Common use of Consequences of an Event of Default Clause in Contracts

Consequences of an Event of Default. If an Event of Default occurs under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8: a. the Market Value (as defined below) of the Equivalent Securities to be delivered by IBIE and the amount of any cash to be paid by you shall be established by IBIE as of the Termination Date; b. on the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonably.

Consequences of an Event of Default. 11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7 below shall apply. 11.2 The Parties’ delivery and payment obligations (and any other obligations they have under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8:the following provisions. a. the (a) The Default Market Value (as defined below) of the Equivalent Securities and Equivalent Non- Cash Collateral to be delivered by IBIE and the amount of any Cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you each Party shall be established by IBIE the Non-Defaulting Party in accordance with paragraph 11.4 and deemed as of at the Termination Date;. b. on (b) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party Party to the other under this Agreement (on the basis that each Party’s claim against the other in respect of delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to the Default Market Value thereof) and the sums due from you one Party shall be set off against the sums due from IBIE the other and only the balance of the account shall be payable (by the party Party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate prevailing at such dates and times determined by IBIE the Non-Defaulting Party acting reasonably. (c) If the balance under sub-paragraph (b) above is payable by the Non-Defaulting Party and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (d) If the balance under sub-paragraph (b) above is payable by the Defaulting Party and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (e) In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall deliver for cancellation the Letter of Credit so provided. 11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent Collateral in the form of a Letter of Credit shall be zero and of any Equivalent Securities or any other Equivalent Non-Cash Collateral shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: (a) the Appropriate Market means, in relation to securities of any description, the market which is the most appropriate market for securities of that description, as determined by the Non-Defaulting Party; (b) the Default Valuation Time means, in relation to an Event of Default, the close of business in the Appropriate Market on the fifth dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10.1(d) no notice is required from the Non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the fifth dealing day after the day on which the Non-Defaulting Party first became aware of the occurrence of such Event of Default;

Consequences of an Event of Default. If Upon the occurrence and during the continuation of an Event of Default occurs under Clause 6A (other than an Event of this AgreementDefault with respect to any Loan Party described in paragraph (g) or (h) of Section 7.01), your and IBIE’s payment and delivery obligations in respect at any time thereafter during the continuation of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs Default, the Administrative Agent, at the request of the Required Bondholders, shall, by notice to the Obligor and Trustee, take any or all of the following actions, at the same or different times: (a) by written notice to the date Trustee and the Obligor, declare the outstanding amount of the Obligations (other than the Bonds which shall be subject to clause (b) below) under the “ Termination Date”Bond Documents to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue; (b) so deliver a written notice to the Trustee and the Obligor that performance an Event of Default has occurred and is continuing and direct the Trustee to cause an acceleration of the Bonds or take any such delivery and payment obligations shall be effected only other remedial action or remedy as is provided for in accordance with the Indenture; provided, that, if, before the earlier of (i) two Business Days following acceleration of the Bonds pursuant to this paragraph 8: a. (b), and (ii) the Market Value occurrence of any event with respect to any Loan Party described in paragraph (as defined belowg) or (h) of Section 7.01, the Equivalent Securities Obligor pays to be delivered by IBIE and the amount of any cash to be paid by you shall be established by IBIE as Trustee for the benefit of the Termination Date; b. on the basis of the sums so establishedBondholder Parties, an account shall be taken (as at the Termination Date) of what is due from each party amount equal to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods outstanding Obligations (which may includeincluding, without limitation, available prices for securities with similar maturitiesthe outstanding principal of, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriateinterest on, less all reasonable costs, commissions each Bond (including internal commissionsall interest accrued on any outstanding Obligations up to and including the Acceleration Rescission Date)) (other than unasserted contingent payment obligations that by their nature survive termination of the Bond Documents) in full in cash (such payment date, the “Acceleration Rescission Date”), then upon receipt of such amounts by the Trustee and notice to the Trustee from the Obligor (which notice shall be acknowledged by the Administrative Agent), the Administrative Agent and the Bondholders shall take the actions required under Section 7.2 of the Indenture to rescind acceleration of the Bonds pursuant to Section 7.2 of the Indenture, the payment of such amounts shall be deemed to be a repurchase of the Bonds by the Obligor under the Indenture and such Bonds shall remain Outstanding (as defined in the Indenture) thereunder; (c) subject to the provisions of the Intercreditor Agreement, either personally or by attorney or agent without bringing any action or proceeding, or by a receiver to be appointed by a court in any appropriate action or proceeding, take whatever action at law or in equity may appear necessary or desirable to collect the amounts due and payable under the Bond Documents or to enforce performance or observance of any obligation, agreement or covenant of the Obligor under the Bond Documents, whether for specific performance of any agreement or covenant of the Obligor or in aid of the execution of any power granted to the Bondholders in the Bond Documents; (d) subject to the provisions of the Intercreditor Agreement, at the expense of the Obligor, cure any Default, Event of Default or event of nonperformance hereunder or under any Bond Document; provided, however, that the Administrative Agent and the Bondholders shall have no obligation to effect such a cure; (e) subject to the provisions of the Intercreditor Agreement, exercise, or cause to be exercised, any and all other remedies as it may have under the Bond Documents and as otherwise available at law and at equity; and (f) subject to the provisions of the Intercreditor Agreement, direct the Collateral Agent to exercise the rights and remedies under the Security Documents (or at law or pursuant to the UCC). In the case of any event with respect to any Loan Party described in paragraph (g) or (h) of Section 7.01, the outstanding amount of the Obligations under the Bond Documents, together with accrued interest thereon and any unpaid accrued fees and expenses (including fees due and payable under the Agency Fee Letter) and all other liabilities of the Loan Parties accrued hereunder and under any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated other Bond Document, shall automatically become due and payable, in connection accordance with Section 7.2 of the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonablyIndenture.

