in respect of any Guarantor which resigns in accordance with the provisions of Clause 30.3 ( Resignation of a Guarantor );

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(C) such release is required to effect a Permitted Disposal or is a disposal to which the Majority Bondholders have consented in accordance with the Finance Documents;
(D) such amendment, waiver, consent or release is in relation to the Transaction Security granted by the Company under the Transaction Security Document entered into on or before Closing Date as referred to in paragraph (ix) of section 2 ( Finance Documents ) of Schedule 3 ( Conditions Precedent to Issue Date ), provided that such amendment, waiver, consent or release (i) is limited to such Transaction Security Document to the extent relating to the account receivables pledged thereunder and (ii) is required to grant to the Third Party Bank the exclusive benefit of a lien over such account receivables for the purpose of implementing the Third Party Bank Debt in accordance with the definition thereof; or
(E) expressly permitted under this Agreement or any other Finance Document,

and, in each case, the Parent confirms that such release (I) is not prohibited under this Agreement or the Intercreditor Agreement and (II) as a result no further consent, sanction, authority or confirmation from any Secured Party for that amendment, waiver, consent, release or action shall be required and the Security Agent is irrevocably authorised and instructed to take such action provided for in this paragraph (b).

(c) Any amendment or waiver which:
(i) relates only to the rights or obligations applicable to a particular Issue, Facility or Class of Bondholder or group of Bondholders; and
(ii) does not materially and adversely affect the rights or interests of Bondholders (whether individually or cumulatively) in respect of any other Issue or Facility or another Class of Bondholder or a group of Bondholders,

may be made in accordance with this Clause 40 but as if references in this Clause 40 to the specified proportion of Bondholders (including, for the avoidance of doubt, all the Bondholders) whose consent would, but for this paragraph (c), be required for that amendment or waiver were to that proportion of Bondholders participating in that particular Issue or Facility or forming part of that particular Class of Bondholders or a group of Bondholders.

(d) An amendment or waiver which relates to the rights or obligations of the Agent, any Reference Bank, the Security Agent or any Hedge Counterparty (each in their capacity as such) may not be effected without the consent of the Agent, that Reference Bank, the Security Agent or that Hedge Counterparty.
(e) If any Bondholder fails to vote in respect of a request for a consent, waiver, amendment of or in relation to any of the terms of any Finance Document or other vote of Bondholders under the terms of this Agreement within fifteen (15) Business Days (unless the Parent and the Agent agree to a longer time period in relation to any request) of that request being made, its Commitment and/or participation shall not be included for the purpose of calculating the Total Commitments or participations under the relevant Facility/ies when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments and/or participations has been obtained to approve that request.
(f) Any term of:

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(i) this Agreement may be amended or waived by the Parent and the Agent; and
(ii) any other Finance Document may be amended or waived by the Parent, the Agent and the Security Agent,

without the consent of any other party if that amendment or waiver is to cure defects or omissions, resolve ambiguities or inconsistencies or reflect changes of a minor, technical or administrative nature.

40.3 CHANGES TO REFERENCE RATES

(a) Subject to Clause 40.2 ( Exceptions ), if a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for an Issue, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and
(ii)
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Reference Rate;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Bondholders) and the Obligors.

(b) In this Clause 40.3:

" Published Rate " means:

(i) an RFR; or
(ii) the Screen Rate for any Quoted Tenor.
" Published Rate Replacement Event " means, in relation to a Published Rate:

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(i) the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Bondholders and the Obligors’ Agent materially changed;
(ii)
(A)
(1) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
(2) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that , in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(B) the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
(C) the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
(D) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
(E) in the case of the Screen Rate for any Quoted Tenor for LIBOR, the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information:
- (1) stating that that Screen Rate for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and
- (2) with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication; or
(iii) the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
(A) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Bondholders and the Obligors’ Agent) temporary; or

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(B) that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the period which is:
- (1) one (1) Month; or
- (2) specified as the "RFR Contingency Period" in the Compounded Rate Terms relating to that Published Rate; or
(iv) in the opinion of the Majority Bondholders and the Obligors’ Agent, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

" Replacement Reference Rate " means a reference rate which is:

(i) formally designated, nominated or recommended as the replacement for a Published Rate by:
(A) the administrator of that Published Rate ( provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
(B) any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under paragraph (B) above;

(ii) generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Published Rate; or
(iii) in the opinion of the Majority Bondholders and the Obligors’ Agent, an appropriate successor to a Published Rate.

40.4 DISENFRANCHISEMENT OF DEFAULTING BONDHOLDERS

(a) For so long as a Defaulting Bondholder has any Commitment, in ascertaining the Majority Bondholders, the Super Majority Bondholders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or the agreement of any specified group of Bondholders has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Bondholder's Commitments will be reduced by the amount of its Commitments.
(b) For the purposes of this Clause 40.4, the Agent may assume that the following Bondholders are Defaulting Bondholders:
(i) any Bondholder which has notified the Agent that it has become a Defaulting Bondholder;
(ii) any Bondholder in relation to which it is aware that any of the events or circumstances referred to in paragraph (a), (b) or (c) of the definition of "Defaulting Bondholder" has occurred,

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unless it has received notice to the contrary from the Bondholder concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Bondholder has ceased to be a Defaulting Bondholder.

40.5 REPLACEMENT OR PREPAYMENT OF A BONDHOLDER

(a) If:
(i) any Bondholder becomes a Non-Consenting Bondholder (as defined in paragraph (d) below);
(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 9.1 ( Illegality ) or to pay additional amounts pursuant to Clause 18 ( Increased Costs ), Clause 17.2 ( Tax gross-up ) or Clause 17.3 ( Tax indemnity ) to any Bondholder; or
(iii) any Bondholder becomes a Defaulting Bondholder,

then, subject to complying with paragraph (c) below, the Parent may, on giving five (5) Business Days prior written notice to the Agent and such Bondholder:

(A) replace such Bondholder by requiring such Bondholder to (and, to the extent permitted by law, such Bondholder shall) transfer pursuant to Clause 28 ( Changes to the Bondholders ) all (and not part only) of its rights and obligations under this Agreement to any person other than an Investor or a member of the Group (a " Replacement Bondholder ") selected by the Parent, and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Bondholder (including the assumption of the transferring Bondholder's participations on the same basis as the transferring Bondholder) for a purchase price in cash payable at the time of transfer equal to the Outstanding Principal of such Bondholder's participation in the outstanding Issues and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of the conditions of paragraph (c)(ii) of Clause 28.7 ( Procedure for transfer )) to have been completed two (2) Business Days after the transferee concerned delivers a Transfer Agreement executed by it to the Bondholder concerned and pays the relevant amount to the Agent; or
(B) in a case where paragraph (a)(i) above applies in respect of a Non-Consenting Bondholder, prepay that Bondholder’s participation in the Facilities in full and cancel all of its Commitments, provided that the relevant prepayment of that Bondholder’s participation is exclusively funded by Shareholder’s Injection or if the Leverage Ratio as at the immediately preceding Quarter Date ( pro forma taking into account such prepayment) in respect of which quarterly financial statements have been delivered is equal to or less than 1.75x, Cash of the Group.
(b) Should a Bondholder not deliver a Transfer Certificate in accordance with subparagraph (A) above, such Bondholder shall be excluded from both the numerator and the denominator in calculating the aggregate Commitments and participations of Bondholders in respect of any relevant Facility, Utilisation and/or Class of Bondholder and the proportions that have voted for or against such consent, waiver or approval until such transfer is effected.
(c) Any transfer of rights and obligations of a Bondholder pursuant to this Clause 40.5 shall be subject to the following conditions:

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(i) the Parent shall have no right to replace the Agent or Security Agent (in their capacity as such);
(ii) neither the Agent nor the Defaulting Bondholder shall have any obligation to the Parent to find a Replacement Bondholder;
(iii) the Agent must be satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such transfer;
(iv) the transfer must take place no later than ninety (90) days after the notice referred to in paragraph (a) above; and
(v) in no event shall the Bondholder replaced under this Clause 40.5 be required to pay or surrender to the Replacement Bondholder any of the fees received by the Defaulting Bondholder pursuant to the Finance Documents.
(d) In the event that the Parent or the Agent (at the request of the Parent) has requested the Bondholders to give a consent in relation to, or to agree to a consent, waiver or amendment of, any provisions of a Finance Document and the Super Majority Bondholders have consented in relation to a consent, waiver or amendment requiring an unanimous Bondholders consent, then any Bondholder who does not and continues not to consent or agree to such consent, waiver or amendment within ten (10) Business Days of the relevant request being made to it (or if longer, such period specified in the Parent request) shall be deemed a " NonConsenting Bondholder ".

41. CONFIDENTIALITY

41.1 CONFIDENTIAL INFORMATION

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 41.2 ( Disclosure of Confidential Information ) and Clause 41.4 ( Disclosure to numbering service providers ), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

41.2 DISCLOSURE OF CONFIDENTIAL INFORMATION

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b) to any person:

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(i) to (or through) whom it transfers (or may potentially transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 31.15 ( Relationship with the Bondholders ));
(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;
(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
(vi) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.9 ( Security over Bondholders' rights );
(vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;
(viii) who is a Party; or
(ix) with the consent of the Parent;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

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(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

and in relation to paragraphs (b)(i), (b)(ii) and (b)(iv) above a copy of each Confidentiality Undertaking and any amendments thereto shall be provided to the Parent within ten (10) Business Days of the assignment, transfer, investment or participation or, if active discussions regarding the assignment, transfer, investment or participation cease, of the date such discussions cease and in relation to paragraph (b)(iii) above, a copy of any such Confidentiality Undertaking and any amendment thereto shall be provided to the Issuers within ten (10) Business Days of request by the Issuers; and

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of Confidentiality Undertaking agreed between the Parent and the relevant Finance Party, and a copy of any such Confidentiality Undertaking and any amendment thereto shall be provided to the Parent within ten (10) Business Days of request by the Parent.

41.3 ADDITIONAL DISCLOSURE PERMISSION

Unless prohibited by applicable laws, nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Annex IV of Commission Implementing Regulation 2015/2378.

