Certain information has been redacted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K.

/s/ Thomas Ingenlath

/s/ Per Ansgar

SECTION 1

INTERPRETATION

1.

SECTION 2

THE FACILITIES

2.

3.

4.

SECTION 3

UTILISATION

5.

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

7.

8.

9.

SECTION 5

COSTS OF UTILISATION

10.

11.

12.

13.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

14.

15.

16.

17.

18.

SECTION 7

GUARANTEE

19.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20.

21.

22.

23.

24.

SECTION 9

CHANGES TO PARTIES

25.

26.

27.

SECTION 10

THE FINANCE PARTIES

28.

29.

30.

31.

SECTION 11

ADMINISTRATION

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

SECTION 12

GOVERNING LAW AND ENFORCEMENT

44.

45.

46.

SCHEDULE 1 The Original Lenders

SCHEDULE 2 Conditions Precedent

SCHEDULE 3 Requests

SCHEDULE 4 Form of Transfer Certificate

SCHEDULE 5 Form of Assignment Agreement

SCHEDULE 6 Form of Compliance Certificate

SCHEDULE 7 Timetables

SCHEDULE 8 Forms of Notifiable Debt Purchase Transaction Notice

SCHEDULE 9 Form of Green Loan Impact Report

SCHEDULE 10 Form of QPP Certificate

POLESTAR AUTOMOTIVE HOLDING UK PLC, with company registration number 13624182 and its registered address at The Pavilions, Bridgwater Road, Bristol, England, BS13 8AE (the “Company” or “Borrower”);

POLESTAR PERFORMANCE AB, with registration number 556653-3096 and its registered address at Assar Gabrielssons väg 9, 405 31 Gothenburg, Sweden (the “Guarantor”);

BNP PARIBAS, a public limited company (société anonyme) incorporated in the Republic of France with the liability of its members being limited and having a branch in Hong Kong, NATIXIS, HONG KONG BRANCH (incorporated in France and the liability of its members is limited), and STANDARD CHARTERED BANK (each a “Global Coordinator” and together the “Global Coordinators”);

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH, BNP PARIBAS, a public limited company (société anonyme) incorporated in the Republic of France with the liability of its members being limited and having a branch in Hong Kong, NATIXIS, HONG KONG BRANCH (incorporated in France and the liability of its members is limited) and STANDARD CHARTERED BANK (each a “Joint Green Loan Lead Coordinator” and together the “Joint Green Loan Lead Coordinators”);

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as green loan coordinator (the “Green Loan Coordinator”);

BNP PARIBAS, a public limited company (société anonyme) incorporated in the Republic of France with the liability of its members being limited and having a branch in Hong Kong, NATIXIS, HONG KONG BRANCH (incorporated in France and the liability of its members is limited), STANDARD CHARTERED BANK, THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH and SHANGHAI PUDONG DEVELOPMENT BANK CO., LTD. (acting through its Offshore Banking Unit) (a company incorporated in the PRC with limited liability) as mandated lead arrangers and bookrunners (each an “MLAB” and together the “MLABs”);

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (incorporated in France with limited liability), China Bohai Bank Co., Ltd. Shanghai Free Trade Zone Branch, MIZUHO BANK, LTD. (incorporated in Japan with limited liability), MUFG Bank, Ltd. (incorporated in Japan with limited liability), Hong Kong Branch, CITIGROUP GLOBAL MARKETS ASIA LIMITED and CHINA ZHESHANG BANK CO., LTD. (HANGZHOU BRANCH) as mandated lead arrangers (each an “MLA” and together the “MLAs”);

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

STANDARD CHARTERED BANK, incorporated in England by Royal Charter 1853 of 1 Basinghall Avenue, 6^th Floor London EC2V 5DD, United Kingdom, as agent of the other Finance Parties (the “Agent”);

STANDARD CHARTERED BANK, incorporated in England by Royal Charter 1853 of 1 Basinghall Avenue, 6^th Floor London EC2V 5DD, United Kingdom, as security agent for the Secured Parties (the “Security Agent”); and

STANDARD CHARTERED BANK, incorporated with limited liability in England by Royal Charter 1853 (Reference No. ZC18), whose principal office is at 1 Basinghall Avenue, London EC2V 5DD, United Kingdom as account bank (the “Account Bank”)

DEFINITIONS AND INTERPRETATION

Definitions

the amount of its participation in any outstanding Loans under that Facility; and

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

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

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(in relation to any date for payment or purchase of USD) New York;

(in relation to the fixing of an interest rate for any Loan (Facility B)), which is a US Government Securities Business Day; or

(in relation to any date for payment or purchase of EUR or fixing of an interest rate for any Loan (Facility A)) any TARGET Day.

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

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

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

the lower bound of that target range.

CME Term SOFR for a period equal in length to the applicable Interest Period for that US Government Securities Business Day; and

the Central Bank Rate prevailing at close of business on that US Government Securities Business Day.

Mr. Li ceases to:

directly or indirectly hold legally and beneficially at least 80 per cent. of the issued share capital of the Keepwell Provider, or Control the Keepwell Provider; or

directly or indirectly hold legally and beneficially 100 per cent. of the issued share capital of PSD, or Control PSD; or

the Keepwell Provider ceases to:

directly or indirectly hold legally and beneficially at least 51 per cent. of the issued share capital of VCC or Control VCC; or

directly or indirectly hold legally and beneficially at least 25 per cent. of the issued share capital of Geely Automobile or Control Geely Automobile; or

VCC and PSD (or any other person in which Mr. Li directly or indirectly holds at least 51 per cent. of the shares or equity interests), collectively, cease to directly or indirectly hold legally and beneficially at least 51 per cent. of the issued share capital of the Borrower, or Control the Borrower; or

the Borrower ceases to directly or indirectly hold legally and beneficially 100 per cent. of the issued share capital of the Guarantor, or Control the Guarantor.