Consequences of an Event of Default. If an Event of Default occurs under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ “Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8: a. the Market Value (as defined below) of the Equivalent Securities to be delivered by IBIE and the amount of any cash to be paid by you shall be established by IBIE as of the Termination Date; b. on the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien security interest granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonably.

Consequences of an Event of Default. 11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7 below shall apply. 11.2 The Parties’ delivery and payment obligations (and any other obligations they have under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8:the following provisions. a. the (a) The Default Market Value (as defined below) of the Equivalent Securities and Equivalent Non- Cash Collateral to be delivered by IBIE and the amount of any Cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you each Party shall be established by IBIE the Non-Defaulting Party in accordance with paragraph 11.4 and deemed as of at the Termination Date;. b. on (b) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party Party to the other under this Agreement (on the basis that each Party’s claim against the other in respect of delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to the Default Market Value thereof) and the sums due from you one Party shall be set off against the sums due from IBIE the other and only the balance of the account shall be payable (by the party Party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate Spot Rate prevailing at such dates and times determined by IBIE the Non-Defaulting Party acting reasonably. (c) If the balance under sub-paragraph (b) above is payable by the Non-Defaulting Party and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (d) If the balance under sub-paragraph (b) above is payable by the Defaulting Party and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (e) In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall deliver for cancellation the Letter of Credit so provided. 11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent Collateral in the form of a Letter of Credit shall be zero and of any Equivalent Securities or any other Equivalent Non-Cash Collateral shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: (a) the Appropriate Market means, in relation to securities of any description, the market which is the most appropriate market for securities of that description, as determined by the Non-Defaulting Party; (b) the Default Valuation Time means, in relation to an Event of Default, the close of business in the Appropriate Market on the fifth dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10.1(d) no notice is required from the Non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the fifth dealing day after the day on which the Non-Defaulting Party first became aware of the occurrence of such Event of Default;

Consequences of an Event of Default. If 16.4.1 Upon the occurrence of an Event of Default occurs under that has not been cured in accordance with Clause 6A 16.4.2, the Party not in default (“Non-Defaulting Party”) shall be entitled to the rights and remedies as set out in this Clause 16.4. 16.4.2 The Non-Defaulting Party shall have the right to give a written notice (“Default Notice”) to the Party in default (the “Defaulting Party”)setting out (i) details of the occurrence of the Event of Default in relation to Defaulting Party; and (ii) requiring the Defaulting Party to cure such default within a period of thirty (30) Business Days from the date of the Default Notice. 16.4.3 In the event the Defaulting Party fails to remedy the default within a period of thirty (30) Business Days from the receipt of Default Notice, for any reason whatsoever, the Non-Defaulting Party shall have the right (but not the obligation) to terminate this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8also, either: a. make a call upon the Market Value (as defined below) Defaulting Party, requiring it to sell all of the Equivalent Securities Shares held by such Defaulting Party, subject to Applicable Law, at a price equal to fair market value with a ten percent (10%) discount on such fair market value to be delivered determined by IBIE and an independent valuer appointed by the amount Non-Defaulting Party; or b. require the Defaulting Party to acquire all of any cash the Shares held by the Non- Defaulting Party, subject to Applicable Law, at a price equal to fair market value with a ten percent (10%) premium on such fair market value to be paid determined by you shall be established by IBIE as of the Termination Date; b. on the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (independent valuer appointed by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any markNon-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonablyDefaulting Party.