41.4 DISCLOSURE TO NUMBERING SERVICE PROVIDERS

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:
(i) names of Obligors;
(ii) country of domicile of Obligors;
(iii) place of incorporation of Obligors;
(iv) date of this Agreement;
(v) Clause 45 ( Counterparts );
(vi) the names of the Agent and the Original Subscribers;

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(vii) date of each amendment and restatement of this Agreement;
(viii) amounts of, and name of, the Facilities (and any tranches);
(ix) amount of Total Commitments;
(x) currencies of the Facilities;
(xi) type of Facilities;
(xii) ranking of Facilities;
(xiii) Termination Date for Facilities;
(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and
(xv) such other information agreed between such Finance Party and the Parent,

to enable such numbering service provider to provide its usual syndicated financing numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c)
The Agent shall notify the Parent and the other Finance Parties of:
(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and
(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

41.5 ENTIRE AGREEMENT

This Clause 41 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

41.6 INSIDE INFORMATION

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

41.7 NOTIFICATION OF DISCLOSURE

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:

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(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 41.2 ( Disclosure of Confidential Information ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 41.

41.8 CONTINUING OBLIGATIONS

The obligations in this Clause 41 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twenty four (24) Months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

41.9 DAC6 DISCLOSURE

42. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

42.1 CONFIDENTIALITY AND DISCLOSURE

(a) The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.
(b)
The Agent may disclose:
(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Issuers pursuant to Clause 13.5 ( Notification of rates of interest ); and
(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of Confidentiality Undertaking agreed between the Agent and the relevant Bondholder or Reference Bank, as the case may be.
(c) The Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

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(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;
(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iv) any person with the consent of the relevant Bondholder or Reference Bank, as the case may be.
(d) The Agent's obligations in this Clause 42 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 13.5 ( Notification of rates of interest ) provided that (other than pursuant to paragraph (b)(ii) above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

42.2 RELATED OBLIGATIONS

(a) The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful purpose.
(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Bondholder or Reference Bank, as the case may be:
(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 42.1 ( Confidentiality and disclosure ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(ii) upon becoming aware that any information has been disclosed in breach of this Clause 42.

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42.3 NO EVENT OF DEFAULT

No Event of Default will occur under Clause 27.3 ( Other obligations ) by reason only of an Obligor's failure to comply with this Clause 42.

43. DISCLOSURE OF BONDHOLDER DETAILS BY AGENT

43.1 SUPPLY OF BONDHOLDER DETAILS AT PARENT'S DIRECTION

(a) The Agent shall provide to the Parent within five (5) Business Days of a request by the Parent (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Bondholders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Bondholder for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the transmission of information by electronic mail or other electronic means to and by each Bondholder to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Bondholder for any payment to be distributed by the Agent to that Bondholder under the Finance Documents.
(b) The Agent shall, at the request of the Parent, disclose the identity of the Bondholders and the details of the Bondholders' Commitments to any:
(i) other Party or any other person if that disclosure is made to facilitate, in each case, a refinancing of the Financial Indebtedness arising under the Finance Documents or a material waiver or amendment of any term of any Finance Document; and
(ii) member of the Group.
(c) Subject to paragraph (d) below, the Parent shall use its reasonable endeavours to ensure that the recipient of information disclosed pursuant to paragraph (a) or (b) above shall keep such information confidential and shall not disclose it to anyone and shall ensure that all such information is protected with security measures and a degree of care that would apply to the recipient's own confidential information.
(d) The recipient may disclose such information to any of its officers, directors, employees, professional advisers, auditors and partners as it shall consider appropriate if any such person is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if that person is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by duties of confidentiality in relation to the information.

43.2 SUPPLY OF BONDHOLDER DETAILS TO OTHER BONDHOLDERS

(a) If a Bondholder (a " Disclosing Bondholder ") indicates to the Agent that the Agent may do so, the Agent shall disclose that Bondholder's name and Commitment to any other Bondholder that is, or becomes, a Disclosing Bondholder.
(b) The Agent shall, if so directed by the Majority Bondholders, request each Bondholder to indicate to it whether it is a Disclosing Bondholder.

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44. BAIL-IN

44.1 DEFINED TERMS

In this Clause 44:

“ Article 55 BRRD ” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“ Bail-In Action ” means the exercise of any Write-down and Conversion Powers.

“ Bail-In Legislation ” means, (i) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; (ii) in relation to the United Kingdom, the UK Bail-In Legislation; and (iii) in relation to any state other than such EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“ EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“ EU Bail-In Legislation Schedule ” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“ Resolution Authority ” means any body which has authority to exercise any Write-down and Conversion Powers.

“ UK Bail-In Legislation ” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“ Write-down and Conversion Powers ” means:

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

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part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers;

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

44.2 CONTRACTUAL RECOGNITION OF BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents (other than in respect of any Intra-Group Liability (as such term is defined in the Intercreditor Agreement)) may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):
(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
(iii) a cancellation of any such liability; and
(b) a variation of any term of any Finance Document (other than in respect of any IntraGroup Liability (as such term is defined in the Intercreditor Agreement)) to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

45. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. The words “execution”, “signed”, “signature”, shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario) and other similar federal or provincial laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada or its Uniform Electronic Evidence Act, as the case may be.

46. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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47. ENFORCEMENT

47.1 JURISDICTION OF ENGLISH COURTS

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a " Dispute ").
(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

47.2 SERVICE OF PROCESS

(a) Without prejudice to any other mode of service allowed under any relevant law, the Parent and each Obligor (other than an Obligor incorporated in England and Wales):
(i) irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
(ii) agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Parent (on behalf of all the Obligors) must immediately (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

The Original Subscribers

Name of Original	Bonds A Facility	Bonds B Facility
Subscriber	Commitment (USD)	Commitment (USD)
Marathon Distressed	42,200,000	42,200,000
Credit Master Fund
MCSP Sub LLC	4,410,000	4,410,000
Marathon StepStone	3,390,000	3,390,000
Master Fund LP
TOTAL	USD50,000,000	USD50,000,000

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SCHEDULE 2

Conditions Precedent to the Signing Date

1. Corporate documents

(a) A copy of the constitutional documents of each Issuer including, as applicable, (i) the statuts (articles of association), extrait K-bis (extract from the commercial register), état des inscriptions et nantissements (statement of charges over assets and encumbrances) and certificat de non-faillite (certificate evidencing the absence of insolvency) (or equivalent documents) dated no earlier than fifteen (15) Business Days prior to the Signing Date or (ii) the articles of incorporation, by-laws, any unanimous shareholder agreement, and certificate of compliance dated no more than two (2) days prior to the Signing Date.
(b) A copy of the corporate resolutions of the relevant corporate body of each Issuer:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party at the Signing Date and resolving that it execute, deliver and perform its obligations under the Finance Documents to which it is a party at the Signing Date;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on the Signing Date on its behalf;
(iii) if necessary, authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, either Issue Request) to be signed and/or dispatched by it under or in connection with the Finance Documents to which it is a party at the Signing Date; and
(iv) authorising the Parent to act as its agent in connection with the Finance Documents.
(c) If applicable, a copy of any power of attorney authorising the person or persons specified therein to sign any Finance Document to which the relevant Issuer is a party.
(d) A specimen of the signature of each person referred to in paragraph (b)(ii) above and, if applicable, by the power(s) of attorney referred to in paragraph (c) above in relation to the Finance Documents and the related documents to which it is a party at the Signing Date.
(e)
A certificate from the relevant Issuer (signed by an authorised signatory):
(i) certifying that each copy document relating to it specified in paragraphs (a), (b), (c) and (d) above is correct, complete, up-to-date and (where applicable) in full force and effect as at a date no earlier than the Signing Date and has not been amended or superseded as at the Signing Date; and
(ii) confirming that issuing, guaranteeing or securing, as appropriate, the Total Commitments, would not cause any issuing, guaranteeing, securing or similar limit binding on such company to be exceeded.

2. Finance Documents

A copy of each of the following agreed form documents duly executed and delivered by all parties thereto:

(a) this Agreement;

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(b) the Intercreditor Agreement; and
(c) the Fee Letters.

3. Report

A copy of the Report on a reliance basis, except if the policy of the relevant report provider is not to issue reliance letters, in which case the relevant reports will be delivered with release letters.

4. Financial information

The following documents for information purposes only without a right of approval as to form or substance by the Agent or any other Finance Party:

(a) A certified copy of the Original Financial Statements.
(b) A certified copy of the Business Plan in the agreed form.

5. Know your customer

Customary and reasonably required "know your customer" and anti-money laundering documents with respect to the Issuers.

6. Other

(a) Evidence of appointment of the process agent in respect of the Parent and each Obligor and the Finance Documents to be executed on the Signing Date, and acceptance of such appointment.
(b)
The agreed Black List.

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SCHEDULE 3

Conditions Precedent to Issue Date

1. Corporate documents

(a) A copy of the constitutional documents of each Issuer and the Original Guarantors including, as applicable, (i) the statuts (articles of association), extrait K-bis (extract from the commercial register), état des inscriptions et nantissements (statement of charges over assets and encumbrances) and certificat de non-faillite (certificate evidencing the absence of insolvency) (or equivalent documents) dated no earlier than fifteen (15) Business Days prior to the Closing Date or (ii) the articles of incorporation, by-laws, any unanimous shareholder agreement, and certificate of compliance dated no more than two (2) days prior to the Closing Date, in each case, to the extent not provided under Schedule 2 ( Conditions Precedent to the Signing Date ) above.
(b) A copy of the corporate resolutions of the relevant corporate body of each Issuer (to the extent not already provided under Schedule 2 ( Conditions Precedent to the Signing Date ) above) and of each Original Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party at the Closing Date (including the issue of Bonds) and resolving that it execute, deliver and perform its obligations under the Finance Documents to which it is a party at the Closing Date;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on the Closing Date on its behalf;
(iii) if necessary, authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Issue Request) to be signed and/or dispatched by it under or in connection with the Finance Documents to which it is a party at the Closing Date; and
(iv) authorising the Parent to act as its agent in connection with the Finance Documents.
(c) If applicable and to the extent not already provided under Schedule 2 ( Conditions Precedent to the Signing Date ) above, a copy of any power of attorney authorising the person or persons specified therein to sign any Finance Document to which the Issuers or the Original Guarantor are a party on the Closing Date.
(d) A specimen of the signature of each person referred to in paragraph (b)(ii) above and, if applicable, by the power(s) of attorney referred to in paragraph (c) above in relation to the Finance Documents and the related documents to which it is a party at the Closing Date (in each case, to the extent not already provided under Schedule 2 ( Conditions Precedent to the Signing Date ) above).
(e) A certificate from the relevant Issuer or the relevant Original Guarantor (signed by an authorised signatory):
(i) certifying that each copy document relating to it specified in paragraphs (a), (b), (c) and (d) is correct, complete, up-to-date and (where applicable) in full force and effect as at a date no earlier than the Closing Date and has not been amended or superseded as at the Closing Date; and

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(ii) confirming that issuing, guaranteeing or securing, as appropriate, the Total Commitments, would not cause any issuing, guaranteeing, securing or similar limit binding on such company to be exceeded.