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment (Facility A)” in Schedule 1 (The Original Lenders) and the amount of any other Commitment (Facility A) transferred to it under this Agreement; and

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

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment (Facility B)” in Schedule 1 (The Original Lenders) and the amount of any other Commitment (Facility B) transferred to it under this Agreement; and

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

if solely by virtue of that person:

dealing in shares in or securities of a Competitor, where the relevant teams and employees engaged in such dealings operate on the public side of an information barrier;

becoming an equity investor or equity holder in a Competitor as a consequence of (i) a debt-for-equity swap in, or (ii) any other arrangement entered into in connection with any restructuring of debt whereby creditors acquire an equity interest in or the right to participate in the equity of or (iii) the enforcement of security over shares of, that Competitor; provided that the relevant teams and employees involved in such transactions are separated from any teams or employees working in relation to the Group and the Finance Documents (and related transactions) by way of an information barrier; or

being an equity investor or equity holder in a Competitor provided that the relevant teams and employees involved in such equity investment(s) are distinct from the teams or employees working in relation to the Group and the Finance Documents (and related transactions); or

where it is a financial institution subject to regulation or supervision by the Hong Kong Monetary Authority, the Monetary Authority of Singapore, the Financial Services Agency of Japan, the United Kingdom Financial Services Authority, the Bank of England, the European Central Bank, the Board of Governors of the Federal Reserve of the United States and/or any equivalent governmental authority regulating financial services in a jurisdiction or any successor or replacement governmental authority with equivalent principal functions from time to time or an Affiliate of such a financial institution.

any Group Member or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Group Member or any of its advisers,

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 39 (Confidential Information); or

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

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

any Funding Rate.

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

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

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with any Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water).

the pollution or protection of the Environment;

the conditions of the workplace; or

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.

the applicable Screen Rate as of the Specified Time for EUR and for a period equal in length to the Interest Period of that Loan (Facility A); or

as otherwise determined pursuant to Clause 12.1 (Unavailability of Screen Rate),

subject to paragraph (b), three (3) Months;

(to the extent relating to a Loan (Facility B)) if the Reference Rate is, or is based on, the Central Bank Rate, one (1) Month.

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

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

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

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

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

moneys borrowed;

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

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument (other than Trade Instruments, but, for the avoidance of doubt, including any equity linked indebtedness contemplated under paragraph (c) of the definition of “Permitted Distribution”);

the amount of any liability in respect of Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis (subject to customary exceptions in the ordinary course of trading));

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

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

shares which are expressed to be redeemable (other than the shares redeemable solely at the option of the issuer) on or prior to the date falling six Months after the Termination Date;

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

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

provided by or on behalf of a Group Member to a Finance Party and/or to any Joint Green Loan Lead Coordinator or the Green Loan Coordinator; or

approved by any Group Member, solely in connection with, and to the extent it relates to, any Green Loan Impact Report.)

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

the Agent otherwise rescinds or repudiates a Finance Document;

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

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

its failure to pay is caused by:

administrative or technical error; or

a Disruption Event; and

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

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

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or other official;

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

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

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

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

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

either:

the applicable CME Term SOFR (as of the Specified Time) for the longest period (for which CME Term SOFR is available) which is less than the Interest Period of that Loan (Facility B); or

if no such CME Term SOFR is available for a period which is less than the Interest Period of that Loan (Facility B), SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

the applicable CME Term SOFR (as of the Specified Time) for the shortest period (for which CME Term SOFR is available) which exceeds the Interest Period of that Loan (Facility B).

either:

the most recent applicable CME Term SOFR (as of a day which is not more than three U.S. Government Securities Business Days before the Quotation Day) for the longest period (for which CME Term SOFR is available) which is less than the Interest Period of that Loan (Facility B); or

if no such CME Term SOFR is available for a period which is less than the Interest Period of that Loan (Facility B), the most recent SOFR (for a day which is no more than five U.S. Government Securities Business Days and no less than two US Government Securities Business Days before the Quotation Day); and

the most recent applicable CME Term SOFR (as of a day which is not more than three U.S. Government Securities Business Days before the Quotation Day) for the shortest period (for which CME Term SOFR is available) which exceeds the Interest Period of that Loan (Facility B).

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

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

either:

the applicable ICE Term SOFR (as of the Specified Time) for the longest period (for which ICE Term SOFR is available) which is less than the Interest Period of that Loan (Facility B); or

if no such ICE Term SOFR is available for a period which is less than the Interest Period of that Loan (Facility B), SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

the applicable ICE Term SOFR (as of the Specified Time) for the shortest period (for which ICE Term SOFR is available) which exceeds the Interest Period of that Loan (Facility B).

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

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan (Facility 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, reorganisation and other laws generally affecting the rights of creditors;

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

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

any other matter which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered under clause 4.1 (Initial conditions precedent).

any Original Lender (Facility A); and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender (Facility A)” in accordance with Clause 25 (Changes to the Lenders),

any Original Lender (Facility B); and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender (Facility B)” in accordance with Clause 25 (Changes to the Lenders),

a Swedish law letter of comfort entered into by Snita dated on or around the Signing Date and endorsed by VCC in favour of the Finance Parties; or

a PRC law letter of comfort entered into by PSD and endorsed by the Keepwell Provider in favour of the Finance Parties.

in relation to Facility A, 2.85 per cent. per annum; or

in relation to Facility B, 3.35 per cent. per annum.

the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole;

the ability of an Obligor or the Keepwell Provider to perform its obligations under the Finance Documents; or

subject to the Legal Reservations, the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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

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

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

the Borrower; or

the Guarantor,

an acquisition by a Group Member of an asset sold, leased, transferred or otherwise disposed of by another Group Member in circumstances constituting a Permitted Disposal;

an acquisition arising as a result of or in relation to a Permitted Share Transaction or Permitted Share Issue;

the incorporation of a limited liability company (or acquisition of a newly incorporated or shelf company or special purpose vehicle with no material assets or liabilities (for the avoidance of doubt, with no Financial Indebtedness)) which on incorporation or acquisition (as applicable) becomes a Group Member;

the acquisition or establishment of, or involvement in, any share or interest in any Permitted Joint Venture (whether in cash or in kind) that gives the purchaser Control;

any acquisition of cash or Cash Equivalent Investments for treasury management purposes in the ordinary course of business and not for speculative purposes;

any acquisition of ownership interests in a Group Member which are not, in each case, already owned by a Group Member provided that:

any Financial Indebtedness incurred to finance investment in such ownership interests is Permitted Financial Indebtedness;

(in case the acquisition is for the purposes of buying back any shares held by current or former managers, directors, employees or officers in an aggregate amount not exceeding US$5,000,000 (or its equivalent) in any Financial Year; or

