ALLIANCE ONE TOBACCO (MALAWI) LIMITED

PYXUS INTERNATIONAL, INC.

EASTERN AND SOUTHERN AFRICAN TRADE

EASTERN AND SOUTHERN AFRICAN TRADE

EASTERN AND SOUTHERN AFRICAN TRADE

EASTERN AND SOUTHERN AFRICAN TRADE

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PYXUS INTERNATIONAL, INC., a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2386250, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Parent”);

PYXUS PARENT, INC., a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2398341, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Pyxus Parent”);

PYXUS HOLDINGS, INC., a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2385176, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Pyxus Holdings” and, together with Parent and Pyxus Parent, the “Parent Guarantors”);

ALLIANCE ONE TOBACCO (MALAWI) LIMITED, a company incorporated and existing under the laws of the Republic of Malawi, with company number 1891 and whose postal address is P.O. Box 30522, Lilongwe 3, Malawi (“Alliance One Malawi”);

ALLIANCE ONE TOBACCO (TANZANIA) LIMITED, a company incorporated and existing under the laws of the United Republic of Tanzania, with company number 32885 and whose postal address is P.O. Box 1595, Kingolwira, Morogoro, United Republic of Tanzania (“Alliance One Tanzania”);

ALLIANCE ONE ZAMBIA LIMITED, a company incorporated and existing under the laws of the Republic of Zambia, with company number 40403 and whose registered address is Plot 4298 Buyatanshi Road, Industrial Area, Lusaka, Republic of Zambia and whose postal address is P.O. Box 30994, Lusaka, Zambia (“Alliance One Zambia” and together with Alliance One Malawi and Alliance One Tanzania, the “Borrowers”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as mandated lead arranger (the “Arranger”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as original lender (the “Original Lender”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as agent of the other Finance Parties (the “Agent”); and

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as security trustee for the Secured Parties (the “Security Agent”).

The Original Lender has advanced various facilities to the Borrowers over many years pursuant to the terms of various facility letters and related documents. Prior to the Fourth Amendment Effective Date (as defined below), the Original Lender and the Borrowers, amongst others, agreed that the terms of all such facilities would be governed by, amongst other documents, a master renewal facility agreement dated 13 June 2018, as supplemented by various facility renewal letters, as last amended and restated by the third amendment and restatement agreement dated 12 August 2021 and last amended by the amendment agreement dated 26 May 2022 (as amended up to the date of this Agreement, and together, the “Original Facilities Agreement”).

This Agreement:

puts into effect, by way of amendment and restatement, certain amendments to the Original Facilities Agreement, which have been agreed between the Obligors and the Finance Parties;

contains confirmations in relation to the Security granted by the Borrowers pursuant to the Finance Documents (as defined in the Original Facilities Agreement) and contains certain confirmations in relation to the guarantees given by the Parent Guarantors; and

deals with related matters.

DEFINITIONS AND INTERPRETATION

Definitions

this Agreement;

the Facility Fee Letter; and

2022 AOI LLC Security Confirmation.

Terms defined in the Amended Facilities Agreement

Construction

Continuing obligations

except as amended or varied by this Agreement, the Original Facilities Agreement and all the other Finance Documents (as defined in the Original Facilities Agreement) shall remain in full force and effect;

the Original Facilities Agreement shall be read and construed as one document with this Agreement; and

nothing in this Agreement shall constitute or be construed as a waiver or release of any right or remedy of the Finance Parties under the Finance Documents (each as defined in the Original Facilities Agreement), nor otherwise prejudice any right or remedy of a Finance Party under the Original Facilities Agreement or any other Finance Document (as defined in the Original Facilities Agreement).

CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT

Conditions precedent to Fourth Amendment Effective Date

Long-Stop Date

Conditions subsequent to Fourth Amendment Effective Date

AMENDMENT AND RESTATEMENT

Amendment and restatement

Further assurance

TREATMENT OF EXISTING COMMITMENTS AND LOANS

All Parties agree that the currently outstanding Loans are all set out in Part I (Existing Loans) of Schedule 1 (Existing Loans and Commitments) (the “Existing Loans”).

All Parties agree that, with effect from the Fourth Amendment Effective Date, the Commitments of each Lender under each Facility will be as set out in Part II (Commitments) of Schedule 1 (Existing Loans and Commitments).

CONFIRMATIONS

Security Interest confirmations

consents to the amendment and restatement of the Original Facilities Agreement effected by Clause 3 (Amendment and restatement); and

confirms to the Security Agent for the benefit of the Secured Parties that:

its obligations under, and the Security Interests granted by it in and pursuant to, the Original Transaction Security Documents are not discharged or (except as set out in Clause 5.1(b)(ii)) otherwise affected by those amendments or the other provisions of this Agreement and shall accordingly remain in full force and effect; and

the Secured Obligations, including for the purposes of the Transaction Security Documents (including the Original Transaction Security Documents), shall after the Fourth Amendment Effective Date continue in full force and extend to its obligations under the Amended Facilities Agreement and under any other Finance Documents, including the New Finance Documents to which it is a party.

Guarantee confirmation

consents to the amendment and restatement of the Original Facilities Agreement effected by Clause 3 (Amendment and restatement); and

confirms to the Security Agent for the benefit of the Secured Parties that:

its obligations as a Guarantor under clause 19 (Guarantee and indemnity) of the Original Facilities Agreement (the “Guaranteed Obligations”) are not discharged or (except as set out in Clause 5.2(b)(ii)) otherwise affected by those amendments or the other provisions of this Agreement and shall accordingly continue in full force and effect; and

the Guaranteed Obligations shall after the Fourth Amendment Effective Date continue in full force and extend to the obligations of each Obligor under the Amended Facilities Agreement and under any other Finance Documents, including the New Finance Documents.