2. Finance Documents

A copy of each of the following agreed form documents duly executed and delivered by all parties thereto:

(a) the Issue Request relating to the Bonds issued on the Closing Date, duly signed by each Issuer;
(b) each Subscription Certificate relating to the Bonds; and
(c) each of the following Transaction Security Documents:
(i) French law governed pledge over the bank accounts of the Parent located in France;
(ii) French law fiducie over the shares held by the Parent in Company;
(iii) French law fiducie over the shares held by the Parent in Foraco Australia Pty Ltd;
(iv) French law governed pledge of the intra-Group receivables owed to the Parent by the Company and Foraco Australia Pty Ltd;
(v) Brazilian law fiduciary lien over the quotas held by the Parent in Foraco Holding Participaçoes Ltda.;
(vi) Brazilian law fiduciary lien over the shares held by the Parent in Servitec Foraco Sondagem S.A.;
(vii) Brazilian law fiduciary lien over the intra-Group receivables owed to the Parent by Foraco Holding Participações Ltda. and Servitec Foraco Sondagem SA;
(viii) Brazilian law fiduciary lien over equipment with an individual market value greater than or equal to USD 100,000;
(ix) Ontario law governed general security agreement charging all present and afteracquired personal property owned by the Company;
(x) The following Australian law governed security documents to be entered into by Foraco Australia Pty Ltd:
- (A) a featherweight general security agreement;
- (B) an Australian law governed account control deed (in respect of receivables owed to Foraco Australia Pty Ltd); and
- (C) an Australian law governed specific security deed over all equipment and inventory.

together with:

(a) any documentation, notice, acknowledgement, stock transfer power, or equivalent duly executed by the relevant Obligor in blank, and/or evidence required to perfect the Transaction Security Document (including without limitation, any registered financing statements under

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applicable Canadian law) and which can be given or executed contemporaneously on the date of execution of the relevant Transaction Security Document;

(b) if applicable, certified copy of the shareholder or board of directors decision, as applicable, required pursuant to a prior-approval or transferclause set-forth in the articles of association (or equivalent) of any member of the Group whose shares are pledged for the creation of any encumbrance contained in any Transaction Security Document;
(c) as applicable, a certified copy of the relevant pages of the share transfers register and shareholders' individual accounts ( registre de mouvement de titres and fiches individuelles de valeurs mobilières ) evidencing that Transaction Security has been granted over the shares of the relevant member of the Group which are subject to Transaction Security entered into on the Closing Date; and
(d) a certified copy of the constitutional documents of each Subsidiary whose securities are pledged under any Transaction Security Document listed above in a form acceptable to the Agent.

3. Funds flow

The Funds Flow Statement prepared by the Parent.

4. Legal opinions

(a) A legal opinion issued by Weil, Gotshal & Manges (Paris) LLP as to matters of French law in respect of the existence, capacity and authorisation of the Parent entering into the Finance Documents to which it is a party on the Signing Date or the Closing Date.
(b) A legal opinion issued by Latham & Watkins LLP as to matters of English law in respect of the validity and enforceability of the Finance Documents governed by English law and entered into on the Signing Date or the Closing Date.
(c) A legal opinion issued by Latham & Watkins A.A.R.P.I. as to matters of French law in respect of the validity and enforceability of the Finance Documents governed by French law and entered into on the Signing Date or the Closing Date.
(d) A (i) legal opinion issued by Fasken Martineau DuMoulin LLP, as advisors to Foraco Canada Ltd., as to matters of Canadian law in the agreed form and (ii) a legal opinion issued by Fasken Martineau DuMoulin LLP, as advisors to Foraco Canada Ltd., as to matters of Ontario securities law in the agreed form.
(e) A legal opinion issued by Pinheiro Neto Advogados, as advisors to Foraco Holding Participações Ltda., Servitec Foraco Sondagem SA, as to matters of Brazilian law in the agreed form.
(f) A legal opinion issued by Tozzinifreire Advogados, as advisors to the Finance Parties, as to matters of Brazilian law in the agreed form.
(g) A legal opinion issued by Clayton Utz, as advisors to the Finance Parties, as to matters of Australian law in the agreed form.
(h) A legal opinion issued by Weil, Gotshal & Manges (London) LLP as to matters of U.S. federal law in the agreed form.

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Each of the Issuers, the Original Guarantors and the Bondholders acknowledges and agrees that, for purposes of the opinions to be delivered pursuant to this Clause, counsel may rely upon the accuracy of the representations and warranties of the Issuers, the Original Guarantors and the Bondholders and compliance by each of them with its agreements contained herein, and each of Issuers, the Original Guarantors and the Bondholders hereby consents to such reliance.

5. Other

(a) A certified copy of the structure chart of the Group.
(b) Evidence that financial indebtedness and encumbrances of the Parent and each member of the Group with respect to the Existing Bonds have been discharged and/or released.
(c) A certificate from the Company confirming that, on the Closing Date, all existing financial indebtedness, commitments and encumbrances of Foraco Canada Ltd. with respect to (i) the Scotia Existing Financial Indebtedness and (ii) NOHFC Existing Debt have been fully discharged, terminated and/or released.
(d) A certificate from the Issuers confirming that no Default is outstanding on the Closing Date or would result from the subscription of the Bonds.
(e) Evidence of discharge of the Security registered against Foraco Canada Ltd. in favour of Royal Bank of Canada under the Personal Property Security Act (Alberta) pursuant to registration numbers 07020904152 and 12082821642.
(f) Executed estoppel letter from Headwater Equipment Sales Ltd., in form acceptable to the Agent, as a prior creditor of the Company.
(g) Background searches of chief executive officers of the Issuers satisfactory to the Original Subscribers.

6. Issue of Bonds

(a) Each Bonds Certificate relating to the Bonds.
(b) A certified extract of the Bonds registers respectively maintained by the Issuers evidencing that the respective Bonds have been duly registered.

7. Fees

Evidence that all fees due and payable to the Finance Parties pursuant to the Fee Letters on the Closing Date in connection with the Bonds will be paid concurrently with, or out of, the issue of Bonds provided that a reference to payment of such fees in the Funds Flow Statement shall be deemed to be reasonable evidence that this condition precedent is satisfactory to the Agent.

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SCHEDULE 4

Conditions precedent required to be delivered by an Additional Guarantor

(a)
An Accession Deed executed by the Additional Guarantor and the Parent.
(b) A copy of the constitutional documents (including any unanimous shareholder agreement or declaration, as applicable) of the Additional Guarantor as customary in the relevant jurisdiction.
(c) A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Guarantor (or in the case of a limited liability partnership, a copy of a resolution of its nominated representatives) or such other relevant corporate body of the Additional Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Accession Deed and the Finance Documents and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;
(ii) authorising a specified person or persons to execute the Accession Deed and other Finance Documents on its behalf;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(iv) authorising the Parent to act as its agent in connection with the Finance Documents.
(d) If applicable, a copy of a resolution of the board of directors of the Additional Guarantor, establishing the committee referred to in paragraph (c) above.
(e) A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above.
(f) A certificate from the Additional Guarantor (signed by an authorised signatory):
(i) confirming that guaranteeing or securing, as appropriate, the Total Commitments, (subject to any guarantee limitation set forth on Clause 22 ( Guarantee and Indemnity ) or the Accession Deed), would not cause any guaranteeing, securing or similar limit binding on such company to be exceeded; and
(ii) certifying that each copy document listed in paragraphs (b) to (e) of this Schedule 4 ( Conditions precedent required to be delivered by an Additional Guarantor ) is accurate and (where applicable) in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.
(g) If available, the latest audited financial statements of the Additional Guarantor.
(h) The following legal opinions, each addressed to the Agent, the Security Agent and the Bondholders:
(i) A legal opinion of the legal advisers to the Original Subscribers or the Agent as to English law in relation to validity and enforceability of the Finance Documents governed by English law to which the Additional Guarantor is a party.

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(ii) A capacity and validity legal opinion of the legal advisers to the Agent and/or the Additional Guarantor (according to local market practices) in the jurisdiction of incorporation and/or the jurisdiction of the governing law of the Finance Documents to which the Additional Guarantor is a party in the agreed form.
(i) Any Transaction Security Document which, in accordance with and subject to the Agreed Security Principles, are required by the Agent to be executed by the proposed Additional Guarantor and (with respect to any Transaction Security over the shares or other securities issued by such Additional Guarantor and any intercompany or shareholder loan owed by it) its Holding Company (which, if it is not already a Guarantor under this Agreement or the Issuers, shall accede to this Agreement as an Additional Guarantor in accordance with Clause 26.26 ( Guarantors ), subject to the Agreed Security Principles).
(j) Evidence of appointment of the process agent in respect of each Additional Guarantor and acceptance of such appointment.

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SCHEDULE 5

Issue Request

From: [ Issuer ] (the " Issuer

To: [ Agent

Dated: [ date ]

Dear Sirs

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to the Facilities Agreement. This is an Issue Request. Terms defined in the Facilities Agreement have the same meaning in this Issue Request unless given a different meaning in this Issue Request.
(b) We wish to request that the Original Subscribers subscribe for an Issue of Bonds on the following terms:
(i) Issuer: [The Parent]/[The Company]
(ii) Proposed Issue Date: [  ] (or, if that is not a Business Day, the next Business Day)
(iii) Facility to be utilised: [Bonds A Facility]/[Bonds B Facility]
(iv) Type of Issue [Term Rate Issue]/[Compounded Rate Issue]
(v) Currency of Issue: USD
(vi) Amount: [  ][, provided that the Issuer hereby notifies the Agent that all OID and upfront fees due on the Closing Date as set in the Facilities Agreement shall be netted from such principal amount, and the amount to be funded on the Proposed Issue Date for the subscription of the Bond A Facility shall amount as a consequence thereof to USD [  ]]
(vii) Interest Period: [  ]
(c) We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) is satisfied on the date of this Issue Request.
(d) [The proceeds of this Issue should be credited to [ account details
(e) This Issue Request is irrevocable.
Yours faithfully

authorised signatory for [ insert name of Issuer ]

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SCHEDULE 6

Selection Notice

From: [ Issuer ]

To: [ Agent Dated: [ date ]

Dear Sir/Madam

Foraco– Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to the Facilities Agreement. This is a Selection Notice. Terms defined in the Facilities Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
(b) We refer to the following Issues with an Interest Period ending on [ date ]:
(i) [Bonds A Facility]/[Bonds B Facility]; and
(ii) Type of Issue: [Term Rate Issue]/[Compounded Rate Issue].
(c) We request that the next Interest Period for the above Issues be [ date ].
(d) This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for [ insert name of Issuer ]