(in any other cases, provided that the shares or equity interests to be acquired are not held by any person in which Mr. Li holds directly or indirectly holds at least 51 per cent. of the shares or equity interests or Mr. Li) in an aggregate amount (when aggregated with (I) the Total Purchase Price in respect of Permitted Business Acquisitions in that Financial Year and (II) the amount of any investment in any Permitted Joint Venture pursuant to paragraph (a) of that definition) not exceeding US$50,000,000 (or its equivalent) in any Financial Year; or

a Permitted Business Acquisition.

no Event of Default is continuing or would occur as a result of the acquisition, both tested on the date that the Group legally commits to the acquisition (the “Commitment Date”);

the acquired company, business or undertaking is incorporated or established, and carries on a business substantially the same as (or complementary to) that carried on by the Group;

the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in the acquired company (or any such business) at the date of acquisition (when aggregated with the consideration (including associated costs and expenses) for any other Permitted Business Acquisition and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (the “Total Purchase Price”) together with (I) the amount of any investment in any Permitted Joint Venture pursuant to paragraph (a) of that definition and (II) the amount of any Permitted Acquisition pursuant to paragraph (f)(iii) of that definition) does not in any Financial Year of the Borrower exceed in aggregate USD50,000,000 or its equivalent in other currencies;

the earnings before tax, depreciation and amortisation of the entity or business so acquired for the 12-month period immediately prior to the proposed acquisition is:

positive; or

negative, where the Total Purchase Price of all such acquisitions under this paragraph (B) does not in any Financial Year of the Borrower exceed in aggregate USD25,000,000 or its equivalent in other currencies;

the acquired entity or business has (A) no material contingent liabilities other than as permitted under the Finance Documents and (B) no defined benefit pension scheme other than those which are or would be fully funded at the time of the completion of the acquisition;

the Borrower would have remained in compliance with its obligations under Clause 22.2 (Financial condition) if each of the covenant tests were recalculated for the Test Date falling immediately prior to the Commitment Date and, for the purposes of such recalculation, consolidating the financial statements of the target entity (consolidated if it has Subsidiaries) or business with the financial statements of the Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of the period to which that Test Date relates; and

final form legal, tax and accounting due diligence reports and other reports which would be customary for the type and scale of entity or business being acquired (including, if applicable, but not limited to, commercial, operational, environmental and pensions) have been delivered to the Agent.

where the Loans are repaid or prepaid in full substantially simultaneously with that disposal;

of cash for purposes not otherwise prohibited by this Agreement;

pursuant to the terms of any Permitted Vehicle Leaseback and Financing Transaction to the extent such Permitted Vehicle Leaseback and Financing Transaction constitutes Permitted Financial Indebtedness;

(other than of any Charged Property) made in the ordinary course of day-to-day trading or operation of the disposing entity (including, without limitation, the licensing of intellectual property (which for the avoidance of doubt is not a Material IP Disposal or a Non-Material IP Disposal), the sale of inventory or the Disposal of receivables of any Group Member on a non-recourse basis (subject to customary exceptions in the ordinary course of trading) or on a basis which achieves accounting de-recognition under the applicable Accounting Principles;

of any assets by a member of the Group to another member of the Group;

of shares or equity interests in any Subsidiaries or Joint Ventures with a view to facilitating a listing on a public exchange of that Subsidiary or as part of such listing, to the extent the proceeds received by the disposing entity should be applied to prepay the Facilities immediately upon receipt of such proceeds;

that consists of the making by the Borrower of a Permitted Distribution, a Permitted Share Issue or as a result of the conversion of shares or equity interests into another class of shares or equity interests;

that consists of a distribution (within the meaning of relevant laws and regulations) by a Group Member (other than the Borrower) in favour of the holder(s) of shares or equity interests in such Group Member, provided that:

such distribution is made pro rata (or more favourable to the holder(s) of shares or equity interests who is or are Group Member(s) according to the applicable shareholding of percentage in such first-mentioned Group Member; and

no Event of Default has occurred or would arise as a result thereof; and

of an intra-Group loan as a result of the conversion of such intra-Group loan into equity;

of assets in exchange for other assets comparable or superior as to type, value and quality which are also used or will be used in the operation of the business of the Group (other than an exchange of a non-cash asset for cash);

of obsolete or redundant assets or waste;

of non-Core Business related assets, businesses or product lines;

of assets on arms’ length terms and in the ordinary course of business to a person who is providing services related to such assets, the provision of which have been (or are to be) outsourced by the Group to such person (or its affiliates or related entities), provided that the proceeds of such Disposal are either applied to set off the service fee payable to such service provider or applied in accordance with the parameters set out in Clause 8.2 (Disposal Proceeds);

of Group Cash Equivalent Investments or cash, in each case in a manner not prohibited by the Finance Documents;

made by any Group Member (otherwise than as permitted under any other paragraph of this definition “Permitted Disposal”) provided that the higher of book value and cash proceeds received by such Group Member pursuant to such Disposal (when aggregated with the higher of book value and cash proceeds received from all Group Members pursuant to any other such Disposals permitted under this paragraph (o)) in any Financial Year of the Borrower is no more than 10% of the Consolidated Group Assets (when expressed in dollar terms) of the Group in respect of that Financial Year on a consolidated basis;

arising as a result of or in relation to a Permitted Loan, Permitted Joint Venture, Permitted Acquisition, Permitted Security, or as permitted pursuant to Clause 23.10 (Merger);

of assets which are seized, expropriated or acquired by compulsory purchase, in each case by or by the order of (as applicable) any central or local governmental agency or authority or other regulatory body, provided that such disposal is not attributable to any default or breach by the relevant Group Member and does not have a Material Adverse Effect;

of any asset made in order to comply with an order of any agency of state, authority or other regulatory body or any applicable law or regulation, provided that such disposal is not attributable to any default or breach by the relevant Group Member and does not have a Material Adverse Effect;

pursuant to the grant or termination of leasehold interests in, or licences, sub-licences or sub-letting of, real property in the ordinary course of business;

consisting of set-off or netting arrangements under hedging transactions in the ordinary course of business of the Group and not for speculative purposes;

that is a Material IP Disposal, provided that the proceeds of such Disposal are applied to prepay the Facilities on the last day of the Interest Period during which the date of receipt of such proceeds falls (however, if an Event of Default has occurred and is continuing at the date of such receipt or thereafter, such proceeds shall be applied to prepay the Facilities immediately in lieu of the last day of the relevant Interest Period);

that is a Non-Material IP Disposal;

made with the prior written consent of the Agent (acting on the instructions of the Majority Lenders);

the Permitted Sale and Leaseback; or

the Disposal of assets the aggregate value of all items disposed of pursuant to this paragraph (y) do not exceed USD10,000,000 for the purposes of acquisition and development of premises intended as the headquarters of any Group Member in Gothenburg, Sweden.