FURTHER ASSURANCE

REPRESENTATIONS

RELATIONSHIP WITH OTHER FINANCE DOCUMENTS

Status

Continuing effect

Immediate Event of Default

RELEASE

MISCELLANEOUS

LAW AND JURISDICTION

Governing law

ARBITRATION

Arbitration

Formation of arbitral tribunal, seat and language of arbitration

The arbitral tribunal shall consist of three arbitrators. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator, and a third arbitrator (who shall act as Chairman) shall be appointed by the arbitrators nominated by the claimant(s) and respondent(s) or, in the absence of agreement on the third arbitrator within 10 days of the appointment of the second arbitrator, by the LCIA Court (as defined in the Rules).

The seat of arbitration shall be London, England.

The language of the arbitration shall be English.

Recourse to courts

Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

irrevocably appoints Alliance One International Services Limited of Building A, Riverside Way, Camberley, Surrey, GU15 3YL as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

agrees that failure by an agent for the service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Obligors’ Agent (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

Disbursement

Number

CAD00012022461

CAD00012022478

CAD00012022516

CAD00012022519

CAD00012022529

CAD00012022542

CAD00012022549

CAD00012022555

CAD00012022556

CAD00012022560

Total principal amount outstanding: USD 25,258,408.25

Alliance One Zambia

CAD00012021371

CAD00012022462

CAD00012022518

CAD00012022531

CAD00012022553

Total principal amount outstanding: USD 9,568,697.13

Name of Original Lender

Malawian Facility

Commitment

Tanzanian Facility

Commitment

Zambian Facility

Commitment

Eastern and Southern African Trade and Development Bank

Parent Guarantors, Alliance One Malawi and AOI LLC

A copy of a resolution of the board of directors of each Parent Guarantor, Alliance One Malawi and AOI LLC:

approving the terms of, and the transactions contemplated by, the New Finance Documents to which it is a party and resolving that it execute, deliver and perform the New Finance Documents to which it is a party;

authorising a specified person or persons to execute the New Finance Documents to which it is a party on its behalf; and

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the New Finance Documents to which it is a party.

A specimen of the signature of each person authorised by the resolution referred to in paragraph 1(a) above in relation to the New Finance Documents and related documents.

A certificate of each Parent Guarantor, Alliance One Malawi and AOI LLC (signed by a director or an authorised signatory) confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments applicable to that Parent Guarantor, Alliance One Malawi or AOI LLC (as applicable) would not cause any borrowing, guarantee, security or similar limit binding on that Parent Guarantor, Alliance One Malawi or AOI LLC (as applicable) to be exceeded.

A certificate of an authorised signatory of each Parent Guarantor, Alliance One Malawi and AOI LLC certifying that each document relating to it specified in schedule 2 (Conditions precedent to Amendment Agreement Effective Date) of the Fourth Amendment and Restatement Agreement remains correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.

Unless previously delivered, a certified copy of each Material Licence.

Finance Documents

this Agreement; and

the Facility Fee Letter.

Transaction Security Document

Legal opinions

A legal opinion of Mayer Brown International LLP, legal advisers to the Agent and Arranger as to English law substantially in the form distributed to the Original Lender prior to signing this Agreement.

A legal opinion of RITZ Attorneys at Law, legal advisers to the Agent and Arranger as to Malawian law substantially in the form distributed to the Original Lender prior to signing this Agreement.

A legal opinion of Robinson, Bradshaw and Hinson, P.A. legal advisers to the Obligors, addressed to the Agent, the Security Agent and the Original Lender, as to Virginian law, in the form distributed to the Original Lender prior to signing this Agreement.

A legal opinion of Robinson Bradshaw and Hinson, P.A. legal advisers to the Obligors, addressed to the Agent, Security Agent and the Original Lender, as to North Carolina law, in the form distributed to the Original Lender prior to signing this Agreement.

Product documentation and evidence

unless previously delivered, a certified copy of each Intermediate Sales Contract and each End Sales Contract (and Transportation Documents existing at that time in relation thereto) to which it is a party as at the Fourth Amendment Effective Date;

a schedule setting out its confirmed orders and business under negotiation as at the Fourth Amendment Effective Date;

a schedule setting out the estimated quantity in respect of:

shipments of green leaf tobacco to be delivered to it by its suppliers; and

shipments to be delivered to Buyers under the End Sales Contracts,

a pillar report and inventory statistics prepared in respect it.

Other documents and evidence

A copy of the Original Financial Statements of each Obligor.

The Group Structure Chart.

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Obligors’ Agent accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

Evidence that the fees, costs and expenses then due from the Obligors pursuant to Clause 14 (Fees), Clause 15.4 (Stamp taxes) and Clause 19 (Costs and expenses) of the Amended Facilities Agreement have been paid or will be paid by the Fourth Amendment Effective Date.

Tanzanian related issues

ALLIANCE ONE TOBACCO (MALAWI) LIMITED, ALLIANCE ONE TOBACCO (TANZANIA) LIMITED and ALLIANCE ONE ZAMBIA LIMITED as Borrowers

PYXUS INTERNATIONAL, INC.,

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK as Mandated Lead Arranger

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK as Original Lender

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK as Agent

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK as Security Agent

Definitions and interpretation

The Facilities

Seasonal Review

Purpose

Conditions of Utilisation

Utilisation

Repayment

Voluntary prepayment and cancellation

Mandatory prepayment and cancellation

Restrictions

Interest

Interest Periods

Changes to the Calculation of Interest

Fees

Tax Gross Up and Indemnities

Increased Costs

Other Indemnities

Mitigation by the Lenders

Costs and Expenses

Guarantee and Indemnity

Representations

Information Undertakings

Loan to Value Ratio

General Undertakings

Sales Contracts Undertakings

Accounts

Events of Default

Changes to the Lenders

Changes to the Obligors

Role of the Agent and the Arranger

The Security Agent

Conduct of Business by the Finance Parties

Sharing among the Finance Parties

Payment mechanics

Set-Off

Notices

Calculations and Certificates

Partial Invalidity

Remedies and Waivers

Amendments and Waivers

Confidentiality

Confidentiality of Funding Rates

Counterparts

Governing Law

Arbitration

Revised Commitments

Form of Utilisation Request

Form of Transfer Certificate

Form of Assignment Agreement

Loan to Value Ratio Certificate

Timetables

Original End Buyers

Material Licences

Disclosed Proceedings

Original Sales Contracts

PYXUS INTERNATIONAL, INC. (formerly known as Pyxus One, Inc.), a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2386250, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Parent”);