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SCHEDULE 7

Form of Transfer Agreement

To: GLAS SAS as Agent and Security Agent

From: [ The Existing Bondholder ] (the " Existing Bondholder ") and [ The New Bondholder ] (the " New Bondholder ")

Dated: [ date ]

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to:
(i) the Facilities Agreement;
(ii) the Intercreditor Agreement (as defined in the Facilities Agreement).
(b) This agreement (the " Agreement ") shall take effect as a Transfer Agreement for the purposes of the Facilities Agreement and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.
(c) We refer to Clause 28.7 ( Procedure for transfer ) of the Facilities Agreement:
(i) Pursuant to this Transfer Agreement, the Existing Bondholder agrees to sell to the New Bondholder, and the New Bondholder agrees to purchase from the Existing Bondholder, with full title:
(ii) [insert number of bonds being transferred] [  ] Bonds;
(iii) [insert number of bonds being transferred] [  ] Bonds; and
(iv) USD [  ] of Commitments under [Indicate Facility] .
(v) The proposed Transfer Date is [  ].
(vi) The transfer price will be paid by the New Bondholder to the Existing Bondholder by way of banker's draft to the account whose details shall be provided in advance to the New Bondholder, to be deemed paid on by the Transfer Date.
(vii) The Facility Office and address, fax number and attention details for notices of the New Bondholder for the purposes of Clause 36.2 ( Addresses ) of the Facilities Agreement are set out in the Schedule.
(d) The New Bondholder expressly acknowledges the limitations on the Existing Bondholder's obligations set out in paragraph (c) of Clause 28.6 ( Limitation of responsibility of Existing Bondholders ) of the Facilities Agreement.
(e) The New Bondholder:
(i) expressly acknowledges the limitations on transfers to Industrial Competitors in Clause 28.2 ( Parent consent ) of the Facilities Agreement;

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(ii) confirms for the benefit of the Parent, the Agent and each other Bondholder that it is not an Industrial Competitor; and
(iii) confirms and ratifies all acts the Security Agent has undertaken and all declarations the Security Agent made to create security interest for the benefit of any of the Secured Parties.
(f) The New Bondholder confirms, for the benefit of the Agent and without liability to any Obligor, that it is, for each type of payment (i.e., interest and fee payments):
(i) [a Qualifying Bondholder (other than a Treaty Bondholder);]
(ii) [a Treaty Bondholder;]
(iii) [not a Qualifying Bondholder]; [1]

and that it [is]/[is not] incorporated or acting through a Facility Office situated in a NonCooperative Jurisdiction.

(g) The Existing Bondholder and the New Bondholder expressly acknowledge that the transfer is being effected pursuant to and in accordance with an available exemption under the U.S. Securities Act to a person that the Existing Bondholder reasonably believes:
(i) has acquired the Bond Certificate(s) or the beneficial interest therein in an offshore transaction outside the United States in accordance with Regulation S; or
(ii) if within the United States is:
- (A) a QIB within the meaning of Rule 144A, or
- (B) an IAI within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D of the U.S. Securities Act.
(h) Upon consummation of the proposed transfer in accordance with the terms of the Facilities Agreement, the transferred Bond Certificate(s) or the beneficial interest therein will be subject to the restrictions on transfer enumerated in the legend printed on the Bond Certificates.
(i)
The New Bondholder confirms that it is not a Non-Debt Fund Affiliate.
(j) The transfer of the Bonds will include the transfer by the Existing Bondholder to the New Bondholder of the benefit of the security and other rights attached to the Bonds. The New Bondholder will deal with all necessary formalities in order to ensure that it obtains the benefit of the security and all other rights to the Bonds and it waives any claims against the Existing Bondholder in respect of the non-fulfilment or late fulfilment of such formalities.
(k) The Existing Bondholder makes no declaration or guarantee of any nature to the New Bondholder.
(l) No provision of the Finance Documents nor any other related documents nor this Transfer Agreement shall have the effect of obliging the Existing Bondholder to bear the financial consequences of any loss, direct or indirect, suffered by the New Bondholder, arising in particular from the financial situation of the Issuer, the breach by the Issuer of any of its

1 Delete as applicable.

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obligations under the Finance Documents or any related document, or the validity and enforceability of the Finance Documents or any related documents.

(m) We refer to Clause 28 ( Changes to the Bondholders ) of the Facilities Agreement. In consideration of the New Bondholder being accepted as a Bondholder for the purposes of the Facilities Agreement (and as defined therein), the New Bondholder confirms that, as from the Transfer Date, it intends to be party to the Facilities Agreement as a Bondholder, and undertakes to perform all the obligations expressed in the Facilities Agreement to be assumed by a Bondholder and agrees that it shall be bound by all the provisions of the Facilities Agreement, as if it had been an original party to the Facilities Agreement.
(n) We refer to clause 20.3 ( Change of Bondholder ) of the Intercreditor Agreement.

In consideration of the New Bondholder being accepted as a Bondholder for the purposes of the Intercreditor Agreement (and as defined therein), the New Bondholder confirms that, as from the Transfer Date, it intends to be party to the Intercreditor Agreement as a Bondholder, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by a Bondholder and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement.

(o) This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
(p) This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Transfer Agreement may not transfer a proportionate share of the Existing Bondholder's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Bondholder to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Bondholder's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[ insert relevant details ]

[ Facility Office address, fax number and attention details for notices and account details for payments, ]

[ Existing Bondholder ]

[ New Bondholder ]

By:

This Agreement is accepted as a Transfer Agreement for the purposes of the Facilities Agreement by the Agent, and as a Creditor/Agent Accession Undertaking for the purposes of the Intercreditor Agreement by the Security Agent, and the Transfer Date is confirmed as [ date ].

[ Agent ]

By:

[ Security Agent ]

By:

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SCHEDULE 8

Form of Bonds Certificate

Serial Number: [  ]

[UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS BOND MUST NOT TRADE THIS BOND BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) JULY 7, 2021 AND (II) THE DATE THE ISSUER] BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA]

THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS BOND NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS BOND (1) REPRESENTS THAT (A) IT, AND ANY ACCOUNT FOR WHICH IT IS ACTING, IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) (“QIB”), (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3), (7), (8), (9), (12) OR (13) OF RULE 501 UNDER THE U.S. SECURITIES ACT (“IAI”), OR (C) IT HAS ACQUIRED THIS BOND OUTSIDE THE UNITED STATES IN AN “OFFSHORE TRANSACTION” (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) (“REGULATION S”)), (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED BONDS TO OFFER, SELL OR OTHERWISE TRANSFER THIS BOND OR A BENEFICIAL INTEREST IN THIS BOND, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF SUCH BONDS AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH BOND (OR ANY PREDECESSOR OF SUCH BOND), ONLY (A) TO THE ISSUER, THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) IN ACCORDANCE WITH CLAUSE 28 (CHANGES TO THE BONDHOLDERS) OF THE BONDS FACILITIES AGREEMENT PURSUANT TO WHICH THIS BOND WAS ISSUED, (C) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (D) TO A PERSON IT REASONABLY BELIEVES IS A QIB THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT, (E) TO AN IAI THAT IS ACQUIRING THE BOND FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN IAI, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE U.S. SECURITIES ACT, (F) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S, OR (G) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS, AND FURTHER SUBJECT TO THE ISSUER’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THE FOREGOING CLAUSES TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT; AND (3) AGREES THAT IT WILL TRANSFER

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TO EACH PERSON TO WHOM THIS BOND IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

[Bonds A Certificate / Bonds B Certificate]

issued by

[ISSUER]

(incorporated under the laws of [ France/Canada ] under registered no [●]) (the “Issuer” )

Issue Date: [ Date ] Subscription price: [ Amount ] Principal Amount Outstanding: [ Amount ] Nominal Value of each Bond: [ Amount ]

Number of Bonds: [ Number ]

Termination Date: [ Date ]

1. Bonds Certificate

This is a Bonds Certificate in respect of a duly authorised issue of the [ Bonds A / Bonds B ] of the Issuer constituted by and subject to, and with the benefit of, the bonds facilities agreement entered into on 7 July 2021 (the “Bonds Facility Agreement” ) between, amongst others, the Issuer and, GLAS SAS as Agent.

2. Interpretation

Unless otherwise defined herein, terms and expressions defined in (including by incorporation) the Bonds Facility Agreement shall bear the same meanings when used in this Bonds Certificate.

3. Certificate of entitlement of registered Bondholder

This is to certify that:

[NAME]

is the person registered in the register maintained by the Agent in relation to the [ Bonds A / Bonds B ] (the “Register” ) as the duly registered holder of [USD [  ] ] in aggregate of the [ Bonds A / Bonds B ] (such principal amount representing its proportion of the Total [ Bonds A / Bonds B ] Facility Commitments) which is as set out in the Register.

The [ Bonds A / Bonds B ] evidenced by this certificate are in registered form and may be transferable in whole or part, and if in part, in the amount equal to USD 1,000,000 (one million US Dollars) or a multiple thereof. This Bonds Certificate is evidence of entitlement only and is not a document of title. The person(s) listed in the Register as the holder of the [ Bonds A / Bonds B ] evidenced by this Bonds Certificate will (to the fullest extent permitted by applicable law) be deemed and treated at all times, by all persons and for all purposes (including the making of payments), as the absolute owner(s) of such [ Bonds A / Bonds B ] regardless of any notice of ownership, theft or loss, or of any trust or other interest therein or of any writing thereon or, if more than one person, the first named of such person will be treated as the absolute owner of such [ Bonds A / Bonds B ].

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4. Payment

For value received, the Issuer, subject to and in accordance with the Bonds Facility Agreement and unless the [ Bonds A / Bonds B ] evidenced by this Bonds Certificate have been previously redeemed in full and cancelled, promises to pay to the registered holder of [ Bonds A / Bonds B ] on the Termination Date the principal amount outstanding of the [ Bonds A / Bonds B ] evidenced by this certificate, together with interest accrued thereon, in the manner specified in the Bonds Facility Agreement.

5. Transfers of interests in the [ Bonds A / Bonds B ]

Title to the [ Bonds A / Bonds B ] evidenced by this certificate passes only on due registration in the Register maintained by the Agent and only the duly registered holder or, if more than one person is so registered, the first-named of such persons, is entitled to payment in respect of the [ Bonds A / Bonds B ] evidenced by this Bonds Certificate. Transfers of the [ Bonds A / Bonds B ] by the duly registered holder shall be made in accordance with the transfer restrictions in the Bonds Facility Agreement.

