Exhibit 10.12


 





FAIRWAY AARPI Draft - 9 December 2014


Subject to the comments of PBB and Maître
Pichat




 


IN THE YEAR TWO THOUSAND AND FOURTEEN


 


ON 29 December 2014


 


At 72, avenue de Wagram, Paris (in the 8th
arrondissement)


 


Maître Etienne PICHAT, a partner
in the firm of notaries named “ALLEZ & SHAREHOLDERS, Société civile Professionnelle de Notaires”,
the holder of a notarial permit, which has its registered office at 5 rue Alfred de Vigny, Paris (in the 8th arrondissement),
the adviser of the Arranger identified more fully herein (referred to hereinafter as the Undersigned Notary);


 


With the participation of Maître Laurent
HOSANA, a Notary and member of the Société civile Professionnelle named, the holder of a Notarial Permit located
at (17eme arrondissement), 72 avenue de Wagram, the adviser of the Borrowers (referred to hereinafter as the
Participating Notary);


 


Has notarised this deed recording a:


 


FACILITY AGREEMENT 


 


AT THE REQUEST OF THE PARTIES BELOW:


 


	I – 	DEUTSCHE PFANDBRIEFBANK AG, a German company with share capital of 380,376,059.67 Euros, which has its registered office at Freisinger Strasse 5, UNTERSCHLEISSHEIM (85716) (Germany), where it is registered under number HRB 41054 in Trade Register B of the District Court of Munich, the French branch office of which is located at 11, rue Saint-Georges, Paris (75009) and is registered in the Trade and Companies Register of Paris under sole identification number 487 699 175 RCS Paris; 


 


Represented by Mr Alexis PERIBERE,
director, and Mrs Agnes DI NACERA, director, domiciled at the company’s registered office


 


DEUTSCHE PFANDBRIEFBANK AG, referred
to hereinafter as the Arranger or the Original Lender or a Lender or the Agent or the Security Agent;


 


The Original Lender and all
its successors or assigns under the Facility (as such term is defined hereinafter) shall hereinafter be referred to together as
the Lenders;


 




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IN THE FIRST
PART


 


AND:


 


	II –	Borrower I, a French property company (société civile) with share capital of EUR 1,000.00, which has its registered office at 12, rue de la Chaussée d’Antin, 75009, is identified in SIREN under number 808 542 633 and registered in the Trade and Companies Register of Paris;


 


Represented
by: Rafik Soussi


 


Borrower II, a French property
company (société civile) with share capital of EUR 1,000.00, which has its registered office at 12, rue de
la Chaussée d’Antin, 75009, is identified in SIREN under number 808 578 025 and registered in the Trade and Companies
Register of Paris.;


 


Represented
by: Rafik Soussi





 


Borrower III, a French property
company (société civile) with share capital of EUR 1,000.00, which has its registered office at 12, rue de
la Chaussée d’Antin, 75009, is identified in SIREN under number 808 635 155 and registered in the Trade and Companies
Register of Paris.;


 


Represented
by: Rafik Soussi


 


IN THE SECOND
PART


 


AND:


 


	III-	ARC GLOBAL II (HOLDING), a a non-trading partnership (société civile), which has its registered office at 12, rue de la Chaussée d’Antin, 75009, is identified in SIREN under number 808 542 542  and is registered in the Trade and Companies Register of Paris;


 


Represented
by: Rafik Soussi;


 


which shall hereinafter be referred
to as ARC GLOBAL II (HOLDING) or the Representative of the Borrowers or the Majority Shareholder, it being
specified that ARC GLOBAL II (HOLDING) is also acting in its capacity as surety for the Borrowers in accordance with the
terms of Clause 12.9 below.


 


ARC GLOBAL ORGANISME DE PLACEMENT
COLLECTIF IMMOBILIER, a French investment company specialising in property investment with variable share capital (société
professionnelle de placement à prépondérance immobilière à capital variable) (“SPPICAV”)
authorised by the Autorité des Marchés Financiers, in its capacity as a property investment fund (OPCI), under authorisation
number SPI 2014-00038 incorporated as a simplified joint stock company (société par actions simplifiée), the
registered office of which is at 13, avenue de l'Opéra, 75001 Paris, identified in SIREN under number 808 354 724 and registered
in the Trade and Companies Register of Paris.


 




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represented by its
Chairman and by a portfolio management company authorised by the AMF under authorisation number GP – 07000055 named SWISS
LIFE REIM (FRANCE), which has its registered office at 42 allée Turcat-Méry, 13008 Marseille, is identified in SIREN
under number 499 320 059 and is registered in the Trade and Companies Register of Marseille (the Management Company);



 


Referred to hereinafter as ARC
GLOBAL ORGANISME DE PLACEMENT COLLECTIF IMMOBILIER or the OPCI or the Minority Shareholder;


 


IN THE THIRD
PART


 


WHO have requested that the
Undersigned Notary notarise this facility agreement, the contents of which are as follows:


 


The companies referred to above shall hereinafter
be referred to individually as a Party or together as the Parties and shall be represented by the persons named above.


 




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For ease of reference, it is specified that
the contents of this deed are as follows:


 





	1.	DEfinitions	12
	 	 	 
	2.	THE FACILITY	38
	 	 	 
	3.	obligations of the parties	40
	 	 	 
	4.	Conditions Precedent	44
	 	 	 
	5.	Repayment of the facility	45
	 	 	 
	6.	Cancellation	54
	 	 	 
	7.	IntereSt	55
	 	 	 
	8.	FEES	59
	 	 	 
	9.	Bank accounts and allocation of revenues	60
	 	 	 
	10.	Payments	66
	 	 	 
	11.	Tax	67
	 	 	 
	12.	Security interests	73
	 	 	 
	13.	Representations and warranties	96
	 	 	 
	14.	covenantS	108
	 	 	 
	15.	acceleration	123
	 	 	 
	16.	New circumstances	127
	 	 	 
	17.	Benefit	130
	 	 	 
	18.	Notices	133
	 	 	 
	19.	Indemnification obligations	134
	 	 	 
	20.	Costs, expenditure and registration	135
	 	 	 
	21.	the AGENT And the lenderS	136
	 	 	 
	22.	PRO RATA redistributions	144
	 	 	 
	23.	Confidentiality	145
	 	 	 
	24.	appointment of the agent of the borrowers	149
	 	 	 
	25.	data protection Law	150
	 	 	 
	26.	MISCELLANEOUS Provisions	150
	 	 	 
	27.	governing LAW – JURISDICTION	152
	 	 	 
	28.	publication	152
	 	 	 
	29.	ISSUE OF NON-ASSIGNABLE ENFORCEABLE COPIES	152
	 	 	 
	30.	Schedules	152
	 	 	 
	31.	Powers	152
	 	 	 
	32.	statutory information	153




 







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WHEREAS:


 


		(A)	THE BORROWERS, THE SHAREHOLDERS AND THE INVESTOR1



 


On the date hereof 99% of the share
capital of each Borrower is held by the Majority Shareholder and 1% is held by the Minority Shareholder (the Majority Shareholder
and the Minority Shareholder shall hereinafter be referred to together as the Shareholders).


 


On the date hereof the share capital
of each Shareholder is directly held as follows:


 


		-	in the case of the Majority Shareholder, 99% is held by the OPCI and 1% is held by the Borrower
I;



 


		-	in the case of the Minority Shareholder, 100% is held by the ARC Global (Luxembourg) Holdings S.à.r.l
and indirectly by American Reality Capital Global II Trust Inc (Maryland) (the Investor).



 


		(B)	OWNERSHIP, DESCRIPTION, RENTAL SITUATION, MANAGEMENT AND VALUE OF THE PROPERTIES 



 


		1.	Acquisition of the Properties by the Borrowers



 


In accordance with the terms of
a deed of sale to be notarised on the date hereof by Maitre Laurent HOSANA, a Notary in Paris (the Bordeaux Acquisition Deed),
Borrower I intends to acquire from SCCV CANTELOUP, a French company specialising in the construction and sale of property (société
civile de construction vente) with share capital of €1,000.00, which has its registered office at rue du Moulin de la
Rousselière C.P. 4106, SAINT-HERBLAIN CEDEX (44821), is identified in SIREN under number 751 218 660 and is registered in
the Trade and Companies Register of NANTES (Vendor I), a property complex and property rights located in BEYCHAC-ET-CAILLAU
(GIRONDE) 33750 in a place known as Canteloup, comprising:


 


		-	two single-storey units used for storage purposes with loading bays, the total surface area of
which is approximately 12,522 m2;



		-	a one-storey unit used as offices and company premises, the total surface area of which is approximately
1,498m2; and



		-	170 outside parking spaces and a motorcycle shelter with approximately 40 parking spaces;



 


as identified more fully in Clause
12.1 (referred to hereinafter as the Bordeaux Property), at a pre-tax price excluding costs of SIXTEEN MILLION EIGHT HUNDRED
THOUSAND EUROS (€16,800,000) (the Bordeaux Pre-Tax Acquisition Price), and at a price including VAT of TWENTY MILLION
ONE HUNDRED AND SIXTY THOUSAND EUROS (€20,160,000) (the Bordeaux Post-Tax Acquisition Price).


 





 






 


1 Awaiting the definitive holding
structure for the Borrowers


 




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In accordance
with the terms of a deed of sale to be notarised on the date hereof by Maitre Laurent HOSANA, a Notary in Paris (the Marseille
Acquisition Deed), Borrower II intends to acquire from F PROJET, a French private limited company (société à
responsabilité limitée) with share capital of EUR 6,600, the registered office of which is in Perpignan (Pyrénées-Orientales),
at 53 rue Jean Giraudoux, identified in SIREN under number 750 872 343 and registered in the Trade and Companies Register of Perpignan
(Vendor II), a property complex and property rights located at located at 24 to 28 rue Jobin, quartier Belle de Mai, MARSEILLE
(3rd arrondissement), as identified more fully in Clause 12.1 (referred to hereinafter as the Marseille Property),
at a pre-tax price excluding costs of TEN MILLION SEVEN HUNDRED AND FIFTY-SIX THOUSAND THREE HUNDRED AND EIGHTY-FIVE EUROS (€10,950,000)
(the Marseille Pre-Tax Acquisition Price) and at a price including VAT of €13,140,000 (the Marseille Post-Tax Acquisition
Price).


 


Finally, in accordance
with the terms of a unilateralcall option dated 15 October 2014 (the Rueil Call Option), FONCIERE DE PARIS SIIC, a French
public limited company (société anonyme) with share capital of EUR 64,322,535, the registered office of which is
in Paris (7th arrondissement), at 43 rue Saint Dominique, identified in SIREN under number 331 250 472 and registered in the Trade
and Companies Register of Paris. (Vendor III), has undertaken to sell to Borrower III and Borrower III has undertaken to
acquire a property complex located at 246 to 250 route de l'Empereur, 13 avenue Otis Mygath, and 56 rue Henri Regnaud, Rueil Malmaison
(92500), as identified more fully in Clause 12.1 (referred to hereinafter as the Rueil Property, at a price of €66,000,000
(the Rueil Post-Tax Acquisition Price).


 


On the date hereof,
copies of the final versions of the Bordeaux Acquisition Deed and the Marseille Acquisition Deed, as well as a copy of the Rueil
Call Option, were provided by the Borrower to the Agent prior to signing.


 


(The Bordeaux Property, the Marseille
Property and, as the case may be, with effect from its acquisition by Borrower III, the Rueil Property, shall hereinafter be referred
to together as the Properties).


 


		2.	Rental situation of the Properties



 


In accordance with the lease report,
which is up-to-date on the date hereof, delivered to the Agent in accordance with Clause 4.


 


		(a)	the entire surface area of the Bordeaux Property, namely 14,143 m2, is currently leased to:



 


		(i)	Atac as lessee (with approximately 6,261 m2 to be used as storage space and 774m2 to
be used as offices) in accordance with the terms of a commercial lease of premises under construction entered into on 31 October
2013 (as amended by a rider dated 23 September 2014) for a fixed term of nine (9) years from its effective date (namely until 6
January 2023) for a quarterly rent (excluding taxes and charges) of €149,951 in 2014; and





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		(ii)	Auchan France as lessee (with approximately 6,261 m2 to be used as storage space and 847m2
to be used as offices) in accordance with the terms of a commercial lease of premises under construction entered into on 2 January
2014 for a fixed term of nine (9) years from its effective date (namely until 6 January 2023) for a quarterly rent (excluding taxes
and charges) of €151,507 in 2014;



 


		(b)	approximately 90% of the surface area of the Marseille Property, that is to say approximately 3,851m2,
is leased to Pole Emploi in accordance with the terms of a commercial lease entered into on 7 November 2011 for a fixed
term of nine (9) years for an annual rent (excluding taxes and charges) of €820,180 in 2014;



 


		(c)	the entire surface area of the Rueil Property, namely 24,668 m2, is currently leased to Sagemcom
as lessee in accordance with the terms of a commercial lease entered into on 1 February 2012 for a fixed term of nine (9) years
for an annual rent (excluding taxes and charges) of €4,921,371 in 2014.



 


		3.	Management and administration of the Properties



 


With effect from
the date hereof:


 


		(i)	the management of the Bordeaux Property and the Marseille Property (and, as the case may be, the
Rueil Property with effect from its acquisition by Borrower III) shall be undertaken by Moor Park Capital Partners LLP, an English
company, the registered office of which is at 25 Harley Street, London W1G 9BR, registration number OC 322290, in accordance with
the terms of an asset management agreement dated 29 December 2015, to which Borrower III shall accede on the date of the acquisition
of the Rueil Property;



 


		(ii)	the property management of the Properties shall be undertaken:



 


		–	in the case of the Bordeaux Property, by: (i) FONCIERE DE L'ATLANTIQUE with share capital of EUR
1,796,000, the registered office of which is in SAINT-HERBLAIN CEDEX (44821), at rue du Moulin de la Rousselière C.P. 4106,
identified in SIREN under number 481 575 850 and registered in the Trade and Companies Register of Nantes, in accordance with the
terms of a property management agreement dated December 2015; and (ii) Moor Park Capital Partners LLP, an English company, the
registered office of which is at 25 Harley Street, London W1G 9BR, registration number OC 322290 (as PM manager of the asset portfolio)



 


		–	in the case of the Marseille Property, by: (i) IMMO DE FRANCE PROVENCE with share capital of EUR
2,425,273, the registered office of which is at 180-182 avenue du Prado, 23008 Marseille, identified in SIREN under number 528
359 474 and registered in the Trade and Companies Register of Marseille under the terms of a property management agreement entered
into with Borrower II on 29 December 2014, and (ii) Moor Park Capital Partners LLP, an English company, the registered office of
which is at 25 Harley Street, London W1G 9BR, registration number OC 322290 (as PM manager of the asset portfolio)



 




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in the case of the Rueil Property, with effect
from its acquisition, by: (i) the company ACTEVA, with share capital of EUR 38,210, the registered office of which is at 36 rue
de l'ancienne mairie, 92100 Boulogne-Billancourt, identified in SIREN under number 513 524 900 and registered in the Trade and
Companies Register of NANTERRE, and the aforementioned Moor Park Capital Partners LLP and (C) subsequent to the Date of Amendment
N°1, where appropriate, all other service providers appointed in accordance with the provisions of Clause 14.1.3.5 (Management
of the Properties).





 


		4.	Market value of the Properties



 


According to
the report produced by DTZ dated 14 November 2014 (the Original Expert Report), an original of which was delivered to the
Agent on the date hereof:


 


		-	the market value of the Bordeaux Property is €15.150.000 (excluding costs and duties);



 


		-	the market value of the Marseille Property is €10.590.000 (excluding costs and duties); and



 


		-	the market value of the Rueil Property is à €66.490.000 (excluding costs and duties).



 


		(C)	THE FINANCING OF THE TRANSACTION



 


		1.	The equity contributions



 


In order to partially
finance the Bordeaux Post-Tax Acquisition Price and the costs and expenditure associated with the acquisition of the Bordeaux Property,
Borrower I has received an equity contribution in the amount of NINE MILLION SEVEN HUNDRED AND SEVENTY-TWO THOUSAND FOUR HUNDRED
AND TWELVE EURO (EUR 9,772,412) in the form of an intra-group loan granted by the Majority Shareholder2 to Borrower
I in accordance with the terms of a loan agreement dated 29 December 2014 between Borrower II and the Majority Shareholder.3


 


In order to partially
finance the Marseille Post-Tax Acquisition Price and the costs and expenditure associated with the acquisition of the Marseille
Property, Borrower II has received an equity contribution in the amount of FIVE MILLION SEVEN HUNDRED AND NINETY-EIGHT THOUSAND
NINE HUNDRED AND TWENTY-SIX EURO (EUR 5,798,926) in the form of a intra-group loan granted by the Majority Shareholder to Borrower
II in accordance with the terms of a loan agreement dated 29 December 2014 between Borrower II and the Majority Shareholder.


The two aforementioned loans, copies
of which have been provided to the Agent in accordance with Clause 4 shall hereinafter be referred to as the Original Subordinated
Loans.


 





 



 


2 To be confirmed.


3 As discussed, in order to that
the joint and several liability functions properly, the equity must be contributed by the Majority Shareholder/Representative of
the Borrowers to the Borrowers in the form of shareholder loans. Thus it will be necessary to have the subordinated loans granted
by ARC LLC pass through the Majority Shareholder.


 




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		2.	The Facility



 


In order to partially finance the
pre-tax acquisition price of the Properties and the VAT payable on the Bordeaux Pre-Tax Acquisition Price and the Marseille Pre-Tax
Acquisition Price, the Investor, acting on behalf of the Borrowers, has requested that the Original Lender grant to the Borrowers
a Facility in the maximum amount of FIFTY-FIVE MILLION SIX HUNDRED THOUSAND EUROS (€55,000,000) (referred to hereinafter as
the Facility), and the Original Lender has consented to do so, which Facility shall be broken down into two tranches:


 


		(a)	a tranche in the maximum amount of FIFTY MILLION EUROS (€50,000,000) (referred to hereinafter
as the Acquisition Tranche) to be allocated to each Borrower as follows:



 


		(i)	8,300,000 EUROS to Borrower I in a single drawdown on the date hereof, in accordance with the terms
and conditions of Clause 2.3, which amount shall be used to finance the Bordeaux Pre-Tax Acquisition Price;



 


		(ii)	5,800,000 EUROS to Borrower II in a single drawdown on the date hereof, in accordance with the
terms and conditions of Clause 2.3, which amount shall be used to finance the Marseille Pre-Tax Acquisition Price; and



 


		(iii)	35,900,000 EUROS to Borrower III in a single drawdown before the end of the Utilisation Period
days from the Signing Date, in accordance with the terms and conditions of Clause 2.4, which amount shall be used to finance the
Rueil Pre-Tax Acquisition Price;



 


		(b)	a tranche in the maximum amount of FIVE MILLION SIX HUNDRED THOUSAND EUROS (€5,600,000) (referred
to hereinafter as the VAT Tranche) to be allocated to Borrower I and Borrower II as follows:



 


		(i)	3,360,000 EUROS to Borrower I in a single drawdown on the date hereof, in accordance with the terms
and conditions of Clause 2.3, which amount shall be used to finance the VAT payable on the Bordeaux Post-Tax Acquisition Price;



 


		(ii)	2,190,000 EUROS to Borrower II in a single drawdown on the date hereof, in accordance with the
terms and conditions of Clause 2.3, which amount shall be used to finance the VAT payable on the Marseille Post-Tax Acquisition
Price.



 


As security for the obligations
of the Borrowers under the Facility, the Lenders shall be granted the security interests and guarantees listed in Clause 12 in
accordance with the conditions set out more fully in this Agreement.


 


The Lenders have made the security
interests and guarantees listed in Clause 12 a material and determinative condition of their participation in the Facility without
which none of the Borrowers would have obtained financing from the Lenders in accordance with the conditions of this Agreement.





 


It is moreover and to the extent
required specified that the Lenders have also made the obligations of each Borrower in the context of any Over-Amortisation (as
such term is defined hereinafter) and the joint and several liability and cross-default as between the Borrowers a material and
determinative condition of their participation in the Facility and the financial conditions applicable to such Facility, notwithstanding
the fact that Borrower III shall be released from any liability in this regard, in accordance with terms and conditions set out
more fully in the Agreement, should it not acquire the Rueil Property using funds made available under the Facility.


 




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THIS BEING THE CASE, the Parties have
agreed as follows, it being specified that the above recitals constitute an integral part of the agreement between the Parties.


 


		1.	DEfinitions



 


		1.1	Meaning of the definitions



 


The terms and expressions beginning with a
capital letter, irrespective of whether they are used in the singular or plural, shall for the purposes of the Agreement have the
meanings provided in the definitions below, unless the context imposes a different meaning.


 


Bordeaux Acquisition Deed shall have
the meaning given to such term in Paragraph (B)1 of the Recitals.


 


Marseille Acquisition Deed shall have
the meaning given to such term in Paragraph (B)1 of the Recitals.


 


Acquisition Deeds shall mean the Bordeaux
Acquisition Deed, the Marseille Acquisition Deed and, with effect from its execution by Borrower III and Vendor III, the acquisition
deed relating to the Rueil Property, which shall be entered into, as the case may be, pursuant to the Rueil Call Option.


 


Transfer Deed shall mean a deed substantially
in the form of Schedule 6 or in any other form agreed by the Agent, the transferring Lender and the New Lender.


 


Assets shall mean in relation to each
Borrower any asset, including inter alia the Property owned by it, the Revenues of the relevant Borrower, and any direct
or indirect rights of title or usufruct or economic or legal interest.


 


Property Managers shall mean the leading
service-providers authorised in accordance with the terms of the Property Management Agreements to perform the task of property
management appointed by each Borrower to ensure, inter alia, the invoicing of the Rents and the day-to-day management of
its Property and to disburse the Operating Expenditure associated with its Property, it being however specified that the tasks
of the Property Manager shall not in any circumstances involve the payment of the Rents into an account opened in its name. The
Property Managers are on the Signing Date Foncière de l’Atlantique, Immo de France et Moor Park Capital Partners LLP
and Acteva (as identified more fully in paragraph B.3. of the Recitals) and (ii) after the Acquisition Date, as the case may be,
any other service-providers appointed in accordance with the provisions of Clause 14.1.3.4 (Management of the Properties).4


 


Facility Office shall mean the office(s)
through which a Lender performs its obligations pursuant to the Agreement, the contact details of which such Lender notifies to
the Agent no later than the date on which it becomes a Lender or, after such date, subject to a notice period of at least five
(5) Business Days.


 





 



 


4 S&S wishes to include a distinction
between the Property Manager and the Local Property Manager insofar as the two entities have different tasks. It is not in our
opinion necessary to refer to this in the facility agreement (apart from in the recitals).


 




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Agent shall mean DEUTSCHE PFANDBRIEFBANK
AG, as identified in the list of parties to the Agreement, or any other credit institution that may succeed it in its capacity
as Agent in accordance with the provisions of Clause 21 (The Agent and the Lenders).


 


Security Agent shall mean DEUTSCHE PFANDBRIEFBANK
AG, as identified in the list of parties to the Agreement, or any other credit institution that may succeed it in its capacity
as Security Agent in accordance with the provisions of Clause 21 (The Agent and the Lenders).


 


Affiliate shall in relation to a company
mean: (i) all the entities owned or controlled directly or indirectly by such company (including, as the case may be, any branch
office); (ii) all the entities that own or control such company directly or indirectly, acting either alone or in concert; and
(iii) all the entities owned or controlled directly or indirectly by any one of the companies referred to under (ii) above, within
the meaning of Articles L.233-1 and L.233-3 of the French Commercial Code.


 


Schedule shall mean any schedule to
the Agreement and shall constitute an integral part hereof.


 


Clause shall mean any clause of the
Agreement.


 


Shareholders shall mean the Majority
Shareholder and the Minority Shareholder (as identified in the list of parties) in their capacity as the shareholders of the Borrowers.


 


Administrative Authorisation shall on
a given date mean any one of the administrative authorisations or declarations required, inter alia in terms of planning,
commercial planning, land use, the environment or health and safety, for the purposes of the construction, renovation and/or operation
of a Property in accordance with the applicable laws, regulations, local planning documents or similar documents, it being specified
that any requirement pertaining to an Administrative Authorisation in the Agreement shall be deemed to have been satisfied only
if the relevant Administrative Authorisation has not lapsed and has not been challenged and only if the period for making any application
for its withdrawal or filing any appeal has expired, whatever the form or nature of such application or appeal.


 


Drawdown Notice shall mean the notice
in the form annexed hereto as Schedule 2-B that must be served by Borrower III on the Agent in accordance with Clause 2.4
for the purposes of the Drawdown of the Borrower III Acquisition Sub-Tranche.


 


Hedging Bank shall mean JP Morgan5
(and its assigns) in its capacity as the counterparty pursuant to the Hedging Agreement.


 


Reference Banks shall mean Crédit
Agricole S.A., Société Générale, Natixis and Deutsche Bank acting through their headquarters or their
main establishment in France or any other leading credit institution appointed by the Agent after consultation with the Representative
of the Borrowers.


 





 



 


5 To be discussed. We have presumed
that JP Morgan will enter into a SWAP with each Borrower. Who shall be making the periodic payments and paying any settlement balances
pursuant to the SWAP to JPM: the Borrowers or the Investor?


 




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Leases shall mean all the leases, including
the commercial leases subject to Articles L. 145-1 to L. 145-51 of the French Commercial Code (and the non-codified provisions
of Decree No. 53-960 of 30 September 1953 that remain in force), and any other tenancy or rental agreements (including any casual
tenancy agreement or any short-term lease), which are or may be entered into by the Borrowers in their capacity as lessors with
the Tenants in their capacity as lessees relating to the Properties, and any other lease, tenancy or rental agreement relating
to the Properties that may supplement or replace any such lease, tenancy or rental agreement in accordance with the provisions
of the Agreement, and any riders to the aforementioned agreements, and Lease shall mean any one of them.


 


Dailly Assignment Slip shall have the
meaning given to such term in Clause 12.3 (Receivables Assignment).


 


Budget shall mean the provisional annual
budget drawn up by the Representative of the Borrowers on behalf of the Borrowers, delivered no later than 31 January in each year
until the Final Repayment Date, which shall contain, in respect of a given calendar year and for the first time on the Signing
Date, Borrower by Borrower and Property by Property, forecasts of Net Rental Revenues for the relevant year and, quarter by quarter,
recoverable costs, Operating Expenditure before forecast tax liabilities (including insurance premiums, the land tax, the remuneration
of the Property Managers and the Asset Manager), forecast Capital Expenditure and the means of financing such amounts; the Budget
shall be delivered to the Agent by the Representative of the Borrowers in accordance with the provisions of 14.2.1.3 (Budget).


 


Business Plan shall mean the document
drawn up by the Representative of the Borrowers on behalf of the Borrowers on the Signing Date and then updated within 10 Business
Days from the signature of any new Leases in the Properties, setting out for the term of the Facility, year by year, Borrower by
Borrower and Property by Property, forecasts of Net Rental Revenues determined on the basis of a strategy duly detailed by the
Borrowers, year by year, Operating Expenditure before forecast tax liabilities (including insurance premiums, land tax, the remuneration
of the Property Managers and the Asset Manager), forecast Capital Expenditure and the means of financing such amounts, delivered
to the Agent by the Representative of the Borrowers in accordance with the provisions of Clause 14.2.1.4 (Business Plan)
of the Agreement; the Business Plan produced on the Signing Date and provided to the Agent by the Representative of the Borrowers
is annexed hereto as Schedule 6.


 


General Acceleration Event shall have
the meaning given to such term in Clause 15.1.1 (General Acceleration Events).


 


Potential General Acceleration Event
shall have the meaning given to such term in Clause 15.1.1 (General Acceleration Events).


 


Property Acceleration Event shall have
the meaning given to such term in Clause 15.1.2. (Property Acceleration Events).


 


Potential Property Acceleration Event
shall have the meaning given to such term in Clause 15.1.2. (Property Acceleration Events).


 


Mandatory Partial Prepayment Event shall
mean any one of the events described in Clauses 5.2.1.1 to 5.2.1.5


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Representative of the Borrowers Surety
shall mean the surety for the obligations of the Borrowers pursuant to the Finance Documents given by the Representative of the
Borrowers to the Agent, the Security Agent and the Lenders, in accordance with the terms of Clause 12.9.


 


Calculation Certificate shall mean the
certificate containing calculations of the Financial Ratios to be produced by the Representative of the Borrowers in accordance
with the form of certificate annexed hereto as Schedule 4 and delivered to the Agent in accordance with the provisions of
Clause 14.2.1.2.


 


Receivables Assignment shall mean each
one of the assignments of business receivables as security for the Facility that may be granted by the Borrowers to the Lenders
in accordance with the conditions of Clause 12.3 (Receivables Assignment).


 


Permitted Sale shall mean the direct
or indirect sale of one or more Properties (including, in the case of those Borrowers incorporated as property investment companies,
in the event of a direct or indirect sale of the shares comprising the share capital of any one of the Borrowers), subject to:


 


		(a)	the prior written consent of the Agent acting on behalf of the
Lenders; or



 


		(b)	the satisfaction of the following conditions:



 


		(i)	the Agent of the Borrower has evidenced in a manner satisfactory
to the Agent that the planned sale will not result in non-compliance with the Portfolio ICR Ratio and/or the Portfolio LTV
Ratio (or, if the Portfolio ICR Ratio or the Portfolio LTV Ratio is not complied with on the date of the relevant sale, that
the allocation of all or part of the proceeds of such sale such sale to repay the Outstanding Amount of the Facility will
make it possible to remedy such non-compliance); 



 


		(ii)	the Net Sale Proceeds to be received by the relevant Borrower
or the Shareholders, as the case may be, amount to more than one hundred and twenty per cent (120%) of the Outstanding Amount of
the Allocated Acquisition Share of the relevant Borrower; 



 


		(iii)	the sale involves an entire Property or all the shares comprising
the share capital of a Borrower; and



 


		(iv)	on the date of the relevant sale no General Acceleration Event
and/or Potential General Acceleration Event is continuing.



 


Change of Control shall mean at any
time over the term of the Facility any change to the structure of shareholdings in the Borrowers that results in: (i) the Shareholders
no longer holding collectively and directly 100% of the share capital of and voting rights in all the Borrowers; or (ii) the OPCI
no longer holding indirectly one hundred per cent (100 %) of the share capital of and voting rights in all the Borrowers; or (iii)
a person acting alone or in concert with others acquiring more than fifty per cent (50%) of the share capital of and/or voting
rights in the Investor.6


 


US Internal Revenue Code shall mean
the US Internal Revenue Code of 1986.


 





 



 


6 Change of Control clause provided
by S&S – under review. To be discussed by Moor Park and PBB.


 




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Auditor shall mean any accounting firm
of good reputation appointed by the Borrowers, as the case may be, when such appointment is legally required.7


 


Prepayment Fee shall have the meaning
given to such term in Clause 5.3 (Voluntary prepayment).


 


Pooling Account shall mean the bank
account opened in the name of the Representative of the Borrowers with the Accounts Bank, the details of which are set out below:


	Bank	 	Office	 	Account	 	Account

Information
	30003	 	03175	 	00020368087	 	64


 


Operating Account shall in relation
to each Borrower mean the bank account opened in the name of such Borrower with the Accounts Bank, the details of which are set
out below:


 


	Account Holder(s)	 	Bank	 	Office	 	Account	 	Account

Information
	Borrower I	 	(i)        30003	 	(ii)        03175	 	00020367428	 	04
	Borrower II	 	30003	 	03175	 	00020367410	 	58
	Borrower III	 	30003	 	03175	 	00020367402	 	82


 


Agent Account shall mean the account
opened in the name of the Agent on behalf of the Lenders with Deutsche Pfandbriefbank, Freisinger Str. 5, 85716 Unterschleißheim,
Germany, the details of which are IBAN:DE97700105005500000280; BIC: REBMDEMMXXX.Bank REBMDEMMXXX.


 


Financial Ratios Cash Pledge Account
shall mean the account opened in the name of the Agent on behalf of the Lenders, the details of which will be forwarded as soon
as possible to the Representative of the Borrowers, when collateral has to be established pursuant to the provisions of Article
12.8 


  


Property Management Agreements shall
mean: (i) on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower
III) 8 the agreements entered into by each Borrower with the relevant Property Manager referred to in Paragraph (B) 3
of the Recitals; and (ii) thereafter any new property management agreement entered into with a Property Manager in accordance with
the provisions of Clause 14.1.3.4 (Management of the Properties).


 


Asset Management Agreement shall mean
the agreement entered into by Borrower I, Borrower II and the Asset Manager referred to in Paragraph (B) 3 of the Recitals,
to which Borrower III shall accede no later than the Rueil Acquisition Date; and (ii) thereafter any new asset management agreement
entered into with an Asset Manager in accordance with the provisions of Clause 14.1.3.4 (Management of the Properties).


 





 






 


7 To be confirmed.


8 To be confirmed.


 




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Agreement shall mean this Agreement,
its schedules, its recitals, the separate letters and documents referred to herein and any riders hereto, with all the above constituting
an integral part hereof and having contractual force.


 


Hedging Agreement9 shall
mean the contractual documentation entered into by the Representative of the Borrowers, on behalf of the Borrowers/each Borrower
and the Hedging Bank in relation to the interest payable on the Acquisition Tranche, involving on the Signing Date (as far as the
Allocated Acquisition Shares of Borrower I and Borrower II are concerned) or on the Rueil Acquisition Date (as far as the Allocated
Acquisition Share of Borrower III is concerned) the entry into a SWAP with the Hedging Bank, hedging, until the Final Repayment
Date and in a notional amount corresponding to 100% of the forecast Outstanding Amount of the Acquisition Tranche, a maximum Reference
Rate (excluding the Applicable Margin) of one point fifty per cent (1.50%) until the Final Repayment Date, it being specified that
the Hedging Agreement: (i) shall not be secured by any Security Interest or guarantee; and (ii) shall expressly record the consent
of the counterparty to the assignment by way of security to the Lenders of all the claims of the Borrowers under such Hedging Agreement
pursuant to the relevant Receivables Assignment.10


 


Subordination Agreement shall mean the
subordination agreement entered into on the Signing Date by inter alia the Representative of the Borrowers, the Borrowers,
the Shareholders, the OPCI, the Agent, the Security Agent and the Lenders, as subsequently amended or supplemented.


 


Break Costs shall mean, as the case
may be, in the event of a repayment on a date that is not an Interest Payment Date, the difference, only if such difference is
positive, between:


 


		(a)	the amount of interest that a Lender ought to have received for the period beginning on the date
of receipt by the relevant Lender of its participation in the repaid amount and ending on the Interest Payment Date following the
relevant repayment date; and



 


		(b)	the sum that such Lender could have received by placing an amount equal to its participation in
the amount of the principal repaid on deposit with a leading lender on the interbank market for a period beginning on the Business
Day following the date of receipt of the repayment and ending on the Interest Payment Date of the aforementioned Interest Period.



 


Mandatory Costs shall mean any costs
borne, as the case may be, by one or more Lenders on account of their being subject to any regulations (other than tax regulations)
under the Facility in terms of mandatory reserves imposed by the European Central Bank or any other competent monetary authority.


 


Assigned Receivables shall mean the
receivables corresponding to the Revenues of each Borrower that are assigned to the Lenders in accordance with the terms and conditions
of Clause 12.3 (Receivables Assignments).


 





 



 


9 Please provide LEI number for
each Borrower.


10 To be discussed.


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Rueil Acquisition Date shall mean the
date on which Borrower III signs the Acquisition Deed for the Rueil Property and acquires full title thereto, it being to the extent
required specified that such date may not fall any later than 30 January 2015, namely the last day of the Drawdown Period for the
Rueil Sub-Tranche.


 


FATCA Application Date shall mean:


 


		(a)	in relation to any witholdable payment, as referred to in section 1473(1)(A)(i) of the US Internal
Revenue Code (which refers to interest payments and certain other payments originating in the US), 1 July 2014;



 


		(b)	in relation to any witholdable payment, as referred to in section 1473(1)(A)(ii) of the US Internal
Revenue Code (which refers to gross proceeds from the sale of an asset capable of generating interest originating in the US), 1
January 2017; or



 


		(c)	in relation to any “passthru payment”, as referred to in section 1471(d)(7)
of the US Internal Revenue Code which is not covered by either paragraph (a) or (b) above, 1 January 2017; or



 


in each case, any other date with effect from
which any such payment could be subject to a FATCA deduction or withholding following an amendment of the FATCA rules that postdates
this Agreement.