PYXUS PARENT, INC., a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2398341, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Pyxus Parent”);

PYXUS HOLDINGS, INC., a company incorporated and existing under the laws of Virginia, USA with the IRS employer identification number 85-2385176, and whose registered office is 8001 Aerial Center Parkway, Post Office Box 2009, Morrisville, NC 27560-2009, USA (“Pyxus Holdings” and, together with Parent and Pyxus Parent, the “Parent Guarantors”);

ALLIANCE ONE TOBACCO (MALAWI) LIMITED, a company incorporated and existing under the laws of the Republic of Malawi, with company number 1891 and whose postal address is P.O. Box 30522, Lilongwe 3, Malawi (“Alliance One Malawi”);

ALLIANCE ONE TOBACCO (TANZANIA) LIMITED, a company incorporated and existing under the laws of the United Republic of Tanzania, with company number 32885 and whose postal address is P.O. Box 1595, Kingolwira, Morogoro, United Republic of Tanzania (“Alliance One Tanzania”);

ALLIANCE ONE ZAMBIA LIMITED, a company incorporated and existing under the laws of the Republic of Zambia, with company number 40403 and whose registered address is Plot 4298 Buyatanshi Road, Industrial Area, Lusaka, Republic of Zambia and whose postal address is P.O. Box 30994, Lusaka, Zambia (“Alliance One Zambia” and, together with Alliance One Malawi and Alliance One Tanzania, the “Borrowers”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as mandated lead arranger (the “Arranger”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as original lender (the “Original Lender”);

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as agent of the other Finance Parties (the “Agent”); and

EASTERN AND SOUTHERN AFRICAN TRADE AND DEVELOPMENT BANK, a body corporate established by Charter pursuant to Chapter Nine of the Treaty for the Establishment of the Preferential Trade Area for Eastern and Southern African States and having an office at 197 Lenana Place, Lenana Road, Nairobi, Kenya as security trustee for the Secured Parties (the “Security Agent”).

Pursuant to various offer letters, facility letters, facility renewal letters, the Master Renewal Facility Agreement (as defined below), various amendment agreements and various amendment and restatement agreements, the Original Lender has advanced various facilities to the Borrowers over many years.

Pursuant to the Fourth Amendment and Restatement Agreement, the Parties have agreed that, following the Fourth Amendment Effective Date, all outstanding loans will be governed by the terms of this Agreement, which will supersede the terms of any previous offer letter, facility letter or facility renewal letter, the terms of the original Master Renewal Facility Agreement, the terms of any previous amendment agreement and the terms of any previous amendment and restatement agreement.

The Original Lender has agreed to make available to the Borrowers the Commitments set out in Schedule 1 (Revised Commitments) on the terms of this Agreement as amended and restated by the Fourth Amendment and Restatement Agreement.

DEFINITIONS AND INTERPRETATION

Definitions

with respect to the Parent Guarantors, generally accepted accounting principles in the United States; and

with respect to the Borrowers, IFRS.

AOI LLC 2020 Collection Account Security Agreement;

AOI LLC 2020 Receivables Assignment Agreement;

the Collection Account Control Agreement;

the 2021 Amendment Agreement to the AOI LLC 2020 Collection Account Security Agreement.

the 2021 Amendment Agreement to the AOI LLC 2020 Receivables Assignment Agreement;

the 2021 Amendment Agreement to the Collection Account Control Agreement;

the 2021 AOI LLC Security Confirmation;

the 2022 AOI LLC Security Confirmation; and

the Q2 2022 Amendment Agreement.

its participation in any outstanding Loans under that Facility; and

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

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

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

confirmed orders and business under negotiation;

shipping schedules for each crop season;

sample shipping documents; and

pillar reports and inventory statistics.

the Parent ceases directly or indirectly to control Pyxus Parent;

Pyxus Parent ceases directly or indirectly to control Pyxus Holdings; or

Pyxus Holdings ceases directly or indirectly to control any Borrower.

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of that person;

appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or

give directions with respect to the operating and financial policies of that person with which the directors or other equivalent officers of that person are obliged to comply; or

the holding beneficially of 99.99 per cent. of the issued share capital of that person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

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 41.1 (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

any Funding Rate.

which has failed to make its participation in a Loan available (or has notified the Agent or the Obligor’s Agent (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 6.4 (Lenders’ participation), unless:

its failure to pay is caused by:

an administrative or technical error; or

a Disruption Event, and

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

which has otherwise rescinded or repudiated a Finance Document; or

with respect to which any insolvency or similar proceeding has occurred and is continuing.

such invoice or written payment instruction provides for all amounts payable to AOI LLC thereunder to be paid to the Discounting Bank; or

any Discounting Invoice Receivables arising under such invoice or written payment instruction have been disposed of by AOI LLC to the Discounting Bank by way of a Permitted Receivables Disposal.

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

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,

in relation to any Intermediate Sales Contract:

the counterparty to that contract is an Intermediate Buyer;

it provides for all amounts payable to the Borrower that is the seller under that Intermediate Sales Contract to be:

paid in USD;

paid directly to that Borrower’s Local Account;

paid upon demand by the relevant Borrower; and

made without any withholding, counterclaim, deduction or set-off whatsoever (save to the extent expressly permitted under the terms of that contract as specifically approved by the Agent);

it complies with any payment or other conditions that were imposed by the Agent when confirming the designation of the counterparty to that contract as an Intermediate Buyer (if any);

it is capable of being freely assigned by the relevant Borrower (as seller) without any further consent of the relevant counterparty;

it is expressed to be governed by English law, Swiss law, a Relevant Jurisdiction of the relevant Borrower or the law of another jurisdiction acceptable to the Agent; and

it provides for disputes to be submitted to arbitration in or to the courts of a jurisdiction acceptable to the Agent;

in relation to any End Sales Contract (including any End Sales Contract made by way of purchase order):

the counterparty to that contract is an End Buyer;