6. Governing law

This Bonds Certificate is governed by, and shall be construed in accordance with, English Law.

Signed by a duly authorised representative of the Issuer:

The Issuer

Signed by ) ) for and on behalf of )

[ISSUER]

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SCHEDULE 9

Form of Bonds Register

Aggregate Aggregate Principal Initial Amount Bondholder Principal Amount Amount Outstandi ’s Initial Amount s s ng Date Address Princip (for Dates of of of Principal (for all the and and Bonds al all the paymen paymen Dates of Amount Bonds held Amoun Dat bank Certifica Amount Bonds ts t paymen paymen Outstandi by t e of account te Numbe (per held by the of of ts ts ng the Terminati of New No Issue Issu Bondhold details for Serial r of each Bondholde Princip Princip of of (per each Bondholde on Transfe Bondhold . r e er payment Number Bonds Bond) r) al al interest interest Bond) r) Date r er

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SCHEDULE 10

Form of Accession Deed

To: GLAS SAS as Agent and Security Agent for itself and each of the other parties to the Intercreditor Agreement referred to below

From: [ Subsidiary ] and [ Parent ]

Dated: [ date ]

Dear Sir/Madam

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to the Facilities Agreement and to the Intercreditor Agreement. This deed (the " Accession Deed ") shall take effect as an Accession Deed for the purposes of the Facilities Agreement and as a Debtor Accession Agreement for the purposes of the Intercreditor Agreement (and as defined in the Intercreditor Agreement). Terms defined in the Facilities Agreement have the same meaning in this Accession Deed unless given a different meaning in this Accession Deed.
(b) [ Subsidiary ] agrees to become an Additional Guarantor and to be bound by the terms of the Facilities Agreement and the other Finance Documents (other than the Intercreditor Agreement) as an Additional Guarantor pursuant to Clause 30.2 ( Additional Guarantors ) of the Facilities Agreement. [ Subsidiary ] is a company duly incorporated under the laws of [ name of relevant jurisdiction ] and is a limited liability company and registered number [  ].
(c) [ Subsidiary's ] administrative details for the purposes of the Facilities Agreement and the Intercreditor Agreement are as follows:

Address:

Fax No.:

Attention:

(d) [ Subsidiary ] (for the purposes of this paragraph (d), the " Acceding Debtor ") intends to [incur Liabilities under the following documents]/[give a guarantee, indemnity or other assurance against loss in respect of Liabilities under the following documents]:
[ Insert details (date, parties and description) of relevant documents ]

(the " Relevant Documents ").

IT IS AGREED as follows:

(a) Terms defined in the Intercreditor Agreement shall, unless otherwise defined in this Accession Deed, bear the same meaning when used in this paragraph (d).
(b) The Acceding Debtor and the Security Agent agree that the Security Agent shall hold:
(i) any Security in respect of Liabilities created or expressed to be created pursuant to the Relevant Documents;
(ii) all proceeds of that Security; and

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(iii) all obligations expressed to be undertaken by the Acceding Debtor to pay amounts in respect of the Liabilities to the Security Agent as agent or security agent for, on the account of or for and on behalf of, the Secured Parties (in the Relevant Documents or otherwise) and secured by the Transaction Security together with all representations and warranties expressed to be given by the Acceding Debtor (in the Relevant Documents or otherwise) in favour of the Security Agent as agent or security agent for, on the account of or for and on behalf of, the Secured Parties,

as agent or security agent for, on the account of or for and on behalf of, the Secured Parties on the terms and conditions contained in the Intercreditor Agreement.

(c) The Acceding Debtor confirms that it intends to be party to the Intercreditor Agreement as a Debtor, undertakes to perform all the obligations expressed to be assumed by a Debtor under the Intercreditor Agreement and agrees that it shall be bound by all the provisions of the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement.
(d) [In consideration of the Acceding Debtor being accepted as an Intra-Group Lender for the purposes of the Intercreditor Agreement, the Acceding Debtor also confirms that it intends to be party to the Intercreditor Agreement as an Intra-Group Lender, and undertakes to perform all the obligations expressed in the Intercreditor Agreement to be assumed by an Intra-Group Lender and agrees that it shall be bound by all the provisions of the Intercreditor Agreement, as if it had been an original party to the Intercreditor Agreement]. [2]
(e) This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

THIS ACCESSION DEED has been executed as a deed on behalf of the Security Agent (for the purposes of paragraph (d) above only), signed on behalf of the Parent and by [ Subsidiary ] and is delivered on the date stated above.

[ Subsidiary ]

The Parent

By:

The Agent The Security Agent [ Agent ] [ Security Agent ]

By:

Date:

2 Include this paragraph in this Accession Agreement if the Subsidiary is also to accede as an Intra-Group Lender to the Intercreditor Agreement.

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SCHEDULE 11

Form of Resignation Letter

To: GLAS SAS as Agent

From: [ resigning Obligor ] and [ Parent ]

Dated: [ date ]

Dear Sir/Madam

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
(b) Pursuant to Clause 30.3 ( Resignation of a Guarantor ), we request that [resigning Obligor] be released from its obligations as a Guarantor under the Facilities Agreement and the Finance Documents (other than the Intercreditor Agreement).
(c)
We confirm that:
(i) no Default is continuing or would result from the acceptance of this request; and
(ii) [this request is given in relation to a [Third Party Disposal]/[Permitted Reorganisation] of [ resigning Obligor ]/[the Parent confirms that [ resigning Obligor ] is not a Material Company (or a Holding Company of an entity which is a Material Company);]*
(iii) [  ]**
(d) This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[ Parent ]

[ resigning Obligor

By:

NOTES:

Amend as appropriate in accordance with Clause 30.3 ( Resignation of a Guarantor
** Insert any other conditions required by the Facilities Agreement.

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SCHEDULE 12

Form of Compliance Certificate

To: GLAS SAS as Agent

From: [ Parent ]

Dated: [ date ]

Dear Sirs

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to the Facilities Agreement. This is a Compliance Certificate. Terms defined in the Facilities Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
(b) We confirm that:

[ Insert details of Financial Covenant test to be certified ].

(c) [We confirm that no Default is continuing.]*
(d) [We confirm that the following companies constitute Material Companies for the purposes of the Facilities Agreement: [  ].]**

[ Provide calculations, in reasonable detail, showing the basis for each such company's (other than any company which, at the time of the relevant Compliance Certificate, is an Obligor) classification as a Material Company ]

(e) [We confirm that the Guarantor Coverage Test referred to in Clause 26.26 ( Guarantors ) is satisfied.]

Signed

……………………………….

[chief executive officer]/[chief financial officer] of the Group

NOTES :

If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

** Only to be provided for the Compliance Certificate to be provided with the Annual Financial Statements.

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SCHEDULE 13

Timetables

Issues

Delivery of a duly completed Issue U-1 Request (Clause 5.1 ( Delivery of an Issue Request )) or a Selection Notice 09:00 a.m. (Paris time) (Clause 14.1 ( Selection of Interest Periods and Terms ))

LIBOR is fixed Quotation Day

09:00 a.m. (Paris time)

"U" = date of Issue or, if applicable, in the case of an Issue that has already been incurred, the first day of the relevant Interest Period for that Issue

"U – X" = X Business Days prior to date of Issue

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SCHEDULE 14

Agreed Security Principles

1. Agreed Security Principles

The guarantees and Security to be provided will be given in accordance with the security principles (the " Agreed Security Principles ") set out in this Schedule. This Schedule addresses the manner in which the Agreed Security Principles will impact on the guarantees and Security proposed to be taken in relation to this transaction.

The Agreed Security Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining guarantees and Security from all Obligors in every jurisdiction in which Obligors are incorporated. In particular:

(a) general statutory limitations, financial assistance, corporate benefit, fraudulent preference, "thin capitalisation", "earnings stripping", "controlled foreign corporation" and "capital maintenance" rules, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of an Obligor to provide a guarantee or Security or may require that the guarantee or Security be limited by an amount or otherwise;
(b) the Security and extent of its perfection will be agreed on the basis that the cost to the Group of providing Security shall be proportionate to the benefit accruing to the Finance Parties;
(c) any assets subject to third party arrangements which are not prohibited by this Agreement which prevent those assets from being charged will be excluded from any relevant security document provided that reasonable endeavours (taking into account the legitimate interest of the relevant Obligor not to adversely affect the commercial relationship with such third paty (if any)) to obtain consent to charging any such assets shall be used by the relevant Obligor if the relevant asset is material;
(d) members of the Group will not be required to give guarantees or enter into security documents if the giving of guarantees and entry into of security documents:
(i) is not within the legal capacity of the relevant member of the Group or would contravene any legal prohibition;
(ii) would conflict with the fiduciary duties of their directors or officers or would result in a material risk of personal or criminal liability on the part of any of their directors or officers; or
(iii) would contravene any contractual prohibition, provided that (A) such contractual prohibition was not entered into for the purposes of avoiding the requirement to provide a guarantee or Security under this Agreement and (B) the relevant member of the Group shall use reasonable endeavours to overcome any such contractual prohibition;
(e) the granting of guarantees and Security, perfection of Security, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Finance Documents therefor or (if earlier or to the extent no such time periods are specified in the Finance Documents) within the time periods specified by applicable law in order to ensure due perfection. Until a Declared Default has occurred, the perfection of security granted will not be required if it would have a material adverse effect on the ability of

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the relevant Obligor to conduct its operations and business in the ordinary course as otherwise permitted by the Finance Documents;

(f) subject to paragraph (b) above, the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties;
(g) unless granted under a global security document governed by the law of the jurisdiction of an Obligor, all security (other than share Security over shares issued by any Obligor or Material Company subsidiaries) shall be governed by the law of and secure assets located in the jurisdiction of incorporation of that Obligor; and
(h) no perfection action will be required in jurisdictions where (i) no Obligors are located, (ii) no Obligors conduct their business or (iii) no material assets are located (if and to the extent Security is created in such jurisdictions).

