Form 8-K GUESS INC For: May 05

Schedule 1: Original Lenders and Commitments

Schedule 2 Part I: Conditions Precedent to initial Utilisation

Schedule 2 Part II: Conditions Precedent required to be delivered by an Additional Borrower

Schedule 3: Form Utilisation Request

Schedule 4: Form Extension Request

Schedule 5: Form Increase Request

Schedule 6: Form Increase Confirmation

Schedule 7: Form Transfer Certificate

Schedule 8: Form Accession Letter

Schedule 9: Form Compliance Certificate

Schedule 10: Form Sustainability Compliance Certificate

Schedule 11: KPI Targets

Schedule 12: Existing Covid Loans

Schedule 13: Guarantor-Sub-Group Current Structure

Schedule 14: Timetables

Schedule 15: Reference Rate Terms

Schedule 16: Daily Non-Cumulative Compounded RFR Rate

Schedule 17: Cumulative Compounded RFR Rate

Guess Europe Sagl, a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) incorporated in and organised under the laws of Switzerland, with registered seat in Bioggio and company address at Strada Regina 44, 6934 Bioggio, Switzerland, registered with the commercial register of the Canton of Ticino under registration no. CHE-113.255.366, as company and original borrower (the Company);

Guess? Europe, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in the Netherlands and organised under Dutch law, with registered seat at Kalverstraat 41, 1012 NZ Amsterdam, The Netherlands, registered with the commercial register of the Dutch Chamber of Commerce under registration number 33277598 as guarantor (the Guarantor);

Credit Suisse (Switzerland) Ltd, Paradeplatz 8, 8001 Zurich, Switzerland registered with the commercial register of the Canton of Zurich under register number CHE-166.233.400 as Mandated Lead Arranger and joint bookrunner (a Mandated Lead Arranger and Joint Bookrunner);

UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland registered with the commercial register of the Canton of Zurich under register number CHE-412.669.376 as Mandated Lead Arranger, joint bookrunner and agent (a Mandated Lead Arranger, Joint Bookrunner, Sustainability Coordinator and Agent); and

the credit institutions listed in Schedule 1 (Original Lenders and Commitments) as lenders (the Original Lenders).

Definitions and Interpretation

Definitions

regarding the consolidated statements of the Group and of the Guarantor-Sub-Group, US GAAP; and

regarding the stand-alone financial statements of each Obligor: generally acceptable accounting principles in the jurisdiction of incorporation of the relevant Obligor, e.g., in Switzerland: CO.

the Agent’s spot rate of exchange; or

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

the Base Currency Amount of its participation in any outstanding Loans; and

in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

specified as such in the applicable Reference Rate Terms; or

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

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

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

(in relation to:

the fixing of an interest rate in relation to a Term Rate Loan;

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise in relation to the determination of the length of such an Interest Period),

if a person or group of persons acting in concert (other than any Permitted Holder) acquire, directly or indirectly, gain control of the management or policies of Guess? Inc., or gain control of 50% or more of the equity securities of Guess? Inc. with entitlement to vote for members of the board of directors or equivalent governing body of Guess? Inc. on a fully-diluted basis (and taking into account all such securities that such person or persons have the right to acquire pursuant to any option right);

Guess? Inc. ceasing to hold (directly or indirectly) 100% of the shares and voting rights in the Guarantor; or

the Guarantor ceasing to hold (directly or indirectly) 100% of the shares and voting rights in the Company,

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

in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase Option),

is, or is scheduled to become, payable under any Finance Document; and

relates to a Compounded Rate Loan.

the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

the applicable Baseline CAS or Rate Switch CAS (if any).

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies a calculation methodology for that rate; and

has been made available to the Company and each Finance Party.

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

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

information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidential Information); or

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

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

any Funding Rate.

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

which has otherwise rescinded or repudiated a Finance Document; or

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

its failure to pay is caused by (1) administrative or technical error or (2) a Disruption Event and payment is made within 3 (three) Business Days of its due date; or

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

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

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

from performing its payment obligations under the Finance Documents; or

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

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

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

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

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

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

moneys borrowed;

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

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

the amount of any liability in respect of any Finance Lease;

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

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

any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

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

(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)

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

an additional or increased cost; or

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

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

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

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

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

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

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

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

has 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 (h) above; or

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

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

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

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

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

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

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

KPI 1: Yearly Greenhouse Gas Emissions in MTC02e of the Group

KPI 2: Share (expressed as a percentage of the overall net weight of polyester used in products sold by the Group) of recycled or biobased polyester of global apparel (as certified by GRS, RCS, or other corresponding initiative)

KPI 3: Share of Guess Eco (expressed as a percentage of the overall Mainline goods received in logistic distribution centers of the Group)

MTCO2e means metric tons of carbon dioxide equivalent;

GRS stands for global recycle standard and is an international, voluntary, full product standard that sets requirements for third-party certification of recycled content, chain of custody, social and environmental practices and chemical restrictions and is developed and managed by the Textile Exchange;

RCS stands for recycled clams standard and is an international, voluntary, full product standard that sets requirements for third-party certification of recycled content, chain of custody, social and environmental practices and chemical restrictions and is developed and managed by the Textile Exchange;

Mainline stands for Mainline Collection of Guess branded clothes for adults, both women and men, that encompasses all apparel categories, from t-shirts to outerwear. Mainline excludes other Guess branded apparel categories (i.e. Kids, Athleisure, Underwear, Beachwear, Factory), other non-apparel product categories (i.e. Bags, Footwear, Small Leather Goods, Accessories, Home) and other brands (i.e. Marciano, GBG, Guess Jeans U.S.A., Guess Originals); and