a payment by the Borrower to a director officer, employee, member of management or manager of any Group Member provided such payment is required to be paid by a member of the Group under the terms of the relevant director’s or officer’s service contract (provided that their service contracts relate principally to the business of the Group and in the ordinary course of business);

a distribution constituting a Permitted Share Transaction;

a distribution by the Borrower in the form of payment of any interest or premium in respect of any equity linked indebtedness (whether in the form of debt securities, notes, loans or similar instruments which are convertible into equity and/or shares that are redeemable and/or preference shares, or otherwise) raised by it from a person which is not a Sponsor Affiliate provided that no Event of Default is continuing or would occur immediately after making such a distribution and that such distribution would not result Clause 22.2 (Financial condition) being breached.

arising under the Finance Documents or pursuant to the requirements of the Finance Documents (including, for the avoidance of doubt, any actions or measures required or contemplated under the Keepwell Deed);

that constitutes Permitted Vehicle Leaseback and Financing Transaction;

of a Group Member that is incurred in favour of another Group Member;

arising under a foreign exchange transaction for spot or forward delivery entered into in connection with protection against fluctuation in currency rates where that foreign exchange exposure arises in the ordinary course of trade, but not a foreign exchange transaction for investment or speculative purposes;

arising under, as a result of or in relation to a Permitted Loan or Permitted Guarantee;

pursuant to any hedging transaction entered into by a Group Member for the purpose of (i) hedging any risk to which that Group Member is exposed in its ordinary course of trading; or (ii) its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only;

arising pursuant to cash pooling, overdraft arrangements, cash management and/or netting arrangements entered into by some or all of the Group Members with any bank or financial institution;

of any person acquired by a Group Member after the Signing Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or having its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of three Months following the date of acquisition;

any Subordinated Debt or any Unsubordinated Shareholder Loan provided that in each case, the parameters in respect of each such Financial Indebtedness under this Agreement or the Subordination Deed have been complied with and the Borrower shall not make any early repayment or payment (regardless of the reasons) of all or any part of the Unsubordinated Shareholder Loan unless with the prior written consent of the Agent (acting on the instructions of the Majority Lenders);

not permitted by the preceding paragraphs, but the incurrence or subsistence of which would not result in any of paragraphs (c), (d) or (e) of Clause 22.2 (Financial condition) being breached;

any Financial Indebtedness incurred with the prior written consent of the Agent (acting on the instructions of the Majority Lenders) provided that the Group has a positive equity, earnings before interest, tax, depreciation and amortisation and cashflow (the parameters of “equity”, “earnings before interest, tax, depreciation and amortisation” and “cashflow” to be agreed between the Borrower and the Lenders) for the most recent 12-Month period as at date of incurrence of such Financial Indebtedness.

any guarantee under the Finance Documents;

any guarantee in respect of, or constituting, Permitted Financial Indebtedness;

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal and which indemnity is in customary form and subject to customary limitations;

any performance bond, advance payment bond, documentary letter of credit, standby letter of credit, or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade;

the endorsement of negotiable instruments and the giving of indemnities in the ordinary course of day-to-day business;

a guarantee of a Joint Venture to the extent constituting a Permitted Joint Venture;

any guarantee or indemnity arising as a result of or in relation to any Permitted Security, Permitted Loan or which, if it were a loan, would be a Permitted Loan;

any guarantee or indemnity made, granted or given by any Group Member to its customers, suppliers, franchisees, licensees, depositary or relating to any research and/or development project, in each case of or concerning a Group Member, on normal commercial terms and in the ordinary course of business;

guarantees to landlords and counter indemnities in favour of financial institutions or other persons which have guaranteed rent obligations of a Group Member (to the extent such rent obligations constitutes Permitted Financial Indebtedness, or does not constitute Financial Indebtedness);

given by any Group Member after the Signing Date which is incurred under arrangements in existence at the date of acquisition and outstanding only for a period of three Months following the date of acquisition (save to the extent that such guarantee constitutes a Permitted Guarantee under another paragraph of this definition) provided that the aggregate principal liability (whether actual or contingent) of Group Members under all such guarantees does not exceed USD20,000,000 (or its equivalent in other currencies) in aggregate at any time;

customary guarantees and indemnities given in favour of current or former directors, officers, employees, members of management and managers of any Group Member in respect of their function as such;

any guarantee given in respect of cash pooling, netting or set-off arrangements entered into by a Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Member(s);

any customary guarantees and indemnities given in mandate or engagement letters to professional advisers and consultants;

guarantees and indemnities issued in respect of Tax or required under applicable law (or provided by contract with substantially the same effect and to the same extent) or required by any applicable Tax authorities;

any liability arising as a result of two or more Group Members belonging to a fiscal unity for Tax purposes;

any guarantee or indemnity provided by a Group Member for the obligations of another Group Member in connection with such other Group Member claiming exemption from audit, the preparation and filing of its accounts or other similar exemptions;

any guarantee issued to the trustees of, or otherwise in respect of the obligations owing to, a pension scheme operated by a Group Member for the benefit of its employees where such guarantee is unsecured in the ordinary course of business;

any guarantee not permitted by the preceding paragraphs and not given to or for the benefit of a Group Member or a Restricted Person, where the aggregate principal liability (whether actual or contingent) of Group Members under all such guarantees does not exceed USD50,000,000 (or its equivalent in other currencies) in aggregate at any time; or

any guarantee or indemnity made, granted or given with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

each of the following conditions is satisfied:

the Joint Venture is engaged in a business substantially the same as (or complementary to) that carried on by the Group;

in any Financial Year of the Borrower, the aggregate of:

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any Group Member;

the contingent liabilities of any Group Member under any guarantee given in respect of the liabilities of any such Joint Venture; and

the market value of any assets transferred by any Group Member to any such Joint Venture,

no Event of Default is continuing on the date of the acquisition of, or investment in, or transfer or loan to, or guarantee, Security or Quasi-Security for the obligations of, or the incurring of any other liability to, the Joint Venture or would occur as a result of the acquisition of or investment in, or transfer or loan to, or guarantee, Security or Quasi-Security for the obligations of, or the incurring of any other liability to, the Joint Venture; and

the documents evidencing the terms of the Joint Venture do not commit any Group Member to fund obligations in excess of the amount permitted under paragraph (ii) above; and

any other Joint Venture existing as at Signing Date, provided that the aggregate investment (in dollar terms) pursuant to this paragraph (b) is no greater than USD50,000,000 in excess of the amount which is contractually committed as at the Signing Date (or its equivalent in other currencies); or

with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

any Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness;

any intercompany loan or credit granted by a Group Member to another Group Member;

a loan made to a Joint Venture to the extent constituting a Permitted Joint Venture;

any deferred consideration in relation to Permitted Disposals where the amount of such deferred consideration does not exceed 30 per cent. of the aggregate consideration receivable by the Group Member(s) in respect of that Permitted Disposal and where such deferred consideration has to be paid within 12 months of the date of such Permitted Disposal;

a loan made by a Group Member to a director, officer, employee, member of management or manager of any Group Member in the ordinary course of business provided that the aggregate principal liability (whether actual or contingent) of Group Members under all such loans does not exceed USD 5,000,000 (or its equivalent in other currencies) in aggregate at any time;

any loan (other than a loan made by a Group Member to another Group Member or to any Restricted Person) so long as the aggregate amount of the Financial Indebtedness under any such loans, does not exceed USD20,000,000 (or its equivalent in other currencies) at any time; or

any loan or credit made, granted or given with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

any Security or Quasi-Security arising as a result of or in relation to any Permitted Vehicle Leaseback or Finance Transaction or any Permitted Sale and Leaseback;

any netting or set-off arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances (and if customary in the relevant jurisdiction, any other Security or Quasi-Security over cash balances granted in favour of an account bank in accordance with its general terms and conditions with respect to the relevant bank account);

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

hedging any risk to which that Group Member is exposed in its ordinary course of trading; or

its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

any lien arising by operation of law and/or in the ordinary course of business provided that the debt which is secured thereby is paid when due or contested in good faith by appropriate proceedings and properly provisioned;

any Security or Quasi-Security created pursuant to any Finance Document;

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

any Security or Quasi-Security arising in connection with a Permitted Disposal or that constitutes a Permitted Disposal;

any Security or Quasi-Security over cash paid into an escrow account or in respect of cash cover, in each case in connection with a Permitted Acquisition;

any Security or Quasi-Security securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any indebtedness has the benefit of Security given by any Group Member other than any permitted under paragraphs (b) to (h) of this definition) would not result in:

where such Security or Quasi-Security is over cars of a Group Member, paragraph (c) or paragraph (d) of Clause 22.2 (Financial condition) being breached; or

where such Security or Quasi-Security is not over cars of a Group Member, paragraph (d) of Clause 22.2 (Financial condition) being breached.

any Security or Quasi-Security created with the prior written consent of the Agent (acting on the instructions of the Majority Lenders).

(in case such Group Member is not a wholly-owned Subsidiary of the Borrower) proportionate to (or more favourable from the Borrower’s perspective) the Borrower’s direct or indirect existing holding of shares in such Group Member, provided further that it would not result in such Group Member ceasing to be a Group Member; and

(in case such Group Member is a wholly-owned Subsidiary of the Borrower) would not result in such Group Member ceasing to be wholly-owned by the Borrower.

(if the currency is euro) two TARGET Days before the first day of that period; or

(if the currency is USD):

subject to paragraph (ii) below, two US Government Securities Business Days before the first day of that period; or

if the Reference Rate is, or is based on, the Central Bank Rate, two US Government Securities Business Days before the first day of that period,

the applicable CME Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan (Facility B); or

as otherwise determined pursuant to Clause 12.2 (Unavailability of CME Term SOFR),

Its Original Jurisdiction;

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

any jurisdiction where it conducts its business; and

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

in relation to euro, the European interbank market; and

in relation to USD, the market for overnight cash borrowing collateralised by US Government securities.

subject to paragraph (b) below, the Quotation Day for the relevant Interest Period; or

if the Reference Rate is, or is based on, ICE Term SOFR or the Central Bank Rate, the date falling one Business Day after the Quotation Day for the relevant Interest Period.

any direct or indirect shareholder of the Borrower;

any person otherwise (except for those referred to under paragraph (a)) with an interest (direct or indirect) in the shares in the Borrower;

any joint venture, consortium, partnership or similar arrangement of which any person described in paragraphs (a) to (b) above is a member; and

any Affiliate of any person described in paragraphs (a) to (b) above.

any refinancing, novation, deferral or extension;

any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;

any claim for damages or restitution; and

any claim as a result of any recovery by any Obligor or the Keepwell Provider of a payment, prepayment, repayment, redemption, defeasance or discharge of those liabilities or obligations on the grounds of preference or otherwise,

the English law charge over each of the Interest Reserve Accounts entered into by the Company in favour of the Security Agent (the “Security Document (Closing)”); or

any other document as may be designated as a Security Document by the Security Agent and the Company.

which is controlled, directly or indirectly, by the first mentioned company or corporation or Mr. Li (solely for the purposes of determining a “Sponsor Affiliate” in respect of Mr. Li);

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation or Mr. Li; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation or Mr. Li (solely for the purposes of determining a “Sponsor Affiliate” in respect of Mr. Li),

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

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

a shareholder loan pursuant to a facility agreement dated 3 November 2022 between the Borrower (as borrower) and Snita (as lender) originally with a principal amount of USD800,000,000, with the principal amount being subsequently increased to USD1,000,000,000 and an extended maturity date of 30 June 2027 announced to be further extended to 31 December 2028; and

any other shareholder loan from Snita to the Borrower already subsisting as at the Signing Date, and disclosed to the MLABs and the MLAs on or before the Signing Date,

making the maturity date of the relevant Unsubordinated Shareholder Loan fall before the Termination Date;

increasing the principal amount of the relevant Unsubordinated Shareholder Loan;

enabling the relevant Unsubordinated Shareholder Loan to be supported by any guarantee, Security or Quasi-Security; or

otherwise put the relevant Subordinated Creditor in a better position than it would have been, had the amendment not been effected,

a Saturday or a Sunday; and

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

the Borrower if it is resident for tax purposes in the U.S.; or

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

any value added tax imposed by the Value Added Tax Act 1994;