2. Guarantors and Security

(a) Each guarantee and Security will be (where relevant) an upstream, cross-stream and downstream guarantee and each guarantee and Security will be for all liabilities of the Obligors under the Finance Documents in accordance with, and subject to, the requirements of the Agreed Security Principles in each relevant jurisdiction and the relevant guarantee limitations as set out in Clause 22 (Guarantee and Indemnity) or the relevant Accession Deed
(b) To the extent possible, all Security shall be given in favour of the Security Agent and not the Finance Parties individually. "Parallel debt" provisions will be used where necessary and permitted by law. To the extent possible, there should be no action required to be taken in relation to the guarantees or Security when any Bondholder transfers any of its participation in the Facilities to a new Bondholder.
(c) The parties agree that the overriding principle is for Security only to be granted by members of the Group (which are otherwise required to become Obligors in accordance with the terms hereof) only in respect of:
(i) shares owned in Material Companies or Obligors;
(ii) bank accounts located in the jurisdiction of incorporation of such member of the Group; and
(iii) claims in respect of Intra-Group Loans,

and no other Security shall be required to be given in relation to any other asset, unless granted under a global or general security document or general floating charge to the extent possible and customary in the jurisdiction of incorporation of the relevant members of the Group providing such Security (which, without limitation, shall be the case in relation to entities incorporated in the United Kingdom, Canada (or a province or territory therein), Australia (including under a featherweight general security agreement on the basis of the security structure implemented in respect of Foraco Australia on the Closing Date) and the United States of America) and without incurring material costs.

(d) The cost of any re-execution, notarisation, re-registration, amendment or other perfection requirement for any security on any transfer shall be for the account of the transferee Bondholder.
(e) There will be no Security over any real estate (including, for certainty, leases of real estate and assets affixed to real estate).

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(f) The scope of the security over Brazilian material assets shall be limited to equipment (i.e. mainly rigs) with an individual accounting value greater than or equal to USD 100,000.
(g) Where an Obligor acquires assets of material value or significance after the date on which it initially grants Security and which are not otherwise the subject of a global or general security document or general floating charge or over which Security over future assets of the same type as those already secured is in place, such Obligor shall enter into security arrangements in accordance with the Agreed Security Principles in respect of such assets if they are of a type and materiality which, if owned at the Closing Date, would have been secured in accordance with the Agreed Security Principles.
(h) Any Transaction Security Document shall only be required to be notarised or notarially certified if required by appplicable law in order for the relevant Security to become effective or admissible in evidence.

3. Terms of Transaction Security Documents

(a) The following principles will be reflected in the terms of any security taken as part of this transaction:
(i) the Security will be first ranking, to the extent possible and subject to any Security over the relevant asset which is expressly permitted by this Agreement and which is already expressed to be first ranking;
(ii) Security will not be enforceable until the occurrence of a Declared Default, provided that the French fiducie will be enforceable upon the occurrence of a Declared Default (irrespective of the effect of the notice referred in the definition thereof, and in particular irrespective of any effect of insolvency proceedings (or other similar proceedings) opened in respect of the relevant Obligor on the validity, enforceability, stay (“suspension”), effectiveness, inadmissibility (“irrecevabilité”) or otherwise of any such notice) or the occurrence of a failure to pay which constitutes an Event of Default;
(iii) Remedies under Transaction Security Documents governed by the laws of any province or territory of Canada will not be exercisable until the occurrence of a Declared Default;
(iv) if an Obligor grants Security over its bank accounts it shall be free to deal with those accounts (other than any accounts which are specifically blocked) in the course of its business until a Declared Default.
(b) If required by local law to perfect the Security, notice of the Security will be served on the account bank as soon as reasonably practicable after the Security being granted and the Obligor shall use its reasonable endeavours to obtain an acknowledgement of that notice within twenty (20) Business Days of service. Any obligation on the Obligor to use such reasonable endeavours to obtain an acknowledgement of the notification from such bank shall cease on the expiry of the abovementioned twenty (20) Business Day period. No notice shall be served if the same would prevent the Obligor from using a bank account in the course of its business (irrespective of whether providing notice of the Security is required for perfection). The Security Agent may however serve a notice on the account bank in such a circumstance if a Declared Default has occurred. Any Security over bank accounts shall be subject to any prior Security in favour of the account bank which are created either by law or in the standard terms and conditions of the account bank or as part of the Group's cash management arrangements. The notice of Security shall request that these are waived by the account bank but the Obligor shall not be required to change its banking arrangements if these Security are

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not waived or only partially waived. The pledgor shall use its commercially reasonable efforts within twenty (20) Business Days following the entry into of the relevant Security over bank accounts to ensure perfection by control with respect to assets requiring perfection through control agreements or other control arrangements, including deposit accounts, securities accounts and commodities accounts.

(c) Representations and undertakings shall only be included in each Transaction Security Document to confirm due authorisation, validity, enforceability, title to assets and registration or perfection of Security if no equivalent provision is contained in this Agreement unless otherwise required by local law and there shall be no Events of Default or requirements to pay costs, provisions for default or penalty interest, tax gross-up or any indemnities unless these are required as a matter of local law or for the creation or perfection of the security and are identical (to the extent possible) to those contained in this Agreement.
(d) The provisions of each Transaction Security Document will not be unduly burdensome on the Obligors or interfere materially with the operation of their business and will be limited to those required to create effective Security or perfect it, and not impose commercial obligations.
(e) No certificates of title or reports on title or other form of due diligence will be required in connection with any asset to be secured.
(f) Information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to create/refresh, perfect or register the Security and, unless required to be provided by local law more frequently, be provided annually (or, following the occurence of certain Events of Default which are continuing, on the Security Agent's reasonable request).
(g) The Finance Parties shall only be able to exercise a power of attorney following the occurrence of a Declared Default or if the relevant Obligor has failed to comply with a further assurance or perfection obligation within twenty (20) Business Days of being notified of that failure and being requested to comply.
(h) The Transaction Security Documents will, where possible and practical, automatically create Security over future assets of the same type as those already secured.
(i) The Transaction Security Documents should not operate so as to prevent transactions which are not prohibited by this Agreement or to require additional consents or authorisations from the Finance Parties to carry out those transactions.
(j) The Transaction Security Documents will not accrue interest on any amount in respect of which interest is accruing under this Agreement.

4. Security over Shares

(a) Subject to the Agreed Security Principles, the shares or partnership interests in each Obligor (other than the Parent) shall be subject to Transaction Security.
(b) The Transaction Security Documents will be governed by the laws of the jurisdiction of the Obligor or Material Company whose shares or partnership interests are being subject to Transaction Security and not by the law of the jurisdiction of the Obligor granting the Security (except for those shares or partnership interests owned by Foraco International and which shall be subject to a French fiducie in accordance with the terms of the Finance Documents).

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(c) Until a Declared Default, the pledgors will be permitted to retain and to exercise voting rights to any shares or partnership interests pledged by it in a manner which does not adversely affect the validity or enforceability of the Security or cause an Event of Default to occur and the pledgors will be permitted to receive and retain dividends, it being specified however that pledgors having granted Transaction Security over shares or partnership interests subject to French law will be permitted to retain and to exercise voting rights relating thereto and pledged by it until enforcement of the relevant Transaction Security. Without prejudice to the previous sentence, the Finance Parties may elect not to obtain any voting rights in any or all jurisdictions.
(d) Where customary the share certificate (or other document evidencing title to the relevant shares or partnership interests) and a stock transfer form (or local law equivalent) executed in blank will be provided to the Security Agent and where required by law the share certificate (or relevant other document evidencing title) or shareholders register will be endorsed or written up and the endorsed share certificate (or relevant other document evidencing title) or a copy of the written up register provided to the Security Agent.
(e) To the extent applicable, unless the restriction is required by law (or the pledged entity is a non-wholly owned member of the Group (in which case the obligation in this paragraph is limited to using reasonable endeavours provided that the Parent determines (acting reasonably) that such endeavours will not involve placing its commercial relationship with other shareholders, partners or members in jeopardy)), within twenty (20) Business Days (or such longer period as is reasonably practicable under applicable local law) after the relevant pledge has been granted any amendment to the constitutional documents of the pledged entity will be filed with the relevant authority to remove any restriction on the pledging of shares or partnership or membership interests or on the transfer or the registration of the transfer of the shares or partnership or membership interests on enforcement of the security granted over them.

5. Release of Security

Unless required by local law, the circumstances in which the Security shall be released should not be dealt with in individual Transaction Security Documents but, if so required, shall, except to the extent required by local law, be the same as those set out in the Intercreditor Agreement.

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SCHEDULE 15

Forms of Notifiable Debt Purchase Transaction Notice

PART 1 Form of notice on entering into Notifiable Debt Purchase Transaction

To: [  ] as Agent

From: [ The Bondholder ]

Dated:

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to paragraph (b) of Clause 29.3 ( Disenfranchisement on Debt Purchase Transactions entered into by Non-Debt Fund Affiliates ) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.
(b) We have entered into a Notifiable Debt Purchase Transaction.
(c) The Notifiable Debt Purchase Transaction referred to in paragraph (b) above relates to the amount of our Commitment(s) as set out below.

Amount of our Commitment to which Notifiable Debt Commitment Purchase Transaction relates (Euro)

[Bonds A Facility [ insert amount (of that Commitment) to which the relevant Commitment] Debt Purchase Transaction applies ] [Bonds B Facility [ insert amount (of that Commitment) to which the relevant Commitment] Debt Purchase Transaction applies ]

[Bondholder]

By:

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PART 2 Form Of Notice on termination of Notifiable Debt Purchase Transaction/Notifiable Debt Purchase Transaction ceasing to be with Non-Debt Fund Affiliate

To: GLAS SAS as Agent

From: [ The Bondholder

Dated:

Foraco – Bonds Facilities Agreement dated 7 July 2021 (the "Facilities Agreement")

(a) We refer to paragraph (d) of Clause 29.3 ( Disenfranchisement on Debt Purchase Transactions entered into by Non-Debt Fund Affiliates ) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.
(b) A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [  ] has [terminated]/[ceased to be with a Non-Debt Fund Affiliate].[]
(c) The Notifiable Debt Purchase Transaction referred to in paragraph (b) above relates to the amount of our Commitment(s) as set out below.

Amount of our Commitment to which Notifiable Debt Commitment Purchase Transaction relates (Euro)

[Bondholder]

By:

[  ]

 Delete as applicable.

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SCHEDULE 16

Compounded Rate Terms

CURRENCY:

US Dollars.

Cost of funds as a fallback

Cost of funds will apply as a fallback.

Definitions

Additional Business Days:

An RFR Banking Day.

Rate Switch Date:

(a) in relation to a Rate Switch Currency, the earlier of:
(i) the Backstop Rate Switch Date; and
(ii) any Rate Switch Trigger Event Date; and

for that Rate Switch Currency; or

(b) in relation to a Rate Switch Currency which:
(i) becomes a Rate Switch Currency after the date of this Agreement; and
(ii) for which there is a date specified as the "Rate Switch Date" in the Compounded Rate Terms for that currency,

that date.