it (or the invoices or other applicable written payment instructions issued thereunder) provide(s) for all amounts payable to the relevant Borrower or AOI LLC (as seller) which the relevant Borrower has designated, or intends to designate, as “LTV Receivables” to be:

paid in USD;

in the case of amounts payable to AOI LLC, paid directly to the Collection Account maintained in the relevant Borrower’s name;

in the case of amounts payable to a Borrower, paid directly to the Collection Account maintained in that Borrower’s name or (in the case of Local Sales Contracts only) paid directly to that Borrower’s Local Account; and

paid within no more than 180 days from the date of delivery;

other than in respect of the terms of any Discounting Invoice issued thereunder, it complies with any payment or other conditions that were imposed by the Agent when confirming the designation of the counterparty to that contract as an End Buyer (if any);

other than in respect of any Discounting Invoice Receivables arising thereunder, the Borrower or AOI LLC is beneficially entitled to the receivables arising thereunder which relate to any Product;

other than in respect of any Discounting Invoice Receivables arising thereunder, the receivables arising thereunder which relate to any Product are capable of being freely assigned by the relevant Borrower or AOI LLC (as seller) without any further consent of the relevant counterparty or, where such consent is required, this has been or will be obtained and presented to the Security Agent prior to such contract becoming subject to the Transaction Security constituted by the relevant Receivables Assignment Agreement.

each of the persons listed as such in Schedule 7 (Original End Buyers) (an “Original End Buyer”);

(without prejudice to Clause 25.11 (Local Sales Contracts)) any Subsidiary of the Parent (other than an Obligor or AOI LLC) that purchases Product from a Borrower or AOI LLC; and

any other person which has become an End Buyer in accordance with Clause 25.9 (Additional End Buyers and Additional End Sales Contracts),

the sales contracts listed in Part I (Original End Sales Contracts) of Schedule 10 (Original Sales Contracts) (each, an “Original End Sales Contract”); and

any other contract for the sale and delivery of Products between a Borrower or AOI LLC as seller and an End Buyer as buyer that has become an End Sales Contract in accordance with Clause 25.9 (Additional End Buyers and Additional End Sales Contracts) (each, an “Additional End Sales Contract”),

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

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

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

the pollution or protection of the Environment;

the conditions of the workplace; or

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

production of or trade in military weapons and ammunitions;

production of or trade in any product or activity deemed or legislated as illegal under the host country regulations or international conventions and agreements including but not limited to ozone depleting substances, asbestos and certain pesticides, herbicides and chemicals;

performing any trade, business or other activities in areas gazetted by host countries through national or international legislation and deemed to have a high biodiversity and/or any other activities that lead to substantial destruction of the environment;

production or use of or trade in hazardous materials such as radioactive materials;

trade in wildlife or wildlife products regulated under the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”);

production or trade in chemicals, pesticides/herbicides subject to international phase-outs or bans;

production of or trade in pharmaceuticals subject to international phase-outs or bans;

forced labour or child labour;

gambling, casinos and equivalent enterprises; and

unsustainable fishing methods (including drift net fishing in the marine environment using nets in excess of 2.5 km in length).

in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement; or

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

the fee letter dated 24 June 2021 entered into by the Parent and the Agent;

the fee letter dated on or about the date of the Fourth Amendment and Restatement Agreement entered into by the Parent and the Agent; and

any other fee letter which may be entered into between the Parent and the Agent from time to time.

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

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 Finance Leases;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under the Accounting Principles);

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, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition or (ii) any liabilities of any member of the Group relating to any post-retirement benefit scheme;

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under the Accounting Principles;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

the sales contracts delivered by the Borrowers listed in Part II (Original Intermediate Sales Contracts) of Schedule 10 (Original Sales Contracts) (each, an “Original Intermediate Sales Contract”); and

any other contract for the sale and delivery of Products between a Borrower as seller and an Intermediate Buyer as buyer that is designated as an “Intermediate Sales Contract” by the relevant Borrower and the Agent (each, an “Additional Intermediate Sales Contract”).

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

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

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

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 28 (Changes to the Lenders),

in relation to a specified Facility or Facilities, a Lender or Lenders whose Commitments aggregate at least 51 per cent. of the aggregate Commitments under that Facility or Facilities (or, if the Commitments under the Facility or Facilities have been reduced to zero, aggregated at least 51 per cent. of such Commitments immediately prior to that reduction); or

otherwise, a Lender or Lenders whose Commitments aggregate at least 51 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 51 per cent. of the Total Commitments immediately prior to that reduction).

prior to the date of the Replacement Malawian Collateral Management Agreement only, the collateral management agreement dated 26 August 2020 between the Security Agent, Alliance One Malawi and Vallis Group Limited, relating to tobacco stocks located in Malawi;

from (and including) the date of the Replacement Malawian Collateral Management Agreement onwards, the Replacement Malawian Collateral Management Agreement;

the collateral management agreement dated 19 February 2021 entered into between the Security Agent, Alliance One Malawi and C. Steinweg Bridge Proprietary Limited, relating to tobacco stocks located in South Africa; and

the collateral management agreement dated 13 August 2021 entered into between the Security Agent, Alliance One Malawi and Transcom Sharaf Logistica Limitada relating to tobacco stocks located in Mozambique,

prior to the date of the Replacement Malawian Collateral Management Agreement only, Vallis Group Limited, with respect to tobacco stocks located in Malawi;

from (and including) the date of the Replacement Malawian Collateral Management Agreement onwards, Transcom Sharaf Limited, with respect to tobacco stocks located in Malawi;

C Steinweg Bridge Proprietary Limited, with respect to tobacco stocks located in South Africa; and

Transcom Sharaf Logistica Limitada, with respect to tobacco stocks located in Mozambique,

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

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

the Malawian 2020 Security Agreement;

the Alliance One Malawi Tripartite Pledge Agreement; and

the Alliance One Malawi Pledge Over Inventory.

subject to paragraph (b):

in relation to any Existing Loan, 6.00 per cent. per annum; and

in relation to any New Loan, 5.50 per cent. per annum; or

in respect of any Loans owed under a particular Facility to a Margin Change Lender, such other percentage per annum determined in accordance with Clause 3 (Seasonal Review).