 


Final Repayment Date shall mean the
date on which the entirety of the Outstanding Amount of the Facility must be repaid to the Lenders, in accordance with the provisions
of Clause 5.1 (Scheduled repayment).


 


Acquisition Tranche Final Repayment Date
shall mean the date on which the entirety of the Outstanding Amount of the Acquisition Tranche must be repaid to the Lenders, namely
29 December 2019.


 


Calculation Date shall mean any date
on which the Financial Ratios are calculated, namely each Interest Payment Date/ 31 March, 30 June, 30 September and 31 December
in each year and any other date determined in accordance with the terms of this Agreement, or if any one of such dates is
not a Business Day, the Calculation Date shall be the preceding Business Day.


 


Interest Payment Date shall mean any
date on which each Borrower is required pay the interest and fees payable to the Lenders on its Allocated Share of the Facility,
namely 15 January, 15 April, 15 July and 15 October in each year, or if any one of such dates is not a Business Day, the date determined
in accordance with the provisions of Clause 10.2 (Non-Business Day), as well as the Final Repayment Date, it being specified
that the first Interest Payment Date shall be 15 April 2015.


 


Signing Date shall mean 29 December
2014.


 


Assigned Debtors shall mean the debtors
who owe the Assigned Receivables to each one of the Borrowers in accordance with the conditions of Clause 12.3 (Receivables
Assignments), and “Assigned Debtor” shall mean any one of them.


 


Decision of the Lenders shall mean a
decision requiring the consent of the Majority Lenders, it being however specified that decisions relating to the matters below
shall require the unanimous consent of the Lenders:


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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		(a)	any increase in the financial commitment of a Lender under the Facility;



 


		(b)	any reduction of the Applicable Margin under the Facility;



 


		(c)	any change to the Reference Rate under the Facility;



 


		(d)	any change to the currency in which any sum owed to any one of the Lenders under the Facility is
payable;



 


		(e)	the release of the Security Interests (save for any contractually stipulated release);



 


		(f)	any amendment of the defined terms “Decision of the Lenders”, “Majority Lenders”,
“Change of Control” and “Permitted Sale”;



 


		(g)	the majority rule applicable to a decision or amendment, when it is stipulated that such decision
or amendment must be adopted pursuant to unanimous instructions from the Lenders;



 


		(h)	any extension of the term of the Facility;



 


		(i)	any decision affecting the method of calculating the Financial Ratios;



 


		(j)	any modification of the notional amount or term of the Hedging Agreements; and



 


		(k)	any amendment of a clause seeking to reduce or defer any payment or repayment under the Facility
or, more generally, to amend the terms and conditions governing any payment or repayment, excluding any reduction resulting from
the application of the provisions of the Agreement that does not require a Decision of the Lenders, insofar as the necessary conditions
are satisfied, and the waiver of any Potential General Acceleration Event, Potential Property Acceleration Event, General Acceleration
Event or Property Acceleration Event.



 


Insurance Delegations shall mean the
statutory insurance delegations to be granted to the Lenders pursuant to Clause 12.4 (Insurance Delegations) by the Borrowers,
and “Insurance Delegation” shall mean any one of them.


 


Capital Expenditure shall mean any expenditure
associated with renovation or improvement works on a Property (other than recurrent expenditure associated with the maintenance,
repairs and replacement incumbent upon the relevant Borrower pursuant to the Leases relating to the Property belonging to it),
and the expenditure associated with the completion of works undertaken to ensure compliance with standards, fitting-out works carried
out with a view to entering into leases (including those carried out in order to extend the term of or to renew Leases) or
the re-leasing of vacant premises within a Property, which shall in all cases be payable by the Borrowers.


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Operating Expenditure shall in relation
to each Borrower mean any expenditure associated with the management, maintenance, operation, running and repair of the Property
owned by it, the management, administration and running of the relevant Borrower (excluding the charges, costs, works and taxes
paid and paid for directly by the Tenants pursuant to the Leases, Capital Expenditure, any payments and repayments in connection
with the Facility and any payment to the Subordinated Creditors (as such term is defined in the Subordination Agreement)). Thus
the following shall in particular constitute Operating Expenditure, to the extent that such amounts are not paid directly by the
Tenants (or allocated to the relevant Tenants): taxes (including VAT, the land tax and the office tax and the regional economic
contribution, but excluding corporation tax, registration duties, supplementary duties and penalties), the costs and fees associated
with Expert Reports, the remuneration of the Asset Manager and the Property Managers, the overheads and management and accounting
costs of the relevant Borrower, insurance premiums, recurring maintenance, repair and replacement costs payable by the Borrower
in accordance with the terms of the relevant Lease and any charges, costs and Taxes that may or may not be reinvoiced to the Tenants
pursuant to the Leases and are advanced by the relevant Borrower in its capacity as leaseholder.


 


Shareholder Distribution shall together
mean:


 


		(i)	any distribution, whether optional or mandatory (in the case of the Minority Shareholder pursuant
to the provisions of Article 208 C of the French General Tax Code), of dividends, interim dividends, issue premiums or liquidation
dividends, any repayment of a premium or any payment of fixed and/or statutory interest by a Shareholder; and/or



 


		(ii)	any payment of sums (representing principal, interest, default interest, fees, penalties, indemnities,
costs and any other ancillary amounts) by a Shareholder pursuant to a Subordinated Loan; and/or



 


		(iii)	any payment of sums of any nature whatsoever (including any share capital reduction, buy-back of
shares or payment/repayment of an issue premium) by a Shareholder to a third party.



 


Permitted Shareholder Distribution shall
mean on a given date any Shareholder Distribution made by a Shareholder, provided that on such date: (1) no General Acceleration
Event and/or Potential General Acceleration Event and/or Property Acceleration Event and/or Potential Property Acceleration Event
has occurred or subsists; and (2) no Non-Compliance with a Blocking Financial Ratio has occurred or subsists.


 


As far as the Minority Shareholder alone is
concerned, should the above conditions not be satisfied and should it not be authorised to make a Shareholder Distribution, it
may nonetheless, for the purposes of performing its distribution obligations pursuant to Article 208 C of the French General Tax
Code, make a distribution of dividends by means of registrations to accounts alone, without any disbursement of funds.


 


Borrower Distribution shall together
mean:


 


		(i)	any distribution, whether optional or mandatory, of dividends, interim dividends, issue premiums
or liquidation dividends, any repayment of a premium or any payment of fixed and/or statutory interest, by a Borrower to a Shareholder;
and/or



 


		(ii)	any payment of sums (representing principal, interest, default interest, fees, penalties, indemnities,
costs and any other ancillary amounts) by a Borrower pursuant to a Subordinated Loan (including pursuant to any advance under
the Cash-Pooling Agreement).



 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Permitted Borrower Distribution shall
mean on a given date any Borrower Distribution made by a Borrower in a maximum amount corresponding to the Excess Cash credited
to its Operating Account, provided that on such date: (1) no General Acceleration Event/ and/or Potential General Acceleration
Event and/or Property Acceleration Event and/or Potential Property Acceleration Event has occurred or subsists; and (2) no Non-Compliance
with a Blocking Financial Ratio or Non-Compliance with a Default Financial Ratio has occurred or subsists.


 


By way of a derogation from the foregoing and
unless on the relevant date: (1) a Property Acceleration Event and/or a Potential Property Acceleration Event is continuing that
affects the Property of a relevant Borrower; or (2) any Non-Compliance with a Blocking Financial Ratio is continuing, such Borrower
shall, up to the amount of its Excess Cash, make a Distribution to the Representative of the Borrowers for the sole purpose of
remedying the default of one or more other Borrowers pursuant to Clauses 3.2.2.1 and 3.2.3.


 


Finance Documents shall mean collectively:
(i) the Agreement, (ii) the Subordination Agreement; (iii) the Security Documents; (iv) the Funds Reservation Letter; (v) the Fee
Letters; (vi) the Hedging Agreement and all the instruments and documents entered into, as the case may be, by separate deed pursuant
to the performance of the Agreement or in connection with the Agreement and which may in the future be designated as such by the
Parties.


 


Security Documents shall mean any deeds,
contracts or documents which are or may be entered into by each Borrower or any third party over the term of this Agreement and
which record the Security Interests.


 


Transaction Documents shall with effect
from their signature mean: (i) the Finance Documents; (ii) the Leases; (iii) the agreements relating to the Subordinated Loans;
(iv) the Property Management Agreements and the Asset Management Agreement; and (v) the Cash-Pooling Agreement.


 


Borrowers shall mean all the companies
with such capacity identified in the Agreement, as enumerated in the list of parties to the Agreement.


 


Outstanding Amount shall mean at any
time, as the case may be:


 


(a) the total
amount of the principal under the Facility which has been made available to the Borrowers and which has not yet been repaid;


 


(b) in the
case of a given Borrower, the total amount of the principal of its Allocated Share (or, as the case may be, its Allocated Acquisition
Share) which has been made available to it and which has not yet been repaid;


 


(c) plus,
save for any cap or contrary provision in the terms of this Agreement, any sums owed by way of interest, default interest, fees,
costs and ancillary amounts, on or in connection with the above amounts.


 


Indebtedness shall mean any indebtedness
of a Borrower in any form whatsoever (including any loan or overdraft, issue of financial securities, commitment by signature,
in the form of a guarantee or any other form of off-balance sheet liability), in any currency whatsoever, be it current or future
or accrued or contingent or owed jointly or severally, representing principal or assumed by way of security, including Permitted
Indebtedness.


 


Permitted Indebtedness shall mean:


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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		(i)	in relation to each Borrower:



 


(a) its indebtedness
pursuant to the Agreement and the other Finance Documents;


 


(b) any current
account, loan or other advance (including the Subordinated Loans) in any form whatsoever granted to it by the Majority Shareholder
to the exclusion of any other person;11


 


(c) any credit
or payment period granted to it by, inter alia, a supplier or service-provider in the normal course of its business and
on an arm’s length basis;


 


(d) advances
obtained pursuant to the Cash-Pooling Agreement.


 


(ii)          in relation to the Majority Shareholder:


 


(a) its indebtedness
pursuant to the Agreement and the other Finance Documents;


 


(b) any current
account, loan or other advance (including the Subordinated Loans) in any form whatsoever granted to it by any one of its Affiliates;


 


(c) advances
obtained pursuant to the Cash-Pooling Agreement.


 


EONIA shall in relation to a given day
mean the overnight money market rate, expressed as an annual rate, determined by the European Central Bank on the basis of information
provided to it by the main market operators in relation to the transactions completed on the relevant day and published on such
same day at or around 7.00 pm (Brussels time) by the European Banking Federation on the Reuters EONIA screen (or on any replacement
screen), or if such information is not available for any reason, the rate determined by the Agent of the Lenders in accordance
with the provisions of Clause 7.4 (Non-publication). To the extent required it is specified that should the applicable EONIA
be negative, it shall be deemed to be equal to zero (0) for the purposes of the Agreement alone.


 


Non-Cooperating State or Territory shall
mean a non-cooperating State or territory listed in Article 238-0 A of the French General Tax Code, as such list may be amended
from time to time.


 


EURIBOR shall mean, in relation to any
Interest Period to which such rate is applicable in accordance with the Agreement, the “Euro Inter-Bank Offered Rate”
reference rate quoted under the aegis of the European Banking Federation and published at or around 11.00 am (Brussels time) on
the Reuters EURIBOR screen (or on any replacement screen) or on any other screen that publishes such rate, two (2) Target Days
before the first day of each Interest Period, for an amount and a term similar to those applicable to the Outstanding Amount of
the principal and to such period, or the rate determined in accordance with the provisions of Clause 7.4. (Non-publication).
To the extent required it is specified that should the applicable EURIBOR be negative, it shall be deemed to be equal to zero (0)
for the purposes of the Agreement alone.


 





 



 


11 To be discussed with S&S
and the client. In order to ensure that the indirect joint and several liability functions properly, we maintain that it is desirable/necessary
for the equity (including the original subordinated loans) to be contributed to the borrowers in the form of shareholder advances
granted by the Majority Shareholder.


 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Material Adverse Event shall mean the
occurrence or discovery of any fact or event, whatever the nature, cause or origin thereof, that affects immediately or on the
expiry of any term in an adverse and material manner: (i) the financial situation, the Property or the business of any one of the
Borrowers; or (ii) the ability of a Borrower or the Representative of the Borrowers to meet its obligations pursuant to any one
of the Finance Documents to which it is a party; or (iii) the validity, effects or enforceability of a Security Interest.


 


Excess Cash shall have the meaning given
to such term in Clause 9.1.2


 


Acceleration shall mean the acceleration
of the Facility declared by the Agent pursuant to a decision of the Majority Lenders on the occurrence of a General Acceleration
Event, in accordance with the provisions of Clause 15.2. (Consequences of the occurrence of an Acceleration Event).


 


Expert shall mean: (i) on the Signing
Date, DTZ; or (ii) thereafter any independent expert appointed by the Agent from amongst the following experts: CBRE, Jones Lang
LaSalle, DTZ, BNP Paribas Real Estate and Cushman & Wakefield or in the event that all the experts listed above are prevented
from acting, any other respected independent expert established in France selected and appointed by the Agent and charged with
preparing the Expert Reports, with a view to determining the Market Value of the Properties (it being recalled that the mortgage
value of the properties shall only be determined in the Original Expert Report).


 


FATCA shall mean:


 


		(a)	Sections 1471 to 1474 of the US Internal Revenue Code and any related regulations;



 


		(b)	any treaty, law or regulation in any other jurisdiction or any inter-governmental agreement between
the United States and any other jurisdiction which (in each case) facilitates the application of any law or regulation referred
to in paragraph (a) above; or



 


		(c)	any agreement implementing any treaty, law or regulations referred to in paragraphs (a) or (b)
above entered into with the US Internal Revenue Service, the US Government or any other governmental or tax authority in any other
jurisdiction.



 


Subsidiary shall in relation to a company
mean any company that is controlled directly or indirectly by a company within the meaning of Article L 233-3 of the French Commercial
Code.


 


Equity shall on a given date in relation
to any Borrower mean the funds that are or may be made available to such Borrower by means of any capital contribution and/or Subordinated
Loan and/or advance paid in the context of the Cash-Pooling Agreement.


 


Finance Costs shall mean for the purposes
of the calculation of the Portfolio ICR Ratio the interest and fees (including the agent fee referred to in Clause 8.2 (Agent
fee) and the commitment fee referred to in Clause 8.4 (Commitment fee)) payable by the Borrowers under the Facility
over any period of twelve (12) months beginning on the relevant Calculation Date (inclusive), calculated:


 


		(a)	on the Outstanding Amount of the Facility, as determined on the relevant Calculation Date (inclusive)
(presuming that no prepayment, cancellation or termination takes place during the relevant Test Period); and



		(b)	at the swap rate stipulated by the Hedging Agreement, plus the Applicable Margin.



 




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    	FAIRWAY AARPI Draft - 9 December 2014
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Cash Pledges shall mean any cash pledges
(including the Financial Ratios Cash Pledge) granted, as the case may be, in accordance with the provisions of the Agreement over
the Agent Account or the Financial Ratios Cash Pledge Account, as the case may be, or over any other account opened in the name
of the Agent on behalf of the Lenders, the details of which are notified by the Agent to the Representative of the Borrowers and
which shall be subject to the provisions of Clause 12.8.2 (Cash Pledge).


 


Financial Ratios Cash Pledges shall
mean the cash pledges granted in accordance with the provisions of Clause 12.8.1 (Financial Ratios Cash Pledges).


 


Asset Management Agreement shall mean
the agreement entered into by Borrower I, Borrower II and the Asset Manager prior to the Date of the Original Credit Agreement,
to which Borrower III shall have acceded prior to the Date of Amendment N°1 and (ii) thereafter, any new asset management agreement
entered into with an Asset Manager in accordance with the provisions of Clause 14.1.3.4 (Management of the Properties).


 


Bordeaux Property shall have the meaning
given to such term in paragraph (B) 1 of the Recitals, as identified more fully in Clause 12.1


 


Marseille Property shall have the meaning
given to such term in paragraph (B) 1 of the Recitals, as identified more fully in Clause 12.1


 


Rueil Property shall have the meaning
given to such term in paragraph (B) 1 of the Recitals, as identified more fully in Clause 12.1


 


Properties shall together mean the Bordeaux
Property, the Marseille Property and the Rueil Property, and “Property” shall mean any one of them.


 


Tax shall mean any tax, levy, duty,
impost, royalty, contribution or charge or withholding of a similar nature (together with any penalties and interest payable in
the event of the non-payment or delayed payment of any one of such sums or on account of the non-submission or late submission
of any tax filings).


 


Loss of Rents Insurance Proceeds shall,
for the purposes of the Receivables Assignments and, as the case may be, the receivables pledges granted pursuant to Clause 12.3
mean the “loss of rents” insurance proceeds and any other insurance proceeds which are or may be payable by the relevant
insurance companies in accordance with the insurance policies covering the Properties and which are not included in the delegation
referred to in Clause 12.4 (Insurance Delegations).


 


Confidential Information shall mean
any information relating to a Group Company, the Finance Documents or the Facility, of which a Finance Party may become aware in
such capacity or with a view to becoming a Finance Party, or which a Finance Party receives in relation to the Finance Documents
or the Facility or with a view to becoming a Finance Party pursuant to the Finance Documents or the Facility, from one of the following
persons:


 


		(iii)	any Group Company or any one of the advisers of a Group Company; or



 




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		(iv)	another Finance Party, if the information was obtained by such Finance Party directly or indirectly
from a Group Company or any one of the advisers of a Group Company;



 


in any form whatsoever, including any information
provided orally or in a document or electronic file, or by any other means of disclosure or storage containing, originating from
or reproducing such information, excluding however any information which:


 


		(i)	is or becomes public information other than pursuant to a direct or indirect breach of the provisions
of Clause 23. (Confidentiality) by such Finance Party; or



 


		(ii)	is identified in writing as non-confidential information at the time it is provided by a Group
Company or any one of the advisers of a Group Company; or



 


		(iii)	is known to such Finance Party prior to the date on which such information is provided to it in
accordance with the above paragraphs or lawfully obtained by such Finance Party after such date, from a source which, as far as
such Finance Party is aware, is not linked to a Group Company and which, in each case and as far as such Finance Party is aware,
was not obtained in breach of any confidentiality undertaking and is furthermore not subject to any such undertaking.



 


Investment shall mean any acquisition
of moveable or immoveable or tangible or intangible property, any acquisition of shares, bonds and any other type of instrument
in any other company, in particular by way of a subscription or purchase, including asset acquisitions financed by means of lease
financing or a financial lease with an option to purchase.


 


Investor shall have the meaning given
to such term in paragraph A of the Recitals.


 


Business Day shall mean: (a) any day
(other than a Saturday or Sunday or a public holiday) on which banks in Paris, Munich and London are open for business for the
entire day; or (b) in the case of a day on which any payment or purchase of a sum denominated in Euros is made, any Target Day.


 


Target Day shall mean a day on which
the TARGET 2 System (Trans-European Automated Real-Time Cross Settlement Express Transfer System 2) is open for business.


 


Money Laundering Legislation shall mean
any legislation or regulations applicable in particular to banks and regulated investment funds in the Member States of the European
Union relating to money laundering and terrorist financing, resulting from the provisions of Directive 2005/60/EC of the European
Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money
laundering and terrorist financing, or any other legislation which supplements or replaces such Directive and which is in particular
applicable to credit institutions and regulated funds in a Member State of the European Union.


 


Environmental Legislation shall mean
all statutory and regulatory provisions and the methodological provisions of the Circulars of 8 February 2007 issued by the French
Ministry for Ecology and Sustainable Development which are applicable to a Property, taking into account the land on which a Property
is constructed or its zone of situation or the mode of its occupancy, having as their purpose the protection of the environment
and the prevention of any harm to persons, workers or the interests referred to in Article L.511-1 of the French Environmental
Code capable of resulting from the pursuit of the activities and the operation of the facilities listed in Column “A”
of the Schedule to Article R.511-9 of the aforementioned Code, which constitutes the framework applicable to facilities classified
for the purposes of the protection of the environment or activities previously pursued on the land on which a Property is constructed,
as well as all the statutory and regulatory provisions applicable to a Property in terms of public health and health and safety.


 




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Funds Reservation Letter shall mean:
(i) the letter signed by Borrower I for the purposes of the grant of the Borrower I Acquisition Sub-Tranche and the Borrower I
VAT Sub-Tranche on the Signing Date; and (ii) the letter signed by Borrower II for the purposes of the grant of the Borrower II
Acquisition Sub-Tranche and the Borrower II VAT Sub-Tranche on the Signing Date, copies of which are annexed to the Agreement as
Schedule 2-A.


 


Fee Letters shall mean the letters signed
by the Borrowers and the Arranger determining the amount and the terms and conditions governing the payment of the arrangement
fee and the letter signed by the Borrowers and the Agent determining the amount and the terms and conditions governing the payment
of the agent fee, as referred to in Clause 8 (Fees).


 


Tenants shall mean: (i) on the Signing
Date, ATAC, Auchan France and the Pole Emploi, as listed in the lease report delivered on the Signing Date in accordance
with the provisions of Clause 3.1 (Signature of the Agreement and availability of the Facility) and annexed hereto as Schedule
7; and (ii) as the case may be, with effect from the Rueil Acquisition Date, Sagemcom; and (iii) any other tenant pursuant
to a Lease entered into by a Borrower covering all or part of the Property owned by it, in accordance with the provisions of Clause
(Leases) of the Agreement.


 


Dailly Law shall have the meaning given
to such term in Clause 12.3 (Receivables Assignments) of the Agreement.


 


Rents shall mean any amounts, including
all taxes and charges, that are or may be paid by the Tenants by way of rent, any payment in respect of occupancy, any penalty
in respect of late payment and any other lease-related income received pursuant to the Leases, and, on the occurrence of an insured
event affecting a Property, any loss of rents insurance proceeds paid by the relevant insurance company, as well as any sums earmarked
or allocated by the Borrower as Rents under any lease guarantee or any surety granted as security for the payment of rent to any
one of the Borrowers (excluding security deposits).


 


Majority Lenders shall mean a majority
of 67% (sixty-seven per cent) of the Lenders, which majority shall be calculated on the basis of the share of each one of the Lenders
in the total commitment of the Lenders under the Facility or, if the Facility has been drawn down, the share of each one of the
Lenders in the Outstanding Amount of the principal under the Facility.


 


Applicable Margin shall mean, as the
case may be, the Acquisition Tranche Margin or the VAT Tranche Margin.


 




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Acquisition Tranche Margin shall mean
the margin applicable to the Outstanding Amount of the Acquisition Tranche, namely a rate of one point four per cent (1.4%) per
annum.12


 


VAT Tranche Margin shall mean the margin
applicable to the Outstanding Amount of the VAT Tranche, namely a rate of one point four per cent (1.4%) per annum.


 


Receivables Pledge shall mean the pledge
of the receivables that are or may be payable to any Subordinated Lender pursuant to any Subordinated Loan (including pursuant
to the Original Subordinated Loans), it being specified that, in accordance with the provisions of Clause 12.6 (Receivables
Pledge), the Majority Shareholder shall grant a Receivables Pledge on the date hereof.13


 


Representative of the Borrowers Share Pledges
shall mean the pledges granted by the OPCI and Borrower I, in their capacity as shareholders in the Representative of the Borrowers,
over the shares comprising the share capital of the Representative of the Borrowers, in accordance with the provisions of 12.7
(Representative of the Borrowers Share Pledges).


 


Bank Account Pledges shall together
mean the pledges granted by: (i) each Borrower over its respective Operating Account; and (ii) the Representative of the Borrowers
over the Pooling Account, in accordance with the provisions of Clause 12.5 (Bank Account Pledges).


 


Share Pledges shall mean the pledges
granted by the Shareholders over the shares comprising the share capital of each Borrower, in accordance with the terms and conditions
of Clause 12.2.1 (Borrower Share Pledges).


 


Non-Compliance with a Blocking Financial
Ratio shall mean that:


 


		-	the Portfolio LTV Ratio is between 57.5% (inclusive) and 62.5% (exclusive) on a given Calculation
Date; or



 


		-	an LTV Ratio is between 62.5% (inclusive) and 67.5% (exclusive) on a given Calculation Date;
or



 


		-	the Portfolio ICR Ratio is between 200% (inclusive) and 250% (exclusive) on a given Calculation
Date.



 


Secured Obligations shall as the case
may mean for the purposes of the Security Interests to be granted in accordance with the provisions of the relevant Security Documents:


 


		a)	in the case of the Security Interests In Rem: (i) all the sums representing principal owed
by the relevant Borrower to the Lenders in the context of the Agreement pursuant to its Allocated Acquisition Share; and (ii) any
sums representing principal owed in the context of the Agreement by the other Borrowers and which the relevant Borrower is required
to pay in its capacity as joint and several co-debtor in accordance with the conditions and caps of Clause 3.2.2 and Clause 3.2.3,
in the event of the Acceleration of the Facility or with effect from the Final Payment Date and in the event of the enforcement
of such security interests;



 





 



 


12 On the basis of the DTZ report,
the LTV Ratio on closing will be greater than 52.5.


13 Confirm whether there exist Subordinated
Loans granted by the OPCI to the Majority Shareholder on closing (cf its incorporation calendar).


 




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		b)	in the case of the Receivables Assignments (save for Receivables Assignments covering VAT receivables)
granted by each one of the Borrowers pursuant to Clauses 12.3 (Receivables Assignments) and, in the case of any Cash Pledge,
all the sums representing principal, interest, default interest, fees, penalties, indemnities, Break Costs, costs and ancillary
amounts, payable by the relevant Borrower to the Lenders pursuant to its Allocated Acquisition Share, including any disbursements,
expenditure, costs and charges incurred by all or any of the latter in the context of the protection or exercise of their rights
pursuant to such Finance Documents (to the extent that such disbursements, expenditure, costs and charges must be borne by the
relevant Borrower pursuant to Clause 20 (Costs, expenditure and registration));



 


		c)	in the case of the Receivables Assignments covering VAT receivables granted by Borrower I and Borrower
II pursuant to Clauses 12.3 (Receivables Assignments), all the sums representing principal, interest, default interest,
fees, penalties, indemnities, Break Costs, costs and ancillary amounts, payable by the relevant Borrower (either Borrower I or
Borrower II) to the Lenders pursuant to its Allocated Share of the VAT Tranche only, including any disbursements, expenditure,
costs and charges incurred by all or any of the latter in the context of the protection or exercise of their rights pursuant to
such Finance Documents (to the extent that such disbursements, expenditure, costs and charges must be borne by the relevant Borrower
pursuant to Clause 20 (Costs, expenditure and registration));



 


		d)	in the case of any other Security Interest granted by a Borrower: (1) all the sums representing
principal, interest, default interest, fees, penalties, indemnities, Break Costs, costs and any other ancillary amounts payable
by the relevant Borrower to the Agent, the Security Agent and the Lenders pursuant to the Finance Documents (excluding the Hedging
Agreements) and, more generally, all the sums owed by the relevant Borrower to the Agent, the Security Agent and the Lenders, including
any disbursements, expenditure, costs and charges incurred by all or any of the latter in the context of the protection or exercise
of their rights pursuant to such Finance Documents; and (2) all the sums referred to under (1) payable by the other Borrowers and
which the relevant Borrower is required to pay in its capacity as joint and several co-debtor in accordance with the conditions
and caps of Clause 3.2.2 (Joint and several liability between the Borrowers) (to the extent that such disbursements, expenditure,
costs and charges must be borne by the relevant Borrower pursuant to Clause 20 (Costs, expenditure and registration));



 


		e)	in the case of any Security Interest granted by a Shareholder (in the case of ARC Global II (Holding),
in its capacity as Majority Shareholder or the Representative of the Borrowers), all the sums representing principal, interest,
default interest, fees, penalties, indemnities, Break Costs, costs, taxes, fees, transfer duties and any other ancillary amounts
payable by the Borrowers under the Facility (in their capacity as a principal debtor), and, more generally, all the sums owed by
the Borrowers to the Agent, the Security Agent and the Lenders pursuant to the Finance Documents (excluding the Hedging Agreements),
including any disbursements, expenditure, costs and charges incurred by all or any of the latter in the context of the protection
or exercise of their rights pursuant to such Finance Documents (to the extent that such disbursements, expenditure, costs and charges
must be borne by the Borrowers pursuant to Clause 20 (Costs, expenditure and registration));



 




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		f)	in the case of the Representative of the Borrowers Share Pledges and any Receivables Pledge (other
than a Receivables Pledge granted by a Shareholder), all the sums representing principal, interest, default interest, fees, penalties,
indemnities, Break Costs, costs, taxes, fees, transfer duties and any other ancillary amounts payable by the Borrowers under the
Facility (in their capacity as a principal debtor), and, more generally, all the sums owed by the Borrowers to the Agent, the Security
Agent and the Lenders pursuant to the Finance Documents (excluding the Hedging Agreements), including any disbursements, expenditure,
costs and charges incurred by all or any of the latter in the context of the protection or exercise of their rights pursuant to
such Finance Documents (to the extent that such disbursements, expenditure, costs and charges must be borne by the Borrowers pursuant
to Clause 20 (Costs, expenditure and registration)).



 


FATCA-Exempt Party shall mean a Party
who is entitled to receive payments without any FATCA Tax Deduction.


 


Finance Party shall mean the Agent,
the Security Agent and the Lenders or any one of them.


 


Test Period shall for the purposes of
the calculation of the Portfolio ICR Ratio mean the forecast period of twelve (12) months beginning on the relevant Calculation
Date.


 


Interest Period shall mean any period
between two (2) Interest Payment Dates that serves as a basis for the calculation of the interest payable on the Facility (for
the purposes of such calculation, the first date shall be inclusive and the second date shall be exclusive), determined in accordance
with the terms of Clause 7.2. (Determination of Interest Periods).


 


Drawdown Period shall mean the period
during which a Drawdown of the Borrower III Acquisition Sub-Tranche may be made, namely the period beginning on the Signing Date
and ending on the date falling two (2) months after the Signing Date, namely 28 February 2015.


 


Portfolio shall mean all the Properties
belonging to the Borrowers.


 


Qualifying Lender shall have the meaning
given to such term in Clause 11(Tax).


 


Original Lender shall mean DEUTSCHE
PFANDBRIEFBANK AG, as identified in the list of parties to the Agreement.


 


Lenders shall mean: (i) on the Signing
Date the Original Lender; and (ii) after such date the Original Lender and any other lending entity to which the Original Lender
or any Lender assigns all or part of its receivables under the Facility in accordance with the conditions of Clause 17(Benefit).


 


Subordinated Lenders shall mean the
Majority Shareholder in its capacity as lender pursuant to the Original Subordinated Loans and any other creditor of the Borrowers
pursuant to any Subordinated Loan who prior to the availability of the funds and/or any assignment of a receivable pursuant thereto
has acceded to the Subordination Agreement.


 




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Subordinated Loans shall mean the Original
Subordinated Loans and any other intragroup loans and/or shareholder current account advances and/or other advances, including
any subscription for bonds, in any form whatsoever, which are or may be granted by a Subordinated Lender to a Borrower and which
are (as with the Original Subordinated Loans) subordinated in terms of the payment and repayment of principal, capital, interest
and ancillary amounts under the Facility, in accordance with the conditions of the Agreement and the Subordination Agreement, and
the receivables pursuant thereto shall constitute the subject-matter of a Receivables Pledge in accordance with the same terms
and conditions as the Receivables Pledge granted on the Signing Date pursuant to Clause 12.6., and Subordinated Loan
shall mean any one of them.


 


The Subordinated Loans shall not be secured
and shall stipulate a final repayment date falling at least six (6) months after the Final Repayment Date.


 


Original Subordinated Loans shall have
the meaning given to such term in paragraph D of the Recitals.


 


Lien shall mean any security interest
in rem over moveable or immovable property, any personal surety, any guarantee, assignment as security, title retention
clause, right of retention or any other security of any nature whatsoever or any other right granting an entitlement to prioritised
payment pursuant to an obligation of any person (including inter alia a transfer of title on a fiduciary basis and/or any
arrangements granting a right of retention or producing similar effects).


 


Insolvency Procedure shall in relation
to a company mean that:


 


		a)	such company has admitted in writing that it is unable to pay all or a substantial part of its
debts as they become payable;



 


		b)	such company has suspended payments within the meaning of Article L.631-1 of the French Commercial
Code;



 


		c)	either at its own initiative or at the initiative of a third party (other than the Agent and the
Lenders): (i) such company suspends payments or imposes a moratorium on any indebtedness or constitutes the subject-matter of an
agreement rescheduling its Indebtedness) or an amicable liquidation or winding-up; (ii) such company constitutes the subject-matter
of a conciliation procedure within the meaning of Article L.611-4 of the French Commercial Code; (iii) such company constitutes
the subject-matter of a petition seeking the appointment of a mandataire ad hoc, as provided for by Article L.611-3 of the
French Commercial Code; (iv) a mandataire ad hoc is appointed for such company, as provided for by Article L.611-3 of the
French Commercial Code; (v) such company constitutes the subject-matter of an accelerated safeguard procedure or financial safeguard
procedure pursuant to Book VI of the French Commercial Code; (vi) such company constitutes the subject-matter of a judicial reorganisation
or judicial liquidation order or a plan involving the total or partial sale of its undertaking pursuant to Title II of Book VI
of the French Commercial Code;



 


		d)	such company has suspended its business, on a voluntary or involuntary basis;



 


		e)	such company has transferred by way of payment a substantial part of its capital assets to its
creditors;



 




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		f)	in the context of a warning procedure a general meeting of the shareholders of such company has
been called in accordance with the provisions of Articles L. 234-1, L. 234-2 or L 612-3 of the French Commercial Code, as the case
may be; or



 


		g)	such company implements any measure or constitutes the subject-matter of a procedure or order that
produces effects similar to those produced by any measure, procedure or order referred to in paragraphs (a), (b), (c), (d), (e)
and (f) above.



 


Net Sale Proceeds shall mean, in the
event of (i) a sale of a Property (in whole or in part) or (ii) a sale of the securities comprising the share capital of a Borrower
(in whole or in part), the entirety of the net proceeds of such sale, less (in the following order): (a) any amount owed by the
vendor in respect of any tax payable on the gains made on the sale of the Property or securities, as the case may be; (b) any VAT
(if applicable); (c) provided that these are duly evidenced, the remuneration of the notary, any reasonable costs and expenditure
associated with the sale (including in particular any registration duties, land registration tax and costs associated with the
release of any security interests in rem).


 


Rueil Call Option shall have the meaning
given to such term in Paragraph (B)1 of the Recitals.


 


Allocated Share shall mean the portion
of the Facility (comprised of the Acquisition Tranche and the VAT Tranche) which is allocated to a Borrower on the Signing Date
or may be allocated to a Borrower in accordance with the provisions of Clause 2.1


 


Allocated Acquisition Share shall mean
the portion of the Acquisition Tranche which is allocated to a Borrower on the Signing Date or may be allocated to a Borrower in
accordance with the provisions of Clause 2.1.


 


Expert Report shall mean: (i) on the
Signing Date, the Original Expert Report: and (ii) after the Signing Date, any real estate expert report produced by an Expert
instructed by the Agent to determine the Market Value of the Properties, it being agreed that any Expert Report must:


 


		-	be completed by 31 December in each year and delivered on 15 January in each year (with effect
from 15 January 2015 until the Final Repayment Date of the Facility) or on any other date stipulated in accordance with the terms
of this Agreement, using the same methodology as that applied to produce the Original Expert Report (in particular in terms of
the conditions in accordance with which and the assumptions on the basis of which the Properties were valued by the Arranger for
the purposes of producing such report), or using any other methodology that any Lender may be required to apply pursuant to any
applicable law, regulations or in-house procedure;



 


		-	in addition determine the reinstatement value of the Properties, as well as the land value and
the estimated rental value of the Properties; and



 


		-	be produced for the attention of the Agent (with a direct benefit clause in favour of the Lenders
and, if the Representative of the Borrowers so requests, the Borrowers).