Backstop Rate Switch Date:

31 December 2022.

Rate Switch Trigger Event Date:

(a) in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Issues in that Rate Switch Currency:
(i)
(A) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
(B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which

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reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that , in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii) the administrator of that Screen Rate publicly announces that it has ceased or will cease to provide that Screen Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate for that Quoted Tenor;
(iii) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or
(iv) the administrator of that Screen Rate or its supervisor publicly announces that that Screen Rate for any Quoted Tenor may no longer be used; and
(b) in relation to any Rate Switch Currency and the Screen Rate for the Term Reference Rate applicable to Issues in that Rate Switch Currency, the supervisor of the administrator of that Screen Rate publicly announces or publishes information:
(i) stating that that Screen Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); and
(ii) with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication.

Break Costs:

The actual costs and losses (if any) which a Bondholder certifies (with reasonable details of calculation) that it has incurred in administering the repayment of all or part of an Issue on a day other than an Interest payment date for

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that Issue.

Business Day Conventions (definition	(a)	If any period is expressed to accrue by reference
*of "Month" and Clause 14.2 (Non-***		to a Month or any number of Months then, in
Business Days)):		respect of the last Month of that period:
		(i) subject to paragraph (iii) below, if the
		numerically corresponding day is not a
		Business Day, that period shall end on
		the next Business Day in that calendar
		month in which that period is to end if
		there is one, or if there is not, on the
		immediately preceding Business Day;
		(ii) if there is no numerically corresponding
		day in the calendar month in which that
		period is to end, that period shall end on
		the last Business Day in that calendar
		month; and
		(iii) if an Interest Period begins on the last
		Business Day of a calendar month, that
		Interest Period shall end on the last
		Business Day in the calendar month in
		which that Interest Period is to end.
	(b)	If an Interest Period would otherwise end on a
		day which is not a Business Day, that Interest
		Period will instead end on the next Business Day
		in that calendar month (if there is one) or the
		preceding Business Day (if there is not).
Central Bank Rate:	(a)	The short-term interest rate target set by the US
		Federal Open Market Committee as published by
		the Federal Reserve Bank of New York from time
		to time; or
	(b)	if that target is not a single figure, the arithmetic
		mean of:
		(i) the upper bound of the short-term interest
		rate target range set by the US Federal
		Open Market Committee and published
		by the Federal Reserve Bank of New
		York; and
		(ii) the lower bound of that target range.
Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of
	business on any RFR Banking Day, the mean (calculated
	by the Bondholder) of the Central Bank Rate Spreads for
	the five most immediately preceding RFR Banking Days
	for which the RFR was available, excluding the days with
	the highest (and, if there is more than one highest spread,
	only one of those highest spreads) and lowest spreads (or,

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if there is more than one lowest spread, only one of those lowest spreads) to the Central Bank Rate.

For this purpose, " Central Bank Rate Spread " means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Bondholder between:

(a) the RFR for that RFR Banking Day; and
(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.

Credit Adjustment Spread:

3 Months : 0.26161

6 Months : 0.42826

Daily Rate :

The " Daily Rate " for any RFR Banking Day is:

(a) the RFR for that RFR Banking Day; or
(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:
(i) the Central Bank Rate for that RFR Banking Day; and
(ii) the applicable Central Bank Rate Adjustment; or
(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:
(i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and
(ii) the applicable Central Bank Rate Adjustment,

rounded, in either case, to four decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero point five percent, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero point five percent.

Lookback Period:

Five RFR Banking Days.

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Market Disruption Rate: The percentage rate per annum which is the aggregate of:

(a) the Cumulative Compounded RFR Rate for the Interest Period of the relevant Issue; and

(b) the applicable Credit Adjustment Spread.

Relevant Market:

The market for overnight cash borrowing collateralised by US Government securities.

Reporting Day:

The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.

RFR:

The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

RFR Banking Day:

Any day other than:

(a) a Saturday or Sunday; and

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

RFR Contingency Period Three (3) Months.

Interest Periods

Length of Interest Period in absence of Three (3) Months. selection (paragraph (c) of Clause 14.1 ( Selection of Interest Periods and Terms )):

Periods capable of selection as Interest Three (3) or six (6) Months. Periods (paragraph (d) of Clause 14.1 ( Selection of Interest Periods and Terms )):

Reporting Times

Deadline for Bondholders to report Close of business in London on the Reporting Day for the market disruption in accordance with relevant Issue. Clause 15.3 ( Market disruption )

Deadline for Bondholders to report their cost of funds in accordance with Clause 15.4 ( Cost of funds )

Close of business on the date falling two (2) Business Days after the Reporting Day for the relevant Issue (or, if earlier, on the date falling three (3) Business Days before the date on which interest is due to be paid in respect of

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The " Daily Non-Cumulative Compounded RFR Rate " for any RFR Banking Day " i " during an Interest Period for a Compounded Rate Issue is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Agent, taking into account the capabilities of any software used for that purpose) calculated as set out below:

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where:

" UCCDRi " means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day " i ";

" UCCDRi-1 " means, in relation to that RFR Banking Day " i ", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

" dcc " means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

" ni " means the number of calendar days from, and including, that RFR Banking Day " i " up to, but excluding, the following RFR Banking Day; and

the " Unannualised Cumulative Compounded Daily Rate " for any RFR Banking Day (the " Cumulated RFR Banking Day ") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Agent, taking into account the capabilities of any software used for that purpose):

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where:

" ACCDR " means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

" tni " means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

" Cumulation Period " means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

" dcc " has the meaning given to that term above; and

the " Annualised Cumulative Compounded Daily Rate " for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to 4 decimal places, until such time the Agent’s system is able to accommodate rounding to 5 decimal places) calculated as set out below:

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----- Start of picture text -----

where:
----- End of picture text -----

" d0 " means the number of RFR Banking Days in the Cumulation Period;

" Cumulation Period " has the meaning given to that term above;

" i " means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

" DailyRatei-LP " means, for any RFR Banking Day " i " in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day " i ";

" ni " means, for any RFR Banking Day " i " in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day " i " up to, but excluding, the following RFR Banking Day;

" dcc " has the meaning given to that term above; and

" tni " has the meaning given to that term above.

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SCHEDULE 20

Cumulative Compounded RFR Rate

The " Cumulative Compounded RFR Rate " for any Interest Period for a Compounded Rate Issue is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of " Annualised Cumulative Compounded Daily Rate " in Schedule 19 ( Daily NonCumulative Compounded RFR Rate )) calculated as set out below:

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where:

" d0 " means the number of RFR Banking Days during the Interest Period;

" i " means a series of whole numbers from one to d 0 , each representing the relevant RFR Banking Day in chronological order during the Interest Period;

" DailyRatei-LP " means for any RFR Banking Day " i " during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day " i ";

" ni " means, for any RFR Banking Day " i ", the number of calendar days from, and including, that RFR Banking Day " i " up to, but excluding, the following RFR Banking Day;

" dcc " means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

" d " means the number of calendar days during that Interest Period.

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SCHEDULE 21

Form of Monthly Management Accounts and MD&A

EU-DOCS\32946912.15

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Management Reporting templates

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A GLOBAL LEADER IN MINERAL DRILLING SERVICES

TSX : FAR integrity innovation involvement www.foraco.com

Executive summary

❖ Active rigs
❖ Rig count
❖ Order book
❖ Revenue comparison (Month & YTD) by region
❖ P&L activity (Month & YTD) by region
❖ Consolidated P&L (Month & YTD)
❖ Capex
❖ May Cash flow
❖ Headcount

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integrity innovation involvement

TSX : FAR

www.foraco.com

FORWARD-LOOKING STATEMENTS

Certain statements herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include, but are not limited to, statements or information with respect to: the business and development of the Company; the Company’s future business and strategies; and requirements for additional capital and future financing. Forwardlooking statements or information also includes information contained in pro forma financial statements.

Often, but not always, forward-looking statements or information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things, the assumptions made in connection with the preparation of the pro forma financial statements. Although our management believes that the assumptions made and the expectations represented by such statement or information are reasonable, there can be no assurance that a forward-looking statement or information referenced herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information.

Readers should also refer to the Company’s Annual Information Form for the year ended December 31, 2020 and the Company’s most recent Management Discussion and Analysis and the risk factors discussed in such documents for additional information on risks and uncertainties relating to forward-looking statements and information. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to reissue or update any forward-looking statements or information as a result of new information or events after the date hereof except as may be required by law. All forward-looking statements and information contained in this presentation are qualified by this cautionary statement.

TSX : FAR

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www.foraco.com

Active Rigs

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Rig count and location

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Comments :

XXXXXXX

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Order Book

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April 2020	225,279
May 2020	216,747
June 2020	215,592
July 2020	214,532
August 2020	240,000
September 2020	245,000
October 2020	248,123
November 2020	260,000
December 2020	270,100
January 2021	273,030
February 2021	262,176
March 2021	251,629
April 2021	234,467
May 2021	244,388

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www.foraco.com

Activity YTD May 2021

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➢ Comments:

XXXXXXX

www.foraco.com

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TSX : FAR

Capex

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❖ Comments :

❖ XXXXXX

integrity innovation involvement

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www.foraco.com

2021 May Cash Flow

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Headcount

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TSX : FAR

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www.foraco.com TSX : FAR

[FORACO - BONDS FACILITIES AGREEMENT]


SIGNATURES
Party	Notices Details
Foraco International Parent and Issuer Address: 26, Plage de L'Estaque 13016 Marseille, France Attn.: M. Jean-Pierre CHARMENSAT Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons]

(signed) Jean-Pierre Charmensat (signed) Daniel Simoncini

By: Jean-Pierre Charmensat and Daniel Simoncini, duly authorised

Foraco Canada Address: 1839 Seymour Street Company and Issuer North Bay, Ontario P1A 0C7, Canada Attn.: Timothy BREMNER Tel: [ Contact information redacted for confidentiality reasons ] Fax: [ Contact information redacted for confidentiality reasons ] E-mail [ Contact information redacted for confidentiality reasons ]

(signed) Tim Bremner

By: Tim Bremner and/or Jean-Pierre Charmensat, duly authorised

[FORACO - BONDS FACILITIES AGREEMENT]


SIGNATURES
Party	Notices Details
Foraco Australia Pty Ltd. Original Guarantor Address: 10 Ballantyne Road, Kewdale WA 6105, Australia Attn.: M. Peter Jacobs Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons]

( signed) Peter Jacobs

By: Peter Jacobs, duly authorised

( signed) [ Witness information redacted for confidentiality reasons ]

Witnessed by: [ Contact information redacted for confidentiality reasons ]

[FORACO - BONDS FACILITIES AGREEMENT]