Consequences of an Event of Default. If an Event of Default occurs under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ “Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8: a. the Market Value (as defined below) of the Equivalent Securities to be delivered by IBIE and the amount of any cash to be paid by you shall be established by IBIE as of the Termination Date; b. on the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonably.

Consequences of an Event of Default. If an Event of Default occurs under Clause 6A of 7.1 occurs in relation to the Borrower, then the terms under this Clause 7.2 to Clause 7.7 below shall apply: (a) The Borrower’s delivery and payment obligations (and any other obligations they have under this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8:the following provisions:- a. the (i) The Default Market Value (as defined below) of the Equivalent equivalent Loan Securities to be delivered by IBIE and the amount of any cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you the Borrower shall be established by IBIE the Lender and deemed as of at the Termination Date;. b. on (ii) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party the Borrower to the other Lender under this Agreement (on the basis that the Lender’s claim against the Borrower in respect of delivery of equivalent Loaned Securities equal to the Default Market Value thereof) and the sums due from you the Borrower shall be set off against the sums due from IBIE the Lender and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate Spot Rate prevailing at such dates and times determined by IBIE the non-defaulting party acting reasonably. (b) For the purposes of this Agreement, the Default Market Value of any equivalent Loaned Securities shall be determined by the Lender in accordance with Clause 7.2 (c) and Clause 7.3 below, and for this purpose:

Consequences of an Event of Default. 11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7 below shall apply. 11.2 The Parties’ delivery and payment obligations (and any other obligations they have under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8the following provisions: a. the (a) The Default Market Value (as defined below) of the Equivalent Securities and Equivalent Non- Cash Collateral to be delivered by IBIE and the amount of any Cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you each Party shall be established by IBIE the Non-Defaulting Party in accordance with paragraph 11.4 and deemed as of at the Termination Date;. b. on (b) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party Party to the other under this Agreement (on the basis that each Party’s claim against the other in respect of delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to the Default Market Value thereof) and the sums due from you one Party shall be set off against the sums due from IBIE the other and only the balance of the account shall be payable (by the party Party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate Spot Rate prevailing at such dates and times determined by IBIE the Non-Defaulting Party acting reasonably. (c) If the balance under sub-paragraph (b) above is payable by the Non- Defaulting Party and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (d) If the balance under sub-paragraph (b) above is payable by the Defaulting Party and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (e) In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall deliver for cancellation the Letter of Credit so provided. 11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent Collateral in the form of a Letter of Credit shall be zero and of any Equivalent Securities or any other Equivalent Non-Cash Collateral shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: (a) the Appropriate Market means, in relation to securities of any description, the market which is the most appropriate market for securities of that description, as determined by the Non-Defaulting Party; (b) the Default Valuation Time means, in relation to an Event of Default, the close of business in the Appropriate Market on the fifth dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10.1(d) no notice is required from the Non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the fifth dealing day after the day on which the Non-Defaulting Party first became aware of the occurrence of such Event of Default;

Consequences of an Event of Default. 11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7 below shall apply. 11.2 The Parties’ delivery and payment obligations (and any other obligations they have under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8:the following provisions. a. the (a) The Default Market Value (as defined below) of the Equivalent Securities and Equivalent Non-Cash Collateral to be delivered by IBIE and the amount of any Cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you each Party shall be established by IBIE the Non-Defaulting Party in accordance with paragraph 11.4 and deemed as of at the Termination Date;. b. on (b) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party Party to the other under this Agreement (on the basis that each Party’s claim against the other in respect of delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to the Default Market Value thereof) and the sums due from you one Party shall be set off against the sums due from IBIE the other and only the balance of the account shall be payable (by the party Party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate prevailing at such dates and times determined by IBIE the Non-Defaulting Party acting reasonably. (c) If the balance under sub-paragraph (b) above is payable by the Non-Defaulting Party and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (d) If the balance under sub-paragraph (b) above is payable by the Defaulting Party and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (e) In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall deliver for cancellation the Letter of Credit so provided. 11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent Collateral in the form of a Letter of Credit shall be zero and of any Equivalent Securities or any other Equivalent Non-Cash Collateral shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: (a) the Appropriate Market means, in relation to securities of any description, the market which is the most appropriate market for securities of that description, as determined by the Non-Defaulting Party; (b) the Default Valuation Time means, in relation to an Event of Default, the close of business in the Appropriate Market on the fifth dealing day after the day on which that Event of Default occurs or, where that Event of Default is the occurrence of an Act of Insolvency in respect of which under paragraph 10.1(d) no notice is required from the Non-Defaulting Party in order for such event to constitute an Event of Default, the close of business on the fifth dealing day after the day on which the Non- Defaulting Party first became aware of the occurrence of such Event of Default;