 




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Original Expert Report shall mean the
expert report dated 14 November 2014 and produced by DTZ, the expert instructed by the Arranger at the expense of the Borrowers,
and delivered on the Signing Date to the Agent, which determines: (i) the Market Value of the Properties; (ii) the value of the
Properties determined in light of the sustainable long-term characteristics of the Properties, standard and local market conditions
and the net revenues that may be generated on a recurrent basis by an owner in the context of the standard management of such Properties,
in accordance with the criteria stipulated by the BelWertV (“Beleihungswertermittlungsverordnung” or the German
“Pfandbrief” regulations) and by the Agent; and (iii) the reinstatement value of the Properties, as well as
the land value and the estimated rental value of the Properties.


 


Portfolio ICR Ratio shall mean the ratio,
expressed as a percentage and calculated by the Representative of the Borrowers on each relevant Calculation Date (with such calculation
having to be duly justified in a manner satisfactory to the Agent by the Representative of the Borrowers) of: (a) the Net Rental
Revenues of the Borrowers for the Test Period corresponding to such Calculation Date on the one hand; to (b) the Finance Costs
that are paid or are payable over such same period on the other hand.


 


LTV Ratio shall on a given Calculation
Date mean the ratio, expressed as a percentage and calculated by the Representative of the Borrowers on behalf of the Borrowers
(with such calculation having to be duly justified in a manner satisfactory to the Agent by the Representative of the Borrowers)
of: (a) the Outstanding Amount of the principal of the Allocated Acquisition Share of such Borrower; to (b) the Market Value of
the Property belonging to it on such date, as determined by the Expert in the latest Expert Report delivered to the Agent.


 


Portfolio LTV Ratio shall on a given
Calculation Date mean the ratio, expressed as a percentage and calculated by the Representative of the Borrowers (with such calculation
having to be duly justified in a manner satisfactory to the Agent by the Representative of the Borrowers) of: (a) the Outstanding
Amount of the principal of the Acquisition Tranche; to (b) the Market Value of the Properties, as determined by the Expert in the
latest Expert Report delivered to the Agent.


 


Financial Ratios shall mean the LTV
Ratio, the Portfolio LTV Ratio and the Portfolio ICR Ratio.


 


Residual Net Sale Proceeds shall in
relation to each Borrower mean the Net Sale Proceeds, less any sums owed to the Finance Parties by the relevant Borrower pursuant
to the Outstanding Amount of its Allocated Acquisition Share (including any interest, default interest, penalty and Break Costs)
and any sums paid pursuant to the Hedging Agreement or any other sum owed pursuant to the Finance Documents.


 


Representative of the Borrowers the
Majority Shareholder acting in the name and on behalf of the Borrowers in accordance with the provisions of Clause 24 (Appointment
of the Representative of the Borrowers).


 


Environmental Liability shall mean any
liability of the Borrowers (or any one of the Borrowers) with regard to any person on the basis of or in connection with any Environmental
Legislation with which the Borrowers (or any one of the Borrowers) have not complied, that is incurred as the result of an enforceable
decision handed down by any competent authority.


 


FATCA Tax Deduction shall mean a deduction
or withholding pursuant to FATCA from any payment pursuant to a Finance Document.


 




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Net Rental Revenues shall mean, for
the purposes of calculating the Portfolio ICR Ratio during any Test Period corresponding to the relevant Calculation Date, the
amount of the Rents (excluding taxes and charges) to be collected pursuant to the signed Leases by the Borrowers over the course
of the relevant Test Period, less any Operating Expenditure (other than recoverable VAT) that cannot be reinvoiced to the Tenants
and is payable by the Borrowers in respect of such same period, in accordance with the latest Budget delivered to the Agent on
behalf of the Lenders, it being specified that:


 


		a)	as the case may be, any insurance proceeds that may be received by the Borrowers or the Lenders
pursuant to any “loss of rents” or “operating losses” insurance policy taken out by them, shall be assimilated
to rents to be collected, provided that the Borrowers have evidenced to the Agent, prior to the relevant Calculation Date, that
the relevant insurance company has confirmed in writing the entitlement of the relevant Borrowers to such insurance proceeds and,
in the case of “operating losses” insurance proceeds alone, provided that the Tenants are required to pay these to
the Borrowers;



 


		b)	the Rents payable pursuant to each Lease in respect of which a termination notice has been served
on the relevant Calculation Date shall be taken into account until the effective date of such notice;



 


		c)	in the case of the Rents payable under each Lease that may constitute the subject-matter of a termination
notice or which a Tenant has is entitled terminate during the relevant Test Period, such termination notice or such right to terminate
shall be deemed to have been exercised within the statutory periods (in the absence of written confirmation from the relevant Tenant
that it intends not to serve a termination notice or exercise such right to terminate), and the Rents under the relevant Lease
shall only be taken into account until the first possible effective date of the termination notice or the right to terminate the
lease early;



 


		d)	Rents of which the payment is delayed or of which an amount has been outstanding for more than
three (3) months on the relevant Calculation Date shall not be taken into account (up to the unpaid amount of the Rents, as the
case may be) for the entire period of twelve months referred to above;



 


		e)	Rents subject to a rent-free period shall not be taken into account for the duration of such rent-free
period;



 


		f)	only Rents payable pursuant to a non-contingent Lease that is not subject to any conditions precedent
not yet satisfied (or not yet waived) shall be taken into account on the relevant Calculation Date;



 


		g)	the Rents payable under any Lease of which the sole pre-condition to its entry into force is the
expiry of a given term shall be taken into account with effect from the date on which the Tenant is required to pay such Rents;



 


		h)	any sums paid by way of security deposits or sureties, as the case may be, shall not be taken into
account;



 




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		i)	no indexation of Rents shall be taken into account, save for statutory indexations or express contractual
indexations, to the extent that, in each such case, the information making it possible to apply such indexation is known on the
relevant Calculation Date.



 


Revenues shall in relation to each Borrower
mean: (a) all its revenues related the Properties owned by it, including but without limitation the sums that are and may be received
from Tenants pursuant to the Leases, any third party pursuant to any payment guarantee (excluding security deposits), insurance
companies by way of Loss of Rents Insurance Proceeds, and any sums that may be received pursuant to an administrative or judicial
or decision or an arbitral award; and (b) any indemnities that the relevant Borrower may receive on account of its title to or
ownership of its Assets (in particular in the context of an expropriation or requisition procedure).


 


Group Company shall mean the Investor,
the Shareholders, the Borrowers and any Affiliate of the Investor who grants a loan or an advance to the Majority Shareholder.


 


Borrower III Acquisition Sub-Tranche shall
have the meaning given to such term in Clause 2.1


 


Over-Amortisation shall in relation
to the Mandatory Partial Prepayment Event referred to in Clause 5.2.1.1 mean an amount equal to the greater of the following two
amounts:


 


		(A)	an amount corresponding to 20% of the Outstanding Amount of the Allocated Acquisition Share of
the Borrower whose Property (or shares) is (or are) sold in full or in part; or



 


		(B)	an amount corresponding to 65% of the Residual Net Sale Proceeds of the relevant Property (or the
relevant shares).



 


Security Interests shall mean any security
interests and guarantees granted by the Investor, the Shareholders, the Borrowers or any third party to the Agent, the Security
Agent and the Lenders (or certain of them) as security for the relevant Secured Obligations, and inter alia the Security
Interests In Rem, the Receivables Assignments, the Insurance Delegations, the Receivables Pledge, the Representative of
the Borrowers Share Pledges, the Share Pledges, the Cash Pledges, the Bank Account Pledges and the Representative of the Borrowers
Surety, and Security Interest shall mean any one of them.


 


Security Interests In Rem shall
mean any security interests in rem, namely subrogations in vendor liens and/or lender liens, and any contractual mortgages
granted by each Borrower over the Properties, as security for the relevant Secured Obligations, and which must be granted in accordance
with the provisions of Clause 12.1 (Security Interests In Rem).


 


Bank Levy shall mean the systemic risk
bank levy referred to in Article 235 ter ZE of the French General Tax Code, the UK bank levy applied in accordance with the provisions
of Section 73 of Schedule 19 to the United Kingdom Finance Act 2011, the German bank levy applied in accordance with the provisions
of the “Restructurierungsfondgesetz 2010” (as amended) and any other levy that corresponds or may be assimilated
to the bank levy within the meaning of the joint statement by the French, German and UK governments of 22 June 2010 imposed or
applied in any other jurisdiction.


 




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Reference Rate shall mean:


 


		a)	in the case of a three-month Interest Period, the three-month EURIBOR; and



 


		b)	in the case of any Interest Period with a duration in excess of three (3) months, the EURIBOR applicable
to the duration of such period or, if a EURIBOR does not exist for such period, a EURIBOR calculated by means of a linear interpolation
between the EURIBOR available for the shorter period closest in length to the relevant period and the EURIBOR available for the
longer period closest in length to the relevant period;



 


		c)	in the case any Interest Period with a duration of less than three (3) months, the EURIBOR applicable
to the duration of such period or, if a EURIBOR does not exist for such period, a EURIBOR calculated by means of a linear interpolation
between the EURIBOR available for the shorter period closest in length to the relevant period and the EURIBOR available for the
longer period closest in length to the relevant period.



 


Interest Rate shall mean the annual
rate corresponding to the sum of the Reference Rate, the applicable Margin and any Mandatory Costs, as the case may be.


 


Accounts Bank shall mean Société
Générale, in its capacity as the custodian of the Operating Accounts and the Pooling Account.


 


Drawdown shall mean the amount made
available the Borrower pursuant to the Borrower III Acquisition Sub-Tranche, in accordance with the conditions of Clause 2.4


 


Acquisition Tranche shall have the meaning
given to such term in Clause 2.1 of the Agreement.


 


VAT Tranche shall have the meaning given
to such term in Clause 2.1 of the Agreement.


 


VAT shall mean any tax payable pursuant
to Council Directive (EC) of 28 November 2006 on the common system of value-added tax (Directive 2006/112/EC) or any other
tax of a similar nature payable in a Member State of the European Union or elsewhere, as a replacement for or supplement to such
tax.


 


Market Value shall mean the market value
of the Properties (excluding duties, costs and taxes), as calculated in the latest Expert Report delivered to the Agent in accordance
with the terms of the Agreement, as such value is determined by the Expert.


 


		1.2	Interpretation



 


		a)	The headings of Clauses (including paragraphs) and the table of contents have been included for
ease of reference only and may not be taken into account when interpreting the Agreement.



 


		b)	In accordance with the terms of the Agreement and unless the context requires otherwise:



 


(i) references to recitals, Clauses,
paragraphs and Schedules shall be interpreted as references to the recitals, clauses, paragraphs and schedules of the Agreement,
and references to the Agreement shall include its recitals and schedules;


 


(ii) words used in the plural shall
be construed as also denoting the singular, and vice versa;


 




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(iii) any reference to a time of
day, in the absence of a specific contrary stipulation, shall be references to Paris time;


 


(iv) any reference to a month shall
be a reference to a period beginning on a day in one calendar month and ending on the numerically corresponding day in the following
calendar month, or, if there is no numerically corresponding day in the following calendar month, to a period ending on the final
day of the following calendar month;


 


(v) any reference to a day or a
date shall be a reference to: (x) the relevant day or date, if such day or date is a Business Day; or (y) if such day or such date
is not a Business Day, the day determined in accordance with the provisions of Clause 10.2(Non-Business Day);


 


(vi) any reference to a person
shall also be a reference to its successive transferees, successors and assigns or beneficiaries pursuant to any merger, demerger
or partial asset contribution; and


 


(vii) any reference to a document
shall be a reference to such document as amended, replaced or supplemented.


 




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		2.	THE FACILITY



 


		2.1	Amount



 


The Original Lender shall grant
to the Borrowers, in accordance with the terms and conditions hereof, the Facility in the maximum amount of FIFTY-FIVE MILLION
THOUSAND EUROS (€55,000,000), which the Borrowers hereby accept.


 


The Facility shall be broken down
as follows:


 


		-	an amount of EIGHT MILLION THREE HUNDRED THOUSAND EURO (€8,300,000) made available to Borrower
I, in accordance with the terms and conditions of Clause 2.3



 


		-	an amount of FIVE MILLION EIGHT HUNDRED THOUSAND EURO (€5,800,000) made available to Borrower
II, in accordance with the terms and conditions of Clause 2.3



 


		-	an amount of THIRTY-FIVE MILLION NINE HUNDRED THOUSAND EURO (€35,900,000) made available to
Borrower III, in accordance with the terms and conditions of Clause 2.3 (the Borrower III Acquisition Sub-Tranche);



 


		2.2	Purpose



 


The Acquisition Tranche is to be
used to finance the pre-tax acquisition price of the Properties in the amount of the sub-tranche referred to in Clause 2.1 (i)
for each Property.


 


The VAT Tranche is to be used to
finance the VAT payable on the post-tax acquisition prices of the Bordeaux Property and the Marseille Property, in the amount of
the sub-tranche referred to in Clause 2.1 (ii) for each one of such Properties.


 


It is specified that neither the
Agent nor the Lenders shall have any obligation to verify the use of the funds by the Borrowers and shall incur no liability in
such regard. The Agent may however confirm such use at any time, and the Borrowers undertake to provide to the Agent, when requested
to do so by the latter, any documentary evidence required in such regard that has not already been provided to the Agent in accordance
with the other provisions of the Agreement.


 


Pursuant to the Money Laundering
Legislation, the Borrowers represent that they are contracting the Facility on their own behalf.


 


		2.3	Availability of the Facility on the Signing Date (save for the Borrower III Acquisition Sub-Tranche)



 


Taking into account the satisfaction
of all the conditions precedent set out in Clause 4.1 prior to or on the Signing Date, the Original Lender shall on the date hereof
make available to Borrower I and Borrower II, with each of them acting as far as it alone is concerned, as recorded in the books
of the undersigned and participating Notaries, the entirety of their Allocated Share.


 




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In order to receive its Allocated
Share (the Acquisition Tranche and the VAT Tranche), each of Borrower I and Borrower II delivered to the Original Lender at least
five (5) Business Days before the Signing Date a Funds Reservation Letter.


 


		2.4	Availability of the Borrower III Acquisition Sub-Tranche



 


Subject to the satisfaction of
all the conditions precedent referred to in Clauses 4 and subject to compliance by each Borrower with all its obligations pursuant
to the Agreement on the relevant date, Borrower III may request that the Lenders make available the Borrower III Acquisition Sub-Tranche
in a single drawdown, in accordance with the terms and conditions below.


 


		(a)	Drawdown Period



 


Borrower III may make a single Drawdown
of the Borrower III Acquisition Sub-Tranche during the Drawdown Period on the Rueil Acquisition Date.


 


The undrawn amount of the Acquisition
Sub-Tranche on the expiry of the Drawdown Period shall be cancelled and may not constitute the subject-matter of any subsequent
Drawdowns, with the commitment of the Lenders under the Facility being then definitively reduced by such amount.


 


		(b)	Amount of the Drawdown



 


The Drawdown of the Borrower III
Acquisition Sub-Tranche must be made in its maximum amount, namely THIRTY-FIVE MILLION FIVE HUNDRED THOUSAND EUROS (€35,500,000).


 


		(c)	Drawdown Notice



 


In order to receive the Drawdown
of the Borrower III Acquisition Sub-Tranche, Borrower III/the Representative of the Borrowers, acting on behalf of Borrower III
shall submit a Drawdown Notice to the Agent at least five (5) Business Days prior to the date of the relevant Drawdown.


 


The Drawdown Notice, in order to
validly bind the Agent and the Lenders, must be served in the form annexed hereto as Schedule 2-B. A Drawdown Notice that
does not contain the information stipulated by the form of Drawdown Notice referred to above may in no circumstances result in
the Drawdown of the Borrower III Acquisition Sub-Tranche.


 


The Drawdown of the Borrower III
Acquisition Sub-Tranche shall be deemed to constitute the Borrowers’ repetition of the representations and warranties set
out Clause 13.


 


		2.5	Term



 


Without prejudice to the provisions
of Clauses 5.2(Mandatory prepayments), 5.3 (Voluntary prepayment) and 15 (Acceleration), the Facility (excluding
the VAT Tranche, which shall be cancelled on the VAT Final Repayment Date) shall be granted for a term of five (5) years expiring
on the Final Repayment Date, namely 29 December 2019.


 




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		3.	obligations of the parties



 


		3.1	Obligations of the Lenders



 


		3.1.1	Substance of the obligations of the Lenders



 


Subject to the terms and conditions
of the Agreement and in particular the satisfaction of all the conditions precedent set out in Clause 4(Conditions precedent)
and in consideration of the representations made and warranties given by the Borrowers and the Shareholders and the obligations
assumed by each one of them in accordance with the terms of the Finance Documents, the Original Lender undertakes to make the principal
of the Facility available to the Borrowers: (i) on the Signing Date in the case of Borrower I and Borrower II; and (ii)
during the Drawdown Period in the case of Borrower III.


 


The Agent shall keep an account
of the sums lent, the sums owed and the amounts paid to the Lenders pursuant to the Agreement. Such account recording the sums
lent by the Lenders in accordance with the terms of the Agreement may in no circumstances be deemed to constitute or be related
to any current account held with the Borrowers.


 


		3.1.2	No joint and several liability of the Lenders



 


The obligations of each one of
the Lenders in accordance with the terms of the Agreement and the other Finance Documents to which they are parties shall be joint
and not several or divisible; no Lender shall be liable for the obligations of another Lender in accordance with the terms of the
Agreement and the other Finance Documents to which they are parties; the default of one Finance Party in the context of the performance
of its obligations shall not release any other Finance Party from any one of its obligations or undertakings pursuant to the Agreement
and the other Finance Documents to which it is a party; neither the Agent nor the Security Agent shall be liable for the obligations
of any Lender pursuant to the Agreement and the other Finance Documents to which they are parties (save for their own obligations,
as the case may be, in their capacity as Lender).


 


		3.1.3	Separate rights



 


Irrespective of any other provision
of the Agreement (but without prejudice to the provisions of the Finance Documents which make any action or decision subject to
a Decision of the Lenders and which stipulate the representation of the Lenders by the Security Agent or the Agent in the context
of any legal action to be brought pursuant to the Finance Documents), the prerogatives of the Agent and the Lenders shall be separate
and the amounts payable to the latter shall constitute separate and independent receivables.


 




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		3.2	Obligations of the Borrowers



 


		3.2.1	Unconditional obligations of the Borrowers



 


The obligations of the Borrowers
pursuant to the Finance Documents shall be irrevocable and unconditional in accordance with the terms and conditions of the Finance
Documents. The default of any one of the Finance Parties in the context of the performance of its obligations shall not release
the Borrowers from their respective obligations or undertakings with regard to the other Finance Parties pursuant to the Agreement
and the other Finance Documents to which they are parties.


 


Each Borrower acknowledges that
any approval or consent given pursuant to the Agreement by the Original Lender in relation to the putting in place of the Facility
or the Finance Documents shall not constitute a representation or warranty of the Original Lender, the Agent, the Security Agent
or a Lender as to the appropriateness or effectiveness of such documents or the consideration offered by each Borrower pursuant
to the transaction contemplated thereby or an assessment of the commercial benefit for the Borrowers of being parties to the Finance
Documents.


 


		3.2.2	Joint and several liability between the Borrowers in the event of a direct or indirect sale of
a Property



 


		3.2.2.1	Principle and restrictions



 


		(A)	The obligations of the Borrowers pursuant to the Finance Documents shall be joint and several within
the meaning of Article 1200 of the French Civil Code, it being however specified that such joint and several liability may only
be invoked in accordance with the terms and subject to the restrictions of this Clause and those set out in the Subordination Agreement.



 


		(B)	Each Borrower shall be bound by the direct joint and several liability existing between the Borrowers,
pursuant to the Agreement, in the event of a direct or indirect sale of a Property (that is to say including in the event of a
sale of its shares), up to a cap corresponding to seventy per cent (70%) of the Residual Net Sale Proceeds, after the payment and
repayment by the relevant Borrower of all the sums payable to the Agent, the Security Agent and the Lenders pursuant to its Allocated
Acquisition Share (the Joint and Several Liability Maximum Amount).



 


		(C)	If, on the date of a direct or indirect sale of a Property by a Borrower (that is to say including
in the event of a sale of its shares, irrespective of whether such sale occurs when the Borrower is solvent or is involved in an
Insolvency Procedure), any sum is due and payable and unpaid under the Facility, then the relevant Borrower or, as the case may
be, the Representative of the Borrowers on behalf of the relevant Borrower or Borrowers(s), shall, concomitantly with receipt of
the Net Sale Proceeds, pay the Joint and Several Liability Maximum Amount (subject however to a cap corresponding to the sums that
are due and payable and unpaid by the other Borrowers) in the form of an advance granted pursuant to the Cash-Pooling Agreement,
with it being incumbent upon the Representative of the Borrowers, the holder of the Pooling Account, to concomitantly contribute,
by way of a Subordinated Loan, Equity in the same amount to the defaulting Borrower(s), so as to make it possible for it or them
to comply with their payment obligations pursuant to the Agreement in accordance with the terms of the Subordination Agreement,
in compliance with the provisions of Clause 3.2.2.2.



 




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		(D)	Accordingly, each Borrower shall be jointly and severally liable for the payment and repayment
of any sums that may be payable by another Borrower pursuant to the Finance Documents, up to the Joint and Several Liability Maximum
Amount, it being however specified that if any sum is due and payable and unpaid under the Facility by it or any other Borrower,
the liability of a Borrower bound by the joint and several liability under the Facility may only be invoked after such Borrower
has paid and repaid its own Secured Obligations that are due and payable.



 


		(E)	Such joint and several liability shall come to an end as between a Borrower affected by any one
of the events below and the remaining Borrowers who, as the case may be, remain bound by the Finance Documents:



 


		(i)	in the event of a sale by a Borrower of its Property or in the event of a sale of the securities
in the relevant Borrower, followed by the repayment of the sums owed pursuant to Clause 5.2.1 (Mandatory partial prepayments)
of the Agreement, including any Over-Amortisation, provided however that following such repayment, no amount that is due and payable
by it pursuant to the Agreement remains unpaid;



 


		(ii)	on the occurrence of an insured event, requisition or expropriation affecting the Property of a
Borrower followed by the repayment in full of the Outstanding Amount of the relevant Allocated Acquisition Share;



 


		(iii)	on the occurrence of a Property Acceleration Event followed by the repayment in full of the Outstanding
Amount of the relevant Allocated Acquisition Share; or



 


		(iv)	on the date on which all the other sums owed to the Agent, the Security Agent and the Lenders pursuant
to the relevant Allocated Share are paid and repaid in full;



 


In the circumstances
described in paragraphs (i) to (iv), the relevant Borrower shall no longer be deemed a Party to the Finance Documents.


 


		3.2.2.2	Relationship between the Borrowers in the event of the activation of the joint and several liability



 


In the circumstances described
in Clause 3.2.2.1. (C), the sums so distributed by a Borrower pursuant to the Cash-Pooling Agreement shall each year bear
interest at the maximum tax-deductible rate.


 


The Representative of the Borrowers
undertakes to keep an account at all times of any mutual debts and receivables that may exist between the Borrowers as a result
of such joint and several liability.


 


Throughout the term of the Agreement
and in any event until the repayment in full of the amounts representing principal, interest, fees, penalties, costs and ancillary
amounts under the Facility, each Borrower shall refrain from exercising any remedy whatsoever against another Borrower in connection
with sums distributed pursuant to the provisions of Clause 3.2.2.1.(C).


 




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		3.2.3	Indirect joint and several liability of the Borrowers in respect of Excess Cash



 


		(A)	In the context of the provisions of clause 2.5 of the Subordination Agreement, each Borrower undertakes
to make, when first requested to do so, any Distribution to its Majority Shareholder up to the amount of its Excess Cash, so that
such Distribution may be concomitantly contributed in the form of Equity to the defaulting Borrower(s), in order to make it possible
for them to meet their payment obligations pursuant to the Agreement and the Finance Documents.



 


		(B)	Without prejudice to paragraph (A), it is to the extent required specified that no Borrower shall
be bound by any obligation to directly pay its Excess Cash to another Borrower or the Lenders in order to make it possible for
such other Borrower to comply with its obligations pursuant to this Agreement.



 


		3.2.4	Provisions common to the direct and indirect joint and several liability of the Borrowers.



 


To the extent required it is specified
that the obligations referred to in this 3.2 shall not take effect until the Rueil Acquisition Date: (i) in the case of the obligations
of Borrower I and Borrower II with regard to Borrower III; and (ii) in the case of Borrower III with regard to Borrower I and Borrower
II.


 


		4.	Conditions Precedent



 


		4.1	Signature of the Agreement and availability of the Facility (save for the Borrower III Acquisition
Sub-Tranche)



 


The obligation incumbent upon the
Agent and the Original Lender to sign the Agreement and the obligation incumbent upon the Original Lender to make the Facility
(save for the Borrower III Acquisition Sub-Tranche) available to Borrower I and Borrower II on the Signing Date shall be subject
to the definitive prior or concomitant satisfaction of all the conditions listed in Schedule 3-A, which must be satisfactory
in both form and substance to the Agent.


 


		4.2	Availability of the Borrower III Acquisition Sub-Tranche



 


The obligation incumbent upon the
Agent and the Lenders to make the Borrower III Acquisition Sub-Tranche available to Borrower IIII shall be subject to the definitive
prior or concomitant satisfaction of all the conditions listed in Schedule 3-B, which must be satisfactory in both form
and substance to the Agent (in the absence of an express waiver given by the latter).


 


		4.3	Common conditions



 


The signature of the Agreement
and the obligation of the Original Lender to make available to each Borrower its Allocated Share under the Facility shall in addition
be subject on the Signing Date (in the case of the Allocated Shares of Borrower I and Borrower II) or on the Rueil Acquisition
Date (in the case of the Allocated Share of Borrower III) to the definitive prior or concomitant satisfaction of all the following
conditions:


 




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		a)	Fees / costs: the fees stipulated by Clause 8. (Fees) and the costs associated
with putting in place the financing referred to in Clause 20. (Costs, expenditure and registration) payable on the
Signing Date (to the extent that such costs have been duly invoiced and the invoices have been sent to the Borrowers prior to the
Signing Date) are paid irrevocably and in full prior to or on such date; and



 


		b)	No Acceleration Event: no Potential General Acceleration Event, Potential Property Acceleration
Event, General Acceleration Event or Property Acceleration Event or Material Adverse Event has occurred or subsists and shall not
occur as a result of the signature of the Agreement or the grant of the relevant Allocated Share.



 


		5.	Repayment of the facility



 


		5.1	Scheduled repayment



 


Subject to the provisions of Clauses
5.2 (Mandatory prepayments), 5.3 (Voluntary prepayment) and 15. (Acceleration), the Outstanding Amount
of the Facility, plus any other sums owed pursuant to the Finance Documents, must be repaid in full by each Borrower up to the
Outstanding Amount of its Allocated Share, no later than the Final Repayment Date.


 


		5.1.1	Acquisition Tranche



 


Subject to the provisions of Clauses
5.2 (Mandatory prepayments), 5.3 (Voluntary prepayment) and 15. (Acceleration), the Outstanding Amount
of the Acquisition Tranche (plus any other sums owed pursuant to the Finance Documents) must be repaid in full on the Acquisition
Tranche Final Repayment Date.


 


		5.1.2	VAT Tranche



 


Subject to the provisions of Clauses
5.2 (Mandatory prepayments), 5.3 (Voluntary prepayment) and15. (Acceleration), the Outstanding Amount
of the VAT Tranche must be repaid as and when refunds are made by the Public Treasury pursuant to applications for VAT refunds
submitted by the relevant Borrowers and, in any event, must be repaid in full no later than the VAT Tranche Final Repayment Date,
using, where necessary, Equity made available to Borrower I and/or Borrower II.


 


It is specified that any VAT refund
made by the Public Treasury and paid directly into the Agent Account on account of the Receivables Assignment covering VAT receivables,
shall immediately reduce by a corresponding amount the Outstanding Amount of the VAT Tranche.


 


Save for those VAT refunds made
by the Public Treasury to the Agent on an Interest Payment Date (which shall be allocated on the very same day by the Agent to
repay the Outstanding Amount of the VAT Tranche), any VAT refunds made by the Public Treasury and paid to the Agent pursuant to
the relevant Receivables Assignment shall be credited to the Agent Account and allocated in the form of a Cash Pledge to the Lenders
until the following Interest Payment Date, in accordance with the terms and conditions of Clause 5.7. (Terms and conditions
common to prepayments).


 




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In addition, the Outstanding Amount
of the VAT Tranche must be immediately repaid by the relevant Borrower in the amount of any VAT received by it on Rents and on
any other Revenues of such Borrower in connection with the operation of the Property belonging to it and which the Borrower may
legally and immediately set off against a deductible VAT credit.


 


		5.2	Mandatory prepayments



 


		5.2.1	Mandatory partial prepayments



 


		5.2.1.1	In the event of the direct or indirect sale of a Property



 


		(A)	Provided that the relevant sale is a Permitted Sale (if it is not, the Lenders shall not be obliged
to release the relevant Security Interests) and subject to the provisions of Clause 5.2.2 (Mandatory prepayment of the Facility
in full) below, in the event of a direct or indirect sale of one or more Properties, including in the event of a direct or
indirect sale of the shares comprising the share capital of any one of the Borrowers:



 


		c)	the Outstanding Amount of the Allocated Acquisition Share of the Borrower whose Property is sold
or whose shares are sold must be repaid in full by the relevant Borrower; and



 


		d)	the Outstanding Amount of the principal under the Facility must be repaid by the other Borrowers
(or by the Representative of the Borrowers on their behalf) in a total amount corresponding to the applicable Over-Amortisation
(with each other Borrower being obliged to pay the share of the Over-Amortisation allocated to it in accordance with paragraph
(C) below).



 


		(B)	The repayment the relevant Allocated Acquisition Share, the payment of the Prepayment Fee (as the
case may be) and the Over-Amortisation referred to in paragraph (A) above shall take place concomitantly with the transfer of title
to the relevant Property or the relevant shares and shall be made out of the relevant Net Sale Proceeds and, as the case may be,
the Excess Cash of the relevant Borrower and/or any supplementary Equity on the date of relevant sale.



 


		(C)	The Over-Amortisation shall be allocated to repay the Outstanding Amount of the principal of each
Allocated Acquisition Share and shall be allocated between the relevant Borrowers in proportion to the share represented by the
Outstanding Amount of the principal of their respective Allocated Acquisition Shares in the Outstanding Amount of the principal
of the Acquisition Tranche.



 


		(D)	Within a period of five (5) Business Days from the date of the request of the relevant Borrower,
the Agent, acting on behalf of the Lenders, shall provide it with an agreement releasing the Security Interests granted by such
Borrower and the Security Interest over the shares comprising its share capital. Such agreement shall stipulate the precise amount
of the sums to be repaid and shall be subject to the payment of the sums owed on the signing date of the relevant deed of sale.



 




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		(E)	The Agent, acting on behalf of the Lenders, undertakes in addition to execute a deed recording
the definitive release of the Security Interests granted by the relevant Borrower and the Security Interest over the shares comprising
its share capital, in consideration for the repayment of the sums referred to in paragraph (A) above and the payment by the relevant
Borrower of any sums due and payable in respect of the Allocated Share of the relevant Borrower pursuant to the Finance Documents.



 


		5.2.1.2	On the occurrence of a Property Acceleration Event



 


		A)	On the occurrence of a Property Acceleration Event, the Outstanding Amount of the Allocated Acquisition
Share of the Borrower who is the owner of the affected Property must be repaid in full by such Borrower.



 


		B)	Subject to the provisions of Clause 5.7. (Provisions common to repayments), the repayment
referred to in paragraph (A) above shall be made within a period of five (5) Business Days from the notification by the Agent of
the relevant Property Acceleration Event to the Representative of the Borrowers.



 


		C)	For all intents and purposes, it is specified that the release of the Security Interests (including
those granted over the securities of a Borrower who repays in full the Outstanding Amount of its Allocated Share) may only take
place concomitantly with the repayments referred to above and the payment of any sums due and payable by the relevant Borrower
pursuant to the Finance Documents.



 


		5.2.1.3	On the occurrence of an insured event affecting a Property



 


		(A)	Total insured event



 


On the occurrence of an insured
event (x) causing the total destruction of a Property or (y) resulting in the termination of a Lease,14 the Borrower
who is the owner of such Property undertakes to prepay the Outstanding Amount of its Allocated Share.


 


Such repayment shall take place
on the date of the payment of the insurance proceeds payable pursuant to the all risks section of the insurance policies covering
all or part of the relevant Property (it being specified that if the amount of the insurance proceeds received that is allocated
to make the required repayment does not allow the repayment the Outstanding Amount of its Allocated Share in the entire amount
referred to above at the latest one hundred and eighty (180) calendar days from the date of the occurrence of the insured event
or on the Final Repayment Date, if earlier, the relevant Borrower shall be required to repay immediately the balance of such amount
using Equity).


 


		(B)	Material partial insured event



 


On the occurrence of an insured
event other than those referred to in paragraph (A) above resulting in a payment of insurance proceeds to the relevant Borrower
in an amount of at least TWO HUNDRED THOUSAND EUROS (€200,000), the Borrower undertakes to prepay the Outstanding Amount of
its Allocated Share, insofar as the Borrower:


 





 



 


14 Subject to a review of the Leases
(insured events clause).


 




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		(i)	has not delivered and notified to the Agent within a period of ninety (90) calendar days from the
occurrence of the insured event:



 


		-	a certificate issued by the relevant insurance company confirming that the insurance proceeds to
be paid pursuant to the insurance policy in force (containing an all risks section and loss of rents cover for a period of 36 months)
shall be equal to the reinstatement value or, as the case may be, the reconstruction value, less any loss retention amounts applicable
to the insurance policy in force, and less, as the case may be, any amount resulting from the application of a dilapidation coefficient
for the relevant Property, and accordingly that the insurance proceeds to be received pursuant to the relevant policy, plus, as
the case may be, any Equity necessary (duly evidenced to the Agent), shall cover the cost of the repair/reconstruction works necessary
to remedy the insured event; and



 


		-	its decision to allocate the aforementioned insurance proceeds to remedy the insured event; and



 


		-	in the event of a decision to allocate the aforementioned insurance proceeds to remedy the insured
event, satisfactory documentary evidence of the contribution to it of sufficient Equity to compensate for the application of the
aforementioned dilapidation coefficient (insofar as one is applicable), attaching a certificate issued by a firm of architects
of good reputation confirming that the works to be undertaken to remedy the insured event are capable of being completed, in the
absence of force majeure and subject to the grant of the required administrative authorisations, if any are necessary: (x) within
a period of thirty (30) months from the date of the occurrence of the insured event; or (y) one hundred and eighty (180) calendar
days before the Final Repayment Date, if earlier;



 


		(ii)	has not evidenced to the Agent within a period of one hundred and eighty (180) calendar days from
the occurrence of the insured event that it has filed the required Administrative Authorisations;



 


		(iii)	has not delivered to the Agent immediately upon its grant any Administrative Authorisation relating
to the repair works, it being specified that the Administrative Authorisations must be obtained by a date making it possible to
complete the relevant works within in the periods stipulated by this clause and in any event to have such works completed six (6)
months before the Final Repayment Date; and



 


		(iv)	has not evidenced to the Agent that the repair works have been completed within a period of thirty
(30) months from the occurrence of the insured event (or before the Final Repayment Date, if earlier).



 


Such repayment shall take place
on the expiry of each one of the aforementioned periods in the event of non-compliance with the relevant obligations by the relevant
Borrower.


 




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To the extent required it is specified
that should the relevant Borrower exercise in accordance with the foregoing its option to rebuild or carry out works on its Property,
then the Agent or the Security Agent, as the case may be, shall without delay pay to the Borrower, as and when they are received
(and provided that the Borrower has previously evidenced to the Agent that the share of Equity necessary to remedy the insured
event has been previously contributed to it), the insurance proceeds received by it from the insurance companies and which were
then credited to the Agent Account, in order to make it possible for the relevant Borrower to proceed with such reconstruction
or works; the Borrower undertakes to deliver to the Agent prior to each payment request any documentary evidence pertaining to
the use of the sums to complete such works.