SIGNATURES	SIGNATURES
Party	Notices Details
Foraco Holding Participaçoes LTDA Original Guarantor Address: Avenidas das Oliveiras, s/n° Qd. 23, Lt 1 Setor Novo Horizonte Crixás - GO CEP 76.510-00 - Brasil Mail delivery address: Avenida E Nº 1470 Qd. B-29A Lt. Unico, Ed JK Concept Business, Sala 1406, Setor Jardim Goiás - Goiânia - GO CEP 74.810-030 – Brazil Attn.: Mr. Olivier DEMESY Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons] (signed) Wanderlei Machado (signed) Jirlane Silva By: Wanderlei Machado and Jirlane Silva, duly authorised Servitec Foraco Sondagem SA Original Guarantor Address: Avenida das Oliveiras, s/n° Qd. 23, Lt 1 Setor Novo Horizonte Crixás - GO CEP 76.510-00 - Brasil Mail delivery address: Avenida E Nº 1470 Qd. B-29A Lt. Unico, Ed JK Concept Business, Sala 1406, Setor Jardim Goiás - Goiânia - GO CEP 74.810-030 – Brazil Attn.: M. Olivier DEMESY Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons]

SIGNATURES

Party

Notices Details

Foraco Holding Participaçoes LTDA
Original Guarantor
Address:
Avenidas das Oliveiras, s/n° Qd. 23,
Lt 1 Setor Novo Horizonte Crixás
- GO CEP 76.510-00 - Brasil
Mail
delivery
address:
Avenida E Nº 1470 Qd. B-29A Lt.
Unico, Ed JK Concept Business, Sala
1406, Setor Jardim Goiás - Goiânia -
GO CEP 74.810-030 – Brazil
Attn.:
Mr. Olivier DEMESY
Tel:
[Contact information
redacted
for
confidentiality reasons]
Fax:
[Contact information
redacted
for
confidentiality reasons]
E-mail
[Contact information
redacted
for
confidentiality reasons]
(signed) Wanderlei Machado
(signed) Jirlane Silva
By: Wanderlei Machado and Jirlane Silva,
duly authorised
Servitec Foraco Sondagem SA
Original Guarantor
Address:
Avenida das Oliveiras, s/n° Qd. 23,
Lt 1 Setor Novo Horizonte Crixás
- GO CEP 76.510-00 - Brasil
Mail
delivery
address:
Avenida E Nº 1470 Qd. B-29A Lt.
Unico, Ed JK Concept Business, Sala
1406, Setor Jardim Goiás - Goiânia -
GO CEP 74.810-030 – Brazil
Attn.:
M. Olivier DEMESY
Tel:
[Contact information
redacted
for
confidentiality reasons]
Fax:
[Contact information
redacted
for
confidentiality reasons]
E-mail
[Contact information
redacted
for
confidentiality reasons]

(signed) Wanderlei Machado (signed) Jirlane Silva

By: Wanderlei Machado and Jirlane Silva, duly authorised

[FORACO - BONDS FACILITIES AGREEMENT]

SIGNATURES

SIGNATURES	SIGNATURES
Party	Notices Details
GLAS SAS Agent Address: 40 rue du Colisée, 75008 Paris, France Attn.: TMG France/Project Foraco Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons] (signed) Audrey Rivoalen By: Audrey Rivoalen, duly authorised GLAS SAS Security Agent Address: 40 rue du Colisée, 75008 Paris, France Attn.: TMG France/Project Foraco Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons] (signed) Audrey Rivoalen By: Audrey Rivoalen, duly authorised

SIGNATURES

Party

Notices Details

GLAS SAS
Agent
Address:
40 rue du Colisée, 75008 Paris, France
Attn.:
TMG France/Project Foraco
Tel:
[Contact
information
redacted
for
confidentiality reasons]
Fax:
[Contact
information
redacted
for
confidentiality reasons]
E-mail
[Contact
information
redacted
for
confidentiality reasons]
(signed) Audrey Rivoalen
By: Audrey Rivoalen, duly authorised
GLAS SAS
Security Agent
Address:
40 rue du Colisée, 75008 Paris, France
Attn.:
TMG France/Project Foraco
Tel:
[Contact
information
redacted
for
confidentiality reasons]
Fax:
[Contact
information
redacted
for
confidentiality reasons]
E-mail
[Contact information
redacted
for
confidentiality reasons]
(signed) Audrey Rivoalen
By: Audrey Rivoalen, duly authorised

[FORACO - BONDS FACILITIES AGREEMENT]

SIGNATURES

SIGNATURES	SIGNATURES
Party	Notices Details
Marathon Distressed Credit Master Fund Original Subscriber Address: One Bryant Park, 38th Floor New York, New York 10036 Attn.: Mario Caicedo / Sean Traynor Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons] (signed) Louis Hanover By: Marathon Asset Management L.P., its Investment Manager By: Louis Hanover, duly authorised MCSP Sub, LLC Original Subscriber Address: One Bryant Park, 38th Floor New York, New York 10036 Attn.: Mario Caicedo / Sean Traynor Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons] (signed) Louis Hanover By: Marathon Asset Management L.P., its Investment Manager By: Louis Hanover, duly authorised Marathon StepStone Master Fund LP Original Subscriber Address: One Bryant Park, 38th Floor New York, New York 10036 Attn.: Mario Caicedo / Sean Traynor Tel: [Contact information redacted for confidentiality reasons] Fax: [Contact information redacted for confidentiality reasons] E-mail [Contact information redacted for confidentiality reasons]

Party

Notices Details

Marathon Distressed Credit Master Fund
Original Subscriber
Address:
One Bryant Park, 38th Floor
New York, New York 10036
Attn.:
Mario Caicedo / Sean Traynor
Tel:
[Contact
information
redacted
for
confidentiality reasons]
Fax:
[Contact
information
redacted
for
confidentiality reasons]
E-mail
[Contact
information
redacted
for
confidentiality reasons]
(signed) Louis Hanover
By: Marathon Asset Management L.P.,
its Investment Manager
By: Louis Hanover, duly authorised
MCSP Sub, LLC
Original Subscriber
Address:
One Bryant Park, 38th Floor
New York, New York 10036
Attn.:
Mario Caicedo / Sean Traynor
Tel:
[Contact
information
redacted
for
confidentiality reasons]
Fax:
[Contact
information
redacted
for
confidentiality reasons]
E-mail
[Contact
information
redacted
for
confidentiality reasons]
(signed) Louis Hanover
By: Marathon Asset Management L.P.,
its Investment Manager
By: Louis Hanover, duly authorised
Marathon StepStone Master Fund LP
Original Subscriber
Address:
One Bryant Park, 38th Floor
New York, New York 10036
Attn.:
Mario Caicedo / Sean Traynor
Tel:
[Contact
information
redacted
for
confidentiality reasons]
Fax:
[Contact
information
redacted
for
confidentiality reasons]
E-mail
[Contact
information
redacted
for
confidentiality reasons]

(signed) Louis Hanover By: Marathon Asset Management L.P., its Investment Manager By: Louis Hanover, duly authorised

AI assistant

Foraco International SA — Capital/Financing Update 2021

46069_rns_2021-07-19_d5a997ab-be6d-4f37-8c03-5442ac304cd9.pdf

BONDS FACILITIES AGREEMENT

FORACO INTERNATIONAL S.A. FORACO CANADA LTD. as Issuers and Original Guarantors

7 JULY 2021

CONTENTS

BETWEEN :

1. DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS

" Acceptable Bank " means:

" Accounting Principles " means:

" Accounting Reference Date " means 31 December.

" Bail-In Legislation " means:

" Bank Levy " means:

" Base Currency " means US Dollar.

" Bondholder " means:

" Bonds A Facility Commitment " means:

" Bonds B Facility Commitment " means:

" Break Costs " means:

" Cash Equivalent Investments " means at any time:

" Change of Control " means:

" Facility Office " means:

" FATCA Application Date " means:

" Industrial Competitor " means:

" Intellectual Property " means:

" Legal Reservations " means:

" Original Financial Statements " means:

" Permitted Acquisition " means:

" Permitted Disposal " means:

" Permitted Financial Indebtedness " means:

" Permitted Guarantee " means:

" Permitted Holding Company Activity " means:

" Permitted Joint Venture " means:

" Permitted Loan " means:

" Permitted Reorganisation " means:

" Permitted Security " means:

" Permitted Securities Issue " means:

" Permitted Transaction " means:

" Permitted Treasury Transaction " means:

" Rate Switch Date " means:

" Rate Switch Trigger Event " means:

" Sanctions Authority " means:

" Write-down and Conversion Powers " means:

1.2 CONSTRUCTION

1.3 FRENCH TERMS

1.4 BRAZILIAN TERMS

1.5 EXCHANGE RATE FLUCTUATION

1.6 BASKETS, TESTS AND PERMISSIONS

1.7 THIRD PARTY RIGHTS

2. THE FACILITIES

2.1 THE FACILITIES

2.2 BOND INSTRUMENTS: MISCELLANEOUS

2.3 BOND INSTRUMENTS: SELLING/TRANSFER RESTRICTIONS

2.4 PRIVATE PLACEMENT OF BONDS – NO PUBLIC OFFERING IN FRANCE

2.5 FINANCE PARTIES' RIGHTS AND OBLIGATIONS

3. PURPOSE

3.1 PURPOSE

3.2 MONITORING

4. CONDITIONS OF ISSUE

4.1 INITIAL CONDITIONS PRECEDENT

4.2 FURTHER CONDITIONS PRECEDENT

4.3 MAXIMUM NUMBER OF ISSUES

5. ISSUES

5.1 DELIVERY OF AN ISSUE REQUEST

5.2 COMPLETION OF AN ISSUE REQUEST FOR ISSUES

5.3 CURRENCY AND AMOUNT

5.4 BONDHOLDERS' PARTICIPATION

5.5 LIMITATIONS ON ISSUES

5.6 CANCELLATION OF COMMITMENT

6. BONDS REGISTERS

6.1 AGENT TO MAINTAIN BONDS REGISTERS

6.2 MAINTENANCE OF BONDS REGISTERS

7. BONDS CERTIFICATES

7.1 ISSUE OF BONDS CERTIFICATES

7.2 SIGNING AND AUTHENTICATING BONDS CERTIFICATES

7.3 STATUS OF BONDS CERTIFICATE

7.4 STOCKS OF BLANK BONDS CERTIFICATES

7.5 DELIVERY OF REPLACEMENTS

7.6 REPLACEMENT BONDS CERTIFICATES

Foraco International SA Capital/Financing Update 2021