Guess Eco stands for products made using more sustainable materials and processes that satisfy minimum requirements as defined in the internal Guess ECO guidelines for the given year of development and qualifies to be marketed as the more sustainable

the limitation of enforcement by laws relating to bankruptcy, insolvency, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;

the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void on the grounds of applicable mandatory laws, defences of set off or counterclaim;

the general principle of equity (Treu und Glauben) or similar principles under the laws of any applicable jurisdiction; and

the qualifications as to matters of laws of general application that are referred to in the legal opinions delivered in accordance with Clause 4.1 (Initial conditions precedent) or Clause 27 (Changes to the Obligors).

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with Clause 2.2 (Increase Option), Clause 2.3 (Increase following repayment and/or cancellation) or Clause 26 (Changes to the Lenders),

Total Senior Debt of the Guarantor-Sub-Group as determined on a consolidated basis in accordance with the applicable Accounting Standard.

EBITDA of the Guarantor-Sub-Group as determined on a consolidated basis in accordance with the applicable Accounting Standard.

the business, operations, assets, or financial condition of the Obligors or the Group;

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

the validity and enforceability of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

each Obligor;

any Subsidiary of the Guarantor (excluding any Subsidiary of the Guarantor incorporated in Portugal, Canary Islands or Mexico):

whose EBITDA (calculated on a non-consolidated basis) accounts for at least 5.0% of the consolidated EBITDA of the Guarantor-Sub-Group and as of the last day of each financial year; or

whose assets (calculated on a non-consolidated basis and excluding net intercompany receivables/payables and investments in

any Subsidiary of the Guarantor that must be designated as Material Group Company as contemplated in paragraph (c)(ii) of Clause 22.2 (Compliance Certificate); and

any other Subsidiary of the Guarantor that is designated by the Company as a Material Group Company.

in relation to the Group, its audited consolidated financial statements for the financial year ended on 30 January 2021;

in relation to the Guarantor-Sub-Group, its non-audited consolidated financial statements for the financial year ended on 30 January 2021 in form and substance delivered to the Agent prior to the date of this Agreement; and

in relation to the Guarantor and the Company, its stand-alone audited financial statements for the financial year ended on 30 January 2021.

the purchase price or enterprise value (in the case of a merger or Joint Ventures) of the transaction does not exceed EUR 250,000,000 (or the equivalent in any other currency) per transaction;

the purchase prices or enterprise values (in case of mergers or Joint Ventures) of all transactions during the lifetime of this Agreement do not exceed EUR 750,000,000 in aggregate (or the equivalent in any other currency);

the company acquired, merged or which is subject to the Joint Venture will become a Subsidiary of the Guarantor and will be consolidated (if required under the Accounting Standard) in the consolidated financial statements of the Guarantor-Sub-Group;

the company or business to be acquired or merged is engaged in a business that operates in the same industry as the Guarantor-Sub-Group;

the company or business to be acquired or merged is domiciled in a country that is not a Restricted Country;

the company or business to be acquired or merged will have, as from the date which is 24 (twenty-four) fiscal months following the transaction, a projected positive EBITDA in the business plan; and

no Event of Default is continuing on the contract date for the acquisition or merger and no Event of Default would occur or could reasonably be expected to occur as a result of the acquisition or merger following the date of closing of such transaction.

any bank as defined in the Swiss Federal Banking Act; or

any person or entity which effectively conducts banking activities with its own infrastructure and staff as its principal purpose and which has a banking license in full force and effect issued in accordance with the banking laws in force in its jurisdiction of incorporation, or if acting through a branch, issued in accordance with the banking laws in the jurisdiction of such branch, all and in each case in accordance with the Guidelines.

specified as such in the applicable Reference Rate Terms; or

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

is agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms;

specifies whether that currency is a Compounded Rate Currency or a Term Rate Currency; and

has been made available to the Company and each Finance Party.

a currency;

a Loan or an Unpaid Sum in that currency;

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

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

made or to be made on the same day that a maturing Loan is due to be repaid;

the aggregate amount of which is equal to or less than the amount of the maturing Loan;

in the same currency as the maturing Loan (unless arising as a result of the operation of Clause 6.2 (Unavailability of a currency)); and

made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

any lender (other than a member of the Guarantor-Sub-Group) of the Company or of any other member of the Guarantor-Sub-Group as subordinating party and (except for the Subordination Agreement relating to the PPL) assignor;

the Company and, if relevant, the respective other member of the Guarantor-Sub-Group as borrower; and

the Agent, acting in its own name but as fiduciary of the other Finance Parties,

EUR; and

any currency specified as such in a Reference Rate Supplement relating to that currency,

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

as otherwise determined pursuant to Clause 13.1 (Interest calculation if no Primary Term Rate);

the proposed Transfer Date specified in the relevant Transfer Certificate; and

the date on which the Agent executes the relevant Transfer Certificate.

a Borrower which is resident for tax purposes in the US; or

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

any tax imposed based on the Swiss Federal Act on Value Added Tax of 12 June 2009 (Bundesgesetz über die Mehrwertsteuer), together with the related ordinances, regulations and guidelines;

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, the Sustainability Coordinator, any Mandated Lead Arranger, any Joint Bookrunner, any Finance Party, any Lender, any Obligor, any Borrower, any Guarantor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that 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 or restated;

a group of Lenders includes all the Lenders;

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

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

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

a provision of law, an act, an ordinance or any other regulation is a reference to that provision, act, ordinance or other regulations as amended or re-enacted from time to time; and

a time of day is a reference to Zurich time.