 


		(C)	Other insured events



 


On the occurrence of an insured
event other than those referred to in paragraph (A) resulting in a payment of insurance proceeds in an amount that is less than
TWO HUNDRED THOUSAND EUROS (€200,000) in connection with the relevant Property, the Borrower who is the owner of the Property
shall not be required to make any repayment under the Facility. The Agent or the Security Agent, as the case may be, shall pay
to the Borrower the insurance proceeds received by it from the insurance companies which were then credited to the Agent Account,
in order to make it possible for the Borrower to proceed with the relevant works, it being specified that the Borrower undertakes
to evidence to the Agent, when first requested to do so, the use to which it puts insurance proceeds.


 


Should no General Acceleration
Event or Potential General Acceleration Event have occurred and subject to compliance with the Financial Ratios on such date (it
being specified that the LTV Ratio shall be calculated on the basis of the “completion” value of the relevant Property),
any balance of the insurance proceeds standing to the credit of the Agent Account on the date on which the works remedying the
insured event are completed shall be returned to the Borrower by the Agent or the Security Agent, as the case may be.


 


		5.2.1.4	In the event of the expropriation or requisition of any one of the Properties



 


		D)	Should a requisition or expropriation instigated against all or part of a Property become definitive
and enforceable, the Outstanding Amount of the Allocated Acquisition Share of the Borrower who is the owner of the Property
affected by such expropriation or requisition procedure must be repaid in full by such Borrower.



 


		E)	Subject to the provisions of Clause 5.7 (Provisions common to repayments), the repayment
referred to in paragraph (A) above shall take place no later than the Interest Payment Date immediately following the date on which
the compensation paid in the context of the relevant procedure are received by the relevant Borrower or by the Agent (as a result
of the notification of the Receivables Assignment covering such compensation).



 


		5.2.1.5	In the event of Non-Compliance with a Blocking Financial Ratio



 


		(A)	In the event of Non-Compliance with a Blocking Financial Ratio being determined on three (3) consecutive
Calculation Dates, the amount of the Financial Ratios Cash Pledge granted pursuant to the provisions of Clause 12.8.1 (Financial
Ratios Cash Pledge) by each Borrower shall be allocated by the Agent to partially prepay the Outstanding Amount of the Acquisition
Tranche on such third consecutive Calculation Date.



 




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		(B)	In the event of Non-Compliance with a Blocking Financial Ratio being determined on four (4) consecutive
Calculation Dates, the amount of the Financial Ratios Cash Pledge granted pursuant to the provisions of Clause 12.8.1 (Financial
Ratios Cash Pledge) by each Borrower shall be allocated by the Agent to partially prepay the Outstanding Amount of the Acquisition
Tranche on such fourth consecutive Calculation Date.



 


		(C)	In the event of Non-Compliance with a Blocking Financial Ratio being determined on five (5) consecutive
Calculation Dates, the amount of the Financial Ratios Cash Pledge granted pursuant to the provisions of Clause 12.8.1 (Financial
Ratios Cash Pledge) by each Borrower shall be allocated by the Agent to partially prepay the Outstanding Amount of the Acquisition
Tranche on such fifth consecutive Calculation Date, it being specified that if, following such repayment(s):



 


		-	the Portfolio LTV Ratio remains between 57.5% (inclusive) and 62.5% (inclusive); or



 


		-	an LTV Ratio remains between 62.5% (inclusive) and 67.5% (inclusive); or



 


		-	the Portfolio ICR Ratio remains between 200% (inclusive) and 250% (inclusive);



 


then the Borrowers and/or the Representative
of the Borrowers shall in any event immediately repay the Outstanding Amount of the Acquisition Tranche using any Equity, in an
amount making it possible following such repayment to ensure that: (i) the Portfolio LTV Ratio is below 57.5%; and (ii) each LTV
Ratio is below 62.5%; and (iii) the Portfolio ICR Ratio is above 250%.


 


		5.2.1.6	In the event of Non-Compliance with a Default Financial Ratio



 


If on any date whatsoever:


 


		(i)	the Portfolio ICR Ratio is below 200%; or



 


		(ii)	an LTV Ratio is above 67.5%; or



 


		(i)	the Portfolio LTV Ratio is above 62.5%;



 


(with any such situation being
referred to hereinafter as Non-Compliance with a Default Financial Ratio), then the relevant Borrower (in the event of non-compliance
with the LTV Ratio for its Property) or each Borrower (in the event of non-compliance with the Portfolio ICR Ratio or the Portfolio
LTV Ratio) and/or the Representative of the Borrowers shall within five (5) Business Days repay the Outstanding Amount of the Acquisition
Tranche using any Equity, in an amount making it possible following such repayment to ensure that: (i) the Portfolio LTV Ratio
is below 57.5%; and (ii) each LTV Ratio is below 62.5%; and (iii) the Portfolio ICR Ratio is above 250%.


 


		5.2.2	Mandatory prepayment of the Facility in full on a Change of Control



 


		A)	On a Change of Control, the Borrowers shall immediately repay in full the Outstanding Amount of
the principal under the Facility, plus any other sums owed pursuant to the Agreement and the other Finance Documents (including
the applicable Prepayment Fee, in accordance with the provisions of Clause 5.6 (Prepayment Fee), as the case may be). For
all intents and purposes it is specified that the Security Interests may only be released concomitantly with the repayment in full
of the Outstanding Amount of the principal under the Facility and the payment of any sums due and payable pursuant to the Finance
Documents.



 




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		B)	The Representative of the Borrowers shall, should it be aware of an event or plan giving rise to
a mandatory prepayment event referred to in paragraph (A) above, inform the Agent thereof and notify to it, subject to a notice
period of at least ten (10) Business Days, the planned date of such prepayment. The aforementioned notice shall be definitive and
shall irrevocably bind the Borrowers, provided that during such period there occurs no event calling the Change of Control or the
date of its occurrence into question, in which case the Representative of the Borrowers shall inform the Agent promptly thereof.
The Agent shall promptly inform the Lenders that it has received such notice.



 


		5.3	Voluntary prepayment



 


		A)	Any Borrower (or the Representative of the Borrowers acting on behalf of one or more Borrowers)
may at any time prepay to the Lenders in full or in part the Outstanding Amount of the Facility in the minimum total amount of
one million Euros (€1,000,000) and beyond such amount in multiples of two hundred thousand Euros (€200,000), or in any
other amount to the extent that such amount corresponds to the entirety of the Outstanding Amount of the Facility. If such repayment
does not take place on an Interest Payment Date, the provisions of Clause 19. (Indemnification obligations) shall
apply.



 


		B)	Any voluntary prepayment pursuant to this Clause must be notified at least ten (10) Business Days
in advance to the Agent by the Representative of the Borrowers. The Agent shall promptly inform the Lenders that it has received
such a notice. Any notice sent to the Agent with a view to making a voluntary prepayment shall be definitive and may not be withdrawn.



 


		C)	Any voluntary prepayment made by a Borrower shall be set off against the Outstanding Amount of
the principal of its Allocated Share. Any voluntary prepayment made by the Representative of the Borrowers shall be set off, at
the discretion of the Representative of the Borrowers, against the Outstanding Amount of the Allocated Share of a Borrower or the
Allocated Shares of the Borrowers stipulated by it.



 


		5.4	Replacement and voluntary prepayment and cancellation with regard to a Lender



 


		A)	If:



 


		a)	a sum owed to a Lender by a Borrower must be grossed-up pursuant to the provisions of paragraph
(c) of Clause 11.2. (Gross-up) or any equivalent provision in the Finance Documents; or



 


		b)	a Lender requests that a Borrower indemnify it pursuant to the provisions of Clause 11.3 (Tax
indemnity) or Clause 16.1. (Increased costs); or



 




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		c)	an amount owed to any one of the Lenders by a Borrower pursuant to a Finance Document is not or
will not be treated (at the time of a corporation tax calculation) as a deductible cost or expense of the Borrower on the grounds
that such amount: (i) is being paid or is owed to a Lender incorporated, domiciled or acting through a Facility Office located
in a Non-Cooperating State or Territory; or (ii) is being paid into an account opened in the name or on behalf of such Lender with
a financial institution located in a Non-Cooperating State or Territory;



 


the Representative of the Borrowers
may, as long as the situation giving rise to such increased cost, indemnity or non-deductibility subsists, by means of a notice
served on the Agent, notify either the intention of the Borrowers (and only the intention of all the Borrowers) to repay the participation
of such Lender under the Facility, namely the intention of the Borrowers (and only the intention of all the Borrowers) to replace
such Lender in accordance with paragraph (C) below.


 


		B)	Each one of the Borrowers shall repay the participation of such Lender in the Outstanding Amount
of its Allocated Share under the Facility on the last day of the Interest Period during which the date of the repayment notice
referred to in paragraph (A) above falls, or, if earlier, on the date stipulated by the Representative of the Borrowers in the
notice. It must pay all sums owed (including any applicable increased costs that accrue before the relevant repayment date).



 


		C)	The Borrowers may, in the circumstances described in paragraph (A) above and provided that they
serve notice thereof on the Agent and such Lender fifteen (15) Business Days in advance, replace such Lender by requesting that
it transfer (and such Lender hereby undertakes to transfer, insofar as it is permitted to do so by the law) in accordance with
Clause 17(Benefit) all (and not merely part) of its rights and obligations pursuant to this Agreement to a Lender or another
bank or credit institution selected by the Representative of the Borrowers which meets criteria making it possible for the Agent
to guarantee its compliance with the Money Laundering Legislation and the procedures put in place by the latter to ensure compliance
with the Money Laundering Legislation, and which confirms its intention to assume and does assume all the obligations of the transferring
Lender in accordance with Clause 17 (Benefit) for a transfer price payable in full and in cash on the transfer date equal
to the outstanding principal of the participation of such Lender under the Facility, as well as any accrued interest, Break Costs
and any other amount owed in such regard pursuant to the Finance Documents (including any applicable increased costs that accrue
before the relevant transfer date).



 


		D)	The replacement of a Lender in accordance with paragraph (C) above shall be subject to the following
conditions:



 


		a)	neither the Agent nor any Lender shall be obliged to find a replacement Lender;



 


		b)	any Lender replaced pursuant to paragraph (C) above shall in no circumstances be obliged to pay
or return any part of the fees received by it in accordance with the terms of the Finance Documents.



 


		5.5	Other prepayment events



 


Other prepayment events may also
exist pursuant to the provisions of Clauses 7.3 (Market disruption), 7.4 (Non-publication), 11 (Tax) and 16
(New circumstances).


 




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		5.6	Prepayment Fee



 


Any voluntary prepayment of the
Outstanding Amount of the Facility made pursuant to Clause 5.3 (Voluntary prepayment) (unless the relevant voluntary prepayment
is intended to remedy any non-compliance with a Financial Ratio) or Clause 5.2.2. (Mandatory prepayment of the Facility
in full on a Change of Control) shall on the relevant repayment date be accompanied by the payment, by the relevant Borrower
(or the Borrowers, as the case may be) to the Agent acting on behalf of the Lenders, of a prepayment fee (the Prepayment Fee)
equal to:


 


		a)	one per cent (1%) of the amount repaid, if the repayment is made between the Signing Date and the
first anniversary of the Signing Date (inclusive);



 


		b)	zero point seven five per cent (0.75%) of the amount repaid, if the repayment is made between the
first anniversary of the Signing Date (exclusive) and the second anniversary of the Signing Date (inclusive);



 


		c)	zero point five per cent (0.5%) of the amount repaid, if the repayment is made between the second
anniversary of the Signing Date (exclusive) and the third anniversary of the Signing Date (inclusive); and



 


		d)	zero point two five per cent (0.25%) of the amount repaid, if the repayment is made between the
third anniversary of the Signing Date (exclusive) and the Final Repayment Date;



 


whatever the origin of the funds
having made such repayment possible, it being understood that the Prepayment Fee referred to above shall also be payable, in accordance
with the same terms and conditions, on: (i) an automatic cancellation, provided that it is not a cancellation of the Borrower III
Acquisition Sub-Tranche; or (ii) a voluntary cancellation, provided that it is not a cancellation of the Borrower III Acquisition
Sub-Tranche or the Facility.


 


		5.7	Provisions common to repayments



 


		A)	Amounts prepaid pursuant to this Clause 5. (and more generally any amount repaid pursuant
to any provision of the Agreement) may not be reborrowed by the Borrowers.



 


		B)	Without prejudice to the provisions of Clause 5.6 above, any prepayment may be made without any
other penalty, cost or expense being incurred by the Borrowers, to the extent that such repayment is made on an Interest Payment
Date .



 


If any such repayment is not made
on an Interest Payment Date, the provisions of Clause 19 (Indemnification obligations) shall apply. If, following a direct
or indirect sale of a Property (Clause 5.2.1.1) an insured event (Clause 5.2.1.3.) or an expropriation or requisition (Clause
5.2.1.4.), the sale proceeds, the insurance proceeds and/or, as the case may be, any compensation paid in respect of the
expropriation or requisition are received by the relevant Borrower on a date which is not an Interest Payment Date, the latter
may, as it sees fit, either:


 




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		a)	allocate such amounts immediately to repay the Outstanding Amount of its Allocated Share and, as
the case may be, any applicable Over-Amortisation; in such a case the provisions of Clause 19 (Indemnification obligations)
shall apply;



 


		b)	in order to avoid being required to pay any Break Costs, allocate such amounts to repay the Outstanding
Amount of its Allocated Share and, as the case may be, any applicable Over-Amortisation, on the Interest Payment Dates following
the date on which it receives the sale proceeds or such insurances proceeds or compensation, provided however that such sale proceeds
or such insurances proceeds or compensation are immediately paid into an account in the name of the Agent on behalf of the Lenders
and retained by the Agent by way of a Cash Pledge until the following Interest Payment Dates, on which date the Cash Pledge shall
be allocated to repay the Outstanding Amount of the Allocated Share relating to the relevant Property and, as the case may be,
the amount of any applicable Over-Amortisation.



 


		C)	Any repayment of the Outstanding Amount of the Facility, a Tranche or all or part of an Allocated
Share shall be accompanied by the payment to the Agent on behalf of the Lenders of all the sums owed by way of interest, default
interest, fees, costs and ancillary amounts, in connection with the amount repaid by the relevant Borrowers(s) pursuant to the
Agreement.



 


		D)	Following any partial prepayment to which the provisions of Clause 5.2.1 are relevant or any voluntary
prepayment, the Agent shall deliver to the Representative of the Borrowers a table summarising the position with regard to each
Allocated Share.



 


		6.	Cancellation



 


		6.1	Automatic cancellation



 


The amount of
the Facility (save for the Borrower III Acquisition Sub-Tranche) that is undrawn on the Signing Date shall be automatically and
definitively cancelled on such date, and the commitment of the Lenders corresponding to the cancelled amount shall be automatically
cancelled.


 


The amount of
the Borrower III Acquisition Sub-Tranche that is undrawn on the last day of the Drawdown Period shall be automatically and definitively
cancelled, and the commitment of the Lenders corresponding to the cancelled amount shall be automatically cancelled.


 


		6.2	Voluntary cancellation 



 


Borrower III
may at any time cancel all or part of the undrawn amount of the Borrower III Acquisition Sub-Tranche (in however the minimum amount
of €1,000,000), provided that: (i) it has confirmed in writing to the Agent that it has definitively abandoned its plans to
acquire the Rueil Property; or (ii) it has evidenced to the Agent that the amount available after such cancellation under the Borrower
III Acquisition Sub-Tranche shall remain sufficient to acquire the Rueil Property given its equity, documentary evidence of which
it may also provide to the Agent.


 




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Any cancellation
pursuant to paragraph (ii) above shall be notified at least five (5) Business Days in advance to the Agent by the Representative
of the Borrowers or Borrower III. Any voluntary cancellation notice served on the Agent shall be definitive and may not be withdrawn.


 


		6.3	Provisions common to cancellations



 


Each cancellation shall be definitive.
The cancelled amounts of the Facility may not be borrowed by any one of the Borrowers.


 


The fees paid in respect of any
cancelled amount of the Facility shall be definitively retained by their recipients.


 


Any cancellation
pursuant to this Clause 6 shall result in the payment of the Prepayment Fee referred to in Clause 5.6. (Prepayment Fee).


 


		7.	IntereSt



 


		7.1	Interest



 


Each Borrower shall pay to the
Agent, on behalf of the Lenders on each Interest Payment Date, interest on the Outstanding Amount of the principal of the Allocated
Share of the relevant Borrower calculated on the basis of the applicable Interest Rate.


 


The interest payable on the Outstanding
Amount of the principal shall be payable in arrears on each Interest Payment Date. It shall be determined by the Agent on the basis
of the Interest Rate and calculated by the Agent for each Interest Period.


 


At least ten (10) Business Days
prior to each Interest Payment Date, the Agent shall notify the amount of interest payable by the Borrowers on the Outstanding
Amount of the principal of their Allocated Share to the Representative of the Borrowers, who shall immediately inform the Borrowers
thereof.


 


Interest shall be calculated by
the Agent on the basis of the precise number of days that have passed since the last day (inclusive) of the previous Interest Period
until the last day (exclusive) of the current Interest Period, on the basis of a year with three hundred and sixty (360) days.


 


		7.2	Determination of Interest Periods



 


		A)	Any Interest Period used as the basis for calculating interest shall have a term of three (3) months
beginning on one Interest Payment Date (inclusive) and ending on the following Interest Payment Date (exclusive).



 


		B)	By way of an exception to the foregoing:



 


		(i)	in the case of the Acquisition Tranche (excluding the Borrower III Acquisition Sub-Tranche) and
the VAT Tranche:



 




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		-	the first Interest Period applicable to
the Acquisition Tranche (excluding the Borrower III Acquisition Sub-Tranche) and the VAT Tranche shall begin on the Signing Date
and end on 15 April 2015 (exclusive);



 


		-	the last Interest Period shall in any
event end on the relevant Final Repayment Date.



 


		(ii)	in the case of the Borrower III Acquisition Sub-Tranche, the first Interest Period applicable to
the Borrower III Acquisition Sub-Tranche shall begin on the date on which the Drawdown of such sub-tranche may be made by Borrower
IIII and shall end:



 


		-	on the following Interest Payment Date
(exclusive), if the date on which the Drawdown may be made falls more than fifteen (15) Business Days before the following Interest
Payment Date; or



 


		-	on the second Interest Payment Date following
such date on which the Drawdown may be made, if the date on which the Drawdown may be made falls fifteen (15) Business Days or
less before the following Interest Payment Date. 



 


			The last Interest Period shall in any event end on the Final Repayment Date.



 


		7.3	Market disruption



 


If, before the close of business
in Paris and Munich two (2) TARGET Days prior to the first day of an Interest Period (an Affected Interest Period), one
or more Lenders whose participations in the Outstanding Amount of the principal under the Facility represent more than thirty-five
per cent (35%) of the Outstanding Amount of the principal under the Facility, inform the Agent that on the European interbank market
the cost of obtaining matching deposits would exceed the Reference Rate, the interest rate applicable to the participation of each
Lender in the Outstanding Amount of the principal under the Facility during the Affected Interest Period shall be the sum of:


 


		i)	the Applicable Margin; and



 


		ii)	the annual percentage rate corresponding to the costs borne by such Lender in order to finance
its participation in the Outstanding Amount of the principal under the Facility by any reasonable means selected by it, and such
rate shall be notified to the Agent as soon as possible and in any event prior to the date on which the interest payable in respect
of the Affected Interest Period is due; and



 


		iii)	any Mandatory Costs that are applicable, as the case may be, to the participation of such Lender
in the Outstanding Amount of the principal under the Facility.



 


On receipt of the aforementioned
notice from one or more Lenders, the Agent shall notify the Representative of the Borrowers, who shall immediately inform the Borrowers
thereof (the Notice). If the Agent or the Representative of the Borrowers so requests, the Agent and the Representative
of the Borrowers shall commence negotiations (the duration of which may not exceed thirty (30) calendar days) in order to agree
on an alternative basis for calculating the interest rate. Any basis for calculation agreed upon in accordance with this paragraph
shall be binding on all the Parties, provided that the prior approval of all the Lenders and the Representative of the Borrowers
has been obtained.


 




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		7.4	Non-publication



 


		A)	If for any reason EURIBOR or EONIA is no longer published on a date on which the Reference Rate
must be determined, the Agent shall without delay inform the Representative of the Borrowers thereof, who shall then immediately
inform the Borrowers by any means, and the following provisions shall apply:



 


		a)	should an index substituted for EURIBOR or EONIA be published under the aegis of the European Banking
Federation, such index shall be immediately applicable;



 


		b)	should no index be identified, the reference index shall be equal to the mathematical average (rounded
up, as the case may be, by one-sixteenth of a per cent (1/16%)) of the rates notified to the Agent in writing at or around
eleven (11.00) am (Paris time) by each one of the Reference Banks or at least two (2) of them for Euro transactions in an amount
equal to the Facility and with the same term;



 


		c)	should one (1) Reference Bank not have notified its rate to the Agent at or around eleven (11.00)
am (Paris time) on the same day, EURIBOR or EONIA shall be determined by the Agent on the basis of the rates notified in writing
by the other Reference Banks; and



 


		d)	should at least two (2) Reference Banks not have notified their rates to the Agent in accordance
with the above conditions, the Parties have agreed to apply the procedure described in paragraph 7.3



 


Notwithstanding the foregoing, the
Borrowers may at any time, once the Agent has determined the interest rate in accordance with the provisions of paragraph (A) above
and provided that such rate continues to be applicable, notify to the Agent (on an irrevocable basis), within a period which may
not be shorter than five (5) Business Days, the intention of the Borrowers to prepay the Outstanding Amount of the Facility and
to pay all the sums owed pursuant to the Agreement within a period which may not exceed twenty (20) Business Days.


 


		7.5	Effective Global Rate



 


		(A)	In order to satisfy the requirements of Articles L. 313-1 and L. 313-2 of the French Consumer Code
and Article L. 313-4 of the French Monetary and Financial Code, and for such purpose alone, the Agent notifies on an illustrative
basis to Borrower III, who accepts, that the effective global rate and the period rate applicable to its Allocated Share under
the Additional Tranche may be determined on the basis of a year of three hundred and sixty-five (365) days, at nine point zero
thirty-one per cent (9.031%) per annum, equal to a period rate of two point one hundred and eighty-five per cent (2.185%) for a
three (3) month period.



 




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This rate was calculated assuming:
(i) the EURIBOR of the first Interest Period at the rate of zero point zero forty-five per cent (0.045%) per annum on 23 February
2015, plus the Applicable Margin of the Additional Tranche of 7.50% per annum, (ii) the utilisation of the entire Additional Tranche
from the Date of Amendment N°1 until the Final Repayment Date, and (iii) the scheduled repayment of the Outstanding Amount
of the Additional Tranche in accordance with the provisions of Amendment N°1.


 


		(B)	Each effective global rate is provided on an indicative basis and shall not be binding upon the
Agent or the Lenders with regard to the future.



 


With regard to
the future, the Lenders and the Borrowers acknowledge expressly that, on account of the specific nature of the provisions of the
Agreement and in particular on account of the application of a variable rate, it has been impossible to determine an effective
global rate for the Facility for the entire term of the Agreement.


 


However the Borrowers
acknowledge that they have personally made all the calculations deemed necessary by them to assess the overall cost of the Facility.


 


		7.6	Default interest



 


		A)	Without prejudice to the Acceleration of the Facility in accordance with the provisions of Clause 15
(Acceleration), and subject to that which is permitted by the applicable law, any sum owed pursuant to the Finance Documents
(other than the Hedging Agreement) that is not paid on its due date shall bear interest, automatically and without any prior notice
being required, from its due date at a rate equal to the sum of: (i) the applicable EONIA for each full day of delay, plus; (ii)
the Applicable Margin, plus; (iii) three per cent (3%) per annum, applied to the precise number of full days between the due date
and the effective payment date, on the basis of a year with three hundred and sixty (360) days.



 


		B)	The collection of default interest, which shall be payable at any time pursuant to a simple request
of the Lenders, shall not imply the grant of any payment periods or waiver of any right whatsoever granted to the Lenders by the
Finance Documents.



 


		7.7	Capitalisation



 


Any interest that is owed by a
Borrower for a full year with effect from its due date shall be capitalised in accordance with Article 1154 of the French Civil
Code and shall produce interest in accordance with the conditions of Clause 7.6 (Default interest) above.


 


		8.	FEES



 


		8.1	Arrangement fee



 


The Borrowers shall be required
to pay to the Arranger on the Signing Date an arrangement fee, the amount and terms and conditions of payment of which shall be
set out in a separate letter signed prior to the Signing Date by the Borrowers and delivered to the Arranger.


 




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		8.2	Agent fee



 


Each one of the Borrowers shall
be required to pay to the Agent on its own behalf and in proportion to the amount of its Allocated Share an agent fee, the amount
and terms and conditions of payment of which shall be set out in a separate letter signed prior to the Signing Date by the Borrowers
and the Agent.


 


		8.3	Prepayment Fee



 


The Borrowers undertake to pay
to the Agent on behalf of the Lenders the Prepayment Fee in accordance with the conditions of Clause 5.6


 


		8.4	Commitment fees



 


Borrower IIII undertakes to pay
to the Agent on behalf of the Lenders a commitment fee calculated at the rate of zero point nine per cent (0.9%) per annum of the
amount representing the principal of the Borrower III Acquisition Sub-Tranche which is not utilised, on the basis of the precise
number of full days that pass and a year with three hundred and sixty (360) days.


 


Such fee shall be payable in arrears
during the Drawdown Period on each Interest Payment Date and on the last day of the Drawdown Period.


 


		9.	Bank accounts and allocation of revenues



 


		9.1	Operating Accounts



 


		9.1.1	Payments into the Operating Accounts



 


Each Borrower undertakes to keep
its Operating Account open with the Accounts Bank throughout the term of the Agreement and to make use thereof in accordance with
the provisions of this Clause.


 


Each Borrower undertakes to pay
with effect from the Signing Date all its Revenues into its Operating Account (save for any Revenues constituting the subject-matter
of the notified Receivables Assignments, the notified Receivables Pledges and the Insurance Delegations, which shall, as applicable,
be paid directly to the Agent on behalf of the Lenders into the Agent Account) so that they may be allocated in accordance with
the provisions of Clause 9.2 hereinafter.


 


Insofar as it acts in accordance
with the provisions of Clause 9.1.2 (Allocation of payments from the Operating Accounts) below, the relevant Borrower may
give any instructions to the Accounts Bank to debit the relevant Operating Account.


 


It is specified here that each
Borrower shall collect the Rents but that pursuant to the effects of the Receivables Assignments, the Lenders shall upon the signature
of the relevant Dailly Assignment Slips become the owners of all the receivables constituted by the Rents payable by the Tenants.
This shall also be the case for all the other Assigned Receivables, which shall become the property of the Lenders upon the signature
of the relevant Dailly Assignment Slip, notwithstanding any instructions given to the Borrower to credit the amounts of such receivables
(including the receivables constituted by Rents) to the Operating Account, as long as the relevant Receivables Assignments are
not notified to the relevant Assigned Debtors, in accordance with the provisions of Clause 12.3 hereinafter. It is recalled that
with effect from such notification, the proceeds of the Receivables Assignments shall be paid directly into the Agent Account.


 




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The Operating Account of each Borrower
shall be pledged to the Finance Parties in accordance with the terms of Clause 12.5.


 


		9.1.2	Allocation of payments from the Operating Accounts



 


		A)	Between two Interest Payment Dates (exclusive) and as long as no Acceleration has been declared,
the amounts standing to the credit of the Operating Account shall be reserved and then allocated by the relevant Borrower to pay
on their due dates in the following order:



 


		1)	any VAT payable by the relevant Borrower to the tax authorities over the ongoing Interest Period;



 


		2)	any Operating Expenditure that is due and payable over the ongoing Interest Period in the amounts
stipulated by the latest Budget delivered to the Agent in accordance with Clause 14.1.2.3 to the extent that such Operating
Expenditure has not already been paid directly by the Tenants pursuant to the Leases; in the case of: (i) the remuneration of the
Asset Manager; and (ii) the remuneration of the Property Managers, up to an annual global cap (excluding taxes) of 3.5% of Net
Rental Revenues;



 


		3)	any sums due and payable pursuant to the Allocated Share of the relevant Borrower, representing
principal, interest, default interest, costs, fees and ancillary amounts, in the order of payment stipulated by paragraph (C) of
Clause 12.9, including any mandatory prepayment; and



 


		4)	any sums due and payable to the Hedging Bank pursuant to the Hedging Agreements;



 


			to the exclusion of any other payment.



 


		B)	On each Interest Payment Date, should no General Acceleration Event, Potential General Acceleration
Event, Property Acceleration Event (affecting the Property owned by the relevant Borrower) or Potential Property Acceleration Event
(affecting the Property owned by the relevant Borrower) have occurred and insofar as no Acceleration has been declared, the amounts
standing to the credit of each Operating Account shall be reserved and then allocated on their due dates in the following order:



 


		1)	to pay any VAT payable by the relevant Borrower to the tax authorities;



 


		2)	to pay the Operating Expenditure due and payable in the amounts stipulated by the latest Budget
delivered to the Agent in accordance with Clause 14.1.2.3 and to the extent that such Operating Expenditure has not already
been paid directly by the Tenants pursuant to the Leases; in the case of: (i) the remuneration of the Asset Manager; and (ii) the
remuneration of the Property Managers, up to an annual global cap (excluding taxes) of 3.5% of Net Rental Revenues;



 




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		3)	to create a provision in the Operating Account in an amount equal to the Operating Expenditure
to be paid by the Borrower before the following Interest Payment Date in the amounts stipulated by the latest Budget delivered
to the Agent in accordance with Clause 14.1.2.3 (to the extent that such Operating Expenditure shall not be paid by the Tenants
pursuant to the Leases); 



 


		4)	to pay any sums due and payable pursuant to the Allocated Share of the relevant Borrower and the
Finance Documents (excluding the Hedging Agreement), representing principal, interest, default interest, costs, fees and ancillary
amounts, in the order of allocation stipulated by paragraph (C) of Clause 12.9 including any mandatory prepayment;



 


		5)	to pay any sums due and payable to the Hedging Bank pursuant to the Hedging Agreements;



 


		6)	to pay, as the case may be, any Operating Expenditure (other than Operating Expenditure paid pursuant
to paragraph 2. above) not budgeted for in the latest Budget delivered to the Agent in accordance with Clause 14.1.2.3 (excluding
however any fee payable to the Property Managers or the Asset Manager) and to pay Capital Expenditure in the amounts stipulated
by the latest Budget;



 


The credit balance
(as the case may be) of the relevant Operating Account on each Interest Payment Date and after the payment or allocation to a provision,
as the case may be, of the amounts referred to in paragraphs 1) to 5) above, shall constitute the “Excess Cash”
of the relevant Borrower.


 


		C)	On each Interest Payment Date, Excess Cash shall be allocated in accordance with paragraph (a),
(b), (c) or (d) below, as the case may be:



 


		(a)	in the event of Non-Compliance with a Blocking Financial Ratio on any Interest Payment Date, to
the extent that such non-compliance involves the LTV Ratio or the Portfolio LTV Ratio or the Portfolio ICR Ratio, the Excess Cash
must be paid in full on such Interest Payment Date into the Financial Ratios Cash Pledge Account for the purposes of granting of
the Financial Ratios Cash Pledge in accordance with the provisions of Clause 12.8.1 (Financial Ratios Cash Pledges);



 


		(b)	if on any date whatsoever:



 


		(i)	the provisions of paragraph (a) above are not applicable;
and



 


		(ii)	a General Acceleration Event or Property Acceleration Event (affecting a Property owned by another
Borrower) is continuing on the relevant Interest Payment Date;



 




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the Borrower, when requested to do
so by the Representative of the Borrowers, undertakes to allocate all or part of the Excess Cash standing to the credit of its
Operating Account to make any Borrower Distribution requested by the Representative of the Borrowers, so that such Borrower Distribution
may be contributed concomitantly in the form of Equity to another defaulting Borrower or the other defaulting Borrowers, in order
to make it possible for them to meet their payment obligations pursuant to the Agreement, the Subordination Agreement and any other
Finance Document;


 


		(c)	if on any Interest Payment Date (to the exclusion of any other date) the provisions of paragraphs
(a) and (b) above are not applicable, the Borrower may, should no General Acceleration Event, Potential General Acceleration Event,
Property Acceleration Event (affecting the Property owned by the relevant Borrower) or Potential Property Acceleration Event (affecting
the Property owned by the relevant Borrower) have occurred, make a Permitted Borrower Distribution without restriction. 



 


			Subject to the provisions of paragraphs (a) and (b) above, if on any Interest Payment Date, a General
Acceleration Event, Potential General Acceleration Event, Property Acceleration Event (affecting the Property owned by the relevant
Borrower) or Potential Property Acceleration Event (affecting the Property owned by the relevant Borrower) is continuing, the Borrower
may in no circumstances dispose of its Excess Cash, which shall remain credited to its Operating Account, without prejudice to
the rights of the Lenders pursuant to Clause 12.5.5



 


		D)	On the occurrence of an event resulting in Non-Compliance with a Blocking Financial Ratio or any
General Acceleration Event, Potential General Acceleration Event, Property Acceleration Event or Potential Property Acceleration
Event, the relevant Borrower may to pay the amounts referred to in paragraphs (A) and (B) above, save for the fees payable to the
Asset Manager and the Capital Expenditure.



 


		E)	On Acceleration, the sums standing to the credit of any Operating Account shall be allocated to
pay and repay the relevant Secured Obligations, in accordance with the terms and conditions of the relevant Security Documents
and Clause 12.8 (Allocation of proceeds from the Security Interests).



 


		9.2	Pooling Account



 


		9.2.1	Payments into the Pooling Account



 


		a)	The Representative of the Borrowers undertakes to keep its Pooling Account open with the Accounts
Bank throughout the term of the Agreement and to make use thereof in accordance with the provisions of this Clause.



 


Any Permitted Borrower Distribution
and any Equity made available to the Representative of the Borrowers by its Affiliates (other than the Borrowers) shall be paid
into the Pooling Account.


 


Insofar as it acts in accordance
with the provisions of Clause 99.2.2 below, the Representative of the Borrowers may give any instructions to the Accounts Bank
to debit the Pooling Account.


 




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The Representative of the Borrowers
undertakes to procure from the Accounts Bank internet access and to ensure that the Accounts Bank grants to the Agent, for consultative
purposes alone, internet or remote access to its Pooling Account.


 


The Pooling Account shall be pledged
to the Finance Parties in accordance with the terms of Clause 12.5


 


		9.2.2	Allocation of payments from the Pooling Account



 


The amounts standing to the credit
of the Pooling Account shall with priority be allocated to make available Subordinated Loans (including in the context of the Cash-Pooling
Agreement) to the Borrowers, for the purposes of allowing them to meet their obligations pursuant to the Agreement and the other
Finance Documents at all times.


 


If on any Interest Payment Date:
(i) no General Acceleration Event, Potential General Acceleration Event, Property Acceleration Event and/or Potential Property
Acceleration Event has occurred or is continuing; and (ii) no Non-Compliance with a Blocking Financial Ratio is continuing, the
Representative of the Borrowers may without restriction make a Permitted Shareholder Distribution on such date (to the exclusion
of any other date).


 


		9.3	Agent Account



 


		9.3.1	Payments into the Agent Account



 


All the sums to be paid directly
to the Agent pursuant to the Security Interests (the Insurance Delegations, the notified Receivables Assignments and the notified
Receivables Pledges) shall be paid into the Agent Account. The balance of the Agent Account shall be allocated in accordance with
the provisions of Clause 9.3.2 (Allocation of the amounts received by the Agent) below.


 


The amounts standing at any time
to the credit of the Agent Account which exceed the sums that are due and payable pursuant to the Agreement shall be held in the
form of a Cash Pledge by the Agent in accordance with the provisions of Clause 12.8. (Cash Pledges).