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

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

Construction

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

the “Agent”, any “Finance Party”, any “Global Coordinator”, any “Joint Green Loan Lead Coordinator”, the “Green Loan Coordinator”, any “MLAB”, any “MLA”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party” or the “Security Agent” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Company and the Agent or, if not so agreed, is in the form specified by the Agent;

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

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

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

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 19 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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

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

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation, including, where applicable, those issued, promulgated or published by NDRC and/or any other governmental agency in the PRC;

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

an “agency” shall be construed so as to include any governmental, intergovernmental or supranational agency, authority, body, central bank, commission, department, ministry, organisation, statutory corporation or tribunal (including any political sub-division, national, regional or municipal government and any administrative, fiscal, judicial, regulatory or self-regulatory body or persons) including, where applicable, those issued, promulgated or published by NDRC and/or any other governmental agency in the PRC;

a time of day is a reference to London time.

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

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

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

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied to all the Lenders’ satisfaction or waived.

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

Currency symbols and definitions

Third party rights

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

Subject to Clause 38.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Any Receiver, Delegate or any person described in paragraph (b) of Clause 28.11 (Exclusion of liability) may, subject to this Clause 1.4 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

Swedish terms

Any transfer by novation in accordance with the Finance Documents, shall, as regards obligations owed by a company incorporated under Swedish law, be deemed to take effect as an assignment and assumption or transfer of such rights, benefits and obligations.

In this Agreement, where it relates to a Swedish entity, a reference to:

a composition or arrangement with any creditor includes (A) any write-down of debt (Sw. skulduppgörelse) following from any procedure of business reorganisation (Sw. företagsrekonstruktion) under the Swedish Act on Business Reorganisation (Sw. Lag om företagsrekonstruktion (2022:964)), or (B) any write-down of debt in bankruptcy (Sw. ackcord i konkurs) under the Swedish Insolvency Act (Sw. Konkurslag (1987:672));

a compulsory manager, administrative receiver or administrator includes (A) a business reorganisation administrator (Sw. rekonstruktör) under the Swedish Act on business reorganisation, (B) a bankruptcy administrator (Sw. konkursförvaltare) under the Swedish Insolvency Act, or (C) liquidator (Sw. likvidator) under the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551) (the”Swedish Companies Act”));

a merger includes any merger (Sw. fusion) implemented in accordance with Chapter 23 of the Swedish Companies Act; and

a winding up, administration or dissolution includes voluntary liquidation (Sw. frivillig likvidation) or mandatory liquidation (Sw. tvångslikvidation) under Chapter 25 of the Swedish Companies Act.

THE FACILITIES

The Facilities

the Lenders (Facility A) make available to the Borrower a term loan facility in EUR in an aggregate amount equal to the Total Facility A Commitments.

the Lenders (Facility B) make available to the Borrower a term loan facility in USD in an aggregate amount equal to the Total Facility B Commitments.

Finance Parties’ rights and obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor or the Keepwell Provider is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor or the Keepwell Provider which relates to a Finance Party’s participation in any 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 or the Keepwell Provider.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Obligors’ Agent

Each Obligor (other than the Borrower) by its execution of this Agreement irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Borrower 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 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 the Obligor, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Borrower,

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.

PURPOSE

Purpose

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

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

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

Further conditions precedent

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

the Repeating Representations and any other representations expressed to repeat on such date in any other Finance Document to be made by each Obligor and the Keepwell Provider are true in all material respects.

Maximum number of Loans

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than three (3) Loans (Facility A) would be outstanding.

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than three (3) Loans (Facility B) would be outstanding.

The Borrower may not request that a Loan be divided if, as a result of the proposed division, more than three (3) Loans (Facility A) would be outstanding.

The Borrower may not request that a Loan be divided if, as a result of the proposed division, more than three (3) Loans (Facility B) would be outstanding.

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

it identifies the Facility to be utilised;

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

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

the proposed Interest Period complies with Clause 11 (Interest Periods); and

it specifies the account and bank to which the proceeds of the Utilisation are to be credited.

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be:

in the case of Facility A, EUR; or

in the case of Facility B, USD.

Subject to paragraphs (c) and (d) below, the amount of the proposed Loan must be:

in the case of Facility A, a minimum of EUR5,000,000 or, if less, the Available Facility; and

in the case of Facility B, a minimum of USD5,000,000 or if less, the Available Facility.

(In case the Available Commitment of a Facility will not be reduced to zero after a proposed Utilisation) such Facility may only be drawn, to the extent the other Facility is also drawn on the same proposed Utilisation Date on a pro rata basis, such that the proportion of Loan (Facility A) that will become outstanding immediately after such Utilisation bears to the then Total Facility A Commitments is the same as the proportion of Loan (Facility B) that will become outstanding immediately after such Utilisation to the then Total Facility B Commitments.

(In case the Available Commitment of a Facility will be reduced to zero after a proposed Utilisation) such Facility may only be drawn to the extent the other Facility is also drawn in full.

Lenders’ participation

If the conditions set out in this Agreement have been met each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment under a Facility to the Available Facility (in respect of that Facility) immediately prior to making the Loan.

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

Cancellation of Commitment

REPAYMENT

Repayment of Loans

The Borrower shall repay each Loan (together with any accrued but unpaid amount under any Finance Document) in full on the Termination Date.

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

ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

Illegality

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

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

to the extent that the Lender’s participation has not been transferred pursuant to paragraph (d) of Clause 7.4 (Right of replacement or repayment and cancellation in relation to a single Lender), the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

Voluntary cancellation

the whole or any part (being a minimum amount of EUR5,000,000 and in integral multiples of EUR5,000,000) of the Available Facility under Facility A;

the whole or any part (being a minimum of USD5,000,000 and in integral multiples of USD5,000,000) of the Available Facility under Facility B,

shall reduce the Commitments of the Lenders under that Facility pro rata; and

shall not be made unless the Borrower simultaneously cancels the Commitments of the other Facility pro rata (such that the proportion of the Available Facility to be cancelled under Facility A bears to the then aggregate Total Facility A Commitments is the same as the proportion of the Available Facility to be cancelled under Facility B bears to the then Total Facility B Commitments), and each Lender’s Commitments under the other Facility shall also be reduced rateably.