the business (including the production and export capacity), operations, property or financial condition of AOI LLC, any Borrower, the Borrowers taken as a whole or the Relevant Group taken as a whole; or

the ability of an Obligor or AOI LLC to perform its obligations under the Transaction Documents; or

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

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

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

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

in relation to each Borrower, its audited consolidated financial statements for the Financial Year ended 31 March 2021; and

in relation to Parent, its audited consolidated financial statements for the Financial Year ended 31 March 2021.

each Original End Sales Contract (which has the meaning given to that term in paragraph (a) of the definition of “End Sales Contract”); and

each Original Intermediate Sales Contract (which has the meaning given to that term in paragraph (a) of the definition of “Intermediate Sales Contract”).

of trading stock (including sales of inventory) or cash made by any Borrower in the ordinary course of trading of the disposing entity;

of assets (other than shares or businesses) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash, which is permitted only if the proceeds of the disposal are used immediately to purchase an asset to replace the asset the subject of the disposal or are deposited into a Collection Account);

of any Unproductive Fixed Asset; and

arising as a result of any Permitted Security.

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

arising under a Permitted Loan or a Permitted Guarantee or as permitted by Clause 24.20 (Treasury Transactions);

under Finance Leases of vehicles, plant, equipment or computers entered into by a Borrower, provided that the aggregate capital value of all such items so leased under outstanding leases by the Borrowers does not exceed USD 1,000,000 (or its equivalent in other currencies) at any time; and

not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed USD 7,500,000 (or its equivalent) in aggregate between the Borrowers at any time.

the endorsement of negotiable instruments in the ordinary course of trade; or

the guarantee provided by Alliance One Malawi arising under the Standard Bank Facility Agreement, provided that the aggregate principal amount guaranteed does not exceed USD 40,000,000 (or its equivalent in other currencies) at any time;

the guarantees provided by Alliance One Malawi arising under the Seasonal Trade Finance Facility Agreement, provided that the aggregate principal amount guaranteed does not exceed USD 45,000,000 (or its equivalent in other currencies) at any time;

the guarantees provided by Alliance One Malawi for the benefit of its suppliers, provided that the aggregate principal amount guaranteed does not exceed USD 3,500,000 (or its equivalent in other currencies) at any time;

a guarantee provided by Alliance One Zambia for the benefit of its suppliers, provided that the aggregate principal amount guaranteed does not exceed USD 11,500,000; and

any guarantee permitted under Clause 24.17 (Financial Indebtedness).

any trade credit extended by any Borrower to its customers on normal commercial terms and in the ordinary course of its trading activities; and

a loan made by a Borrower to an employee or director of any member of the Group if the amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group does not exceed USD 500,000 (or its equivalent) at any time.

the aggregate proceeds of such disposal paid or to be paid to AOI LLC (after deducting any sales commission payable in respect of such Discounting Invoice Receivables in accordance with Clause 9.4 (Proceeds from Permitted Receivables Disposal)) are not less than 85 per cent. of the book value of such Discounting Invoice Receivables;

the proceeds of the disposal of such Discounting Invoice Receivables are immediately deposited into a Collection Account; and

details of the Discounting Invoice Receivables and related Discounting Invoice have been, or will be, disclosed to the Agent in the Loan to Value Ratio Certificate delivered to the Agent immediately following such disposal in accordance with paragraph (c) of Clause 22.11 (Loan to Value Ratio Certificate).

any lien arising by operation of law and in the ordinary course of trading of a Borrower and not as a result of any default or omission by any member of the Group;

any payment or close out netting or set-off arrangement pursuant to any Treasury Transaction or foreign exchange transaction entered into by a Borrower which constitutes Permitted Financial Indebtedness, excluding any Security or Quasi-Security under a credit support arrangement;

any Security or Quasi-Security over or affecting any asset acquired by a Borrower after the First Amendment Effective Date if:

the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by that Borrower;

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by that Borrower; and

the Security or Quasi-Security is removed or discharged within three months of the date of acquisition of such asset;

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

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal;

any Security or Quasi-Security arising as a consequence of any Finance Lease permitted pursuant to paragraph (c) of the definition of “Permitted Financial Indebtedness”; or

any Security granted over receivables and inventory of Alliance One Malawi financed by the Standard Bank Facility Agreement, other than any assets of Alliance One Malawi which are subject to Transaction Security.

its Original Jurisdiction;

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

any jurisdiction where it conducts its business; and

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

in relation to any Existing Loan, the date set out in part I (Existing Loans) of schedule 1 (Existing Loans and Commitments) of the Fourth Amendment and Restatement Agreement opposite the disbursement number of such Existing Loan in the column titled “Repayment Date”;

in relation to any New Loan, the date set out as such in the Utilisation Request for that Loan.

any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority;

any person operating, organized or resident in a Sanctioned Country;

any person owned or controlled by any such person or persons described in the foregoing paragraphs (a) or (b); or

any person otherwise the subject of any Sanctions.

the African Union;

the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State;

the United Nations Security Council;

the European Union;

any European Union member state;

Her Majesty’s Treasury of the United Kingdom; or

other relevant sanctions authorities.

holds a majority of the voting rights in that first person or has the right under the constitution of the first person to direct the overall policy of the first person or alter the terms of its constitution; or

is a member of that first person and has the right to appoint or remove a majority of its board of directors or equivalent administration, management or supervisory body; or

has the right to exercise a dominant influence (which must include the right to give directions with respect to operating and financial policies of the first person which its directors are obliged to comply with whether or not for its benefit) over the first person by virtue of provisions contained in the articles (or equivalent) of the first person or by virtue of a control contract which is in writing and is authorised by the articles (or equivalent) of the first person and is permitted by the law under which such first person is established; or

is a member of that first person and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the first person or the rights under its constitution to direct the overall policy of the first person or alter the terms of its constitution; or

has the power to exercise, or actually exercises dominant influence or control over the first person; or

together with the first person are managed on a unified basis,

the deed of amendment dated 22 July 2021 entered into by Alliance One Tanzania and the Security Agent relating to the Tanzanian 2020 Debenture (including the Tanzanian 2020 Receivables Assignment Agreement and Tanzanian 2020 Contractual Rights Assignment Agreement);

the deed of amendment dated 22 July 2021 entered into by Alliance One Tanzania and the Security Agent relating to the Tanzanian 2015 Debenture and Tanzanian 2015 Debenture Amendment Agreement; and

the deed of amendment dated 22 July 2021 entered into by Alliance One Tanzania and the Security Agent relating to the Tanzanian 2020 Account Security Agreement.