 


		9.3.2	Allocation of the amounts received by the Agent



 


		A)	As long as no Potential General Acceleration Event, General Acceleration Event, Property Acceleration
Event or Potential Property Acceleration Event has occurred or subsists, the amounts received on the Agent Account pursuant to
the Insurance Delegations, the notified Receivables Assignments and/or, as the case may be, the notified Receivables Pledges covering
the Revenues of the Borrowers shall:



 


(i) in the case of amounts paid
by the Hedging Bank or, as the case may be, any counterparty to any hedging agreement entered into pursuant to Clause 14.1.1.13(a),
be repaid to the relevant Borrower on any Interest Payment Date by way of a transfer to its Operating Account, in order to be allocated
to pay the interest due and payable on the relevant Interest Payment Date in the order stipulated by 9.2.2 (Allocation of payments
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(ii) in the case of insurance proceeds
other than the Loss of Rents Insurance Proceeds, be either allocated to repay the Outstanding Amount of the Allocated Share of
the relevant Borrower in accordance with the provisions of Clause 5.2.1.3 (On the occurrence of an insured event affecting a
Property) or paid to the relevant Borrower by way of a transfer to its Operating Account in order to make it possible to rebuild
or reinstate the relevant Property in accordance with the provisions Clause 5.2.1.3 (On the occurrence of an insured event affecting
a Property);


 


(iii) in the case of Loss of Rents
Insurance Proceeds, be either allocated to repay the Outstanding Amount of the Allocated Share of the relevant Borrower in accordance
with the provisions of Clause 5.2.1.3 (On the occurrence of an insured event affecting a Property) or paid to the relevant
Borrower by way of a transfer to its Operating Account within a period of five (5) Business Days, in order to be reserved and allocated
in accordance with the provisions of paragraphs (A) and (B) of Clause 9.2.2 (Allocation of payments from the Operating Accounts)
above;


 


(vi) in the case of Rents and other
Revenues, be repaid to the relevant Borrower by way of a transfer to its Operating Account within a period of five (5) Business
Days from receipt thereof by the Agent in order to be reserved and allocated in accordance with the provisions of Clause 9.2.2
(Allocation of payments from the Operating Accounts) above.


 


		B)	On the occurrence of any General Acceleration Event, Potential General Acceleration Event, Property
Acceleration Event or Potential Property Acceleration Event, the amounts referred to in paragraph (A) above (other than those referred
to in paragraph (A)(ii)) received in the Agent Account shall on any Interest Payment Dates and in the following order be:



 


		a)	repaid into the Operating Account of the relevant Borrowers up to the amount of the VAT and Operating
Expenditure budgeted for and referred to in paragraphs 1) and 2) of Clause 9.1.2(A) respectively (save for the remuneration of
the Asset Manager referred to in such Clause);



 


		b)	reserved and allocated by the Agent to make the payments and repayments referred to in paragraph
3) of Clause 9.1.2(A).



 


The amounts referred to in paragraph
(A)(ii) received in the Agent Account shall be allocated in accordance with the provisions of Clause 5.2.1.3 (On the occurrence
of an insured event affecting a Property).


 


		c)	Any balance standing to the credit of the Agent Account after the payment of the amounts referred
to in paragraph (B) above shall be retained by the Agent in the Agent Account, to be allocated to pay any sums due and payable
to the Lenders pursuant to this Agreement, until such time as the relevant Potential General Acceleration Event, General Acceleration
Event, Property Acceleration Event or Potential Property Acceleration Event is remedied, as the case may be. If it is remedied,
the Agent shall return such amounts to the relevant Borrowers within five (5) Business Days, in accordance with the provisions
of paragraph (A) above.



 




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By way of a derogation from the
foregoing and when requested to do so by a Borrower, the Agent may return to such Borrower all or part of its Excess Cash in order
to make it possible for the latter to make a Borrower Distribution to the Representative of the Borrowers, provided however that
such Borrower Distribution may be contributed concomitantly by the Representative of the Borrowers in the form of Equity to the
defaulting Borrower(s), in order to make it possible for them to meet their payment obligations pursuant to the Agreement and the
Finance Documents.


 


		d)	On Acceleration, the sums standing to the credit of the Agent Account shall be allocated to pay
and repay any sums owed by the Borrowers pursuant to the Agreement and the other Finance Documents in the same order as that stipulated
by Clause 12.8 (Allocation of proceeds from the Security Interests) and in accordance with the Subordination Agreement.



 


		10.	Payments



 


		10.1	No set-off or deduction



 


Any payments or repayments made
by the Borrowers pursuant to the Finance Documents shall be made in full, without any set-off or deduction of any sort and free
of any withholding, in immediately available funds on the relevant due date.


 


		10.2	Non-Business Day



 


If the payment or repayment date
of any sum payable pursuant to the Finance Documents is not a Business Day, such date shall, save for any contrary provision, be
automatically deferred to the next Business Day, unless such deferral would result in the relevant payment or repayment date falling
in a different calendar month, in which case the relevant payment or repayment shall take place on the previous Business Day.


 


		10.3	Certificates



 


Any certificate or calculation
to be provided by the Agent in connection with the Interest Rate or any other sum owed pursuant to any one of the Finance Documents
shall, in the absence of a clear error or mathematical error, be definitive and binding upon the Lenders and the Borrowers.


 


		10.4	Currency of account



 


All payments pursuant to the Finance
Documents shall be made by the Borrowers in Euros.


 


		10.5	Determinations



 


Any interest, default interest,
fees and other payments calculated on an annual basis pursuant to any one of the Finance Documents shall be payable on a daily
basis and shall be calculated with reference to the exact number of days that pass and a year with three hundred and sixty (360)
days.


 




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		10.6	Payments by the Agent



 


		a)	In the case of any payment to be made pursuant to the Finance Documents to the Agent on behalf
of a Lender pursuant to the Agreement, the Agent shall be entitled to consider that such payment shall be made on its due date
and may (without being obliged to do so) make such sum available to its beneficiary by crediting the account notified by such beneficiary
to the Agent which must be held with a bank located in the main financial centre of the country of the currency of account (or,
in the case of the Euro, in the main financial centre of a Participating Member State), other than a Non-Cooperating State or Territory,
without the Agent being required to ensure in advance that it has received such sum. Should it appear that such payment has not
been made to the Agent, the person to whom such sum has been made available by the Agent shall be obliged to return such sum when
the Agent first requests that it do so, along with any interest payable on such sum, the amount of which interest must be sufficient.
The Borrower shall in addition indemnify the Agent for any losses and costs that the Agent may have incurred or borne as a result
of the fact that such sum was not paid on its due date.



 


		b)	Subject to the provisions of paragraph (A) above, any sum received by the Agent on behalf of another
person shall be made available to such person in immediately available funds on the same day, by way of a transfer to the bank
account of such person of which the details were notified to the Agent in writing at least five (5) Business Days previously and
which is held with a financial institution that is not located in a Non-Cooperating State or Territory.



 


		10.7	Payments to the Agent



 


All interest payments and repayments
payable by the Borrowers (on their own behalf or on behalf of another Borrower, in accordance with the terms of the Agreement)
to the Lenders under the Facility shall be paid by the Borrowers or the Representative of the Borrowers on their behalf, with same-day
settlement, into the Agent Account opened with a financial institution that is not located in a Non-Cooperating State or Territory.


 


		11.	Tax



 


		11.1	Definitions



 


		a)	In the Agreement:



 


“Tax Credit”
shall mean a credit against, relief or remission from or refund of any Tax.


 


“Treaty State”
shall mean a State that has signed a double taxation treaty with France (the “Taxation Treaty”), which provides
for a total exemption from the Tax levied in France on interest payments.


 


“Tax Payment”
shall mean an increased payment made by a Borrower to a Finance Party in accordance with the provisions of Clause 11.2 (Tax
gross-up) or a payment made in accordance with the provisions of Clause 11.3 (Tax indemnity).


 




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“Protected Party”
shall mean a Finance Party liable to pay Tax on a payment which it has received or should receive (or which any tax legislation
considers has been or should be received) pursuant to a Finance Document.


 


“Treaty Lender”
shall mean a Lender who:


 


i) is a resident of a Treaty State
within the meaning of the Taxation Treaty between France and such State;


 


does not operate a business in
France through a permanent establishment to which the participation of the Lender under the Facility is effectively allocated;


 


is acting through a Facility Office
located in the state of its registered office; and


 


(ii) satisfies all the other conditions
which must be satisfied pursuant to the Taxation Treaty by the residents of the Treaty State in order for residents of such State
to be exempted from the Tax levied on interest payments in France, subject to compliance with all the necessary formalities.


 


“Qualifying Lender”
shall mean a Lender who:


 


(i) satisfies the conditions stipulated
by French law for a payment not to be subject to any Tax Deduction or, as the case may be, is exempted from a Tax Deduction; or


 


(ii) is a Treaty Lender.


 


		b)	“Tax Deduction” hall mean a deduction or withholding pursuant to a Tax applicable
to a payment made pursuant to the Agreement, other than a FATCA Tax Deduction.



 


		c)	Save for any contrary provision, the use in this Clause of the terms “determines”
or “has determined” shall be understood as meaning the determination of a person arrived at on the basis of
the elements of the calculation and explanations provided, as the case may be, to the other Parties.



 


		11.2	Gross-up



 


		(a)	Each Borrower shall make all payments pursuant to the Finance Documents net of any Tax Deduction,
unless a Tax Deduction is required pursuant to the Law.



 


		(b)	Promptly upon becoming aware of its obligation to make a Tax Deduction or to modify the rate or
the basis for calculating a Tax Deduction, the relevant Borrower shall notify the Agent thereof. In the same manner, a Lender shall
notify the Agent of any Tax Deduction applicable to a payment to which it is entitled promptly upon becoming aware thereof. Upon
receipt of such information by a Lender, the Agent shall inform the relevant Borrower thereof.



 


		(c)	If a Tax Deduction must be made by a Borrower, the amount of the payment to which it applies shall
be increased to an amount which, after making the Tax Deduction, shall give an amount equal to the payment which would have been
due had no Tax Deduction been required.



 




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		(d)	A payment shall not be grossed up pursuant to paragraph (c) above as the result of a Tax Deduction
made pursuant to a Tax levied in France, if by the date on which such payment is due:



 


(i) the payment could have been
made to the relevant Lender without a Tax Deduction, had the Lender been a Qualifying Lender, but on such date such Lender is not
or is no longer a Qualifying Lender other than as a result of any change after the date on which it became a Lender pursuant to
this Agreement to the law or a double taxation treaty (or in the interpretation or application thereof) or the modification of
any practice or concession published by a relevant tax authority; or


 


(ii) the relevant Lender is a Treaty
Lender and the Borrower who must make such payment is able to demonstrate that the payment could have been made without the Tax
Deduction, had the Lender complied with its obligations pursuant to paragraph (g) below;


 


it being specified that the exclusion
referred to in paragraph 11.2 (d)(i) above, on the occurrence of a change after the date on which a Lender becomes a Lender pursuant
to this Agreement, shall not be applicable in the event a Tax Deduction pursuant to a Tax levied in France on a payment made to
a Lender, if such Tax Deduction is only payable because such payment is made into an account opened in the name or on behalf of
such Lender with a financial institution located in a Non-Cooperating State or Territory.


 


		(e)	Each Borrower shall make the Tax Deductions to which its payments are subject and pay to the relevant
tax authority the corresponding amount within the statutory periods and in accordance with the minimum requirements stipulated
by the law.



 


		(f)	No more than thirty (30) days after having made a Tax Deduction or having paid the corresponding
amount to the relevant tax authority, the Borrower shall deliver to the Agent, on behalf of the relevant Finance Party, documentary
proof allowing the Agent to reasonably conclude that the Tax Deduction has been made or, as the case may be, that the corresponding
payment has been duly made to the competent tax authority.



 


		(g)	A Treaty Lender and each Borrower who owes a payment such Treaty Lender shall co-operate for the
purposes of complying with the formalities allowing the Borrower to make such payment without any Tax Deduction.



 


		11.3	Tax indemnity



 


		(a)	The Borrowers shall pay to the Protected Party, within three (3) Business Days from the date of
a request of the Agent, a sum equal, according to the determination of the Protected Party, to the loss which has been or could
be incurred by it (directly or indirectly) pursuant to a Finance Document in respect of a Tax or the amount of the Tax which it
must pay pursuant to a Finance Document.



 


		(b)	Paragraph (a) shall not apply when:



 


i) the Tax is
assessed on a Finance Party:


 




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		I.	pursuant to the legislation of the country of its registered office or, if different, the legislation
of the country or countries in which it is deemed to be resident for the purposes of the tax rules; or



 


		II.	on account of a payment which it receives or should receive in the country of its Facility Office,
pursuant to the legislation of such country;



 


insofar as such Tax is based on
the net revenues which are effectively received by it or which it should effectively receive or is calculated with reference to
such revenues (but excluding any sum merely deemed to be received or receivable); or


 


ii) to the extent
a loss or its liability to pay the Tax:


 


		I.	is compensated by an increased payment in accordance with clause 11.2 (Gross-up); or



 


		II.	ought to have been compensated by an increased payment in accordance with clause 11.2 (Gross-up)
but was not so compensated solely on account of one of the exclusions listed in paragraph (d) of clause 11.2 (Gross-up);
or



 


		III.	is the result of a Bank Levy; or



 


		IV.	is connected to a FATCA Tax Deduction that a Party is required to make.



 


		(c)	A Protected Party making or intending to make a claim pursuant to the provisions of paragraph (a)
above must promptly notify the grounds for its claim to the Agent. The Agent shall then inform the Borrowers thereof.



 


		(d)	Immediately upon receipt of a payment by a Borrower in accordance with the provisions of this Clause 11.3,
the Protected Party shall inform the Agent thereof.



 


		11.4	Tax Credit



 


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


 


i) such payment gives rise to a
right to receive a Tax Credit; and


 


(ii) it has
obtained and utilised such Tax Credit;


 


the Finance Party shall pay to
the relevant Borrower such amount as the Finance Party may determine will leave the Borrower in the same after-Tax position as
it would have been in, had the relevant Borrower not been obliged to make the Tax Payment.


 


		11.5	Confirmation of the tax status of the Lender



 


In the case of a transfer after
the Signing Date, each Lender, when it becomes a Party to this Agreement after the date of this Agreement (a New Lender),
shall specify in the transfer deed/instrument signed by it when it becomes a Party, for the benefit of the Agent and without incurring
any liability with regard to the Borrowers, that it:


 




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i) is a Qualifying Lender (other
than a Treaty Lender); or


 


(ii) is a Treaty Lender; or


 


(iii) is not a Qualifying Lender.


 


The Lender must also specify in
the relevant transfer deed/instrument signed by it when it becomes a Party to this Agreement that it is not incorporated, domiciled
or established in and is not acting through a Facility Office located in a Non-Cooperating State or Territory.


 


If a New Lender does not specify
its status pursuant to this Clause 11.5 such New Lender shall be treated for the purposes of this Agreement (including by each
Borrower) as if it were not a Qualifying Lender, until such time as it notifies its status to the Agent (and the Agent, on receipt
of such notice, shall inform the Borrowers accordingly). It is stipulated that the transfer deed shall not be invalidated by any
breach by the Lender of the provisions of this Clause 11.5.


 


Each Lender shall notify to the
Representative of the Borrowers, in good faith and immediately upon becoming aware thereof, any change of its tax status in light
of any of the above declarations made after the date of this Agreement or after the date on which it becomes a Party to this Agreement.


 


		11.6	Registration duties



 


The Borrowers shall pay all the
registration duties and any similar taxes to which a Finance Document may be subject and must, within a period of three Business
Days from the date of any such request from a Finance Party, indemnify such Finance Party for any cost, loss or liability in connection
with such duties or taxes.


 


		11.7	Value-added tax



 


		a)	Any amount paid or payable in accordance with the terms of a Finance Document to a Finance Party
by another Party which (in full or in part) constitutes consideration for one or more services subject to VAT, shall be deemed
to exclude any VAT payable on such service(s). As a consequence, subject to paragraph (b) below, if a service provided pursuant
to a Finance Document by a Finance Party to another Party is subject to VAT, the latter Party must, at the same time as it pays
the price for such service, in addition pay to the Finance Party an amount that corresponds to the VAT payable thereon (and such
Finance Party must promptly provide it with an invoice stipulating the VAT payable).



 


		b)	If a service provided by a Finance Party (the “Service-Provider”) to another
Finance Party (the “Beneficiary”) pursuant to a Finance Document is or becomes subject to the VAT, and if a
Party other than the Beneficiary (the “Affected Party”) is required in accordance with the terms of a Finance
Document to pay the price for the service to the Service-Provider (instead of reimbursing it to the Beneficiary), such other Party
must, in addition to the price and at the same time, pay to the Service-Provider an amount corresponding to such VAT. The Beneficiary
shall promptly pay to the Affected Party an amount equal to any VAT which is deducted or which is refunded by the relevant tax
authorities, corresponding in its reasonable opinion to the VAT payable on such service.



 




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		c)	Whenever a Finance Document stipulates that a Party must repay certain costs or expenses to a Finance
Party or indemnify it in respect thereof, such Party must also reimburse to such Finance Party or indemnify it (where applicable)
in respect of such costs or expenses, including the portion of such costs or expenses representing VAT, unless the Finance Party
reasonably considers that it is entitled to a credit or refund from the competent tax authorities in respect of such VAT.



 


		11.8	FATCA information



 


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



 


		(i)	confirm to such other Party that it:



 


		(A)	is a FATCA-Exempt Party; or



 


		(B)	is not a FATCA-Exempt Party;



 


		(ii)	provide to such other Party any forms, documents and other information pertaining to its status
under FATCA which such other Party may reasonably request from it, so that such other Party may itself comply with its FATCA obligations;



 


		(iii)	provide to such other Party any forms, documents and other information pertaining to its status
that such other Party may reasonably request from it, so that such other Party may itself comply with its obligations pursuant
to any other law, regulations or information exchange system.



 


		b)	If one Party confirms to another Party that it is a FATCA-Exempt Party in accordance with paragraph
(a)(i) above and if it learns thereafter it is not or is no longer a FATCA-Exempt Party, such Party shall promptly inform the other
Party thereof.



 


		c)	Paragraph (a) above shall not require any Finance Party to do anything and paragraph (a)(iii) above
shall not require any other Party to do anything that would or could reasonably constitute in its view a breach of:



 


		(i)	any law or regulation;



 


		(ii)	any fiduciary duty; or



 


		(iii)	any duty of confidentiality.



 


		d)	If a Party has not confirmed whether or not it is a FATCA-Exempt Party or has not provided the
forms, documents or other information required pursuant to paragraphs (a)(i) or (ii) above (including whenever paragraph (c) above
applies), such Party shall be deemed for the purposes of the Finance Documents (and the payments made in such regard) not to be
a FATCA-Exempt Party until such time as such Party provides any confirmations, forms, documents and other information required.



 




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		11.9	FATCA Tax Deduction



 


		a)	Each Party may make any FATCA Tax Deduction that it is required to make pursuant to FATCA and any
payment required in connection with such FATCA Tax Deduction, and none of the Parties shall be required to gross up a payment from
which it makes a FATCA Tax Deduction or otherwise indemnify the recipient of the payment for such FATCA Tax Deduction.



 


		b)	Each Party shall promptly, upon becoming aware of its obligation to make a FATCA Tax Deduction
(or that there has been a modification of the rate applicable to or the basis for the calculation of the FATCA Tax Deduction),
inform the Party to which it is making the payment, as well as the Company and the Agent, and the Agent shall inform the other
Finance Parties.



 


		12.	Security interests



 


		12.1	Security Interests In Rem



 


		12.1.1	Lender’s lien granted by Borrower I over the Bordeaux Property



 


As security for and in order to
guarantee the payment and repayment of the Secured Obligations and ancillary amounts valued at eight per cent (8 %), the Original
Lender shall benefit from the following lender’s lien over the Bordeaux Property:


 


Undertaking as to use of the
funds – Lender’s lien


 


Borrower I undertakes to use the
sum of eight million three hundred thousand Euros (€8,300,000.00) corresponding to its Allocated Acquisition Share to pay
a part of the price and to declare in the Bordeaux Acquisition Deed that it has made such a payment in the amount of eight million
three hundred thousand Euros (€8,300,000.00) using the funds paid to it under the Facility, so that the Original Lender shall
benefit over the Bordeaux Property, up to the amount of the sums so used, from the lender’s lien provided for by Article
2374 of the French Civil Code.


 


Such lender’s lien shall
be registered to the Lender with the relevant land registry department in the following form:


 




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AS SECURITY FOR:


  


	the sum of eight million three hundred thousand Euros, representing the principal	 	€	8,300,000.00	 
	Interest and fees of which the ranking is protected by law	 	 	 Memorandum 	 
	Total amounts ancillary to the receivable (including inter alia but without limitation):
  
 (i) the agreed fees;
  
 (ii) the increased interest payable on any late payment of the sums owed;
  
 (iii) indemnities (all sums owed by way of indemnities, inter alia on Acceleration, by way of damages and penalties, the travel costs of the creditor, the costs associated with the assignment of the receivable after acceleration, costs constituted by fees, recovery costs, procedural costs, indemnities payable in the event of an order being handed down...);
  
 (iv) taxes payable in connection with the sums owed;
  
 (v) insurance premiums;
  
 (vi) costs (costs of procuring a transfer of title, registration costs and registration renewal costs, enforcement and recovery costs...);
  
 valued at eight per cent (8%), namely: six hundred and sixty-four thousand Euros
	 	€	664,000.00	 
	Total to be registered: EIGHT MILLION NINE HUNDRED AND SIXTY-FOUR THOUSAND EUROS	 	€	8,964,000.00	 



 


This registration shall remain
in force, in accordance with the provisions of Article 2434 of the French Civil Code, for a period of one year from the Final Repayment
Date, namely until 29 December 2020 and shall rank first and not be superseded by any registration in favour of a third party.


 


		12.1.2	Lender’s lien granted by Borrower II over the Marseille Property



 


As security for and in order to
guarantee the payment and repayment of the Secured Obligations and ancillary amounts valued at eight per cent (8 %), the Original
Lender shall benefit from the following lender’s lien over the Marseille Property:


 




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Undertaking as to use of the
funds – Lender’s lien


 


Borrower II undertakes to use the
sum of five million eight hundred thousand Euros (€5,800,000.00) corresponding to its Allocated Acquisition Share to pay a
part of the price and to declare in the Marseille Acquisition Deed that it has made such a payment in the amount of five million
eight hundred thousand Euros (€5,800,000.00) using the funds paid to it under the Facility, so that the Original Lender shall
benefit over the Marseille Property, up to the amount of the sums so used, from the lender’s lien provided for by Article
2374 of the French Civil Code.


 


Such lender’s lien shall
be registered to the Lender with the relevant land registry department in the following form:


 


AS SECURITY FOR:


 


	The sum of five million eight hundred thousand Euros, representing the principal	 	€	5,800,000.00	 
	Interest and fees of which the ranking is protected by law	 	 	 Memorandum 	 
	Total amounts ancillary to the receivable, (including inter alia but without limitation):
  
 (i) the agreed fees;
  
 (ii) the increased interest payable on any late payment of the sums owed;
  
 (iii) indemnities (all sums owed by way of indemnities, inter alia on Acceleration, by way of damages and penalties, the travel costs of the creditor, the costs associated with the assignment of the receivable after acceleration, costs constituted by fees, recovery costs, procedural costs, indemnities payable in the event of an order being handed down...);
  
 (iv) taxes payable in connection with the sums owed;
  
 (v) insurance premiums;
  
 (vi) costs (costs of procuring a transfer of title, registration costs and registration renewal costs, enforcement and recovery costs...);
  
 valued at eight per cent (8%), namely: four hundred and sixty-four thousand Euros
	 	€	464,000.00	 
	Total to be registered: SIX MILLION TWO HUNDRED AND SIXTY-FOUR THOUSAND EUROS	 	€	6,264,000.00	 



 


This registration shall remain
in force, in accordance with the provisions of Article 2434 of the French Civil Code, for a period of one year from the Final Repayment
Date, namely until 29 December 2020, and shall rank first and not be superseded by any registration in favour of a third party.


 


		12.1.3	Lender’s lien granted by Borrower III over the Rueil Property



 


As security for and in order to
guarantee the payment and repayment of the Secured Obligations and ancillary amounts valued at eight per cent (8 %), the Original
Lender shall have over the Rueil Property the following lender’s lien:


 


Undertaking as to use of the
funds – Lender’s lien


 


Borrower III undertakes to use
the sum of thirty-five million nine hundred thousand Euros (€35,900,000.00) corresponding to its Allocated Acquisition Share
to pay a part of the price and to declare in the Rueil Acquisition Deed that it has made such a payment in the amount of thirty-five
million nine hundred thousand Euros (€35,900,000.00) using the funds paid to it under the Facility, so that the Lender shall
benefit over the Rueil Property, up to the amount of the sums so used, from the lender’s lien provided for by Article 2374
of the French Civil Code.


  




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Such lender’s lien shall
be registered to the Lender with the relevant land registry department in the following form:


  


AS SECURITY FOR:







 


	The sum of thirty-five million nine hundred thousand Euros, representing the principal	 	€	35,900,000.00	 
	Interest and fees of which the ranking is protected by law	 	 	 Memorandum 	 
	Total amounts ancillary to the receivable, (including inter alia but without limitation):
  
 (i) the agreed fees;
  
 (ii) the increased interest payable on any late payment of the sums owed;
  
 (iii) the indemnities (all sums owed by way of indemnities, inter alia on Acceleration, by way of damages and penalties, the travel costs of the creditor, the costs associated with the assignment of the receivable after acceleration, costs constituted by fees, recovery costs, procedural costs, indemnities payable in the event of an order being handed down...);
  
 (iv) taxes payable in connection with the sums owed;
  
 (v) insurance premiums;
  
 (vi) costs (costs of procuring a transfer of title, registration costs and registration renewal costs, enforcement and recovery costs...),
  
 valued at eight per cent (8%), namely: two million eight hundred and seventy-two thousand Euros
	 	€	2,872,000.00	 
	Total to be registered: THIRTY EIGHT MILLION SEVEN HUNDRED SIXTY TWELVE THOUSAND EUROS	 	€	38,772,000.00	 



 


This registration shall remain
in force, in accordance with the provisions of Article 2434 of the French Civil Code, for a period of one year from the Final Repayment
Date, namely until 2020, and shall rank first and not be superseded by any registration in favour of a third party.




 




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		12.2	Borrower Share Pledges



 


		12.2.1	Definitions



 


For the purposes of this Clause
12.2, the terms below shall have the following meanings:


 


“Beneficiaries”
shall together mean the Agent, the Security Agent and the Lenders in their capacity as the beneficiaries of the Pledges, as well
as their respective and successive successors, transferees and assigns; “Beneficiary” shall mean any one of
them. It is expressly agreed that the Beneficiaries shall be duly represented for the purposes hereof (including in the event of
the enforcement of the Pledges) by the Security Agent, who is hereby instructed by each one of the Beneficiaries to do so.


 


“Pledgor” shall
mean the Majority Shareholder and the Minority Shareholder, as identified in the list of parties to the Agreement, with each of
them acting as far as it alone is concerned.


 


“Pledges” shall
together mean each one of the first-ranking pledges granted over the Shares held by the relevant Pledgor, pursuant to the provisions
of Clause 12.2.2 below.


 


“Shares” shall
mean: (a) on the Signing Date all the shares held by the relevant Pledgor in each one of the Borrowers, namely, on the Signing
Date, the shares listed in the two tables below; and (b) in the future any shares that may replace, be substituted for or supplement
the shares originally pledged pursuant to this Clause 12.2.2. (Borrower Share Pledges).


 


	TABLE 1 – SHARES PLEDGED ON THE DATE OF AMENDMENT N°1
	Pledgor	 	Relevant

Borrower	 	Number of shares pledged
	 	 	 	 	 
	Majority	 	Borrower I	 	999 shares numbered 1 to 999
	 	 	 	 	 
	Shareholder	 	Borrower II	 	999 shares numbered 1 to 999
	 	 	 	 	 
	 	 	Borrower III	 	999 shares numbered 1 to 999


 


	TABLE 2 – SHARES PLEDGED ON THE DATE OF AMENDMENT N°1
	Pledgor	 	Relevant

Borrower	 	number of shares pledged
	 	 	 	 	 
	Minority	 	Borrower I	 	1 share numbered 1,000
	 	 	 	 	 
	Shareholder	 	Borrower II	 	1 share numbered 1,000
	 	 	 	 	 
	 	 	Borrower III	 	1 share numbered 1,000


 




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		12.2.2	Grant



 


On the Signing Date, each Pledgor
hereby irrevocably pledges to the Beneficiaries, as security for the payment and repayment of the relevant Secured Obligations,
the Shares held by it in each Borrower, in the form of a first-ranking privileged pledge, pursuant to the provisions of Article
2355 of the French Civil Code (insofar as it refers to the provisions relating to pledges of tangible assets) and Articles 2333
et seq. of the French Civil Code, which the Borrowers hereby accept, with each one of them doing so as far as it alone is
concerned.


 


The Pledges granted pursuant to
this Clause shall supplement the other Security Interests and may not be substituted for them or operate as a novation thereof.


 


		12.2.3	Scope of the Pledges



 


		A)	Each one of the Pledges shall cover:



 


i) any income or proceeds from
or any amount ancillary to the Shares (including any options and pecuniary rights, which are or may be attached to the Shares,
such as any dividend, liquidation dividend or distribution resulting from a share capital reduction or buy-back of shares), which
in each case is not yet paid to the relevant Pledgor on the date of the enforcement of the Pledge;


 


ii) any share or right resulting
from the pledged Shares or substituted for or supplementing the pledged Shares, following an exchange, consolidation, division,
allotment for no consideration, subscription in cash or otherwise; and


 


iii) in accordance with the provisions
of Article 2333 of the French Civil Code, any other new shares held by the Pledgor in the Companies (including any options and
pecuniary rights attached thereto) for any reason whatsoever after the Signing Date;


 


within each case such rights falling
within the scope of the relevant Pledge and being automatically incorporated into such Pledge, without such transactions constituting
in any way a novation of the rights and security interests held by the Beneficiaries pursuant to the Pledges.


 


Each Pledgor waives any right to
be subrogated or substituted in any rights of the Beneficiaries pursuant to any payment made pursuant to the Pledge granted by
it and its right to invoke such rights and benefits, as long as the sums owed by the Borrowers under the Facility and more generally
the Finance Documents are not paid and repaid definitively and in full.


 


		B)	As long as the Pledges have not been enforced in accordance with the conditions set out below:



 




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i) the right to vote at the meetings
of the Borrowers attached to the Shares shall continue to be exercised by the relevant Pledgor in a manner that does affect the
validity, effectiveness or enforceability of the Pledges or that might prevent the Beneficiaries from exercising their rights pursuant
to this Clause 12.2


 


ii) the relevant Pledgor may dispose
of any dividends, entitlements to dividends and other pecuniary rights of which it is the beneficiary pursuant to the Shares held
by it, subject however to compliance with the provisions of the Agreement and the Subordination Agreement.


 


		12.2.4	Representations and warranties



 


		A)	On the date hereof each Pledgor represents and warrants on its own behalf to the Beneficiaries
as follows:



 


		a)	on the Signing Date the Shares have been duly issued and paid up in full and it has full title
thereto;



 


		b)	there exists no call or exchange option over all or any of the Shares held by it, or any project
including options to subscribe for or purchase all or any of the Shares held by it, and, more generally, no agreement is in force
pursuant to which a Borrower or the Borrowers in which it holds Shares has or have assumed any obligation to proceed with an issue
of new shares;



 


		c)	the Pledge of the Shares granted by it was authorised by a unanimous resolution of the shareholders
of each Borrower dated 29 December 2014;



 


		d)	on the Signing Date, the Shares pledged by the Pledgors represent all the shares issued by the
Borrowers.



 


		B)	The representations and warranties set out paragraph (A) below are made and given on the
Signing Date and, as far as the representations and warranties in paragraph (b) are concerned, shall be deemed to have been repeated
on each date on which the representations and warranties set out in Clause 13 below are deemed to have been repeated.



 


		12.2.5	Covenants



 


Each Pledgor
undertakes for the entire term of the Agreement to take any reasonable measures and to comply with any necessary formalities
which it is requested to take or with which it is requested to comply in writing by the Security Agent for the purposes of allowing
the Beneficiaries to exercise at any time the rights, remedies and liens granted to them pursuant to the law or this Clause 12.2


 


		12.2.6	Enforcement



 


		A)	On: (x) the occurrence of a General Acceleration Event defined by
Clause 15.1.1 (A) (Payment default) and on the expiry, as the case may be, of any remediation period agreed upon; or (y)
any Acceleration; or (z) the non-payment of any sums owed on the Final Repayment Date, the Security Agent, acting on behalf of
the Beneficiaries, may exercise the rights, remedies and liens granted to any pledged creditor by the law by virtue of the Pledges,
and may inter alia, without prejudice to any other action that may be taken independently or concurrently, at the discretion
of the Beneficiaries:



 




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		a)	proceed with a public sale of all or any of the Shares in accordance with the provisions of Article
L.521-3 of the French Commercial Code; or



 


		b)	procure the transfer to the Beneficiaries of title to all or any of the Shares pledged pursuant
to any one of the Pledges in accordance with the provisions of Article 2347 of the French Civil Code; or



 


		c)	two (2) Business Days after serving notice on the relevant Borrowers and the Pledgors (the “Transfer
Date”), procure the transfer to itself of full title to all or any of the Shares in accordance with the provisions of
Article 2348 of the French Civil Code pertaining to forfeiture clauses and the provisions of paragraph (B) below.



 


B) The transfer of full title to
the Shares referred to in paragraph (A)(c) above shall take place on the Transfer Date in strict compliance with the following
provisions:


 


		a)	on the Transfer Date, the Beneficiaries (represented by the Security Agent) and the relevant Pledgors
shall together appoint, pursuant to the proposal of the Security Agent, an expert;



 


		b)	the relevant Pledgors shall be at liberty to approve or reject the proposed expert (it being specified
that the silence of the Pledgors for five (5) consecutive Business Days shall be deemed to constitute their approval);



 


		c)	on the rejection of an expert by the relevant Pledgors, an expert shall be appointed by an order
of the Presiding Judge of the Paris Commercial Court, pursuant to an ex parte application of the relevant Pledgors and/or
the Security Agent, from amongst the banks, the leading audit firms operating in France or any other expert appearing on the
list of experts approved by the Paris Appeal Court (in the section entitled “Economy and Finance”, having as their
specialisation “Valuation of corporate rights – mergers, demergers and contributions”);



 


		d)	the expert so appointed shall determine the value of the Shares on the Transfer Date within a period
of thirty (30) calendar days from its acceptance of such task. To such end, the relevant Parties undertake to provide the expert
with any documentation and information that may be useful to it in the performance of its task. The expert procedure shall:



 


		-	provide the relevant Parties with a reasonable
opportunity to make oral or written submissions;



 


		-	require that the relevant Parties provide
each other with a copies of any written submissions delivered to the expert concomitantly with such delivery to the expert;




 


		-	allow each relevant Party to attend any
hearing of the other Party; 



 


The valuation
of the expert must be duly justified and based on precise documented evidence and several calculation methods generally used in
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		e)	the expert so appointed shall deliver to the Security Agent and the Pledgors its decision, which
must be accompanied by all supporting documents; the valuation of any expert appointed pursuant to this Clause shall be binding
on the Security Agent, the Beneficiaries and the Pledgors and may not be challenged in the absence of a clear error; and



 


		f)	notwithstanding the foregoing, at any time during the procedure described in this paragraph (B),
the Security Agent shall have the option of recourse to any one of the other procedures described in paragraph (A) above, should
it deem this necessary to best preserve the interests of the Beneficiaries.



 


The Pledgors hereby undertake to
sign any document and comply with any formalities required to ensure the effectiveness of the transfer of the Shares on the Transfer
Date to the Beneficiaries and undertake to such end to deliver all the corporate documents of the relevant Borrower to the Security
Agent on the Transfer Date.


 


C) Any proceeds so received from
a sale of the Shares in the event of an enforcement of the Pledges shall then be applied to repay the relevant Secured Obligations,
in accordance with the provisions of Clause 12.9(Allocation of proceeds from the Security Interests).