Voluntary prepayment of Loans

The Borrower may, if it gives the Agent not less than five (5) Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay:

the whole or any part of any Loan (Facility A) (but, if in part, being an amount that reduces that Loan (Facility A) by a minimum amount of EUR5,000,000 and in integral multiples of EUR5,000,000); and

the whole or any part of any Loan (Facility B) (but, if in part, being an amount that reduces that Loan (Facility B) by a minimum amount of USD5,000,000 and in integral multiples of USD5,000,000),

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

Right of replacement or repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

any Lender claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased Costs),

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

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

If:

any of the circumstances set out in paragraph (a) above apply to a Lender; or

an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender,

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

the Borrower shall have no right to replace the Agent;

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

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

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

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

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of the Available Commitment of that Lender.

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

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

MANDATORY PREPAYMENT AND CANCELLATION

Change of control

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

a Lender shall not be obliged to fund a Utilisation; and

if the Majority Lenders so require, the Agent shall, by not less than five (5) Business Days’ notice to the Borrower, cancel each Available Commitment and declare all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon each such Available Commitment will be immediately cancelled, each Facility shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable.

Disposal Proceeds

For the purposes of this Clause 8.2 and Clause 8.3 (Application of mandatory prepayments and cancellations):

any reasonable expenses which are incurred by any Group Member with respect to that Disposal to persons who are not Group Members; and

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

to the extent those Disposal Proceeds are applied towards:

replacement for or investments in other assets comparable or superior as to type, value and quality for use in the business of the Group,

if (in the opinion of the Borrower, acting reasonably) such comparable or superior assets are not required based on the business of the Group at the relevant time, reinvestment in the Core Business of the Group;

the amount of Disposal Proceeds arising from any individual Disposal is equal to or less than USD10,000,000 and in aggregate equal to or less than USD50,000,000 in any Financial Year of the Borrower (and for the avoidance of doubt, any amount in excess of (to the extent of such excess) the de minimis thresholds set out in this paragraph (ii) shall count towards “Disposal Proceeds”).

The Borrower shall prepay the Loans, and cancels Available Commitments, in each case, in amounts equal to 50 per cent. of the amount of any Disposal Proceeds on the last day of the Interest Period during which the later of the following falls:

the date of receipt of such Disposal Proceeds; or

the last day of the applicable Reinvestment Period,

Application of mandatory prepayments and cancellations

firstly, in prepayment of the Loans on a pro rata basis between the outstanding Loans (Facility A) and the outstanding Loans (Facility B), such that the proportion of the amount due to be applied in prepayment of Facility A bears to the then outstanding amount of Loans (Facility A) is the same as the proportion of the amount the Borrower shall apply in prepayment of Loans (Facility B) bears to the then outstanding amount of Loans (Facility B); and

thereafter, in cancellation of Available Commitments under each Facility on a pro rata basis (and the Available Commitments of each Lender under each Facility will be cancelled rateably).

Excluded proceeds

RESTRICTIONS

Notices of cancellation or prepayment

Interest and other amounts

Prepayment in accordance with Agreement

No reinstatement of Commitments

Agent’s receipt of notices

Effect of repayment and prepayment on Commitments

Application of prepayments

INTEREST

Calculation of interest (Facility A)

Margin; and

EURIBOR.

Calculation of interest (Facility B)

Margin; and

Reference Rate.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on an Unpaid Sum from its due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of two (2) per cent. and the rate which would have been payable if that Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of that Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.4 shall be immediately payable by the relevant Obligor on demand by the Agent.

If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be the sum of two (2) per cent. and the rate which would have applied if that Unpaid Sum had not become due.

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

Notification of rates of interest

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

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

INTEREST PERIODS

Selection of Interest Periods

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

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

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

Subject to this Clause 11, the Borrower may select an Interest Period of one (1), three (3) or six (6) Months or of any other period agreed between the Company, the Agent and all the Lenders in relation to the relevant Loan.

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

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

Non-Business Days

Consolidation and division of Loans

If two or more Interest Periods relate to Loans in the same currency and end on the same date, those Loans will, unless the Borrower specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Loan on the last day of the Interest Period.

Subject to Clause 4.3 (Maximum number of Loans) and Clause 5.3 (Currency and amount), if the Borrower requests in a Selection Notice that a Loan be divided into two or more Loans under the same Facility, that Loan will, on the last day of its Interest Period, be divided into the amounts specified in that Selection Notice, being an aggregate amount equal to the amount of the Loan immediately before its division.

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate relating to a Loan (Facility A)

Interpolated Screen Rate: If no Screen Rate is available for EURIBOR for the Interest Period of a Loan (Facility A), the applicable EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan (Facility A).

Shortened Interest Period: If no Screen Rate is available for EURIBOR for:

the currency of a Loan (Facility A); or

the Interest Period of a Loan (Facility A) and it is not possible to calculate the Interpolated Screen Rate,

Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan (Facility A) is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for EURIBOR for:

the currency of that Loan (Facility A); or

the Interest Period of that Loan (Facility A) and it is not possible to calculate the Interpolated Screen Rate,

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

Cost of funds: If paragraph (d) above applies but no Interpolated Historic Screen Rate is available for the relevant currency or Interest Period there shall be no EURIBOR for that Loan (Facility A) and Clause 12.4 (Cost of funds) shall apply to that Loan (Facility A) for that Interest Period.

Unavailability of CME Term SOFR

Interpolated CME Term SOFR: If no CME Term SOFR is available for the Interest Period of a Loan (Facility B), the applicable Reference Rate shall be the Interpolated CME Term SOFR for a period equal in length to the Interest Period of that Loan (Facility B).

Shortened Interest Period: If no CME Term SOFR is available for the Interest Period of a Loan (Facility B) and it is not possible to calculate the Interpolated CME Term SOFR, the Interest Period of that Loan (Facility B) shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of “Reference Rate”.