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

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

Tanzanian 2015 Debenture;

Tanzanian 2015 Debenture Amendment Agreement;

Tanzanian 2015 Receivables Assignment Agreement;

Tanzanian 2020 Account Security Agreement;

Tanzanian 2020 Contractual Rights Assignment Agreement;

Tanzanian 2020 Debenture;

Tanzanian 2020 Receivables Assignment Agreement; and

each Tanzanian 2021 Deed of Variation.

each Utilisation Date; and

the first day of each calendar month, starting with the calendar month commencing after the first Utilisation Date.

Philip Morris International Management, a corporation organised under the laws of Switzerland;

JT International SA, a corporation organised under the laws of Switzerland;

China Tobacco International Inc., a corporation organised under the laws of China;

Eastern Company S.A.E., a corporation organised under the laws of Egypt;

British American Tobacco (GLP) Ltd., a corporation organised under the laws of England;

PT. Sumatra Tobacco Trading Company, a corporation organised under the laws of Indonesia;

KT&G Corporation, a corporation organised under the laws of Korea;

Imperial Tobacco Polska S.A., a corporation organised under the laws of Poland;

Philip Morris USA, a corporation organised under the laws of the United States of America;

BMJ Industries FZ LLC;

Brasfumo del Paraguay S.A.;

International Masis Tabak LLC;

Scandinavian Tobacco Group Assens;

United Tobacco Company Spa;

Globe Leaf LLC;

European Tobacco Sigara ve;

Regie Libanaise Des Tabacs Et Tomba;

Tutun-CTC S.A.; and

Caspian Galaxy LLC,

the Malawian Security Documents;

the Tanzanian Security Documents;

the Zambian Security Documents; and

the AOI LLC Security Documents,

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

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

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

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

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

Zambian 2015 Receivables Assignment Agreement;

Zambian 2015 Receivables Assignment Agreement Deed of Variation;

Zambian June 2018 Receivables Assignment Agreement;

Zambian September 2018 Receivables Assignment Agreement;

Zambian 2018 Fixed and Floating Charge;

Zambian 2020 Account Security Agreement;

Zambian 2020 Contractual Rights Assignment Agreement; and

Zambian 2020 Receivables Assignment Agreement.

Construction

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

the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person 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 and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

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

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

a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

a “group of Lenders” includes all the Lenders;

“guarantee” means (other than in Clause 20 (Guarantee and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

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

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

a “regulation” includes any regulation, rule, official directive or legally binding request of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

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

a time of day is a reference to London time.

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

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

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

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

Currency symbols and definitions

Third party rights

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

Notwithstanding any term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

THE FACILITIES

The Facilities

to Alliance One Malawi, a revolving credit facility in an aggregate amount equal to the Total Malawi Facility Commitments;

to Alliance One Tanzania, a revolving credit facility in an aggregate amount equal to the Total Tanzanian Facility Commitments; and

to Alliance One Zambia, a revolving credit facility in an aggregate amount equal to the Total Zambian Facility Commitments.

Finance Parties’ rights and obligations

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

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.2(c). The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

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

Obligors’ Agent

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

the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being

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

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

SEASONAL REVIEW

If, in relation to any Facility, a Lender notifies the Agent during a Seasonal Review Period that:

it requires all of its Commitments under that Facility to be cancelled and all of the Loans owed to it under that Facility to be repaid on the Seasonal Review Effective Date relating to that Seasonal Review Period (any such Lender being an “Exiting Lender” and any such notice being an “Exiting Lender Notice”);

it requires part (but not all) of its Commitments under that Facility to be cancelled and/or part (but not all) of the Loans owed to it under that Facility to be repaid on the Seasonal Review Effective Date relating to that Seasonal Review Period (any such Lender being a “Decreasing Lender” and any such notice being a “Decreasing Lender Notice”);

it has agreed with the relevant Borrower that the Margin applicable to any Loans under that Facility should be increased or decreased to a specific percentage per annum following the Seasonal Review Effective Date relating to that Seasonal Review Period (any such Lender being a “Margin Change Lender” and any such notice being a “Margin Change Notice”); or

the Facility Fee applicable under that Facility (payable pursuant to Clause 14.1 (a “Facility Fee”)) should be increased or decreased to a specific percentage per annum following the Seasonal Review Effective Date relating to that Seasonal Review Period (any such Lender being a “Facility Fee Change Lender” and any such notice being a “Facility Fee Notice”),

Following the delivery of:

an Exiting Lender Notice by an Exiting Lender in relation to a Facility in accordance with paragraph (a) above, all of the Commitments of that Exiting Lender under that Facility will be cancelled, and the relevant Borrower must repay all of the Loans owed to that Lender, in each case on the relevant Seasonal Review Effective Date; or

a Decreasing Lender Notice by a Decreasing Lender in relation to a Facility in accordance with paragraph (a) above, the Commitments of that Decreasing Lender under that Facility that are requested to be cancelled in the Decreasing Lender Notice will be cancelled, and the relevant Borrower must repay the amount of the Loans owed to that Lender that are requested to be repaid in the Decreasing Lender Notice, in each case on the relevant Seasonal Review Effective Date.

Notwithstanding anything to the contrary in this Agreement, the Agent is entitled to apply any amount received from a Borrower pursuant to paragraph (b) above against amounts owed to the relevant Exiting Lender or Decreasing Lender (as the case may be) under the relevant Facility, rather than pro rata across all Lenders under the relevant Facility.