 


Any sum received
by the Beneficiaries pursuant to the enforcement of the Pledges that exceed the sums required to pay and repay the Secured Obligations
shall be returned by the Beneficiaries to the Pledgors, pro rata their respective holdings in the relevant Borrower.


 


D) The Beneficiaries shall in no
circumstances bear any liability for any values determined for the purposes of the enforcement of the Pledges. The reasonable costs
resulting from the enforcement of the Pledges shall be borne by the Pledgors and shall be set off against the proceeds of the enforcement
of the Pledges.


 


		12.2.7	Term



 


		g)	The pledges constituting the subject-matter of this Clause 12.2 and the obligations of the Pledgors
in this regard shall remain in force until the date on which all the relevant Secured Obligations have been paid and repaid definitively
and in full. It is specified that until such date the Pledges shall continue to produce their effects in the event of a deferral
of maturity or the amendment of any one of the clauses or conditions of the Agreement and the other Finance Documents (inter
alia in the event of an increase in the amount of the Secured Obligations), without any Pledgor being entitled to invoke such
various facts as a novation and without it being necessary to amend the terms of this Clause, to which each Pledgor hereby expressly
consents.



 


		h)	The Security Interest granted pursuant to this Clause shall not be deemed extinguished and shall
not be affected by any payments made from time to time over the term of the Agreement in order to partially repay the relevant
Secured Obligations.



 


		12.2.8	Formalities



 


The Security Agent, in the name
and on behalf of the Beneficiaries, shall, at the expense of the relevant Pledgors, register the Pledges in accordance with the
provisions of Decree No. 2006-1804 of 23 December 2006, enacted for the purposes of the implementation of Article 2338 of the French
Civil Code, pertaining to the publication of pledges without any transfer of title, and the Security Agent shall renew any such
registration as long as such Pledge is in force and, in particular before the end of the fifth year of its first registration.


 




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To such end, all powers are granted
to the Undersigned Notary.15


 


		12.2.9	Benefit



 


		A)	All the rights, liens and options granted to the Beneficiaries in accordance with the terms of
this Clause 12.2 shall benefit their successive successors, transferees and assigns, in accordance with the terms of Clause 17
of the Agreement, and all the covenants, representations and warranties and obligations of the Pledgors pursuant to this Clause
12.2 shall bind their successive successors, transferees and assigns in accordance with the same terms as the Pledgors, it being
however understood and agreed that:



 


		a)	a Pledgor may not assign all or any of its rights or delegate or assign all or any of its obligations
pursuant to this Clause 12.2 otherwise than in accordance with the terms and the conditions of the Agreement, and in particular
the provisions of Clause 5.2.1.1; and



 


		b)	the Security Agent or any one of the Beneficiaries may assign its rights and obligations pursuant
to this Clause 12.2 to any third party, in accordance with the conditions of the Agreement.



 


C) The provisions of this Clause
12.2 shall benefit each one of the Beneficiaries and their respective successors and assigns, inter alia as a result of
a sale, merger, demerger or asset contribution in accordance with Articles L.236-1 et seq. of the French Commercial Code
into which any one of the Beneficiaries may enter, without being required to comply with any specific formality or make any specific
reiteration.


 


D) In the event of a transfer or
assignment of all or any of its rights and obligations by the Security Agent or any other Beneficiary in accordance with the conditions
of paragraph (A) above, the Security Agent or such Beneficiary hereby expressly reserves to itself, which the Pledgor hereby accepts,
all the rights and liens resulting from these Pledges, so that, in accordance with the provisions of Article 1278 of the French
Civil Code, these may benefit the designated successor or assignee of the Security Agent or such Beneficiary.


 


		12.3	Receivables Assignments



 


		A)	Each Borrower undertakes with effect from the Signing Date to assign to the Lenders, in accordance
with the terms of the business receivable assignment deeds that are or shall be signed pursuant to the performance of the Agreement,
the receivables that are or may be owed to it by its debtors (the Assigned Debtors) identified in paragraphs (B) and (C)
below (the Assigned Receivables), as security for the payment and repayment of all its Secured Obligations and pursuant
to the provisions of Articles L. 313-23 et seq. of the French Monetary and Financial Code (the Dailly Law).
By way of a derogation from the second paragraph of Article L. 313-24 of the French Monetary and Financial Code, each
Borrower, in its capacity as the assignor of the Assigned Receivables, shall not be liable jointly and severally with the Assigned
Debtors for the payment of the Assigned Receivables, without such derogation affecting the obligations of each Borrower with regard
to the Lenders pursuant to the Agreement and the Finance Documents.



 





 



 


15 To be confirmed by Etude Allez.


 




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		B)	To such end, Borrower I and Borrower II shall deliver to the Original Lender on the Signing Date
(and Borrower III undertakes to deliver on the Rueil Acquisition Date) a Dailly assignment slip in the form of the assignment slip
annexed hereto as Schedule 5-A (the Dailly Assignment Slip) for the Assigned Receivables pursuant to:



 


		i)	the Acquisition Deed relating to the Property belonging to it; and



 


		ii)	the Rents payable by any Tenant pursuant to any current or future Lease of the Property of the
relevant Borrower and the related lease guarantees; and



 


		iii)	any Loss of Rents Insurance Proceeds that are or may be payable by the relevant insurance proceeds;



 


		iv)	the Cash-Pooling Agreement;



 


		v)	any hedging agreement entered into pursuant to Clause 14.1.1.13 (a);16 and



 


		vi)	excluding Borrower III, any requests for VAT refunds or credits submitted by the Borrower to the
Public Treasury pursuant to the acquisition of the Property belonging to it.



 


		C)	In addition, if at any time over the term of this Agreement the relevant Borrower enters into a
contract or receives the benefit of an undertaking resulting for it in a business receivable of the same nature as those described
in paragraph (B) above, the relevant Borrower shall inform the Security Agent thereof and, as the case may be, shall deliver to
the Security Agent on behalf of the Lenders a Dailly Assignment Slip, or, should it not be legally possible to assign such receivables
to all the Lenders pursuant to the Dailly Law, it shall grant a receivables pledge over the receivables in question.



 


		D)	Each one of the assignments entered into pursuant to this Receivables Assignment shall take the
form of the delivery by the relevant Borrower to either the Original Lender (in the case of assignments entered into on the Signing
Date) or the Security Agent (in the case of assignments entered into after the Signing Date) of a Dailly Assignment Slip drawn
up in accordance with the Dailly Law and all the regulations in force.



 


Each Lender hereby instructs the
Security Agent, which accepts such instructions, to hold the original of each Dailly Assignment Slip on joint behalf of the Lenders,
and in the case of any Dailly Assignment Slip delivered after the Signing Date, (ii) to affix to each Dailly Assignment Slip the
date of its delivery by the relevant Borrower.


 





 



 


16 To be reviewed on the basis of
the law governing the Hedging Agreement.


 




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Each assignment of an Assigned
Receivable to be granted pursuant to the Agreement and the related Dailly Assignment Slips shall automatically constitute a transfer
to the Lenders of full title to the Assigned Receivables. Each Lender shall become the owner of a share of the Assigned Receivables
corresponding to the percentage of its participation in the Facility, with effect from the date affixed to each Dailly Assignment
Slip by the Security Agent. Each assignment of Assigned Receivables entered into pursuant to this Receivables Assignment shall
also automatically constitute a transfer to each Lender of all the security interests and guarantees associated with the Assigned
Receivables, as the case may be, pro rata the share of the Assigned Receivables acquired by way of security by such Lender.


 


With effect from the delivery of
each Dailly Assignment Slip, the relevant Borrower:


 


		(i)	undertakes to preserve its rights to be paid the Assigned
Receivables;



 


		(ii)	is instructed to undertake recovery (and shall be the sole counterparty
of its Assigned Debtors), allowing it to demand from the Assigned Debtors the direct payment to itself, on behalf of the Lenders,
of any sum owed pursuant to the Assigned Receivables directly into its Operating Account, so that such sums may be allocated in
accordance with Clause 9 (Bank accounts and allocation of Revenues) of the Agreement.



 


Paragraph (ii) above shall be subject
to the non-notification of the relevant Assigned Receivables. The Security Agent and each one of the Lenders in addition
hereby instruct the relevant Borrower to instigate at its own expense any proceedings that they may deem expedient, as the case
may be, against the Assigned Debtors for the purposes of recovering the Assigned Receivables, without prejudice however to the
option of the Security Agent (acting on behalf of the Lenders) to itself instigate proceedings against the Assigned Debtors in
the event of any non-payment of the Assigned Receivables on their due dates (to the extent however that the assignment of such
Assigned Receivables has been notified to the Assigned Debtor, and, should no General Acceleration Event or Property Acceleration
Event relating to a Property owned by the relevant Borrower have occurred, with the prior consent of the latter).


 


It is also agreed that any sums
that may be recovered in the context of any proceedings instigated against an Assigned Debtor or an agreement reached with an Assigned
Debtor shall be recovered on behalf of the Lenders, who shall have title to all such sums, with the relevant Borrower being authorised
to only use such sums in accordance with the conditions hereof and for as long as the relevant Receivables Assignment is not notified
to the Assigned Debtors in accordance with the conditions set out below.


 


		E)	In accordance with the provisions of Article L. 313-28 of the French Monetary and Financial Code,
the Security Agent (acting on behalf of the Lenders) may notify at any time to the Assigned Debtors the assignments entered into
pursuant to this Receivables Assignment, using the form of notice annexed hereto as Schedule 5-B.



 




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In the event of the notification
of the Receivables Assignments, the right of recovery referred to in paragraph (D) above shall be automatically revoked and the
Assigned Debtors shall have as their sole counterparty the Security Agent, acting on joint behalf of the Lenders, and the Assigned
Debtors shall be required to make the payments due pursuant to the Assigned Receivables directly to the Security Agent into the
Agent Account, on joint behalf of the Lenders or into any bank account of the Agent of which details are given in the notice. The
sums recovered by the Security Agent shall be allocated in accordance with Clause 9.2.3 (Allocation of the amounts received
by the Agent), as far as the other Assigned Receivables are concerned.


 


It is however agreed that Receivables
Assignments pursuant to the Loss of Rents Insurance Proceeds, the Acquisition Deeds and requests for VAT refunds or credits shall
be notified to the relevant Assigned Debtors upon the signature of the related Dailly Assignment Slips.


 


Any payment received by the relevant
Borrower notwithstanding the above notification shall be received merely in its capacity as an agent of the Lenders for the purposes
of the recovery of the Assigned Receivables.


 


The relevant Borrower undertakes
to deliver immediately to the Security Agent on behalf of the Lenders any instruments of payment or sums received by, it notwithstanding
any notification referred to above, and to provide the Security Agent with any useful information that the latter may request from
it for the purposes of the recovery of the Assigned Receivables.


 


In the event of the notification
of an Receivables Assignment to one or more Tenants, the Security Agent, on behalf of the Lenders, undertakes, if such Property
constitutes the subject-matter of a direct or indirect sale and subject to compliance by the relevant Borrower with its undertakings
pursuant to the Finance Documents, to send a letter to such Tenant(s) informing it or them of the release of the Receivables Assignment(s)
notified to them.


 


		F)	Unless stipulated otherwise in accordance with the terms of this Receivables Assignment:



 


		i)	each Borrower shall continue to be required to perform all its obligations (if any) pursuant to
the contracts giving rise to the Assigned Receivables;



 


		ii)	the exercise by the Security Agent of any one of the rights of the Lenders on behalf of the latter
pursuant to this Receivables Assignment shall not release the relevant Borrower from its obligations pursuant to the contracts
giving rise to the Assigned Receivables; and



 


		iii)	neither the Security Agent nor any Lender has assumed or will assume any obligation or liability
pursuant to the contracts referred to under (i) and shall not be obliged to comply with the undertakings or obligations incumbent
upon the relevant Borrower in this regard, or to instigate any recovery proceedings whatsoever (without prejudice to the right
of each Borrower to take any such action with the authorisation of the Security Agent).



 


Such assignments shall supplement
the other Security Interests and may not be substituted for them or operate as a novation thereof.


 




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		12.4	Insurance Delegations



 


Pursuant to the provisions of Article
L.121-13 of the French Insurance Code, the Lenders, in their capacity as the registered mortgagees of each one of the Properties
(with effect from the Rueil Acquisition Date in the case of the Rueil Property), shall receive any “property damage”
insurance proceeds paid by a relevant insurance company on the occurrence of an insured event affecting a Property.


 


The Undersigned Notary shall notify
the benefit of the provisions of the aforementioned Article L 121-13 of the French Insurance Code to the relevant insurance
company, with a block on the payment of any insurance proceeds, in order to protect the Lenders on the occurrence in particular
of an insured event.


 


Any insurance proceeds received
by the Lenders pursuant to such statutory delegation shall be allocated in accordance with the provisions of Clause 5.2.1.3


 


		12.5	Bank Account Pledges



 


		12.5.1	Definitions



 


For the purposes of this Clause,
the terms below shall have the following meanings:


 


Beneficiaries shall together
mean the Agent, the Security Agent and the Lenders in their capacity as beneficiaries of the Pledges, as well as their respective
and successive successors, transferees and assigns; Beneficiary shall mean any one of them. It is expressly agreed that
the Beneficiaries shall be duly represented for the purposes hereof (including in the event of an enforcement of the Pledges) by
the Security Agent, who is hereby instructed by each one of the Beneficiaries to do so.


 


Pledgors shall together
mean the Representative of the Borrowers, Borrower I, Borrower II and Borrower III pursuant to the Pledges, it being specified
that:


 


		(i)	the Agent of the Borrower shall pledge its Pooling Account; and



 


		(ii)	each Borrower shall pledge its Operating Account.



 


Pledged Accounts shall together
mean the accounts opened with the Accounts Bank, the details of which are provided below:


 


	Pledgor	 	Details of the Pledged Accounts
	 	 	 
	Borrower I	 	30003	 	03175	 	00020367428	 	04
	 	 	 	 	 	 	 	 	 
	Borrower II	 	30003	 	03175	 	00020367410	 	58
	 	 	 	 	 	 	 	 	 
	Borrower III	 	30003	 	03175	 	00020367402	 	82
	 	 	 	 	 	 	 	 	 
	Agent of the Borrower	 	30003	 	03175	 	00020368087	 	64


 




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Pledges shall together mean
each one of the first-ranking pledges granted over the Pledged Accounts pursuant to the provisions of Clause12.5.2 below.


 


		12.5.2	Grant



 


Each Pledgor, with each one of
them acting on its own account, hereby irrevocably pledges its Pledged Account to the Beneficiaries, as security for the payment
and repayment of the relevant Secured Obligations, and its provisional or final balance (including any interest generated on such
balance, as the case may be, in accordance with, and subject to the reservations stipulated by, Article 2360 of the French Civil
Code), in the form of a first-ranking privileged pledge, pursuant to the provisions of Articles 2355 et seq. of the French
Civil Code.


 


The Pledges granted pursuant to
this Clause shall supplement the other Security Interests and may not be substituted for them or operate as a novation thereof.


 


		12.5.3	Scope



 


In accordance with Article 2360
of the French Civil Code, the receivable pledged pursuant to each one of the Pledges shall be constituted by the provisional or
final credit balance of the relevant Pledged Account on the date of the enforcement of the Security Interest, subject to the settlement
of any outstanding transactions.


 


Any rights held by each Pledgor
in any sums credited to the relevant Pledged Account shall be automatically included in the scope of the Pledge granted by the
relevant Pledgor.


 


Each one of the Pledges shall constitute
continuing security, notwithstanding any account balancing or any other event.


 


		12.5.4	Notification for the purposes of enforceability



 


To the extent required, the Pledgors
and the Beneficiaries expressly instruct the Undersigned Notary to serve following the signature of this deed a purely informative
notice of the Pledges on the Accounts Bank, by means of an information notice of the pledges of the balances of the Bank Accounts
(the Information Notice).


 


		12.5.5	Operation



 


		A)	As long as no General Acceleration Event or Property Acceleration Event has occurred, each Pledgor
shall be entitled to use its Pledged Account without restriction, subject to compliance with the provisions of the Agreement and
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		B)	On the occurrence of any General Acceleration Event or Property Acceleration Event, the Security
Agent, acting on behalf of the Beneficiaries, may notify such occurrence to the Accounts Bank (with a copy to the relevant Pledgor)
by registered letter with an acknowledgement of receipt and therein request that the Accounts Bank immediately cease following
the instructions of the relevant Pledgor in relation to its Pledged Account, until such time as the relevant General Acceleration
Event or Property Acceleration Event is remedied or waived, or until such time as the Security Agent, acting on behalf of the Beneficiaries,
requests the transfer of the sums standing to the credit of the relevant Pledged Account in accordance with the provisions of Clause
12.5.6 below, to which each one of the Pledgors hereby consents.



 


		C)	By way of a derogation from the foregoing, each Borrower is hereby authorised to allocate the sums
standing to the credit of its Pledged Account after the service of a blocking notice on the Accounts Bank pursuant to paragraph
(B) above, in order, in the following order of priority:



 


		a)	to pay on its due date any VAT payable by the relevant Borrower to the tax authorities and to finance
any Operating Expenditure in accordance with paragraphs 1) and 2) of Clause 9.1.2.(A), excluding the remuneration of the
Asset Manager;



 


		b)	to pay on its due date any amount necessary to make it possible for the relevant Borrower to remedy
the General Acceleration Event or the Property Acceleration Event; then



 


		c)	to pay on their due date any maintenance, repair and replacement costs payable by the Borrowers
pursuant to the Leases that become due and payable during the Interest Period beginning on the relevant Interest Payment Date,
provided that such costs are strictly necessary (inter alia in order to carry out works ensuring compliance with standards);



 


		d)	to make a Distribution to any one of its shareholders or a Subordinated Lender, provided however
that such shareholder or Subordinated Lender immediately contributes Equity at least equal to the amount distributed to one or
more other Borrowers for the purposes of allowing them to perform their obligations pursuant to the Subordination Agreement and
any other Finance Document and, as the case may be, to remedy the relevant General Acceleration Event.



 


The Security Agent shall transmit
promptly to the Accounts Bank any instructions necessary to authorise payment of the sums referred to in paragraphs (a) to (d)
above.


 


		D)	The Representative of the Borrowers shall for its part be authorised to use the sums standing to
the credit of its Pledged Account after the dispatch of a blocking notice to the Accounts Bank, should the Security Agent have
authorised it to do so, for the purposes of allowing one or more Borrowers to remedy any General Acceleration Event or Property
Acceleration Event.



 


		E)	It is specified to the extent required that, insofar as the relevant General Acceleration Event
or Property Acceleration Event has been remedied or waived, the relevant Pledgor shall be once again at liberty to use the Pledged
Account, subject however to compliance with the provisions of the Agreement and the Subordination Agreement, and the Security Agent
must promptly, when requested to do so by the relevant Borrower, inform the Accounts Bank thereof.



 




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		12.5.6	Enforcement



 


On:
(x) the occurrence of a General Acceleration Event defined by Clause 15.1.1 (A) (Payment default) and on the expiry,
as the case may be, of any remediation period agreed upon; or (y) any Acceleration; or (z) the non-payment of any sums owed on
the Final Repayment Date, the Security Agent, acting on behalf of the Beneficiaries, may request that the Accounts Bank transfer
to it those sums standing to the credit of the Pledged Accounts or which may in the future be credited thereto. With effect from
such request, the parties agree that the Beneficiaries shall automatically become the owners of the sums standing at any time to
the credit of the Pledged Accounts.


 


On receipt of such a request, the
Accounts Bank shall pay within two (2) Business Days from receipt of such notice into any account of which the Security Agent has
notified the details to it the balance of the Pledged Accounts after settlement of any outstanding transactions, to which each
Pledgor hereby expressly consents.


 


The proceeds of the enforcement
of the Pledges shall be allocated to repay the relevant Secured Obligations in accordance with the provisions of Article 2364 of
the French Civil Code and the provisions of Clause 12.9(Allocation of proceeds from the Security Interests), with any difference,
should it be positive, being returned to each relevant Borrower in accordance with the provisions of Article 2366 of the French
Civil Code.


 


		12.5.7	Term



 


		A)	The Pledges constituting the subject-matter of this Clause 12.5 and the obligations of each Pledgor
in this regard shall remain in force until the date on which all the relevant Secured Obligations have been paid and repaid definitively
and in full. It is specified that until the date referred to above, the Pledges shall continue to produce their effects in the
event of a deferral of maturity or the amendment of any one of the clauses and conditions of the Agreement and the other Finance
Documents (inter alia in the event of an increase in the amount of the Secured Obligations), without the relevant Pledgor
being entitled to invoke such various facts as a novation and without it being necessary to amend the terms of this Clause, to
which each Pledgor hereby expressly consents.



 


		B)	The Security Interests granted pursuant to the Pledges shall not be deemed to have been extinguished
and shall not be affected by the periodic payments made from time to time over the term of the Agreement in order to partially
repay the relevant Secured Obligations.



 


		12.5.8	Benefit



 


All the rights, liens and options
granted to the Beneficiaries in accordance with the terms of this Clause 12.5 shall benefit their successive successors, transferees
and assigns, in accordance with the terms of Clause 17. of the Agreement, and all the covenants, representations and warranties
and obligations of the Pledgors pursuant to this Clause 12.5 shall bind their successive successors, transferees and assigns in
accordance with the same terms, it being however understood and agreed that:


 




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		a)	no Pledgor may assign all or any of its rights or delegate or assign all or any of its obligations
pursuant to this Clause 12.5 otherwise than in accordance with the conditions of the Agreement; and



 


		b)	the Security Agent or any one of the Beneficiaries may assign its rights and obligations pursuant
to this Clause 12.5 to any third party, in accordance with the conditions of the Agreement.



 


The provisions of this Clause 12.5
shall benefit each one of the Beneficiaries and their respective successors and assigns, inter alia as a result of a sale,
merger, demerger or asset contribution in accordance with Articles L.236-1 et seq. of the French Commercial Code into which
any one of the Beneficiaries may enter, without being required to comply with any specific formality or make any specific reiteration.


 


In the event of a transfer or assignment
of all or any of its rights and obligations by the Security Agent or any other Beneficiary in accordance with the conditions of
paragraph (A) above, the Security Agent or such Beneficiary hereby expressly reserves to itself, to which each Pledgor hereby consents,
all the rights and liens resulting from these Pledges, so that, in accordance with the provisions of Article 1278 of the French
Civil Code, these may benefit the designated successor or assignee of the Security Agent or such Beneficiary.


 


		12.6	Receivables Pledge – Original Subordinated Loans – Subordinated Loans



 


As security for the payment and
repayment of the Secured Obligations, the Majority Shareholder shall pledge by a separate deed of even date herewith to the Beneficiaries
any receivables that it may be owed by the Borrowers pursuant to the Original Subordinated Loans.


 


To the extent required it is recalled
that, in accordance with the terms of the Agreement, any new Subordinated Loan shall presuppose the concomitant accession of the
relevant Subordinated Lender to the Subordination Agreement (unless the latter is already a party or has already acceded thereto)
and the concomitant execution of a Receivables Pledge substantially in the form of the aforementioned Receivables Pledge granted
on the date hereof.


 


		12.7	Representative of the Borrowers Share Pledges – First-ranking



 


		12.7.1	Definitions



 


For the purposes of this Clause,
the terms below shall have the following meanings:


 


Beneficiaries shall together
mean the Agent, the Security Agent and the Lenders in their capacity as beneficiaries of the Pledges, as well as their respective
and successive successors, transferees and assigns; Beneficiary shall mean any one of them. It is expressly agreed that
the Beneficiaries shall be duly represented for the purposes hereof (including in the event of the enforcement of the Pledges)
by the Security Agent, who is hereby instructed by each one of the Beneficiaries to do so.


 


“Pledgor” shall
mean the OPCI and Borrower I, as shareholders of the Representative of the Borrowers, as identified in the list of parties to the
Agreement, with each of them acting as far as it alone is concerned.


 




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“Pledges” shall
together mean each one of the first-ranking pledges granted over the Shares held by the relevant Pledgor, pursuant to the provisions
of Clause below.


 


“Shares” shall
mean: (a) on the Date of the Original Credit Agreement, all the shares held by the relevant Pledgor in the share capital of the
Representative of the Borrowers, namely, on the Date of the Original Credit Agreement, the shares listed in the table below; and
(b) in the future any shares that may replace, be substituted for or supplement the shares originally pledged pursuant to this
Clause 12.7 (Representative of the Borrowers Share Pledges).


 


	SHARES PLEDGED ON THE DATE OF THE ORIGINAL CREDIT AGREEMENT
	Pledgor 	 	company whose shares

are pledged	 	number of shares pledged
	
        OPCI 
	 	Representative of the Borrowers	 	999 shares numbered 1 to 999
	
        Borrower I
	 	Representative of the Borrowers	 	1 share numbered 1,000


 


		12.7.2	Grant



 


On the Date of the Original Credit
Agreement, each Pledgor hereby irrevocably pledges to the Beneficiaries, as security for the payment and repayment of the relevant
Original Secured Obligations, the Shares held by it in the share capital of the Representative of the Borrowers, in the form of
a first-ranking privileged pledge, pursuant to the provisions of articles 2355 (insofar as it refers to the provisions relating
to pledges of tangible assets) and 2333 et seq of the French Civil Code, which the Representative of the Borrower accepts.


 


The Pledges granted pursuant to
this Clause shall supplement the other Security Interests and may not be substituted for them or operate as a novation thereof.


 


		12.7.3	Scope of the pledges



 


		(A)	Each of the Pledges shall cover



 


		(i)	any income or proceeds from or any amount ancillary to the Shares (including any options and pecuniary
rights, which are or may be attached to the Shares, such as any dividend, liquidation dividend or distribution resulting from a
share capital reduction or buy-back of shares), which in each case is not yet paid to the relevant Pledgor on the date of the enforcement
of the Pledge;



 


		(ii)	any share or right resulting from the pledged Shares or substituted for or supplementing the pledged
Shares, following an exchange, consolidation, division, allotment for no consideration, subscription in cash or otherwise; and



 


		(iii)	in accordance with the provisions of Article 2333 of the French Civil Code, any other new shares
held by the Pledgor in the Companies (including any options and pecuniary rights attached thereto) for any reason whatsoever after
the Date of the Original Credit Agreement, in each case such rights falling
within the scope of the relevant Pledge and being automatically incorporated into such Pledge, without such transactions constituting
in any way a novation of the rights and security interests held by the Beneficiaries pursuant to the Pledges.



 




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Each Pledgor waives any right to
be subrogated or substituted in any rights of the Beneficiaries pursuant to any payment made pursuant to the Pledge granted by
it and its right to invoke such rights and benefits, as long as the sums owed by the Borrowers under the Initial Tranche of the
Facility and, more generally, the Finance Documents are not paid and repaid definitively and in full.


 


		(B)	As long as the Pledges have not been enforced in accordance with the conditions set out below:



 


		(i)	the right to vote at the meetings of the Borrowers attached to the Shares shall continue to be
exercised by the relevant Pledgor in a manner that does affect the validity, effectiveness or enforceability of the Pledges or
that might prevent the Beneficiaries from exercising their rights pursuant to this Clause



 


		(ii)	the relevant Pledgor may dispose of any dividends, entitlements to dividends and other pecuniary
rights of which it is the beneficiary pursuant to the Shares held by it, subject however to compliance with the provisions of the
Agreement and the Subordination Agreement.



 


		12.7.4	Representations and Warranties



 


		(A)	Each Pledgor represents and warrants at the date hereof, on its own behalf and to the Beneficiaries,
the following:



 


		(a)	on the Date of the Original Credit Agreement, the Shares of the Representative of the Borrowers
have been duly issued and paid up in full and it has full title thereto;



 


		(b)	there exists no call or exchange option over all or any of the Shares held by it, or any project
including options to subscribe for or to purchase all or any of the Shares held by it, and, more generally, no agreement is in
force pursuant to which Representative of the Borrowers in the capital in which it holds Shares has or has assumed any obligation
to proceed with an issue of new shares;



 


		(c)	the Pledge of the Shares granted by it was authorised by a unanimous resolution of the shareholders
of each Borrower dated 29 December 2014;



 


		(d)	on the Date of the Original Credit Agreement, the Shares pledged by the Pledgors represent all
the shares issued by the Representative of the Borrowers.



 


		(B)	the representations and warranties set out paragraph (A) below are made and given on the Date of
the Original Credit Agreement and, as far as the representations and warranties in paragraph (b) are concerned, shall be deemed
to have been repeated on each date on which the representations and warranties set out in Clause 13 below are deemed to have been
repeated.



 




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		12.7.5	Undertakings



 


Each Pledgor undertakes for the
entire term of the Agreement to take all reasonable measures and to comply with any necessary formalities which it is requested
to take or with which it is requested to comply in writing by the Security Agent for the purposes of allowing the Beneficiaries
to exercise at any time the rights, remedies and liens granted to them pursuant to the law or this Clause 12.7.


 


		12.7.6	Enforcement



 


		(A)	Upon: (x) the occurrence of a General Acceleration Event defined by Clause 15.1.1 (A) (Payment
default) and on the expiry, as the case may be, of any remediation period agreed upon; or (y) any Acceleration; or (z) the
non-payment of any sums owed on the Final Repayment Date of the Initial Tranche, the Security Agent, acting on behalf of the Beneficiaries,
may exercise the rights, remedies and liens granted to any pledged creditor by the law by virtue of the Pledges, and may inter
alia, without prejudice to any other action that may be taken independently or concurrently, at the discretion of the Beneficiaries:



 


		(c)	proceed with a public sale of all or any of the Shares in accordance with the provisions of Article
L. 521-3 of the French Commercial Code; or



 


		(d)	procure the transfer to the Beneficiaries of title to all or any of the Shares pledged pursuant
to any one of the Pledges in accordance with the provisions of Article 2347 of the French Civil Code; or



 


		(e)	two (2) Business Days after serving notice on the relevant Borrowers and the Pledgors (the “Transfer
Date”), procure the transfer to itself of full title to all or any of the Shares in accordance with the provisions of Article
2348 of the French Civil Code pertaining to forfeiture clauses and the provisions of paragraph (B) below.



 


		(B)	The transfer of full title to the Shares referred to in paragraph (A)(c) above shall take place
on the Transfer Date in strict compliance with the following provisions:



 


		(f)	on the Transfer Date, the Beneficiaries (represented by the Security Agent) and the relevant Pledgors
shall together appoint, pursuant to the proposal of the Security Agent, an expert;



 


		(g)	the relevant Pledgors shall be at liberty to approve or reject the proposed expert (it being specified
that the silence of the Pledgors for five (5) consecutive Business Days shall be deemed to constitute their approval);



 


		(h)	on the rejection of an expert by the relevant Pledgors, an expert shall be appointed by an order
of the Presiding Judge of the Paris Commercial Court, pursuant to an ex parte application of the relevant Pledgors and/or the Security
Agent, from amongst the banks, the leading audit firms operating in France or any other expert appearing on the list of experts
approved by the Paris Appeal Court (in the section entitled “Economy and Finance”, having as their specialisation “Valuation
of corporate rights – mergers, demergers and contributions”);



 




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		(i)	the expert so appointed shall determine the value of the Shares on the Transfer Date within a period
of thirty (30) calendar days from its acceptance of such task. To such end, the relevant Parties undertake to provide the expert
with any documentation and information that may be useful to it in the performance of its task. The expert procedure shall:



 


		-	provide the relevant Parties with a reasonable
opportunity to make oral or written submissions;



 


		-	require that the relevant Parties provide
each other with a copies of any written submissions delivered to the expert concomitantly with such delivery to the expert;



 


		-	allow each relevant Party to attend any
hearing of the other Party; 



 


The valuation of the expert must
be duly justified and based on precise documented evidence and several calculation methods generally used in relation to the same
type of shares;


 


		(j)	the expert so appointed shall deliver to the Security Agent and the Pledgors its decision, which
must be accompanied by all supporting documents; the valuation of any expert appointed pursuant to this Clause shall be binding
on the Security Agent, the Beneficiaries and the Pledgors and may not be challenged in the absence of a clear error; and



 


		(k)	notwithstanding the foregoing, at any time during the procedure described in this paragraph (B),
the Security Agent shall have the option of recourse to any one of the other procedures described in paragraph (A) above, should
it deem this necessary to best preserve the interests of the Beneficiaries.



 


The Pledgors hereby undertake to
sign any document and comply with any formalities required to ensure the effectiveness of the transfer of the Shares on the Transfer
Date to the Beneficiaries and undertake to such end to deliver all the corporate documents of the relevant Borrower to the Security
Agent on the Transfer Date.


 


		(C)	Any proceeds so received from a sale of the Shares in the event of an enforcement of the Pledges
shall then be applied to repay the relevant Original Secured Obligations, in accordance with the provisions of Clause 12.8 (Allocation
of proceeds from the Security Interests).



 


Any sum received by the Beneficiaries
pursuant to the enforcement of the Pledges that exceed the sums required to pay and repay the Original Secured Obligations shall
be returned by the Beneficiaries to the Pledgors, pro rata their respective holdings in the relevant Borrower.


 


		(D)	The Beneficiaries shall in no circumstances bear any liability for any values determined for the
purposes of the enforcement of the Pledges. (D) The reasonable costs resulting from the enforcement of the Pledges shall be borne
by the Pledgors and shall be set off against the proceeds of the enforcement of the Pledges.



 




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		12.7.7	The Term



 


		(A)	The pledges constituting the subject-matter of this Clause 12.7 and the obligations of the Pledgors
in this regard enter into force on the Date of the Original Credit Agreement and shall remain in force until the date on which
all the relevant Original Secured Obligations have been paid and repaid definitively and in full. It is specified that until such
date the Pledges shall continue to produce their effects in the event of a deferral of maturity or the amendment of any one of
the clauses or conditions of the Agreement and the other Finance Documents (inter alia in the event of an increase in the amount
of the Original Secured Obligations), without any Pledgor being entitled to invoke such various facts as a novation and without
it being necessary to amend the terms of this Clause, to which each Pledgor hereby expressly consents.



 


		(B)	The Security Interest granted pursuant to this Clause shall not be deemed extinguished and shall
not be affected by any payments made from time to time over the term of the Agreement in order to partially repay the relevant
Secured Obligations.



 


		12.7.8	Formalities



 


The Security Agent, in the name
and on behalf of the Beneficiaries, shall, at the expense of the relevant Pledgors, register the Pledges in accordance with the
provisions of Decree No. 2006-1804 of 23 December 2006, enacted for the purposes of the implementation of Article 2338 of the French
Civil Code, pertaining to the publication of pledges without any transfer of title, and the Security Agent shall renew any such
registration as long as such Pledge is in force and, in particular before the end of the fifth year of its first registration.


 


To such end, all powers are granted
to the Undersigned Notary.


 


		12.7.9	Benefit



 


		(A)	All the rights, liens and options granted to the Beneficiaries in accordance with the terms of
this Clause 17 shall benefit their successive successors, transferees and assigns, in accordance with the terms of article of the
Agreement, and all the covenants, representations and warranties and obligations of the Pledgors pursuant to this Clause shall
bind their successive successors, transferees and assigns in accordance with the same terms, it being however understood and agreed
that:



 


		(l)	a Borrower may not assign all or any of its rights or delegate or assign all or any of its obligations
pursuant to this Clause 5.2.1.1 otherwise than in accordance with the terms and the conditions of the Agreement, and in particular
the provisions of Clause; and



 


		(m)	the Security Agent or any one of the Beneficiaries may assign its rights and obligations pursuant
to this Clause 12.7 to any third party, in accordance with the conditions of the Agreement.



 


		(B)	The provisions of this Clause 12.7 shall benefit each one of the Beneficiaries and their respective
successors and assigns, inter alia as a result of a sale, merger, demerger or asset contribution in accordance with Articles L.236-1
et seq. of the French Commercial Code into which any one of the Beneficiaries may enter, without being required to comply with
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		(C)	In the event of a transfer or assignment of all or any of its rights and obligations by the Security
Agent or any other Beneficiary in accordance with the conditions of paragraph (A) above, the Security Agent or such Beneficiary
hereby expressly reserves to itself, to which each Pledgor hereby consents, all the rights and liens resulting from these Pledges,
so that, in accordance with the provisions of Article 1278 of the French Civil Code, these may benefit the designated successor
or assignee of the Security Agent or such Beneficiary.