Consequences of an Event of Default. If an Event of Default occurs under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8: a. the Market Value (as defined below) of the Equivalent Securities to be delivered by IBIE and the amount of any cash to be paid by you shall be established by IBIE as of the Termination Date; b. on the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party to the other and the sums due from you shall be set off against the sums due from IBIE and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to paragraph (a) above) and such balance shall be payable on the next following business day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien security interest granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR shall be converted into EUR at the spot rate prevailing at such dates and times determined by IBIE acting reasonably.

Consequences of an Event of Default. 11.1 If an Event of Default occurs in relation to either Party then paragraphs 11.2 to 11.7 below shall apply. 11.2 The Parties’ delivery and payment obligations (and any other obligations they have under Clause 6A of this Agreement, your and IBIE’s payment and delivery obligations in respect of each Securities Loan ) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall be the “ Termination Date”) so that performance of such delivery and payment obligations shall be effected only in accordance with this paragraph 8:the following provisions. a. the (a) The Default Market Value (as defined below) of the Equivalent Securities and Equivalent Non- Cash Collateral to be delivered by IBIE and the amount of any Cash Collateral (including sums accrued) to be repaid and any other cash (including interest accrued) to be paid by you each Party shall be established by IBIE the Non-Defaulting Party in accordance with paragraph 11.4 and deemed as of at the Termination Date;. b. on (b) On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each party Party to the other under this Agreement (on the basis that each Party’s claim against the other in respect of delivery of Equivalent Securities or Equivalent Non-Cash Collateral equal to the Default Market Value thereof) and the sums due from you one Party shall be set off against the sums due from IBIE the other and only the balance of the account shall be payable (by the party Party having the claim valued at the lower amount pursuant to paragraph (a) abovethe foregoing) and such balance shall be payable on the next following business day Business Day after such account has been taken and such sums have been set off in accordance with this paragraph; c. in addition, you shall be liable to IBIE for the amount of all reasonable legal and other professional expenses incurred by IBIE in connection with or as a consequence of an Event of Default, together with interest thereon at a rate as determined by IBIE acting reasonably and notified to you. Interest will accrue daily on a compound basis; and d. any amount payable by you pursuant to this paragraph 8 shall be an obligation that is secured by the pledge and lien granted by you pursuant to Clause 4B(i) of this Agreement. The “Market Value” of Equivalent Securities shall be the amount which, in the reasonable opinion of IBIE, represents their fair market value, having regard to such pricing sources and methods (which may include, without limitation, available prices for securities with similar maturities, terms and credit characteristics as the relevant Equivalent Securities) as IBIE considers appropriate, less all reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed delivery) incurred or reasonably anticipated in connection with the purchase or sale of such securities. For the purposes of this calculation, any sum not denominated in EUR the Base Currency shall be converted into EUR the Base Currency at the spot rate prevailing at such dates and times determined by IBIE the Non-Defaulting Party acting reasonably. (c) If the balance under sub-paragraph (b) above is payable by the Non-Defaulting Party and the Non-Defaulting Party had delivered to the Defaulting Party a Letter of Credit, the Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (d) If the balance under sub-paragraph (b) above is payable by the Defaulting Party and the Defaulting Party had delivered to the Non-Defaulting Party a Letter of Credit, the Non-Defaulting Party shall draw on the Letter of Credit to the extent of the balance due and shall subsequently deliver for cancellation the Letter of Credit so provided. (e) In all other circumstances, where a Letter of Credit has been provided to a Party, such Party shall deliver for cancellation the Letter of Credit so provided. 11.3 For the purposes of this Agreement, the Default Market Value of any Equivalent Collateral in the form of a Letter of Credit shall be zero and of any Equivalent Securities or any other Equivalent Non-Cash Collateral shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: (a) the Appropriate Market means, in relation to securities of any description, the market which is the most appropriate market for securities of that description, as determined by the Non-Defaulting Party;