Following the cancellation of all of an Exiting Lender’s Commitments under a particular Facility in accordance with the above, it will no longer constitute a Lender under that Facility for the purpose of Clause 40 (Amendments and Waivers).

Following each Seasonal Review Effective Date, the Agent will notify each Lender of the overall Commitments, Available Commitments and the outstanding Loans under each Facility.

Following the delivery of a Margin Change Notice by a Margin Change Lender in accordance with paragraph (a) above, unless the relevant Borrower or Parent notifies the Agent to object to the proposed change to the Margin prior to the end of the relevant Seasonal Review Period, interest on the amount of any Loans owed to that Margin Change Lender under the relevant Facility will be calculated pursuant to Clause 11.1 (Calculation of interest) using the Margin as specified in the relevant Margin Change Notice from the relevant Seasonal Review Effective Date.

Following the delivery of a Facility Fee Notice by a Facility Fee Change Lender in accordance with paragraph (a) above, unless the relevant Borrower or Parent notifies the Agent to object to the proposed change to the relevant Facility Fee

Each Lender is entitled to deliver an Exiting Lender Notice, a Decreasing Lender Notice, a Margin Change Notice or a Facility Fee Notice in relation to any Facility and any Seasonal Review Effective Date in its absolute discretion.

There is no limitation on the number of Decreasing Lender Notices or Margin Change Notices that a Lender may deliver over the life of the Facilities.

A Lender may deliver both a Decreasing Lender Notice and a Margin Change Notice in relation to the same Facility and the same Seasonal Review Effective Date, but cannot deliver either a Decreasing Lender Notice or a Margin Change Notice in relation to a Facility and a Seasonal Review Effective Date if it has already delivered an Exiting Lender Notice in respect of that Facility and that Seasonal Review Effective Date (and vice versa).

Notwithstanding anything contained in this Clause, if a Borrower and the Parent agree with a Lender in writing to any Commitment amounts or pricing terms relating to a Facility following the end of a Seasonal Review Period but prior to the following Seasonal Review Effective Date, such terms will prevail with respect to that Facility from that Seasonal Review Effective Date.

PURPOSE

Purpose

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

Further conditions precedent

no Default is continuing or would result from the proposed Utilisation;

the Repeating Representations and the AOI LLC Repeating Representations are true in all material respects;

the Agent is satisfied that:

the relevant Borrower would be in compliance with Clause 23.2 (Loan to Value ratio); or

the relevant Borrower would be in compliance with Clause 23.2 (Loan to Value ratio) within fifteen (15) Business Days of the proposed Utilisation Date as a result of the Borrower prepaying Loans borrowed by it in accordance with Clause 9.4 (Proceeds from Permitted Receivables Disposal),

to the extent Products are to be financed by the Loan requested, the Agent has received all of the following documents and other evidence relating to such Products (including by way of documents and other evidence previously delivered), in form and substance satisfactory to it:

certified copies of any agreement, invoice, other written payment instruction or other document between the relevant Borrower and any Supplier requested by the Agent; and

a certified copy of each Sales Contract (and Transportation Documents existing at that time in relation thereto), if available;

indications of the identity of the potential End Buyers of the Products, if available; and

the Agent has received any other documents and other evidence as the Agent may request (in its discretion).

UTILISATION

Delivery of a Utilisation Request

Completion of a Utilisation Request

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

it identifies the Facility to be utilised (which is the Facility made available to that Borrower pursuant to Clause 2.1 (The Facilities));

it identifies what the proceeds of the Utilisation will be used for;

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

the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount); and

the proposed Repayment Date is a date that is:

no later than 360 days after the proposed Utilisation Date; and

on or earlier than the Termination Date.

Only one Loan may be requested in each Utilisation Request.

Currency and amount

The currency specified in a Utilisation Request delivered by a Borrower must be dollars.

The amount of the proposed Loan must be not more than the Available Facility and a minimum of USD 1,000,000 or, if less, the Available Facility.

A Borrower may request in a Utilisation Request that a Loan be disbursed in its Local Currency, provided that the Utilisation Request must still specify a dollar amount. The Lenders may consider any such request in their sole discretion, and a Loan will only be made available in that Borrower’s Local Currency if each Lender under the relevant Facility confirms to the Agent that it consents to such request by the Specified Time. No Lender is obliged to make its participation in a Loan available in a Local Currency.

If all Lenders under the relevant Facility agree to a request from a Borrower pursuant to Clause 6.3(c) by the Specified Time:

the Agent will calculate the amount of the Loan in the relevant Local Currency using the Spot Rate of Exchange on the date which is two Business Days before the Utilisation Date;

the Agent shall notify the relevant Borrower and each relevant Lender of the Local Currency amount of such Loan and the amount in the Local Currency of its participation in that Loan by the Specified Time;

if the conditions set out in this Agreement have been met, each Lender shall make its participation in the relevant Loan available in the relevant Local Currency by the Utilisation Date through its Facility Office;

notwithstanding that the Loan has been made available in a Local Currency, the Loan shall be deemed to be a dollar denominated Loan for all other purposes, the principal amount of which is the dollar amount referred to in the Utilisation Request for that Loan (or the principal amount in dollars outstanding for the time being of that Loan); and

the Borrower irrevocably acknowledges and agrees that it will be obliged to repay the relevant Loan in dollars.

If a Borrower requests in a Utilisation Request that a Loan under a Facility be made available in a Local Currency but not all of the Lenders under that Facility provide their consent to such request to the Agent by the Specified Time, no Loan will be made available as a result of such Utilisation Request.

Lenders’ participation

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

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

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

Cancellation of Commitment

REPAYMENT

VOLUNTARY PREPAYMENT AND CANCELLATION

Voluntary prepayment of Loans

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 Clause 15.2(c) (Tax gross-up); or

any Lender claims indemnification from the Obligors’ Agent (or a Borrower, as applicable) under Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased Costs),

On receipt of a notice of cancellation referred to in Clause 8.2(a), the Commitment(s) of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Obligors’ Agent has given notice of cancellation under Clause 8.2(a) (or, if earlier, the date specified by the Obligors’ Agent in that notice), each relevant Borrower shall repay that Lender’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.