 


		12.7	Cash Pledges



 


		12.7.1	Financial Ratios Cash Pledges



 


		12.7.1.1	Grant



 


		c)	In the event of Non-Compliance with a Blocking Financial Ratio determined on any Calculation Date,
each Borrower shall pay by way of a cash pledge (for each Borrower a Financial Ratios Cash Pledge) on the Interest Payment
Date corresponding to or immediately following such Calculation Date,17 by way of a transfer to the Financial Ratios
Cash Pledge Account, the entirety of its Excess Cash.



 


The Excess Cash of each Borrower
paid into the Financial Ratios Cash Pledge Account on a given Interest Payment Date and plus, as the case may be, the Excess Cash
of the Borrowers paid on one or more previous Interest Payment Dates, shall hereinafter be referred to as the Cash Pledge Amount.


 


		12.7.1.2	General characteristics of the Financial Ratios Cash Pledges



 


The Agent shall automatically book
the Financial Ratios Cash Pledges amongst its own assets. Neither the Borrowers nor the Representative of the Borrowers shall have
access to such sums in any circumstances.


 


Until the allocation of the Cash
Pledge Amount in accordance with the provisions of Clause 12.8.1.3 below, the latter shall be retained with full title by the Agent
on behalf of the Lenders.


 


The Financial Ratios Cash Pledges
shall continue to produce their effects in the event of a deferral of maturity or the extension or modification of any one or more
of the Secured Obligations, irrespective of whether this results from an express or tacit agreement of the parties.


 





 



 


17 Confirm whether the Calculation
Dates coincide with the Interest Payment Dates.


 




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		12.7.1.3	Allocation and enforcement of the Financial Ratios Cash Pledges



 


		(A)	If on a given Calculation Date it appears that the Cash Pledge Amount exceeds the amount necessary
to remedy any relevant Non-Compliance with a Blocking Financial Ratio (presuming that the Cash Pledge Amount is allocated to repay
the Outstanding Amount of the Acquisition Tranche), then the Agent, when requested to do so by the Representative of the Borrowers,
shall return the surplus to all the Borrowers within five (5) Business Days by way of transfers to the Operating Account of the
Borrowers pro rata their Allocated Acquisition Share in the Acquisition Tranche.



 


By way of an exception to the foregoing,
no amount shall be returned to the Borrowers if, on the relevant date, any General Acceleration Event or Potential General Acceleration
Event is continuing. If any Property Acceleration Event or Potential Property Acceleration Event is continuing, no amount shall
be returned to the relevant Borrower.


 


		(B)	Should the Borrowers have been required to pledge pursuant to Clause 12.8.1.1 their Excess Cash
on three (3) consecutive Interest Payment Dates, the Cash Pledge Amount shall on such third consecutive Interest Payment Date be
allocated to repay the Outstanding Amount of the Acquisition Tranche, in accordance with the provisions of Clause 5.2.1.5



 


The Cash Pledge Amount shall also
be allocated to repay the Outstanding Amount of the Acquisition Tranche, in accordance with the provisions of Clause 5.2.1.5 on
the fourth consecutive Interest Payment Date and, as the case may be, on the fifth consecutive Interest Payment Date, if on such
fourth consecutive Interest Payment Date or, as the case may be, on such fifth consecutive Interest Payment Date, the Borrowers
are required pursuant to Clause 12.8.1.1 to pledge their Excess Cash.


 


		(C)	The Agent may on behalf of the Lenders at any time, in the event of Acceleration occurring or any
sums being due and payable and remaining unpaid on their due date, exercise the rights pursuant to the Financial Ratios Cash Pledges
that beneficiaries of a cash pledge may exercise under French law, up to any amount due and payable but unpaid by the relevant
Borrowers(s) pursuant to the Finance Documents, in order to allocate such sums to pay and/or repay the debt owed to the Lenders
pursuant to the Finance Documents.



 


It is expressly acknowledged and
agreed by the parties that the Agent may enforce the Finance Ratios Cash Pledges after it has informed the Representative of the
Borrowers, without however any formal demand or other notice of any nature whatsoever being required.


 


		12.7.2	Cash Pledge



 


		12.7.2.1	Grant



 


The Parties agree that any sum
transferred (a “Transferred Sum”) in accordance with the provisions of the Agreement and the other Finance Documents
to the Agent Account or any other account shall constitute a Cash Pledge to the Beneficiaries, subject to the terms and conditions
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		12.7.2.2	General characteristics of the Cash Pledge



 


Any amount credited to the Agent
Account by way of a Cash Pledge shall be automatically booked by the Agent amongst its own assets. The Representative of the Borrowers
and the Borrowers shall not have access to such sums in any circumstances.


 


Until the return or the allocation
of a Transferred Sum in accordance with the applicable provisions of Clause 5.7 (B) or any other Clause, it shall be retained with
full title thereto by the Agent on behalf of the Lenders.


 


Each Cash Pledge shall continue
to produce its effects in the event of a deferral of maturity or the extension or modification of any one or more of the Secured
Obligations, irrespective of whether this results from an express or tacit agreement of the parties.


 


		12.7.2.3	Enforcement



 


Without prejudice to the allocation
of all or part of a Transferred Sum in accordance with the applicable provisions of the above Clauses, the Agent may on behalf
of the Lenders, In the event of an Acceleration occurring or on the Final Repayment Date, exercise any rights in the Transferred
Sum that the beneficiary of a cash pledge may exercise under French law, up to any amount due and unpaid by the Borrowers pursuant
to the Finance Documents.


 


It is expressly acknowledged and
agreed by the parties that the Agent may enforce any Cash Pledge and allocate such cash to pay the sums owed and payable by the
relevant Borrower to the Lenders, after it has informed the Representative of the Borrowers thereof, without however any formal
demand or notice of any other nature whatsoever being required.


 


		12.8	Representative of the Borrowers Surety



 


The Representative of the Borrowers
shall act as joint and several surety with the Borrowers with regard to the Agent, the Security Agent and the Lenders (the Beneficiaries),
as security for the compliance of the Borrowers with their obligations in accordance with terms of the Finance Documents, pursuant
to the application of this clause and in accordance with the conditions of Articles 2288 et seq. of the French Civil Code
(the Representative of the Borrowers Surety).


 


The Representative of the Borrowers,
in its capacity as surety, hereby irrevocably and expressly waives the benefits of challenge and division provided for by Articles
2298 and 2303 of the French Civil Code. The Beneficiaries may enforce the Representative of the Borrowers Surety without being
required first of all to exhaust their remedies with regard to each Borrower and without enforcing any other Security Interests
in rem or in personam which they otherwise hold or may hold.


 


The Representative of the Borrowers,
in its capacity as surety, hereby irrevocably and expressly waives the benefit of Articles 2309 and 2316 of the French Civil Code
and undertakes accordingly not to take any action against the Borrowers in the event of an extension of the term granted by the
Beneficiaries or any one of them.


 




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The Representative of the Borrowers,
in its capacity as surety, irrevocably and expressly waives, until such time as the Secured Obligations are discharged in full,
its right: (i) to take any action or seek any remedy (including the personal remedy provided for by Article 2305 of the French
Civil Code) and any right (including any contractual or statutory subrogation) that it might hold pursuant to the Representative
of the Borrowers Surety against the Borrowers; and (ii) to invoke the benefit of any security granted to the Beneficiaries pursuant
to the Secured Obligations.


 


In the event of the activation
of the Representative of the Borrowers Surety, the Agent, acting on its own behalf and on behalf of the other Beneficiaries, shall
send to the Representative of the Borrowers a payment request, stipulating the amount of the unpaid sums that are owed to the Beneficiaries.
The Representative of the Borrowers undertakes to pay to the Agent on behalf of the Beneficiaries any amount of which payment is
requested pursuant to the Representative of the Borrowers Surety within two (2) Business Days from receipt of the relevant payment
request.


 


The Representative of the Borrowers
Surety may be activated on one or more occasions.


 


The Representative of the Borrowers
Surety shall continue to produce its effects in the event of a deferral of maturity, any extension of payment periods or any amendment,
even if tacit, to the terms of the Finance Documents, without it being necessary to notify any such event to the Representative
of the Borrowers, and such an event may in no circumstances be deemed to constitute a novation.


 


The Representative of the Borrowers
Surety shall continue to produce its full effects in all circumstances, and in particular should a Borrower constitute the subject-matter
of an Insolvency Procedure or any other judicial or extrajudicial procedure seeking to bring about the collective discharge of
its liabilities or its reorganisation (inter alia by way of a merger or demerger) or seeking to achieve similar objectives,
with the Representative of the Borrowers remaining, notwithstanding the occurrence of such events, personally liable without being
able to invoke with regard to any one of the Beneficiaries any conditions that may be invoked by the relevant Borrower with regard
to the surety in the context of such procedures, subject to the mandatory provisions of the French Commercial Code.


 


It is expressly agreed with the
Representative of the Borrowers that no change whatsoever to the legal situation of a Borrower or any one of the Beneficiaries
(and in particular but without limitation any merger, demerger, partial asset contribution or change of corporate form), inter
alia in the event of a novation, may bring to an end the obligations of the Representative of the Borrowers pursuant to the
Representative of the Borrowers Surety.


 


Subject to Article L. 313-22
of the French Monetary and Financial Code, the Representative of the Borrowers acknowledges that it is in a position personally
to monitor the situation of each Borrower for whom it acts as surety. Accordingly, the Beneficiaries shall not be required to notify
to the Representative of the Borrowers any extension of the term, any non-payment by a Borrower or any other event capable of affecting
the financial or legal situation of a Borrower.


 


The Representative of the Borrowers
Surety shall remain in force until the date on which the Borrowers are no longer bound by any payment obligation pursuant to the
Secured Obligations.


 




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		12.9	Allocation of the proceeds of the Security Interests



 


		a)	The proceeds of any enforcement of the Security Interests (other than the Security Interests In
Rem referred to in paragraph (B) hereinafter) from which the Lenders and the Agent and the Security Agent benefit shall be
allocated with priority to pay registration costs and the costs of enforcing the Security Interests borne by the Agent and the
Security Agent, and then allocated between them on a pari passu basis pro rata the Secured Obligations payable to
each one of the Lenders, the Agent and the Security Agent.



 


		b)	To the extent required it is specified that the proceeds of the enforcement of the Security Interests
In Rem shall be allocated to the relevant beneficiaries in accordance with the ranking of the registration of the relevant
Security Interests In Rem, as stipulated by Clause 12.1 (Security Interests In Rem).



 


		c)	The portion of the proceeds of the enforcement of the Security Interests payable to the Lenders,
the Agent and the Security Agent pursuant to the provisions of paragraph (A) above shall be allocated to pay and repay the any
due and payable Secured Obligations in the following order:



 


		d)	any fees, costs, expenses and ancillary amounts due and payable under the Facility;



 


		e)	any interest and default interest due and payable under the Facility; and



 


		f)	the amount of the principal due and repayable to the Lenders under the Facility and any Break Costs;



 


with the amounts referred to in
the above paragraphs to be allocated between the Lenders pro rata the amount of their participations in the Facility.


 


Any sums recovered by the Agent
pursuant to any Security Interest which exceed the amount of the Secured Obligations pursuant to such Security Interest shall be
promptly repaid to the Pledgor.


 


		13.	Representations and warranties



 


		13.1	General representations and warranties of the Borrowers



 


On the Signing Date, each one of
the Borrowers represents and warrants as follows to the Agent and the Lenders, with each one of them so doing as far as it alone
is concerned:


 


		13.1.1	Existence – Business



 


		a)	it is a duly incorporated and registered French property company (société civile)
which exists validly in accordance with French laws and regulations;



 


		b)	it operates no business other than the business stipulated by its articles of association in force
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		13.1.2	Capacity



 


It
has the capacity to enter into the Transaction Documents to which it is a party and to perform the obligations that are or may
be imposed on it thereby;


 


		13.1.3	Powers – Corporate authorisations



 


		a)	the signature of the Transaction Documents to which it is a party has been duly authorised by its
competent corporate bodies whenever required by the law or its articles of association and requires no authorisation from a competent
authority that has not been already obtained;



 


		b)	such corporate authorisations are in force and are being complied with, and there exist no circumstances
by virtue of which they could be withdrawn, not renewed, amended or cancelled in whole or in part;



 


		13.1.4	Valid obligations and pari passu ranking



 


the
obligations incumbent upon it pursuant to the Agreement and any other Finance Document: 


 


		a)	constitute valid obligations that are legally binding upon it and are capable of being enforced
against it in accordance with their terms, subject to the general principles of the law limiting its obligations and/or subject
to the effects of any insolvency procedures and/or any other statutory or regulatory provisions affecting in a general manner the
rights of creditors;



 


		b)	as far as its payment obligations are concerned and to the extent that such obligations do not
benefit from any special priority pursuant to a Lien created and/or granted pursuant to the Security Interests, rank at least pari
passu with its unsecured and unsubordinated indebtedness, subject to those obligations that enjoy priority pursuant to the
effects of the law or pursuant to the Subordination Agreement;



 


		13.1.5	No immunity 



 


neither it nor
any one of its Assets benefits from any immunity whatsoever against any proceedings, attachment, compensation or other legal proceedings;


 




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		13.1.6	No breach 



 


the
signature by it of any Finance Document to which it is a party shall not breach: (1) any applicable law or regulations or authorisation
to which it is subject or which are applicable to its Assets; (2) any contract to which it is a party; (3) any provision of its
articles of association or other corporate documents; and (4) on the Signing Date alone, any judgement which is provisionally enforceable
or has acquired the force of res judicata in proceedings to which it is a party;


 


		13.1.7	Applicable law – Jurisdiction 



 


the
choice of French law to govern the Finance Documents to which it is a party and which have been expressly made subject to French
law, is legal and valid, binding upon it and enforceable against it;


 


the grant of
jurisdiction to the courts located within the geographical jurisdiction of the Paris Appeal Court to hear any dispute relating
to the Finance Documents to which it is a party and which have been expressly made subject to French law, is legal and valid, binding
upon it and enforceable against it;


 


		13.1.8	Authorisation – Activities



 


		a)	subject to any formality necessary to ensure enforceability that must be complied with pursuant
to the Security Documents, all the authorisations, consents, approvals, documents or decisions originating from any administration,
public authority or court, if any, and all the documents and measures that may be necessary and are its responsibility pursuant
to any applicable law or regulations in order: (i) to perform its obligations pursuant to the Finance Documents to which it is
a party; and (ii) to pursue its activities, have been obtained or taken and such authorisations and consents remain in force; 



 


		b)	there exist no circumstances that have been brought to its knowledge by virtue of which such authorisations,
consents, approvals, documents or decisions could be withdrawn, not renewed, amended or cancelled in whole or in part;



 


		c)	it is in all material regards in compliance with the statutory, regulatory and administrative provisions
applicable to it;



 


		d)	it has no employees;



 


		e)	it conducts its business in its own name and keeps separate accounts;



 


		f)	its centre of main interests is located in France;



 


		13.1.9	No interests in any other entities



 


		a)	subject to its membership of any Association Foncière Urbaine Libre or Association
Syndicale Libre which it may join in its capacity as owner of a Property, it has never had and does not have any interest whatsoever,
either directly or indirectly, in any de jure or de facto company or in any other entity that is incorporated or
domiciled in any country whatsoever, either with or without a legal personality (including inter alia any economic interest
grouping or partnership), and it is not a party to any agreement, shareholders’ agreement or partnership agreement (and in
particular any joint venture or silent partnership agreement);



 




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		b)	it has never performed the functions of a de facto or de jure director of a company
or any entity with or without a legal personality;



 


		13.1.10	Accounting Documents



 


		a)	all the financial and accounting documents relating to it delivered to the Agent in accordance
with Clause 4 (Conditions precedent) and Clause 14. (Covenants) were drawn up in accordance with accounting
principles and practices generally accepted in France as habitually applied by it, and are lawful and truthful and present a faithful
picture of its assets, financial situation and results on the date on which they were produced and for the period to which they
relate;



 


		b)	there has been no change in its accounting situation that might constitute a Material Adverse Event
since the date on which its most recent accounts were delivered to the Agent;



 


		13.1.11	Business Plan



 


the
Business Plan was produced by the Borrowers (or by the Representative of the Borrowers on their behalf) on the basis of forecasts
and assumptions that the Borrowers (or the Representative of the Borrowers acting on their behalf) deemed in good faith to be reasonable
on the date on which they were produced (subject to the uncertainty to which forecasts are as a matter of course subject);



 


		13.1.12	Accurate information - Complete documents



 


		a)	the factual information in any document delivered by it (or delivered by the Representative of
the Borrowers on its behalf) to the Lenders and the Agent pursuant to Clause 4 (Conditions Precedent) and Clause 14.
(Covenants) was accurate at the time it was compiled (subject to the uncertainty to which forecasts are as a matter of course
subject), truthful and correct in all material regards (and as far as any documents produced by a third party are concerned, such
documents are to the best of its knowledge accurate and correct), and nothing has occurred since the delivery of such documents
which could require their material and negative revision or which it is reasonable to expect might make them inaccurate or incorrect
and which has not been brought to the knowledge of the Agent;



 


		b)	the documents delivered by it (or delivered by the Representative of the Borrowers on its behalf)
to the Lenders and the Agent on the Signing Date, are to its knowledge on the date of their delivery copies of signed and complete
originals which were not modified or amended in any manner whatsoever prior to the date of their delivery and there do not exist
between the parties to such agreements or documents any contracts, agreements or understandings other than those entered into in
the context of this financing that could materially and adversely affect the terms and conditions of such documents;



 




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		c)	there is no material information capable of adversely affecting its Assets, its business or the
operation of its Property of which it is aware and which has not been disclosed to the Lenders or the Agent;



 


		13.1.13	Expert Report



 


		d)	all the information provided by it to the Expert (or provided by the Representative of the Borrowers
on its behalf) for the purposes of the completion of any Expert Report, in accordance with the terms of the Agreement, was accurate
and provided in good faith on the date of its provision to the Expert;



 


		e)	to its knowledge, it has not failed to provide to the Expert any information held by it which,
had it been provided, would have adversely affected the Market Value of its Property or Properties, as determined by the Expert;



 


		13.1.14	Taxes



 


		a)	it is up-to-date in terms of the payments of any taxes to which it is subject, save however for
those taxes of which it has in good faith challenged the payability and for which an adequate provision has been duly booked or
the payment of which has been suspended or in respect of which a grace period has been granted by the relevant authority;



 


		b)	all tax returns have at all times been completed, signed or filed in a diligent manner by it and
within the periods stipulated by the applicable regulations;



 


		c)	on the Signing Date, it is in compliance with the obligations incumbent upon it pursuant to the
tax regime applicable to it or, should any non-compliance exist, such non-compliance is not capable of calling into question the
benefit of the tax regime applicable to it;



 


		d)	it is up-to-date and all the legal entities that directly or indirectly own it are up-to-date in
terms of its or their obligations in connection with three per cent (3%) tax provided for by Articles 990 D et seq. of the
French General Tax Code;



 


		e)	it has validly opted to subject its Rents to VAT in accordance with the provisions of Article 260-2
of the French General Tax Code and Article 194 of Schedule II to the French General Tax Code;



 


		f)	all applications for VAT refunds have been duly filed within the periods stipulated by the tax
authorities, in the due and proper form and in compliance with the applicable regulations;



 


		g)	on the Signing Date, no Tax Deduction is applicable to the payment of any sum that is or may be
owed by it to the Lenders who are Qualifying Lenders pursuant to the Finance Documents;



 




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		13.1.15	Disputes



 


save
for the disputes listed in Schedule 8, there are on the Signing Date no proceedings pending before a court or administrative
court or arbitral tribunal and no such action, procedure or proceedings has been threatened in writing, against it or in connection
with any one of its Assets that could be capable, were the relevant claims to be allowed, of affecting materially and adversely
its ability to perform its obligations pursuant to the Finance Documents to which it is a party;


 


		13.1.16	Indebtedness



 


it
has no Indebtedness other than Permitted Indebtedness (and in particular Indebtedness resulting from the Cash-Pooling Agreement);



 


		13.1.17	Acceleration Events



 


on
the Signing Date, no General Acceleration Event or Potential General Acceleration Event affecting it subsists; 


 


		13.1.18	Bank accounts



 


it
has no bank accounts other than the Operating Account held with the Accounts Bank;


 


		13.2	Representations relating to the Properties



 


Each one of the Borrowers represents
and warrants as follows to the Agent and the Lenders, with each one of them so doing as far as it alone is concerned, on the Signing
Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower III):


 


		13.2.1	Title to the Assets – Liens



 


		a)	it holds an incommutable right of title to its Property and full title to all its other Assets;



 


		b)	its Property is not encumbered by any easement other than: (1) those referred to in the title deeds
or the planning information memoranda delivered to the Agent; (2) the division descriptions and co-ownership regulations; and (3)
statutory or regulatory easements or those resulting from the natural location of the premises, and none of such easements (or
their withdrawal in the case of easements that benefit the site of the relevant Property) is of a nature to adversely affect the
Market Value of its Property or its day-to-day operation;



 


		c)	it is not bound by any undertaking or obligation pursuant to any material restriction of or limitation
on the use or possession of its Properties, save for those stipulated by the Leases and the Finance Documents;



 


		d)	on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date
(in the case of Borrower III), there exists no option to buy or undertaking to sell its Property;



 




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		e)	on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date
(in the case of Borrower III), no expropriation or requisition procedure involving all or part of its Property is continuing or,
to the best of its knowledge, is on the point of being instigated, and more generally, no proceedings, action, interim measure
or process has been instigated, or, to the best of its knowledge, is capable of being instigated, that seeks to call into question
its right of title to its Assets or the operation of its Property or Properties; 



 


		f)	no Lien other than those stipulated by or referred to in the Finance Documents has been granted,
maintained, extended or registered over its Property, with the exception however of the Security Interests In Rem or those
which shall be definitively released on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition
Date (in the case of Borrower III);



 


		g)	its Assets other than its Property are not subject to any Lien or like rights other than the Security
Interests granted by it to the Agent, the Security Agent and the Lenders in accordance with the Finance Documents;



 


		h)	the Security Interests granted by it pursuant to the Finance Documents are first-ranking privileged
security interests granted to the Agent, the Security Agent and the Lenders;



 


		13.2.2	Urban planning



 


		a)	to the best of its knowledge, the construction works on its Property completed prior to the Signing
Date (in the case of Borrower I and Borrower II) or the Rueil Acquisition Date (in the case of Borrower III) are no longer capable
of constituting the subject-matter of any administrative injunction or challenge;



 


		b)	the construction works on its Property after the Signing Date (in the case of Borrower I and Borrower
II) or the Rueil Acquisition Date (in the case of Borrower III) have been completed or are being completed in all material regards
in compliance with the urban planning rules applicable at the time of their completion, the related construction permits are definitive
and have been purged of third-party appeal rights and the administration’s right of withdrawal and any third-party appeal;



 


		c)	its Property continues to comply in all material regards with all the urban planning rules applicable
to it;



 


		d)	to the best of its knowledge of the authorisations held by the Tenants, the Administrative Authorisations
required for the operation of its Property are definitive in nature, and it has no knowledge of any action, procedure or challenge
brought by the authorities or any interested party seeking to call into question such authorisations, of which it has not informed
the Agent;



 




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		13.2.3	Insurance - Insured events



 


		a)	it has taken out personally or has had taken out on its behalf with one or more insurance companies
with a credit rating of at least “A-” having their registered office in France or a branch in France, one or more all
risks (All Risks Except) policies governed by French law and covering the Property owned by it, in an amount at least equal to
its reconstruction cost or reinstatement value (including the costs of replacing any damaged facilities or equipment which it may
own (such replacement costs are in line with the value of the Property and the capital sums declared by the relevant Borrower));
the amount of the cover obtained for its Property is not less than the reinstatement value thereof stipulated by the most recent
Expert Report;



 


In addition, such policy or policies
must:


 


		(i)	cover the fees of experts and the costs of architects;



 


		(ii)	contain a “losses and ancillary costs” clause covering inter alia the costs
associated with demolition, earthworks and site security resulting from an insured event;



 


		(iii)	cover all risks of loss or damage that are generally insurable (including inter alia natural
disasters, fire, lightning, explosions, floods, storms, hail and snow, accidents involving aircraft, riots, sabotage, acts of terrorism,
theft, accidents involving electric equipment and broken glass);



 


		(iv)	include “loss of rents” cover for a period of at least thirty-six (36) months, it being
specified that the “loss of rents” cover is in the nature of “Operating Losses” cover;



 


		b)	it it
has taken out personally or had taken out on its behalf an all risks policy as described above, and a property-owner’s civil
liability policy covering the financial consequences of its civil liability, with the following insurance companies:



 


AXA France IARD,
313 Terrasse de l’Arche 92727 NANTERRE CEDEX under policy number 651991204 concerning the


 


ALLIANZ, 87 rue
de Richelieu 75002 PARIS, under policy number 54398844 concerning the insurance policy taken out by the owners’ association
of the Marseille building;


 


		c)	such policies contain provisions in accordance with which: (x) the insurance company may only terminate
such policy for the non-payment of the premium by serving a termination notice on the relevant Borrower or the Representative of
the Borrowers acting on behalf of such Borrower at least thirty (30) calendar days in advance of such termination, with it being
incumbent upon such Borrower or the Representative of the Borrowers to notify the Agent thereof without delay, without this provision
or the benefit hereof constituting any obligation incumbent upon the Agent or the Lenders to pay such premium; and (y) the Agent,
acting in the name and on behalf of the Lenders, may substitute itself for the relevant Borrower or the Representative of the Borrowers
in the performance of its obligations pursuant to the insurance policies, if the Borrower or the Representative of the Borrowers
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		d)	such insurance policies are in force, no premium that is due and payable pursuant to such policies
remains unpaid and it has no knowledge of any fact or event that would make it possible for the insurance company to terminate
or restrict cover under such insurance policies;



 


		e)	the benefit of any insurance proceeds pursuant to the insurance policies referred to in paragraph
(a) above may be validly allocated, assigned or delegated to the Beneficiaries in accordance with the conditions of the Agreement;



 


		f)	on the Date of the Original Credit Agreement (in the case of Borrower I and Borrower II) or the
Date of Amendment N°1 (in the case of Borrower III), no insured event is continuing on its Property;



 


		g)	on the Signing Date (in the case of Borrower I and Borrower II) or the Rueil Acquisition Date (in
the case of Borrower III), no insured event is continuing on its Property;



 


		13.2.4	Mandatory construction insurance policies



 


		a)	all works undertaken or carried out on its Property and completed within the last ten (10) years,
insofar as these fall within the scope of the provisions of Articles L.242-1 et seq. of the French Insurance Code, are covered
by a construction damage insurance policy and a property developer’s ten-year civil liability policy, taken out by or on
behalf of the owner and providing sufficient amounts of cover for the relevant works, from leading insurance companies known to
be solvent. This representation is made on the basis of the knowledge of each Borrower and subject to the provisions of the Acquisition
Deed relating to the relevant Property and in respect of works completed prior to the signature of the Acquisition Deed by the
relevant Vendor, previous owners or Tenants;



 


		b)	as far as the works completed by it on its Property after the Signing Date (in the case of Borrower
I and Borrower II) or after the Rueil Acquisition Date (in the case of Borrower III) are concerned, all the documents required
by the insurance companies to ensure the effectiveness of the policy and the cover provided have been delivered to such insurance
company;



 


		c)	all the premiums payable pursuant to the aforementioned policies (including the final premiums,
if these are payable) have been paid; this representation is made on the basis of the knowledge of each Borrower and subject to
the contents of the Acquisition Deed relating to the relevant Property in respect of works completed by the relevant Vendor relevant,
previous owners and/or Tenants;



 


		d)	any recourse necessary, as the case may be, to activate the ten-year cover has been exercised within
the stipulated periods;



 


		13.2.5	Structure and maintenance of the Properties



 


		a)	its Property does not contain any structural or technical defect;



 




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		b)	its Property is maintained in a good state of repair, subject to the undertakings assumed by the
Tenants in terms of maintenance pursuant to the Leases (it being however specified that should it become aware of any such breach,
it shall promptly serve notice on the Tenant to comply with the terms of the lease);



 


		13.2.6	Leases



 


		a)	each one of the Leases: (i) imposes valid obligations on the relevant Tenant; (ii) may be enforced
against the relevant Tenant in accordance with its terms, subject to the rules generally applicable to leaseholders’ rights;
(iii) may not be terminated or rescinded as a result of the conduct of the Borrower or an obligation with which it fails to comply;
(iv) stipulates a use compliant with the permitted use and use of the relevant Property, as laid down by the Administrative Authorisations
obtained;



 


		b)	on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date
(in the case of Borrower III), there exists no litigation other than that referred to in its Acquisition Deed, and it has not received
from a Tenant by registered letter or served by a bailiff any written threat to instigate proceedings, save for those referred
to in the documents provided by the Vendor;



 


		c)	each one of the Leases stipulates a use compliant with the permitted use and actual use of its
Property;



 


		d)	on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date
(in the case of Borrower III), each Tenant is in compliance with its main obligations under the relevant Lease;



 


		e)	the Rents under all the Leases are subject to VAT;



 


		13.2.7	Set-off pursuant to the Leases



 


on the Signing
Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower III), no Tenant has
a claim against it pursuant to any Lease that might allow the relevant Tenant to set off any sum owed by it to the relevant Borrower
pursuant to the Lease against any other sum that may be owed by the relevant Borrower to the Tenant pursuant to the Lease or any
other contract (subject, as the case may be, to any security deposits, any works to be carried out by a Tenant that a Borrower
may have undertaken to carry out in accordance with the terms of the relevant Lease or any adjustments of charges paid by the Tenants);


 


13.2.8Environment -
public health - no specific hazards


 


		a)	in light of their current use, the Properties, subject to compliance by the Tenants with the stipulations
in the reports produced and provided to the Agent and the Lenders on the Signing Date, are not capable of constituting a hazard
for the environment or public health or of giving rise to any decontamination obligation or of constituting a specific risk to
their surroundings;



 




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subject to the actions
of the Tenants and save for standard cleaning products, no polluting, hazardous or toxic substances or waste materials are produced
or processed on the Properties;


 


		b)	each Property is in compliance with the regulations resulting from the French Public Health Code
relating to asbestos;



 


on the Signing Date
(in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower III) and in such regard,
no Property is subject to any order to carry out decontamination works or works to eradicate termites and none of the Borrowers
is aware of any termite infestation;


 


more generally,
in terms of regulations resulting from the French Public Health Code, the Properties have not, to the knowledge of the Borrowers,
constituted the subject-matter of either a notice or an administrative order to carry out any works (decontamination, pest-control
or other works), or any requirements or public utility easements associated with the public health or safety regulations referred
to above, of a nature to affect the operation of the Properties;


 


to the knowledge
of the Borrowers, the facilities on the Properties, to the extent that these are subject to public health and safety regulations,
undergo regular maintenance and periodic regulatory checks, in accordance with such regulations, and have not given rise to any
contamination whatsoever;


 


		c)	subject to the activities of the Tenants, each facility subject to the regulations applicable to
facilities classified for the purposes of the protection of the environment (within the meaning of Articles L.511-1 et seq.
of the French Environmental Code) that is currently operated or has been operated on the Properties, has constituted the subject-matter
of the declarations, registrations or authorisations required by such regulations and is operated in compliance with such regulations;



 


		d)	the Properties are in compliance with the regulations resulting from the laws relating to water
and aquatic environments, certain provisions of which have been codified in the French Environmental Code, and on such basis in
particular have constituted the subject-matter of the declarations stipulated by the water classification system (making a certain
number of activities subject to either authorisation or declaration, on the basis of works and facilities capable of having an
impact on water or aquatic environments) and have not constituted the subject-matter of any self-supervision programme requested
by a Prefect;



 


		e)	there exists no Environmental Liability directly connected with the Properties of which it is aware
(or of which it should be aware pursuant to its statutory obligations) and which it did not notify to the Agent immediately;



 


		f)	the Properties are not exposed to any risk of cave-ins and are not located either in a former quarry
zone or soluble gypsum zone or in a zone that is regulated for seismicity, or within the area of a technological risks prevention
plan;



 




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		g)	on the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date
(in the case of Borrower III), the Borrowers have no knowledge of any facts or information pertaining to environmental or urban
planning matters of a nature to call into question the operation of the Properties;



 


		13.2.9	Acceleration Events



 


on
the Signing Date (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower III), there
subsists no Property Acceleration Event and no Potential Property Acceleration Event affecting the Property owned by it.


 


		13.3	Representations and warranties of the Shareholders



 


On the Signing Date, each Shareholder
represents and warrants to the Agent and the Lenders as follows:


 


		13.3.1	Existence - Business



 


		a)	it is a duly incorporated and registered company, which exists validly in accordance with the applicable
laws and regulations;



 


		b)	it operates no business other than the business stipulated by its articles of association in force
on the Signing Date;



 


		13.3.2	Capacity



 


it has the capacity to operate
its business and to own its Assets with full title;


 


		13.3.3	Powers – Corporate authorisations



 


		a)	it has the powers and capacity to sign and to perform its obligations pursuant to the Agreement
and, as the case may be, any other Finance Document to which it is or may be a party;



 


		b)	any corporate authorisations or other measures necessary to authorise its signature and performance
of the Agreement and any other Finance Document to which it is or may be a party has been obtained or taken; such corporate authorisations
are in force and are being complied with, and there exist no circumstances by virtue of which they could be withdrawn, not renewed,
amended or cancelled in whole or in part;



 


		13.3.4	Valid obligations



 


		a)	the obligations incumbent upon it pursuant to the Agreement and any other Finance Document to which
it is a party are valid obligations that are legally binding upon it and are capable of being enforced against it in accordance
with their terms, subject to the general principles of the law limiting its obligations and/or subject to the effects of insolvency
procedures and/or any other statutory or regulatory provision affecting in a general manner the rights of creditors;



 




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		b)	the Security Interests granted by it to the Agent, the Security Agent and the Lenders are valid
security interests capable of being enforced by their beneficiaries, subject to the general principles of the law limiting its
obligations and/or subject to the effects of insolvency procedures and/or any other statutory or regulatory provision affecting
in a general manner the rights of creditors;



 


		13.3.5	No breach



 


the signature by it of any Finance
Document to which it is a party shall not breach: (1) any applicable law or regulations or any judgement or authorisation to which
it is subject or which are applicable to its Assets; (2) any contract to which it is a party; (3) any provision of its articles
of association or other corporate documents; and (4) on the Signing Date alone, any judgement which is provisionally enforceable
or has acquired the force of res judicata in proceedings to which it is a party;


 


		13.3.6	Authorisation - Activities



 


		a)	subject to any formality necessary to ensure enforceability that must be complied with pursuant
to the Security Documents, all the authorisations, consents, approvals, documents or decisions originating from any administration,
public authority or court, if any, and all the documents that may be necessary and are its responsibility pursuant to any applicable
law or regulations in order: (i) to perform all its obligations pursuant to the Finance Documents to which it is a party; and (ii)
to pursue its business, have been obtained or taken and such authorisations and consents remain in force;



 


		b)	there exist no circumstances that have been brought to its knowledge by virtue of which such authorisations,
consents, approvals, documents or decisions could be withdrawn, not renewed, amended or cancelled in whole or in part, that have
not been brought to the knowledge of the Agent;



 


		c)	it is in all material regards in compliance with the statutory, regulatory and administrative provisions
applicable to it;



 


		13.3.7	Accounting Documents



 


		a)	all the financial and accounting documents relating to it delivered to the Agent in accordance
with Clauses 4(Conditions precedent) and 14. (Covenants) were drawn up in accordance with accounting principles
and practices generally accepted in France, as habitually applied by it, and are lawful and truthful and present a faithful picture
of its assets, financial situation and results on the date on which they were produced and for the period to which they relate;



 


		b)	on the Signing Date, there has been no change in its accounting situation that might constitute
a Material Adverse Event since the date on which its most recent accounts were delivered to the Agent;



 




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		13.3.8	Assets constituting the subject-matter of Security Interests



 


		a)	it owns with full title the Assets that constitute the subject-matter of the Security Interests
granted by it;



 


		b)	its Assets are not subject to any Lien or like rights other than the Security Interests granted
by it to the Agent, the Security Agent or the Lenders, in accordance with the Finance Documents;



 


		c)	the Security Interests granted by it pursuant to the Finance Documents are first-ranking privileged
security interests granted to the Agent, the Security Agent and the Lenders;



 


		d)	no provision of any contract or document (other than the Finance Documents) by which it is bound
imposes any restriction on the grant of the Security Interests over its Assets.