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 waived.

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

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

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

Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:

Schedule 15 (Reference Rate Terms); or

any earlier Reference Rate Supplement.

A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

Schedule 16 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 17 (Cumulative Compounded RFR Rate), as the case may be; or

any earlier Compounding Methodology Supplement.

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.

Dutch terms

works council means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) within the meaning of the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) having jurisdiction over that Dutch Obligor;

a necessary action to authorise includes any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden) and obtaining an unconditional positive advice (advies) from the competent works council(s);

constitutional documents means the deed of incorporation (akte van oprichting), articles of association (statuten), and an up-to-date extract of the Trade Register of the Dutch Chamber of Commerce relating to the Dutch Obligor;

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

a moratorium includes (voorlopig) surseance van betaling and a moratorium is declared includes (voorlopige) surseance verleend;

any procedure or step taken in connection with insolvency proceedings includes the Dutch Obligor having filed a notice under Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

a liquidator includes curator or a beoogd curator;

an administrator” includes a bewindvoerder or a beoogd bewindvoerder;

a security interest or security includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right of reclamation (recht van reclame), and any right in rem (beperkt recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht); and

an attachment includes a conservatoir beslag or executoriaal beslag.

The Facility

The Facility

Increase Option

The Company may, during the Increase Period, by delivery to the Agent of a duly completed Increase Request, request an increase of the Total Commitments (such increase, upon its effectiveness, an Additional Commitment) in the aggregate maximum amount of up to EUR 100,000,000.

During the term of this Agreement, no more than 2 (two) Increase Requests can be submitted, each in an amount of no less than EUR 25,000,000.

An Increase Request is irrevocable and will not be regarded as having been duly completed and shall have no effect unless it complies with the requirements of this Clause 2.2 (Increase Option).

The proposed date of the increase in the Total Commitments must be a Business Day falling not less than 20 (twenty) Business Days after the date of the Increase Request within the Increase Period (the Increase Date).

Promptly following receipt of an Increase Request from the Company, upon notice by the Agent, each Lender shall have the right, but not the

If all Lenders confirm that they are willing to participate in the increase requested in the Increase Request in an amount that is not less than their pro rata share, all Lenders have the right to participate in the increase requested in the Increase Request pro rata to their share in the Total Commitments.

If:

one or more of the Lenders confirm that they are not willing to provide any amount of the requested Additional Commitment or less than its pro rata share or fails to respond to the Borrower within the period referred to in paragraph (e) above (the relevant amount being a Shortfall); and

pursuant to paragraph (e) above one or more of the other Lenders (each an Accepting Lender) confirms that it is willing to provide more than its pro rata share of the Additional Commitment,

first, to each Accepting Lender in each case up to the maximum amount specified by that Accepting Lender pursuant to paragraph (e) above; and

if any balance of the Shortfall remains after paragraph (1) above, to any Accepting Lender which has confirmed under paragraph (e) above that it is prepared to make available an amount of the Additional Commitment sufficient to satisfy the Shortfall.

If, notwithstanding paragraph (g) above, the Increase Lenders (when taken together) have not offered to make available the whole of the requested Additional Commitment, then the Company may, subject to compliance with the Non-Bank Rules, offer the Shortfall that remains in respect of the proposed Additional Commitment to an Eligible Institution (any such entity agreeing (on a credit approved basis) to assume the Shortfall in a Commitment being an Additional Lender), provided that such Additional Lender is reasonably acceptable to the Agent; neither the Agent nor any Lender shall have any obligation to find an Additional Lender.

The Company may not offer terms to any proposed Additional Lender which are more favourable (including, without limitation, in respect of any fees payable in respect thereof) than those proposed by an Increase Lender.

Following the process specified in paragraphs (b) to (e) above, the Additional Commitment will be provided:

if some or all of the Lenders agreed to be Increase Lenders in amounts sufficient to fulfil the Additional Commitment, by the Increase Lenders; and/or

if some or all of the Lenders did not agree to be Increase Lenders in amounts sufficient to fulfil the Additional Commitment by the Additional Lenders,

The amount of the Total Commitment shall be increased on the Increase Date (specified by the Company in the Increase Request) by the amount of the Additional Commitment, provided that:

the Company has delivered to the Agent a certificate, dated as of the Increase Date, signed by the Management, confirming that utilising the relevant Additional Commitment in full would not breach any borrowing limit on the Borrower and such increase shall not cause any guarantee limit applicable to the Guarantor to be breached;

the Agent has received, for each Additional Lender (if any) and Increase Lender, a duly completed Increase Confirmation;

in relation to an Additional Lender, the Agent has performed all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Additional Commitment by that Additional Lender, the completion of which the Agent shall promptly notify to the Company and the Additional Lender; and

no Default is continuing on the Increase Date and no Default will occur as a result of the Additional Commitment being made available.

On the Increase Date, provided that the conditions set out in paragraphs (a) through (j) above have been met:

the Obligors and each Additional Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligor and each Additional Lender would have assumed and/or acquired had that Additional Lender been an Original Lender;

each Additional Lender shall become a party as a Lender and each Additional Lender and each of the Finance Parties shall assume

the Commitments of the other Lenders shall continue in full force and effect and (if applicable) increased pursuant to this Clause 2.2 (Increase Option).