Right of cancellation in relation to a Defaulting Lender

If any Lender (other than the Original Lender) becomes a Defaulting Lender, the Obligors’ Agent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 10 Business Days’ notice of cancellation of each Available Commitment of that Lender.

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

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

MANDATORY PREPAYMENT AND CANCELLATION

Illegality

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

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

each Borrower shall repay that Lender’s participation in the affected Loans made to it on the last day of the Interest Period for each such Loan occurring after the Agent has delivered such notice 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 affected Commitments shall be immediately cancelled in the amount of the participations repaid.

Change of Control

a Change of Control; or

the sale of all or substantially all of the assets of any Obligor whether in a single transaction or a series of related transactions,

that Obligor or the Obligors’ Agent shall promptly notify the Agent upon becoming aware of that event;

a Lender shall not be obliged to fund a Utilisation for a Borrower that is such Obligor (or for any Borrower if such Obligor is a Guarantor); and

if a Lender so requires and notifies the Agent within 10 days of an Obligor or the Obligors’ Agent notifying the Agent of the event, the Agent shall, by not less than 10 days’ notice to the relevant Borrower(s), cancel all or part of the Available Commitments of that Lender and declare the participation of that Lender in such Loans as requested by that Lender, together with accrued interest on such Loans, and (if that Lender has requested all Loans owed to it be repaid) all other amounts accrued under the Finance Documents to which it is entitled

Sale proceeds

Following the sale of any Product:

each Borrower shall prepay any Loans borrowed by it in an amount equal to any related sale proceeds received by that Borrower relating to the sale of such Product; and

each Borrower shall prepay (or shall procure that AOI LLC prepays) any Loans borrowed by such Borrower in an amount equal to any related sales proceeds received by AOI LLC relating to the sale of such Product,

A Borrower shall not be required to prepay any Loans with any sale proceeds it receives from AOI LLC pursuant to an Intermediate Sales Contract in accordance with paragraph (a)(i) above to the extent that corresponding sale proceeds received by AOI LLC pursuant to either:

the sale of Product under a related End Sales Contract; or

the disposal of Discounting Invoice Receivables under a related End Sales Contract,

Proceeds from Permitted Receivables Disposal

RESTRICTIONS

Notices of cancellation or prepayment

Interest and other amounts

Allocation of prepayments and cancellations

Reborrowing

Prepayment in accordance with Agreement

No reinstatement of Commitments

Agent’s receipt of notices

Cancellation

INTEREST

Calculation of interest

Margin; and

LIBOR.

Payment of interest

Default interest

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date:

interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably); and

any interest accruing under this Clause 11.3 shall be immediately payable by that Obligor on demand by the Agent.

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

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

the rate of interest applying to the overdue amount during that first Interest Period shall be two per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.

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

Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower (or the Obligors’ Agent) of the determination of a rate of interest under this Agreement.

The Agent shall promptly notify the relevant Borrower (or the Obligors’ Agent) of each Funding Rate relating to a Loan.

INTEREST PERIODS

Interest Periods

Each Loan will have a single Interest Period.

The Interest Period for a Loan will start on its Utilisation Date and end on its Repayment Date.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

USD; or

a 12 month period,

Market disruption

Cost of funds

If this Clause 13.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

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

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

Any alternative basis agreed pursuant to Clause 13.3(b) shall, with the prior consent of all the Lenders and the Obligors’ Agent, be binding on all Parties.

If this Clause 13.3 applies pursuant to Clause 13.2 (Market disruption) and:

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

a Lender does not supply a quotation by the time specified in Clause 13.3(a)(ii),

Notification to Obligors’ Agent

Break Costs

Each Borrower shall, within three Business Days of demand by a Lender, pay to that Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than 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 which they accrue.

FEES

Facility Fee

Utilisation Fee

Each Borrower shall pay to the Agent (for the account of each Lender pro rata) a non-refundable fee in dollars computed at the rate of 0.25 per cent of any Loan utilised by that Borrower (“Utilisation Fee”).

Each Utilisation Fee is payable on or prior to the Utilisation of the Loan to which it relates.

TAX GROSS UP AND INDEMNITIES

Definitions

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.

Each Obligor 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 Obligors’ Agent 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.

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

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment 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.

Tax indemnity

Each Obligor shall (within 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.

Clause 15.3(a) 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 15.2 (Tax gross-up).

A Protected Party making, or intending to make a claim under Clause 15.3(a) 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 Obligors’ Agent.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

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 Clause 15.5(b), 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

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

(where the VAT Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this Clause 15.5(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT 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 15.5 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

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.

INCREASED COSTS

Increased Costs

Subject to Clause 16.3 (Exceptions), each Obligor shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the First Amendment Effective Date.

In this Agreement “Increased Costs” means:

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,

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 Obligors’ Agent or a Borrower.

Any demand or claim made by a Finance Party pursuant to Clause 16.1 (Increased Costs) must be made within 270 days of such Finance Party becoming aware of the event giving rise to that claim.

Each Finance Party shall, as soon as practicable after a demand by the Agent (on its own behalf or following a request by the relevant Borrower), provide a certificate confirming the amount of its Increased Costs.

Exceptions

Clause 16.1 (Increased Costs) does not apply to the extent any Increased Cost is:

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

compensated for by Clause 15.3 (Tax indemnity) (or would have been compensated for under Clause 15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 15.3(b) (Tax indemnity) applied); or

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

In this Clause 16.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 15.1 (Definitions).

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; or

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

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

Each Obligor shall, within three Business Days of demand, indemnify the Arranger and each other Secured Party against any cost, loss or liability incurred by it as a result of:

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 33 (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 Obligors’ Agent.

Each Obligor shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the use of proceeds under a Facility or Transaction Security being taken over the Charged Property (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the use of proceeds under the Facility), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 17.2.

Indemnity to the Agent

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

investigating any event which it reasonably believes is a Default after sending notice to the relevant Borrower or the Obligors’ Agent on its belief that there 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; and

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.10 (Disruption to payment systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents.

Indemnity to the Security Agent