Shortened Interest Period and Historic CME Term SOFR: If the Interest Period of a Loan (Facility B) is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no CME Term SOFR is available for the Interest Period of that Loan (Facility B) and it is not possible to calculate the Interpolated CME Term SOFR, the applicable Reference Rate shall be the Historic CME Term SOFR for that Loan (Facility B).

Shortened Interest Period and Interpolated Historic CME Term SOFR: If paragraph (c) above applies but no Historic CME Term SOFR is available for the Interest Period of the Loan (Facility B), the applicable Reference Rate shall be the Interpolated Historic CME Term SOFR for a period equal in length to the Interest Period of that Loan (Facility B).

ICE Term SOFR: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic CME Term SOFR, the Interest Period of that Loan (Facility B) shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and the applicable Reference Rate shall be the applicable ICE Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan (Facility B).

Interpolated ICE Term SOFR: If paragraph (e) above applies but no ICE Term SOFR is available for the Interest Period of that Loan (Facility B), the applicable Reference Rate shall be the Interpolated ICE Term SOFR for a period equal in length to the Interest Period of that Loan (Facility B).

Fixed Central Bank Rate: If paragraph (f) above applies but it is not possible to calculate the Interpolated ICE Term SOFR, the Interest Period of that Loan (Facility B) shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate shall be:

the percentage rate per annum which is the aggregate of:

the Central Bank Rate for the Quotation Day; and

the applicable Central Bank Rate Adjustment; or

if the Central Bank Rate for the Quotation Day is not available, the percentage rate per annum which is the aggregate of:

the most recent Central Bank Rate for a day which is no more than three US Government Securities Business Days before the Quotation Day; and

the applicable Central Bank Rate Adjustment.

If paragraph (g) above applies but there is no applicable Central Bank Rate, Clause 12.4 (Cost of funds) shall apply to that Loan (Facility B) for that Interest Period.

Market disruption

(In respect of a Loan (Facility A)) if before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in that Loan (Facility A) exceed 35 per cent. of that Loan (Facility A)) that the cost to it of funding its participation in that Loan (Facility A) from whatever source it may reasonably select would be in excess of EURIBOR then Clause 12.4 (Cost of funds) shall apply to that Loan (Facility A) for the relevant Interest Period;

(In respect of a Loan (Facility B) if before close of business in London on the Reporting Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in that Loan (Facility B) exceed 35 per cent. of that Loan (Facility B)) that its cost of funds relating to its participation in that Loan (Facility B) would be in excess of the Market Disruption Rate, then Clause 12.4 (Cost of funds) shall apply to that Loan (Facility B) for the relevant Interest Period.

Cost of funds

If this Clause 12.4 applies, the rate of interest on each relevant Lender’s share of relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

the rates notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling five (5) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 12.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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

(In respect of a Loan (Facility A)) if this Clause 12.4 applies pursuant to Clause 12.3 (Market disruption) and:

a Lender’s Funding Rate is less than EURIBOR; or

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

(In respect of a Loan (Facility B)) if this Clause 12.4 applies pursuant to Clause 12.3 (Market disruption) and:

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

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

Notification to Company

Break Costs

The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (as applicable) attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day (in the case of any amount in euro) other than, or (in the case of any amount in USD) prior to, the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period (in the case of any amount in euro) in which they accrue or (in the case of any amount in USD) in respect of which they become, or may become, payable.

FEES

Commitment fee

The Borrower shall pay to the Agent (for the account of each relevant Lender) a commitment fee in respect of the Available Commitment of each Lender in respect of a Facility computed at the rate of 35 per cent. of the applicable Margin (on that Lender’s Available Commitment under that Facility, in the same currency in which that Facility is denominated).

Any commitment fee accrues on a daily basis, for the period starting from and including the Signing Date to and including the last day of the Availability Period.

The accrued commitment fee is payable on the last day of:

each successive period of three Months starting from the Signing Date;

the Availability Period; and

if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment in respect of that Facility, at the time the cancellation is effective.

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

Arrangement fee and coordination fee

Agency fee

Security agency fee

Account Bank fee

TAX GROSS-UP AND INDEMNITIES

Definitions

where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Schedule 1 (The Original Lenders), and is filed with H.M. Revenue & Customs within 30 days of the date of this Agreement; or

where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as a Lender, and is filed with H.M. Revenue & Customs within 30 days of the date that Treaty Lender becomes a Party as a Lender.

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

a Lender:

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

a Lender which is:

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

a Treaty Lender; or

a QPP Lender;

a Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a Finance Document; or

each Original Lender.

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

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

does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loans is effectively connected; and

fulfils any conditions which must be fulfilled under the double taxation agreement for residents of that Treaty State to obtain full exemption from United Kingdom taxation on interest payable to that Lender in respect of an advance under a Finance Document, except that for this purpose it shall be assumed that the following are satisfied:

any condition which relates (expressly or by implication) to there being a special relationship between the Borrower and the Lender or between both of them and another person, or to the amounts or terms of any Loan or the Finance Documents or to any other matter that is outside the exclusive control of that Lender; and

any necessary procedural formalities.

an Original Lender listed in Schedule 1 (The Original Lenders); and

a Lender which is not an Original Lender,

Tax gross-up

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

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

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

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

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

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (a)(ii) of the definition of Qualifying Lender and:

the relevant Lender has not given a Tax Confirmation to the Company; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Company, on the basis that the Tax Confirmation would have enabled the Company to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

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

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

Within thirty 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 a statement under section 975 of the ITA or other 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.

Subject to paragraph (ii) below, a Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

A Treaty Lender which is an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (The Original Lenders); and

a Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

Each Lender that includes the confirmation described in paragraph (ii)(A) above in Schedule 1 (The Original Lenders) or the confirmation described in paragraph (ii)(B) above in the documentation which it executes on becoming a Party as a Lender thereby notifies the Borrower that, to the extent that that Lender is a Lender under a Facility made available to that Borrower and the HMRC DT Treaty Passport scheme is to apply in respect of that Lender’s Commitment(s) or its participation in any Loan to the Borrower, the Borrower must file a Borrower DTTP Filing.

If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (g)(ii) above and:

the Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

the Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

that Borrower DTTP Filing has been rejected by H.M. Revenue & Customs;