Each Additional Commitment will be provided and borrowed under the terms and conditions set out in this Agreement.

Nothing in this Clause 2.2 (Increase Option) shall oblige any Lender to increase its Commitment at any time.

The Lenders hereby authorise the Agent to execute the necessary documents (in particular any Increase Confirmation) to ensure that the Additional Commitment of the Additional Lenders or the Increase Lenders, as the case may be, are assumed in accordance with this Clause 2.2 (Increase Option).

Each Obligor confirms:

the authority of it and its Subsidiaries to request and implement the increase of the Commitments in accordance with the procedures and up to the amounts permitted by this Agreement; and

that all its guarantee and indemnity obligations as set out in Clause 15 (Tax Gross-Up and Indemnities), Clause 16 (Increased Costs), Clause 17 (Other Indemnities) and (in the case of the Guarantor) Clause 20 (Guarantee and Indemnity) or any other Clause or any other Finance Document will extend to include the Additional Commitment of the Additional Lenders or the Increase Lenders, as the case may be, that are committed in accordance with this Clause 2.2 (Increase Option).

The Company shall pay to the Agent (for the account of the Accepting Lenders) an increase fee as agreed in the relevant Fee Letter.

Increase following repayment and/or cancellation

The Company may by giving prior notice to the Agent by no later than the date falling 5 (five) Business Days after the effective date of a cancellation of the Commitment of a Lender in accordance with:

Clause 9.1 (Illegality); or

paragraph (a) of Clause 9.6 (Right of replacement or repayment and cancellation in relation to a single Lender),

Upon submission of a request by the Company in accordance with paragraph (a) above, the provisions of Clause 2.2 (Increase Option) will apply mutatis mutandis; for the avoidance of doubt:

paragraph (q) of Clause 2.2 (Increase Option) shall not be applicable; and

Clause 26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 (Increase following repayment and/or cancellation) in relation to an Increase Lender as if references in that Clause to:

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

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

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

Finance Parties’ rights and obligations

The obligations of each Lender under the Finance Documents are several and not joint and the Lenders explicitly waive, and the other Parties acknowledge and agree that there shall not be, joint and several liabilities (Solidarhaftung) provided for in article 544 CO. Failure by a Lender to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Lender is responsible for the obligations of any other Lender under the Finance Documents and no Lender may be held responsible for any failure of any other Lender to perform its obligations under the Finance Documents.

The Lenders do not form a community of creditors (Gläubigergemeinschaft) and are neither joint and several creditors (Solidargläubiger) nor joint creditors (Gesamtgläubiger). The rights of each Lender under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Lender from an Obligor shall be a separate and independent debt. Each Lender may, except as otherwise provided in the Finance Documents, separately enforce its rights under the Finance Documents, provided that if any Lender commences proceedings in respect of the Finance Documents, it shall promptly notify the other Lenders.

Obligors’ Agent

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter appoints the Company to act as its direct representative (direkter Stellvertreter) in its name and for its account (including as a representative of several parties (Mehrfachvertretung) or self-dealing (Selbstkontrahieren)) in relation to the Finance Documents and authorizes:

the Company on its behalf to supply all information concerning itself contemplated by any Finance Document to the Finance Parties and to sign and give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), 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 such 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 Company,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Company or given to the Company under any Finance Document on behalf of another Obligor or in connection with 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 Company and any other Obligor, those of the Company shall prevail.

Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility towards general corporate and working capital purposes of the Guarantor-Sub-Group, including Permitted Acquisitions and refinancing of existing Financial Indebtedness.

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

Conditions of Utilisation

Initial conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received all of the documents and other evidence listed in Schedule 2 Part I (Conditions precedent to initial Utilisation) 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

in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

the Repeating Representations to be made by each Obligor are true in all material respects (such general qualification as to materiality does, however, not apply in case the Repeating Representation itself is already qualified by materiality).

Conditions relating to Optional Currencies

A currency will constitute an Optional Currency in relation to a Loan if:

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency at the Specified Time and on the Utilisation Date for that Loan;

it has been approved by the Agent (acting on the instructions of all the Lenders) on or prior to receipt by the Agent of the relevant Utilisation Request for that Loan; for the avoidance of doubt, as of the date of this Agreement, no currency has been approved as Optional Currency by the Agent (acting on the instructions of all the Lenders); and

there are Reference Rate Terms for that currency.

If the Agent has received a written request from the Company for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Company by the Specified Time:

whether or not the Lenders have granted their approval; and

if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation in that currency.

Maximum number of Loans

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 10 (ten) Loans would be outstanding.

Any Loan made by a single Lender under Clause 6.2 (Unavailability of a currency) shall not be taken into account in this Clause 4.4 (Maximum number of Loans).

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:

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); and

the proposed Interest Period complies with Clause 12 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

The amount of the proposed Loan must be:

if the currency selected is the Base Currency, a minimum of EUR 3,000,000 or, if less, the Available Facility; or

if the currency selected is an Optional Currency, the minimum amount specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.3 (Conditions relating to Optional Currencies) or, if less, the Available Facility; and

Lenders’ participation

If the conditions set out in this Agreement have been met and subject to Clause 7.1 (Repayment of Loans), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

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

The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 31.1 (Payments to the Agent), in each case by the Specified Time.

Cancellation of Commitment

Optional Currencies

Selection of currency

Unavailability of a currency

a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or

a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it; or

UniCredit S.p.A. as Lender (or any of its Affiliates that became a Lender after the date of this Agreement) notifies the Agent that it (acting in its sole discretion) does not want to participate in a Loan in the proposed Optional Currency,

Participation in a Loan

Repayment

Repayment of Loans

Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

Without prejudice to each Borrower’s obligation under paragraph (a) above, if one or more Loans are to be made available to a Borrower (A) on the same day that a maturing Loan is due to be repaid by that Borrower, (B) in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)) and (C) in whole or in part for the purpose of refinancing the maturing Loan and (D) the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans, the aggregate amount of the new Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans

the relevant Borrower will only be required to make a payment under Clause 31.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans

the relevant Borrower will not be required to make a payment under Clause 31.1 (Payments to the Agent); and

each Lender will be required to make a payment under Clause 31.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

Extension option

Exercise of extension option

The Borrower may request that the Original Maturity Date be extended to the First Extended Maturity Date (the First Extension Option) by delivery to the Agent of an Extension Request not earlier than the date which is 18 (eighteen) Months after the date of this Agreement and no later than the date which is 2 (two) Months prior to the 2^nd anniversary of the date of this Agreement.

Subject to the First Extension Option having been exercised and granted, the Borrower may request that the First Extended Maturity Date be extended to the Second Extended Maturity Date (the Second Extension Option) by delivery to the Agent of an Extension Request not earlier than the date which is 30 (thirty) Months after the date of this Agreement and no later than the date which is 2 (two) Months prior to the 3^rd anniversary of the date of this Agreement.

An Extension Request is irrevocable and will not be regarded as having been duly completed and shall have no effect unless it complies with the requirements of this Clause 8 (Extension option).

The Agent must promptly notify the Lenders of any Extension Request received from the Borrower.

Conditions of extension

Within 20 (twenty) Business Days of being notified by the Agent of the relevant Extension Request, each Lender shall notify the Agent of its decision whether or not to consent to the Extension Request. Any Lender

The acceptance of an Extension Request in relation to the extension of the Original Maturity Date or the First Extended Maturity Date (as applicable) shall be at the sole discretion of each Lender.

Promptly upon the lapse of the period set out in paragraph (a) above, the Agent must notify the Borrower and the Lenders, whether or not all the Lenders have accepted the Extension Request.

In relation to any Non-Extending Lender, the relevant Borrower shall repay any amount outstanding and owed to such Lender under this Agreement on the Original Maturity Date, or, if applicable, the First Extended Maturity Date, and on the same date the Commitment of such Lender shall be reduced to zero.

The Original Maturity Date or the First Extended Maturity Date (as applicable) shall only be extended to the First Extended Maturity Date or the Second Extended Maturity Date (as applicable), if:

The aggregate Commitments held by the Extending Lenders or any Lender replacing a Non-Extending Lender is 80% or more of the Total Commitments;

the Borrower has paid an extension fee as provided for in paragraph (f) below; and

no Default is continuing on the Original Maturity Date or the First Extended Maturity Date (as applicable) that is extended.

The Borrower shall pay to the Agent (on the account of the Extending Lenders) an extension fee to be negotiated and agreed in a separate fee letter prior to the extension of the Original Maturity Date or the First Extended Maturity Date (as applicable).

Prepayment and Cancellation

Illegality

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

upon the Agent notifying the Company, the 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 9.6 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

Change of control

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

a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

if a Lender so requires and notifies the Agent within 10 (ten) Business Days of the Company notifying the Agent of the event, the Agent shall, by not less than 10 (ten) Business Days’ notice to the Company, cancel the Available Commitment of that Lender and declare the participation of that Lender in all Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents immediately due and payable, whereupon such Available Commitments will be immediately cancelled, the Commitment of that Lender shall immediately cease to be available for further utilisation and all such Loans, accrued interest and other amounts shall become immediately due and payable for prepayment.

Amendment of US Master Licence Agreement

is, for whatever reason (including as a consequence of insolvency or similar events in relation to Guess?, Inc.) terminated, amended, restated or otherwise modified (including, without limitation, amendments to section 3.2 thereof which relates the consideration) without the consent of the Majority Lenders, which shall not be unreasonably withheld; and/or

ceases to be legal valid and binding in accordance with its terms for whatever reason (including as a consequence of insolvency or similar events in relation to Guess?, Inc.),

Voluntary cancellation

Voluntary prepayment of Loans

in the case of a Term Rate Loan, 5 (five) Business Days’ (or such shorter period as the Lenders may agree) prior notice; or

in the case of a Compounded Rate Loan, 5 (five) RFR Banking Days’ (or such shorter period as the Lenders may agree) prior notice,

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 15.1 (Tax gross-up); or

any Lender claims indemnification from the Company under Clause 15.2 (Tax indemnity) or Clause 16.1 (Increased Costs); or

any Lender becomes a Defaulting Lender,

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

On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan and that Lender’s corresponding Commitment 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 9.1 (Illegality) to any Lender,

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

the Company shall have no right to replace the Agent;

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

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

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

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

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and/or work fee in accordance with Clause 14.6 (Work fee), without premium or penalty.

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.

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

Subject to Clause 2.2 (Increase Option) and Clause 2.3 (Increase following repayment and/or cancellation), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

If the Agent receives a notice under this Clause 9 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

Rate Switch

Switch to Compounded Reference Rate

use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for Loans in that Rate Switch Currency; and

any Loan or Unpaid Sum in that Rate Switch Currency shall be a “Compounded Rate Loan” and Clause 11.2 (Calculation of interest – Compounded Rate Loans) shall apply to each such Loan or Unpaid Sum.

Delayed switch for existing Term Rate Loans

Notifications by Agent

Following the occurrence of a Rate Switch Trigger Event for a Rate Switch Currency, the Agent shall:

promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Company and the Lenders of that occurrence; and

promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Company and the Lenders of that date.

The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date for a Rate Switch Currency, notify the Company and the Lenders of that occurrence.

Rate switch definitions

which is specified as a “Rate Switch Currency” in the applicable Reference Rate Terms; and

for which there are Reference Rate Terms applicable to Compounded Rate Loans.

in relation to a Rate Switch Currency any Rate Switch Trigger Event Date, for that Rate Switch Currency; or

in relation to a Rate Switch Currency which:

becomes a Rate Switch Currency after the date of this Agreement; and

for which there is a date specified as the “Rate Switch Date” in the applicable Reference Rate Terms,

in relation to any Rate Switch Currency and the Primary Term Rate applicable to Loans in that Rate Switch Currency:

the administrator of that Primary Term Rate or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Primary Term Rate is insolvent,

the administrator of that Primary Term Rate publicly announces that it has ceased or will cease to provide that Primary Term Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Primary Term Rate for that Quoted Tenor;

the supervisor of the administrator of that Primary Term Rate publicly announces that such Primary Term Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

the administrator of that Primary Term Rate or its supervisor publicly announces that that Primary Term Rate for any Quoted Tenor may no longer be used; and

the supervisor of the administrator of that Primary Term Rate publicly announces or publishes information stating that that Primary Term Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor);

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (a)(i) of the definition of “Rate Switch Trigger Event”, the date on which the relevant Primary Term Rate ceases to be published or otherwise becomes unavailable;

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraphs (a)(ii), (a)(iii) or (a)(iv) of the definition of “Rate Switch Trigger Event”, the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

in the case of an occurrence of a Rate Switch Trigger Event for that Rate Switch Currency described in paragraph (b) of the definition of “Rate Switch Trigger Event”, the date on which the relevant Primary Term Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Primary Term Rate).

Interest

Calculation of interest – Term Rate Loans

Margin; and

Term Reference Rate.

Calculation of interest – Compounded Rate Loans

The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

Compounded Reference Rate for that day.

If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

Calculation of Margin

Until submission of the Compliance Certificate and the financial statements of the Company (on a consolidated basis) as of 30 April 2022, the Margin shall be equal to 1.00% p.a.

Thereafter, the Margin shall be determined quarterly based on the most recent Compliance Certificate and the financial statements of the Guarantor-Sub-Group (on a consolidated basis) delivered to the Agent in accordance with Clause 22.1 (Financial statements) and Clause 22.2 (Compliance Certificate) respectively (covering the last 12 (twelve) Months) as follows (subject to paragraph (d) below):

Any increase or decrease in the Margin pursuant to paragraph (b) above shall apply (i) to any new Loan with a Utilisation Date after the date which is the fifth Business Day after receipt by the Agent of the relevant Compliance Certificate and (ii) for the commitment fee, immediately as from the date which is the fifth Business Day after receipt by the Agent of the relevant Compliance Certificate.

The Margin calculated as per paragraph (a) or (b) above shall be increased or decreased (the Sustainability Margin Adjustment) depending on the number of KPI Achievements in any financial year:

3

2

1

0

Any Sustainability Margin Adjustment as per paragraph (d) above shall apply as from the date which is the fifth Business Day after receipt by the Agent of the relevant Sustainability Report and Sustainability Compliance Certificate (i) to any new Loan with a Utilisation Date after such date and (ii) for the commitment fee, immediately as from such date until the date which is the fifth Business Day after receipt by the Agent of the next Sustainability Report and next Sustainability Compliance Certificate for the next financial year; at that point in time, the Margin as per paragraph (a) or (b) above shall be newly increased or decreased by the Sustainability Margin Adjustment (i.e. the Sustainability Margin Adjustments of any previous year will not be cumulated).

If for any financial year, the Sustainability Compliance Certificate and/or the Sustainability Report has not been delivered by its due date, the relevant Sustainability Margin Adjustment will be calculated as if no KPI Achievement had occurred until the date on which the relevant (or the next) Sustainability Compliance Certificate and Sustainability Report are delivered.

Payment of interest

Default interest

Upon the occurrence and during the continuance of an Event of Default pursuant to Clause 25.1 (Non-payment), Clause 25.6 (Insolvency), Clause 25.7 (Insolvency proceedings) or Clause 25.8 (Creditors’ process), the Margin in relation to all Loans shall automatically be increased by 2.00% p.a. with effect, in relation to each Loan, as from the first day of the next Interest Period of each Loan and any amount overdue shall have successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

If any overdue amount consists of all or part of a Term Rate Loan and which became due on a day which was not the last day of an Interest Period relating to that Loan, the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan.

Notifications

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

The Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:

the relevant Borrower of that Compounded Rate Interest Payment;

each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and

the relevant Lenders and the relevant Borrower (upon request) of:

each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

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

The Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 13.4 (Cost of funds) applies.

This Clause 11.6 (Notifications) shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

Minimum interest payment – Swiss Withholding Tax

The rates of interest provided for in this Agreement are minimum interest rates.

When entering into this Agreement, the Parties have assumed in bona fide that the interest payable at the rates set out in this Clause 11 (Interest) or in any other Clause of this Agreement, if any, is not and will not become subject to Swiss Withholding Tax. This notwithstanding, if a Tax Deduction is required by law in respect of any interest payable by a Borrower under a Finance Document and should it be unlawful for that Borrower to comply with Clause 15.1 (Tax gross-up) for any reason, where this would otherwise be required by the terms of Clause 15.1 (Tax gross-up) (taking into account, in particular, the exceptions in paragraph (d) of Clause 15.1 (Tax gross-up), then:

the applicable interest rate in relation to that interest payment shall be the interest rate which would have applied to that interest payment as provided for by Clause 11 (Interest) divided by one minus the rate at which the relevant Tax Deduction is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant Tax Deduction is required to be made is for this purpose expressed as a fraction of one); and

the relevant Borrower shall (A) pay the relevant interest at the adjusted rate in accordance with paragraph (i) above and (B) make the Tax Deduction on the interest so recalculated, and all references to a rate of interest under the Finance Documents shall be construed accordingly.

In case a Borrower pays interest at an adjusted rate in accordance with paragraph (b)(i) above, paragraph (h) of Clause 11 (Interest) and Clause 15.3 (Tax Credit) shall apply accordingly.

Interest Periods

Selection of Interest Periods

A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 12 (Interest Periods) a Borrower (or the Company) may select an Interest Period of 1 (one), 3 (three) or 6 (six) 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 Final Maturity Date.

Each Interest Period for a Loan shall start on the Utilisation Date.

A Loan has one Interest Period only.

No Interest Period shall be longer than 6 (six) Months and not shorter than 1-week.

Non-Business Days

Changes to the Calculation of Interest

Interest calculation if no Primary Term Rate

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

Historic Primary Term Rate: If paragraph (a) above applies but it is not possible to calculate the Interpolated Primary Term Rate, the applicable Term Reference Rate shall be the Historic Primary Term Rate for that Loan.

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

Compounded Reference Rate or cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Primary Term Rate then:

if “Compounded Reference Rate will apply as a fallback” is specified in the Reference Rate Terms for that Loan and there are Reference Rate Terms applicable to Compounded Rate Loans in the relevant currency:

there shall be no Term Reference Rate for that Loan for that Interest Period and Clause 11.1 (Calculation of interest – Term Rate Loans) will not apply to that Loan for that Interest Period; and

that Loan shall be a “Compounded Rate Loan” for that Interest Period and Clause 11.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period; and

if:

“Compounded Reference Rate will not apply as a fallback” and

“Cost of funds will apply as a fallback”,

Interest calculation if no RFR or Central Bank Rate

there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

“Cost of funds will apply as a fallback” is specified in the Reference Rate Terms for that Loan,

Market disruption

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

before the Reporting Time for that Loan the Agent receives notifications from a Lender or Lenders (whose participations in that Loan exceed 35%

Cost of funds

If this Clause 13.4 (Cost of funds) applies to a Loan for an Interest Period neither Clause 11.1 (Calculation of interest – Term Rate Loans) nor Clause 11.2 (Calculation of interest – Compounded Rate Loans) shall apply to that Loan for that Interest Period and the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the applicable Margin; and

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

If this Clause 13.4 (Cost of funds) applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 (thirty) days) with a view to agreeing a substitute basis for determining the rate of interest.

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

If this Clause 13.4 (Cost of funds) applies pursuant to Clause 13.3 (Market disruption) and:

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

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

Subject to paragraph (d) above, if this Clause 13.4 (Cost of funds) applies but any Lender does not notify a rate to the Agent by the Reporting Time for the relevant Loan the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

If this Clause 13.4 (Cost of funds) applies the Agent shall, as soon as is practicable, notify the Company.

Break Costs

If an amount is specified as Break Costs in the Reference Rate Terms for a Loan or Unpaid Sum, each Borrower shall, within 10 (ten) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of that Loan or Unpaid Sum being paid by that Borrower on a day prior to the last day of an Interest Period for that Loan or Unpaid Sum.

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

Fees

Commitment fee

The Company shall pay to the Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of 35% p.a. of the applicable Margin on that Lender’s Available Commitment for the Availability Period.

The accrued commitment fee is payable on the last day of each successive period of 3 (three) Months (from the date of this Agreement) which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Arrangement and participation fee

a participation fee (for the account of each Lender, to be distributed to the Lenders at the sole discretion of the Joint Bookrunners); and

an arrangement fee (for the account of the Joint Bookrunners),

Agency fee

Increase and extension fee

Utilisation fee

The Company shall pay to the Agent a utilisation fee at the utilisation rate (as per the right column in the table below) on the total amount of all Loans outstanding under the Facility for each calendar day on which such total amount of Loans outstanding exceeds the relevant utilisation fee threshold (as per the left column in the table below):

utilisation fee threshold (total

amount of all Loans outstanding

under the Facility of the Total

Commitments)

< 33^1/3%

> 33^1/3% < 66^2/3%

> 66^2/3%

The utilisation fee as per paragraph (a) above is payable on the last day of each successive period of 3 (three) Months (from the date of this Agreement) which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

The utilisation fee as per paragraph (a) above shall be distributed to the Lenders according to the proportion borne by each Lender’s aggregate participation in all outstanding Loans to the total amount of all Loans outstanding under the Facility.

Work fee

for the Agent’s own account, a work fee in the amount of USD 1,000 for each prepayment; and

for the account of each Lender who has a participation in the Utilization to be prepaid, a work fee per Lender in the amount of USD 500 for each prepayment.

Tax Gross-Up and Indemnities

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.

No Obligor is required to make an increased payment under this Clause 15.1 (Tax gross-up) (or under Clause 11.7 (Minimum interest payment – Swiss Withholding Tax) or any other provision of any Finance Document) to the relevant Finance Party, if on the date on which the payment falls due the payment could have been made by that Obligor without a Tax Deduction if:

the relevant Finance Party, in relation to which an Obligor makes the payment, was a Qualifying Bank, but on that date that Finance Party is not or has ceased to be a Qualifying Bank, other than as a result of any change after the date it became a Finance Party under the Finance Documents in (or in the interpretation, administration or application of) any law or treaty or any published practice or concession of any relevant taxing authority;

the relevant Finance Party, in relation to which an Obligor makes the payment, had complied with its obligations under Clause 15.4 (Lender status confirmation) or Clause 26 (Changes to the Lenders);

the relevant Finance Party, in relation to which an Obligor makes the payment, became a Lender as a result of a failure of a Finance Party to comply with its obligations under Clause 15.4 (Lender status confirmation) or Clause 26 (Changes to the Lenders).

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

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.

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

If and to the extent that any payment becomes subject to any Tax Deduction, each relevant Finance Party and each Obligor shall cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authorities) to the extent possible and necessary for that Obligor to obtain authorisation to make interest payments without them being subject to Tax Deduction or to them being subject to the lowest possible Tax Deduction and to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded. In the event the Tax Deduction is refunded to a Finance Party by any competent tax authorities, the relevant Finance Party shall forward, after deduction of any related costs, such amount to the relevant Obligor.

Tax indemnity

The Company shall (within 3 (three) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 15.1 (Tax gross-up) or Clause 11.7 (Minimum interest payment – Swiss Withholding Tax);

would have been compensated for by an increased payment under Clause 15.1 (Tax gross-up) or Clause 11.7 (Minimum interest payment – Swiss Withholding Tax) but was not so compensated solely because one of the exclusions in paragraph (d) of 15.1 (Tax gross-up) applied; or

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

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

A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.2 (Tax indemnity), notify the Agent.

Tax Credit

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

that Finance Party has obtained and utilised that Tax Credit,

Lender status confirmation

Each Original Lender represents and warrants that as of the date of this Agreement it is a Qualifying Bank and a FATCA Exempt Party.

Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate in the Transfer Certificate, Increase Confirmation or any other document which it executes on becoming a Party (without liability to any member of the Group), (i) whether as of the

If a New Lender fails to indicate its status in accordance with this Clause 15.4 (Lender status confirmation), then such New Lender shall be treated for the purposes of this Agreement (including by the Obligors) as if it is a non-Qualifying Bank until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate or Increase Confirmation shall not be invalidated by any failure of a Lender to comply with this Clause 15.4 (Lender status confirmation).

Stamp taxes

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

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

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

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

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

Any reference in this Clause 15.6 (VAT) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time.

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

FATCA information

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

confirm to that other Party whether it is (A) a FATCA Exempt Party or (B) not a FATCA Exempt Party;

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

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

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 (ten) Business Days of:

where the Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

where a Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

the date a new US Tax Obligor accedes as a Borrower; or

where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

FATCA Deduction

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

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

Increased Costs

Increased Costs

Increased Cost claims

A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

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

Exceptions

attributable to a Tax Deduction required by law to be made by an Obligor;

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

compensated for by Clause 11.7 (Minimum interest payment – Swiss Withholding Tax), Clause 15.1 (Tax gross-up), Clause 15.2 (Tax indemnity) (or would have been compensated for under Clause 15.1 (Tax gross-up) or Clause 15.2 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (d) of Clause 15.1 (Tax gross-up) applied); or

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

Other Indemnities

Currency indemnity

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

making or filing a claim or proof against that Obligor;

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

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

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

Other indemnities

the occurrence of any Event of Default;

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties);

funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

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

Indemnity to the Agent

investigating any event which it reasonably believes is a Default;

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

Mitigation by the Lenders

Mitigation

Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 9.1 (Illegality), Clause 15 (Tax Gross-Up and Indemnities) and Clause 16 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

Limitation of liability

The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

Costs and Expenses

Transaction expenses

Amendment costs

Enforcement costs

Guarantee and Indemnity

The Guarantor herewith irrevocably and unconditionally guarantees to the Finance Parties in accordance with article 111 CO, as primary obligor and not merely as a surety (Bürgschaft), irrespective of the validity of this Agreement or any other Finance Document, and waiving all rights of objection and defence arising from or under this Agreement or any other Finance Document, to pay to the Finance Parties any amount due and payable by the Obligors under or in connection with this Agreement or any other Finance Document upon first written demand from the Agent confirming that an amount equivalent to the amount claimed under this Guarantee was not paid on its due date and remains unpaid by such Obligor under this Agreement or such other Finance Document (the Guarantee).

Notwithstanding any reference to obligations of the Obligors under any Finance Document, the Guarantor acknowledges that its obligations under this Guarantee shall be of a non-accessory (nicht akzessorischer) nature within the meaning of article 111 CO, independent of the obligations of the other Obligors under any Finance Document.