 


All the representations and warranties
set out in Clauses 13.1, 13.2 and 13.3 are made or given on the date hereof (save for the representations and warranties set out
in Clause 13.3 , which shall be made or given by Borrower III on the Rueil Acquisition Date), and such representations and warranties
shall be deemed to have been repeated on each Interest Payment Date, with the exception however of the representations and warranties
which it is expressly stipulated are made or given on the Signing Date or on the Rueil Acquisition Date, it being specified that
the representations and warranties which are deemed to have been repeated shall be made or given on the basis of the facts and
circumstances existing on the date on which they are repeated, without prejudice to the fact that such representations and warranties
must be repeated on any such date on the basis of their original content.


 


		14.	covenantS



 


		14.1	Covenants of the Borrowers



 


With effect from the Signing Date
and as long as any sums remain payable by a Borrower pursuant to the Finance Documents, such Borrower covenants as follows to the
Lenders and the Agent, as far as it alone is concerned:


 


		14.1.1	General covenants



 


		14.1.1.1	Business



 


		a)	not to participate in any business other than the business that is its own on the Signing Date
and not to modify the business that is its own the Signing Date, without the prior written consent of the Agent;



 




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		b)	to enter into any contract or agreement other than the Transaction Documents only in the context
of its business as described in its articles of association and on an arm’s length basis;18



 


		c)	to comply in all material regards with all the laws and regulations applicable to it;



 


		d)	not to have recourse to employees;



 


		14.1.1.2	Existence



 


		a)	to do all that is necessary and within its powers to maintain its existence as a company;



 


		b)	not to materially amend its articles of association without the prior written consent of the Agent
acting pursuant to the instructions from the Majority Lenders, and to provide to the Agent a copy certified as true by its statutory
representative of its articles of association within ten (10) Business Days from any amendment of its articles of association;



 


		c)	not to change its corporate form without the prior written consent of the Agent acting pursuant
to the instructions of the Majority Lenders;



 


		d)	to authorise the Agent to consult its corporate documents, subject to compliance with a notice
period of ten (10) Business Days;



 


		e)	without the prior consent of the Agent not to take over or merge with any other entity, hive off
any part of its undertaking, make or receive any partial asset contribution or undergo any legal restructuring affecting immediately
or on the expiry of any term its share capital or enter into any transaction producing equivalent effects;



 


		14.1.1.3	Pari passu obligations 



 


to ensure that
the obligations incumbent upon it pursuant to each Finance Document to which it is a party rank, in the case of those which do
not benefit from any special priority pursuant to a Lien created and/or granted pursuant to the Security Interests, at least pari
passu with its unsecured and unsubordinated indebtedness, subject to those obligations that enjoy priority pursuant to the
effects of the law or pursuant to the Subordination Agreement;


 


		14.1.1.4	Consents and authorisations



 


		a)	to obtain and maintain or to procure the obtention and maintenance of any authorisation, consent,
approval, document decision from any administration, public authority or court that may be necessary pursuant to any applicable
law or regulations and to comply in all their material provisions with the conditions and restrictions (if any) imposed by its
articles of association in order in all circumstances: (i) to perform its obligations pursuant to the Finance Documents to which
it is a party; (ii) to pursue its business; and (iii) to ensure the validity and the enforceability of the Agreement or any other
Finance Document;



 





 



 


18 S&S wishes to include the
following drafting: “it being specified that the contracts listed in Schedule XX are expressly permitted by the Agent”:
could you please explain this to us?


 




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		b)	to inform the Agent of any circumstances brought to the knowledge of the relevant Borrower by virtue
of which the authorisations, consents, approvals, documents or decisions referred to above could be withdrawn, not renewed, amended
or cancelled in whole or in part;



 


		14.1.1.5	Production
                                         of documents



 


		a)	to draw up its balance sheets, profit and loss accounts and other accounting documents in compliance
with the accounting principles and practices generally accepted in France, as habitually applied by it;



 


		b)	not to make any changes to the accounting rules and principles currently applied by it (as referred
to above and as updated, where applicable) without the prior written consent of the Agent, and to ensure on a permanent basis application
of the methods used to draw up its accounts and in particular the documents to be delivered to the Lenders or the Agent pursuant
to Clause 14.2.1.1. (Accounts) hereinafter, which might be capable of affecting the Lenders’ understanding
of such financial documents and their assessment of the evolution of its financial situation through such documents, unless such
changes become necessary pursuant to the law or any modification of the applicable accounting principles;



 


		14.1.1.6	Taxes



 


		a)	to pay all taxes payable by it in France on their due dates and within the periods stipulated by
the applicable regulations (unless such tax or the payment thereof is disputed in good faith or the payment legally deferred);



 


		b)	to declare any taxable results in France to the relevant authorities on the proper date and in
a diligent manner and within the periods stipulated by the applicable regulations;



 


		c)	to inform the Agent of any claim of the tax authorities against it in an amount of more than €50,000
and thereafter of any appeal in connection with such claim brought before any competent court;



 


		d)	to comply with its obligations pursuant to the tax regime applicable to it and to maintain such
regime throughout the term of the Facility;



 


		e)	to comply with its obligations pursuant to or to satisfy the conditions for exemption from
the three per cent (3%) tax stipulated by Articles 990 D et seq. of the French General Tax Code;



 




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		14.1.1.7	Indebtedness



 


not to contract
any Indebtedness other than Permitted Indebtedness;


 


		14.1.1.8	Assets that constitute the subject-matter of the Security Interests - Liens



 


		a)	not to allow the creation or registration of any Lien by a third party over all or part of its
Assets, with the exception however of the Liens granted pursuant to the Security Documents and the other Finance Documents, it
being understood that in the event of an attachment or judicial order creating a security interest encumbering any one of its Assets,
the relevant Borrower shall have a period of sixty (60) calendar days to procure the release of the attachment or the removal of
the security interest from the relevant register;



 


		b)	not to modify the nature, ranking or subject-matter of the Security Interests granted by it or
any other security ancillary the receivables constituting the subject-matter of the Receivables Assignments granted by it; and



 


		c)	to take any step, implement any measure or sign any document or instrument that is required or
may be reasonably required by the Agent, with a view to creating or preserving the Security Interests granted by the relevant Borrower
or to adduce evidence thereof;



 


		14.1.1.9	Bank accounts 



 


		a)	to comply with the provisions of Clause 9 (Bank accounts and allocation of Revenues);



 


		b)	not to hold or open any bank account other than its Operating Account;



 


		c)	to obtain from the Accounts Bank internet access and to ensure that the Accounts Bank grants to
the Agent, for consultative purposes alone, internet or remote access to its Operating Account;



 


		14.1.1.10	Alienations - Investments 



 


		a)	not to incorporate any Subsidiaries or to acquire any interest or any other real property asset
without the prior written consent of the Majority Lenders;



 


		b)	not to assign, transfer, abandon or otherwise dispose of all or any of its current or future rights,
Assets or revenues that are to constitute the subject-matter of Security Interests, pursuant to one or more transactions, be they
connected or not, it being however agreed that it shall be permitted to sell its Properties in accordance with the conditions of
Clause 5.2.1. (In the event of a direct or indirect sale of a Property);



 


		c)	not to sign any joint venture agreement or enter into any partnership of undertakings, any economic
interest grouping or any similar agreement giving rise to unlimited liability and/or the joint and several liability of a Borrower;



 




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		d)	not to grant any credit or loans in any form whatsoever and of any nature whatsoever, with the
exception however of the periods for payment granted in the normal course of business and on an arm’s length basis and the
receivables resulting from the application of the provisions of Clause 3.2.2. (and in particular any loan made available
in the context of the Cash-Pooling Agreement);



 


		14.1.1.11	Equity 



 


to finance using
Equity or its Excess Cash any cost, duty, tax and expenditure resulting from the transaction, the operation of its Property or
in connection with its structure that is not financed using funds made available under the Facility or its Revenues;


 


		14.1.1.12	Borrower Distributions



 


not to make any
Borrower Distribution other than a Permitted Borrower Distribution and to do so subject to the provisions of the Subordination
Agreement;


 


		14.1.1.13	Hedging Agreement 



 


		a)	to enter into or to procure the entry into, on the date hereof and concomitantly with the signature
hereof (in the case of Borrower I and Borrower II) or on the Rueil Acquisition Date (in the case of Borrower III) and then to maintain
in force the Hedging Agreement (in accordance with the terms and conditions set out in the definition of Hedging Agreements) until
the Final Repayment Date and not to terminate the Hedging Agreement early without the prior written consent of the Agent;



 


		b)	to comply with the clauses and conditions of the Hedging Agreement entered into by it or on its
behalf; and



 


		c)	(x) to reduce the amount hedged by the Hedging Agreements in the form of swaps on the occasion
of each repayment and/or cancellation of all or part of the Facility, insofar as the amount hedged by all the swaps exceeds the
Outstanding Amount of the Acquisition Tranche, so that the amount hedged by the swap entered into by the relevant Borrower does
not exceed 100 % of the Outstanding Amount of its Allocated Acquisition Share; and (y) to pay immediately to the Hedging Bank,
using Equity or its Excess Cash (insofar as such Excess Cash is available within the meaning of the Agreement), all costs resulting
from the cancellation of its Hedging Agreement in whole or in part;



 


		14.1.1.14	Syndication - Securitisation



 


		a)	to provide any assistance required to the Lenders and to comply with the reasonable requests of
the Lenders in the context of any syndication (or in the context of any other like transaction referred to in Clause 17(Benefit)),
by compiling and providing any information reasonably required held by it in relation to itself, its direct and indirect shareholders
and the relevant Property, that may be reasonably requested by the Lenders or the Agent; the syndication of the Facility may not
result in any additional costs being borne by the Borrowers or its Affiliates;



 




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		b)	to participate in the organisation of one (1) information meeting with such banks and potential
transferees in the context of any syndication and, as the case may be, with rating agencies in the context of any securitisation (or
any other like transaction referred to in Clause 17. (Benefit));



 


		c)	at the expense of the Lenders, to take any steps and to comply with any formalities and to sign
all the documents and instruments, save for any rider to the Finance Documents, that the Lenders may reasonably request with a
view to any syndication or securitisation of the Facility (or any other like transaction referred to in Clause 17(Benefit))
implemented in accordance with the conditions of Clause 17. (Benefit);



 


		14.1.2	Information covenants



 


		14.1.2.1	Accurate information - Complete documents



 


to inform the
Agent promptly of the occurrence of any event that occurs after the delivery of any document provided by the relevant Borrower
(or by the Representative of the Borrowers on its behalf) to the Lenders and the Agent pursuant to the provisions of Clause 4 (Conditions
Precedent) and Clause 14 (Covenants) which could require their material and negative revision and which it is reasonable
to expect might make them inaccurate or incorrect;


 


		14.1.2.2	Expert Report



 


to provide to
the Expert in good time any information held by it that could be deemed by the Expert to be necessary for the determination of
the Market Value of its Property;


 


		14.1.2.3	Money Laundering Legislation



 


to deliver to
the Agent any information relating to it, a Shareholder, the Investor or its Property requested by the Agent or a Lender that may
be necessary to ensure their compliance with the Money Laundering Legislation and the procedures put in place by them in order
to ensure compliance with the Money Laundering Legislation;


 


each Borrower gives the undertakings
required in accordance with the terms of Order No. 2009-104 of 30 January 2009 relating to the prevention of the use of the financial
system for money laundering and terrorist financing and more generally pursuant to any regulations applicable in such regard;


 


each Borrower acknowledges that
pursuant to the German legislation relating to money laundering, the Lenders may not enter into or continue any business relationship
or enter into any transaction with any person unable to satisfy the “due diligence” requirements stipulated by Section
3(6) and Section 3(1), sub-paragraphs 1 to 3, of the German money laundering law (the Geldwäschegesetz, which shall
hereinafter be referred to as the “GwG”) applicable to them or any other legislation in this area applicable to them;
if a business relationship already exists, the Lenders have an obligation to put an end thereto, notwithstanding any contrary statutory
or contractual provision; accordingly, pursuant to the Section 4(6) of the GwG, to provide to the Agent any required information
and any document requested by the Agent on its behalf or on behalf of any Lender in order to make it possible for the Lenders of
satisfy the “due diligence” requirements applicable to them;


 




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		14.1.2.4	Notification of material events: 



 


		a)	to promptly inform the Agent of: (i) any material event affecting its Property, its other Assets
or its business; and (ii) any fact affecting its ability to operate its Property or to perform its obligations pursuant to the
Agreement or any other Finance Document to which it is a party or affecting the value of any one of the Assets that constitute
the subject-matter of the Security Interests;



 


		b)	promptly on becoming aware thereof, to inform the Agent of the occurrence of any General Acceleration
Event or Potential General Acceleration Event affecting it, to specify the nature thereof and to notify to the Agent the measures
that it has taken or intends to take in order to remedy such General Acceleration Event or Potential General Acceleration Event
and/or to mitigate the effects thereof; and, if the Agent is aware of any facts that allow it to reasonably conclude that any General
Acceleration Event or Potential General Acceleration Event affecting it is continuing, to confirm to the Agent, should the Agent
so request, that no General Acceleration Event or Potential General Acceleration Event affecting it has occurred or subsists;



 


		c)	promptly on becoming aware thereof, to inform the Agent of the occurrence of any Property Acceleration
Event or Potential Property Acceleration Event affecting it, to specify the nature thereof and to notify to the Agent the measures
that it has taken or intends to take in order to remedy such Property Acceleration Event or Potential Property Acceleration Event
and/or to mitigate the effects thereof; and, if the Agent is aware of any facts that allow it to reasonably conclude that any Property
Acceleration Event or Potential Property Acceleration Event affecting it is continuing, to confirm to the Agent, should the Agent
so request, that no Property Acceleration Event or Potential Property Acceleration Event has occurred or subsists;



 


		d)	to notify to the Agent immediately upon becoming aware thereof the instigation or any written threat
to instigate one or more actions before a court or administrative court or an arbitral tribunal or any other dispute affecting
it or any one of its Assets that could be capable of giving rise (either alone or on a cumulative basis with other disputes) to
a loss or a provision in an individual or aggregate amount of at least one hundred thousand Euros (€100,000);



 


		e)	to promptly inform the Agent of the grant or any direct or indirect undertaking to sell a Property,
to deliver a copy of such undertaking to the Agent and the Undersigned Notary, and to notify to the Agent and the Undersigned Notary
immediately upon becoming aware thereof and within ten (10) Business Days at most,19 the date on which a direct or indirect
sale of a Property is scheduled to take place (unless there occurs during such period an event calling into question the date of
such sale or the sale itself, in which case the relevant Borrower shall promptly inform the Agent thereof).



 





 



 


19 Same period as for a voluntary
prepayment.


 




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		14.1.2.5	Information covenants specific to each Property



 


		a)	Rueil Property



 


there have been
detected within the Rueil Property List B materials and products that may contain asbestos, which are in a good state of repair
and must be inspected periodically, in the glazing joints in façade bridges BC, CD, and AB; in the chimney caps in Buildings
A and E and in the duct splices in the roofing of Buildings C and E:


 


to evidence to
the Agent on 29 December in each year its monitoring and the state of repair of such materials;


 


Completion of
any works prescribed in the context of monitoring the state of repair of the materials containing asbestos:


 


to evidence to
the Agent the completion of the works to be carried out on the cooling towers in accordance with the Prefectural Decree dated 3
June 2014 ordering works prior to 1 February 2015;


 


		b)	Marseille Property



 


the Marseille
Property was built pursuant to Construction Permit No. 013 055 11 N 1194 issued by the Town Hall of Marseille on 6 February
2012, authorising the construction of a building for tertiary use with a net surface area of 6,880 m2;


 


to deliver to
the Agent before 8 February 2015 the certificate recording that there has been no challenge to the compliance of the works authorised
by such construction permit;


 


		c)	Bordeaux Property



 


to deliver to
the Agent before 29 December20 June 2015 the receipt for the final premium under the property damage and property developer’s
civil liability policy;


 


to evidence to
the Agent before 29 December21 June 2015 the lifting of the reservations contained in the acceptance report signed with
the two lessees, AUCHAN and ATAC;


 


to evidence to
the Agent before 29 December22 June 2015 compliance with the formalities associated with the change of operator stipulated
by Article R. 512-68 of the French Environmental Code relating to facilities classified for the purposes of the protection of the
environment pertaining to such a facility operated under section 2925 (battery-charging facilities);


 





 



 


20 Six months from the date of the
deed of sale.


21 Six months from the date of the
deed of sale.


22 Six months from the date of the
deed of sale.


 




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		14.1.3	Covenants relating to the Properties



 


Each Borrower covenants as follows
and as far as it alone is concerned to the Lenders and the Agent with effect from the Signing Date (in the case of Borrower I and
Borrower II) or the Rueil Acquisition Date (in the case of Borrower III), and for as long as any sums remain payable by such Borrower
pursuant to the Finance Documents;


 


		14.1.3.1	Administrative situation 



 


		a)	to inform the Agent promptly of any material instrument, administrative decision or measure affecting
the administrative situation of its Property or its operation, and affecting in particular the Administrative Authorisations, within
a period of twenty (20) calendar days from the date on which the relevant Borrower becomes aware of the adoption thereof by the
relevant authority;



 


		b)	not to change the actual use or permitted use of its Property;



 


		c)	to ensure (and in particular to use its best endeavours to procure that the Tenants ensure in accordance
with the applicable provisions of the Leases) that its Property complies with the regulations applicable to it in all their material
provisions, in particular in terms of the rules pertaining to urban planning, construction, classified facilities, the environment,
health and safety and public health, it being specified that, in all circumstances, should there exist any non-compliance, the
relevant Borrower shall, without prejudice to its right of recourse against a Tenant pursuant to a Lease, promptly remedy such
non-compliance (or use its best endeavours to procure that the Tenants do so);



 


		14.1.3.2	Insurance policies



 


		a)	to take out (directly or through the Representative of the Borrowers acting on behalf of the Borrower)
and maintain in force the insurance policies referred to in the clause 13.2.3 of the Agreement and to ensure that the Tenants take
out and maintain in force the insurance policies they are required to hold pursuant to the Leases;



 


		b)	to pay (either itself or to ensure that any Tenant who takes out the policy on its behalf has paid)
on its due date the premiums payable under such policies;



 


		c)	to provide promptly to the Agent copies of any material correspondence between the Borrower (or
any Tenant who takes out a policy on behalf of the Borrower) and its insurance companies and/or its broker;



 


		d)	to provide to the Agent before the theoretical date of the lapse of cover under any insurance policy
(limited to thirty (30) calendar days from the lapse date of the relevant insurance policy) the insurance certificate and documentary
evidence of the payment of the premium required to renew such policy or to take out a replacement policy;



 


		e)	whenever any new insurance policy is taken out, to provide to the Agent:



 




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		-	as soon as possible and within ten (10)
Business Days from the expiry of the policy so replaced, a certificate stamped and signed by the insurance company confirming the
main terms and conditions of the new policy, its entry into force with no gap on the expiry of the replaced policy and confirming
that the Agent and/or the Security Agent is an additional insured; then



 


		-	the full insurance policy so taken out
or a copy signed by the relevant insurance company of the general and special conditions, including, as the case may be, any schedule,
and such documents must be signed by the relevant insurance company and accompanied by a certificate confirming payment of the
premium; such documents must in addition certify the entry into force of the policy and stipulate the conditions governing the
payment of any future premium payable and the main risks covered, as soon as these are available and within thirty (30) calendar
days from the date on which the new policy is taken out (it being specified that the Borrower must have in advance informed the
Agent of its intention to take out a new policy) and the contact details necessary to make it possible for the Agent to comply
with any notification formalities;



 


		f)	to inform the Agent without delay of any termination of any policy taken out by it or the Tenants,
immediately on becoming aware thereof;



 


		14.1.3.3	Leases



 


		a)	to exercise its rights on the relevant dates pursuant to the Leases, to take any steps in order
to ensure that the Tenants comply with the provisions of the Leases and that the use stipulated by the Leases is complied with
and that the Tenants hold or benefit from all rights in personam or in rem and all Administrative Authorisations
in this regard and, more generally, perform all the obligations incumbent upon them pursuant to the Leases;



 


		b)	not to accept or demand:



 


		(i)	the assignment of any Lease (unless the assignor remains jointly and severally liable with
the assignee) or the termination of a Lease; or



 


		(ii)	any material amendments or waivers (of even a tacit or implicit nature) of the provisions of a
Lease, in accordance with conditions that are unfavourable for the Lenders and which could, either immediately or on the expiry
of any term, result in any non-compliance with a Financial Ratio;



 


in each case,
without the prior written consent of the Agent;


 


		c)	to ensure that no Tenant is owed any sum by it pursuant to the Leases that would allow such Tenant
to set off any sum due and payable by the relevant Tenant against any other sum that may be due and payable by the Borrower to
such Tenant pursuant to the relevant Lease or any other contract;



 




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		d)	as the case may be, to enter into any new Lease on an arm’s length basis with one or more
Tenant(s) by selecting Tenants who are in particular solvent, in the manner of an experienced professional;



 


		e)	on the signature of any new lease after the Signing Date, to deliver to the Agent a true certified
copy of such Lease accompanied by the personal details and contact details of the Tenant, in order to make it possible for the
Security Agent to comply, as the case may be, with any notification formalities, and, if legally required, to deliver promptly
to the Agent the Dailly Assignment Slip and/or as the case may be, to grant to the Agent, the Security Agent and the Lenders a
pledge over the receivables owed to it pursuant to such lease;



 


		f)	without the prior written consent of the Agent, not to accept any sub-lease of premises in the
Property of which the terms and conditions derogate from the provisions of the relevant Lease and which could be capable of granting
a direct right of renewal to the sub-tenant with regard to the Borrower;



 


		g)	to comply with the terms and conditions of the Leases in all material regards, and in particular
the terms and conditions relating to the taking-out and maintenance in force of the insurance policies it is required to hold;



 


		14.1.3.4	Management of the Properties 



 


		a)	to manage or to procure that its Property is managed in a prudent manner and maintained in a good
state of repair, so that at all times the relevant Property may be operated in accordance with the terms of the Leases and in compliance
with the applicable regulations;



 


		b)	without the prior written consent of the Agent, not to materially amend the Asset Management Agreement
entered into by it and not to replace the Asset Manager or enter into any new Asset Management Agreement;



 


		c)	without the prior written consent of the Agent, not to materially amend the Property Management
Agreements or enter into any new Property Management Agreements and not to replace the Property Managers;



 


		14.1.3.5	Works



 


		a)	not to make any Investment and not to carry out any works on its Properties, with the exception
however of:



 


		b)	works deemed to be upkeep, maintenance, repair, improvement or compliance works, as referred to
in Clause 14.1.3.1



 


		c)	works allocated to Operating Expenditure;



 


		d)	works allocated to Capital Expenditure;



 




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it being specified that all such
works may not affect the structure of its Property and may not involve even a partial demolition of its Property;


 


		e)	in the event of works being carried out on its Property, to provide, when first requested to do
so by the Agent, complete copies of the application documentation filed in connection with Administrative Authorisations, whenever
Administrative Authorisations are necessary, and copies of any bailiff’s report and any document certifying compliance with
the publication formalities associated with such Administrative Authorisations, and whenever such Administrative Authorisations
are necessary, not to commence the corresponding works until such Administrative Authorisations have become final;



 


		14.1.3.6	Inspections



 


		a)	to allow the Agent, at its reasonable request notified to the Borrower ten (10) Business Days in
advance of such inspection (or subject to any other longer period stipulated, as the case may be, by the Leases), to inspect its
Property and to audit its corporate books, accounts or other documents and registers, in which context the Agent may be assisted
or represented by any external advisers, including any accountant of its choice;



 


		b)	should the Lenders carry out any such audit, to extend to the Agent and any relevant expert and/or
the accountant selected by the Lenders, its reasonable assistance in the context of such audit and to provide them with any documents
and information that they may reasonably request; the costs of any such audit shall be borne by the Lenders, unless such audit
is undertaken following the occurrence of or reveals any Potential General Acceleration Event, General Acceleration Event, Property
Acceleration Event, Potential Property Acceleration Event or Non-Compliance with a Blocking Financial Ratio, in which case the
costs of such audit shall be borne by the Borrower.



 


		14.2	Covenants of the Representative of the Borrowers



 


The Representative of the Borrowers
covenants as follows to the Lenders and the Agent with effect from the Signing Date and for as long as any sums remain payable
pursuant to the Finance Documents, in the name and on behalf of the Borrowers, who agree to be bound by such covenants:


 


		14.2.1.1	Accounts



 


		a)	to deliver to the Agent a copy certified as true by a statutory representative of the annual accounts
(including in particular a balance sheet and a profit and loss account), accompanied by the tax documents and the minutes of the
resolutions of the meeting of the shareholders of each Borrower and each Shareholder having approved such annual accounts, within
a period of one hundred and eighty (180) calendar days from the end of the relevant financial year;



 


		b)	to deliver to the Agent within a reasonable period any other information held by it pertaining
to its financial situation, its cash holdings and its Properties and their operation or its business that the Agent or a Lender,
through the Agent, may reasonably request from it;



 




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		14.2.1.2	Delivery of the Calculation Certificates: 



 


on each Interest
Payment Date, to deliver to the Agent a Calculation Certificate signed by the statutory representative of the Representative of
the Borrowers calculating the Financial Ratios on the Calculation Date immediately preceding such Interest Payment Dates, it being
agreed that, should there occur or arise between such Calculation Date and such Interest Payment Dates any event or circumstance
of which the Representative of the Borrowers becomes aware that is of a nature to call into question the calculation of the level
of any Financial Ratio on the relevant Calculation Date, the Calculation Certificate delivered on such Interest Payment Dates shall
reflect this and contain a calculation of the relevant Financial Ratio updated to the relevant Interest Payment Date, taking into
account an assessment of the impact of the event or circumstance in question on the calculation of the relevant Financial Ratio;


 


		14.2.1.3	Budget



 


to deliver to the Agent by 31 January
in each year an updated Budget and, if necessary, to update any Budget (which, as the case may be, may already have been updated)
delivered pursuant to this paragraph (A), should there occur after the delivery thereof to the Agent any event affecting materially
and adversely any component of such Budget or any assumption on which such Budget is based and which might be reasonably expected
to make such Budget false, inaccurate or materially incomplete;


 


		14.2.1.4	Business Plan



 


as the case may be, to deliver
to the Agent within ten (10) Business Days from the signature of any new Leases on the Properties an updated Business Plan, and,
if necessary, to update any Budget (which, as the case may be, may already have been updated) delivered pursuant to this paragraph
(B), should there occur, after its delivery to the Agent, any event affecting materially and adversely any component of such Business
Plan or any assumption on which such Business Plan is based, provided however that the duration of the consequences of such event
is longer than that of the events already taken into account in the latest updated Budget;


 


		14.2.1.5	Expert Report: 



 


		a)	the Agent has had the Original Expert Report on the Property produced on the Signing Date;



 


		b)	moreover, the Agent shall each year have an Expert Report produced on the Properties;



 


each Expert Report must be produced
in accordance with the requirements of the “Appraisal and Valuation Manual” (commonly known as the “Red Book”)
written and published by The Royal Institution of Chartered Surveyors of the United Kingdom and shall be addressed to the Lenders;


 


such Expert Reports shall be delivered
to the Representative of the Borrowers within a period of (15) days following the reception of the report by the Agent, in order
to allow it to calculate and notify the Financial Ratios within the stipulated periods;


 




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		c)	the Agent, acting pursuant to the instructions of the Majority Lenders, may require that an additional
Expert Report be produced, for the purposes of a determination of the Market Value of one or more Properties by an Expert;



 


the Agent moreover reserves the
right to commission an Expert Report at any time, at the request and expense of a Lender;


 


		d)	likewise, should an Expert Report become necessary pursuant to any regulations applicable to one
or more Lenders, the relevant Lenders may require that an additional Expert Report be produced, for the purposes of a determination
of the Market Value of the Properties by an Expert, the cost of which shall be borne by the relevant Lenders;



 


		e)	the Representative of the Borrowers covenants to provide to the Agent, within a period of ten (10)
calendar days from the date on which it becomes available, any new expert report relating to one or more Properties commissioned
by it or a Borrower, it being specified that no such new report may be used as the basis for calculating the LTV Ratio or the Portfolio
LTV Ratio;



 


		f)	the Representative of the Borrowers (acting on behalf of the Borrowers) covenants to assume responsibility
for the Expert Reports referred to in paragraphs (a) and (d) and any Expert Report commissioned by the Agent pursuant to paragraph
(c) above (b) on the occurrence of any Potential General Acceleration Event, General Acceleration Event, Property Acceleration
Event or Potential Property Acceleration Event which has not been remedied or waived on the relevant date or any Non-Compliance
with a Blocking Financial Ratio (c) should the Expert Report reveal that any Potential General Acceleration Event, General Acceleration
Event, Property Acceleration Event, Potential Property Acceleration Event or Non-Compliance with a Blocking Financial Ratio have
occurred on account of the Market Value stipulated by such Expert Report;



 


		14.2.1.6	Operation and management of the Properties



 


to provide to the Agent, as soon
as it is available and within a period of thirty (30) calendar days from the end of each quarter, an updated summary information
sheet in the form approved by the Agent on the operation of the Properties, confirmed by the Asset Manager and containing the following
information:


 


		(i)	a report on insured events, with copies of any new notifications of ongoing insured events with
an estimated value per insured event of more than FIFTY THOUSAND EUROS (€50,000), specifying the value and the number allocated
by the insurers to each insured event and the related insurance proceeds (that have been received and/or will be received and/or
are estimated, as the case may be, in good faith) (as the case may be) and, at the reasonable request of the Agent, copies of any
material correspondence with the relevant insurance company or companies over the past six months; 



 


		(ii)	an updated lease report on the Properties;



 


		(iii)	a report on the collection of Rents (including in particular provisions in respect of charges)
showing any rent revision or adjustment since the previous delivery of the aforementioned summary information sheet to the Agent,
the status of any delayed payments and any set-offs made by or against the Tenants and any interim or enforcement measures implemented
by a Borrower or a Property Manager in order to recover Rents;



 




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		(iv)	a report on the progress of any works being undertaking on a Property, the pre-tax cost of which
exceeds FIFTY THOUSAND EUROS (€50,000) and the disbursement of any costs (including VAT) associated with such works;



 


		(v)	a report on any disputes relating to the Properties and the Leases;



 


		(vi)	any new facts pertaining to the Administrative Authorisations and the administrative situation
(as the case may be) of the Properties;



 


should any material event have
occurred or should such summary information sheet contain material information, such summary information sheet shall be accompanied
by any more detailed information required to ensure the that the Agent understands such situation, and, pursuant to the reasonable
request of the Agent, any relevant documents;


 


		14.2.1.7	Registrations of security interests 



 


immediately on becoming aware thereof,
to inform the Agent of the registration by a third party, in order to constitute security or on any other basis, of any lien, mortgage,
pledge, security interest or encumbrance of any nature and in any amount whatsoever over all or part of any one of its current
or future assets, properties, accounts, revenues or rights (excluding the Security Interests);


 


		14.2.1.8	Restriction of corporate objects - Investments - Growth by way of acquisition



 


to restrict and limit its corporate
objects to those stipulated by the version of its articles of association delivered to the Agent on the Signing Date, to the exclusion
of any other activity;


 


not to acquire any interest in
any company and not to incorporate any subsidiary (other than the Borrowers) and not to make any tangible, intangible or financial
investments (including in the context of any lease financing or finance lease);


 


		14.2.1.9	Indebtedness 



 


not to contract any Indebtedness
other than Permitted Indebtedness;


 


		14.2.1.10	Borrower Distributions



 


not to make any
Shareholder Distribution other than a Permitted Shareholder Distribution and to do so subject to the provisions of the Subordination
Agreement.


 


		14.3	Covenant of the Minority Shareholder



 


The Minority Shareholder covenants
to the Lenders and the Agent, with effect from the Signing Date and for as long as any sums remain payable pursuant to the Finance
Documents, not to make any Shareholder Distribution other than a Permitted Shareholder Distribution and to do so subject to the
provisions of the Subordination Agreement.


 




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		15.	acceleration



 


		15.1	Acceleration Events



 


		15.1.1	General Acceleration Events



 


Independently of the application
of Clause 16 (New circumstances), and subject to the provisions of Clause 15.2 (Consequences of the occurrence of an
Acceleration Event), the occurrence of any one of the events listed below over the term of the Agreement shall constitute either
a “Potential General Acceleration Event”, if the events and circumstances listed below are subject to a period
during which the relevant Borrower may remedy any such event or circumstance prior to the expiry of the stipulated period, or a
“General Acceleration Event”, should no period be granted to the relevant Borrower to remedy any such event
or circumstance, or should it not be possible to remedy such event or circumstance within the period granted, or should such event
or circumstance not have been remedied on the expiry of the period granted; it is specified that, on the one hand, the remediation
periods stipulated below may not be aggregated with those granted, as the case may be, in respect of the same facts or events pursuant
to the terms of any other provision of the Agreement, and, on the other hand, should two remediation periods be so granted in respect
of the same facts or events, the shorter remediation period shall be retained:


 


		A)	Payment default: the non-payment by any one of the Borrowers on its due date of an amount
owed by it representing principal, interest, default interest, fees, penalties, indemnities, Break Costs, costs and ancillary amounts
pursuant to the Agreement or the other Finance Documents, and such situation is not remedied inter alia by the relevant
Borrower (or another Borrower directly in accordance with the conditions of Clause 3.2.2 or indirectly in accordance with the conditions
of Clause 3.2.3.), within a period of three (3) Business Days, but then only if such payment default is attributable to
a technical or administrative delay; or



 


		B)	Breach of obligations: a Borrower, the Representative of the Borrowers or a Subordinated
Lender breaches any one of its obligations pursuant to the Agreement or a Finance Document to which it is a party, save for the
obligations referred to in paragraph (A) above and Clause 15.1.2. (A) hereinafter, and such situation is not remedied, to
the extent that it is capable of remedy, within a period of ten (10) Business Days from the date on which the Agent notifies such
breach, it being specified that no period shall be granted to remedy any breach of an obligation to refrain from taking any action,
unless expressly provided for by the relevant obligation; or



 


		C)	Inaccuracy of representations and warranties: the inaccuracy of any one of the representations
and warranties of a Borrower, the Representative of the Borrowers or a Subordinated Lender in the Agreement or the Finance Documents,
other than those referred to in Clause 15.1.2. (B) hereinafter, on the date on which it is made or given or, as the case
may be, repeated, and such situation is not remedied, to the extent that it is capable of remedy, within a period of ten (10) Business
Days from the date on which it is made or given or, as the case may be, repeated; or



 




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		D)	Enforcement and registration of security interests: a third party instigates execution proceedings,
implements an attachment or registers a security interest, including on a provisional basis, with regard to the securities of a
Borrower, and the release of such attachment or registration is not obtained within sixty (60) calendar days from the notification
of the attachment proceedings or registration in question, unless an action is instigated in good faith to dispute such attachment
or registration by any appropriate means and no enforceable judicial decision (unless provisional enforcement has been suspended
by judicial order) ordering the registration or enforcement of such security interest has been handed down; or



 


		E)	Cross-default:



 


		(i)	the non-payment by one or more Borrowers of one or more business or financial of at least fifty
thousand Euros (€50,000) or in an aggregate amount (for all the Borrowers) of at least one hundred and fifty thousand Euros
(€150,000), unless the Borrowers have in good faith challenged the payability of such debts, and no enforceable judicial decision
(unless provisional enforcement has been suspended by judicial order) ordering the payment of such debt has been handed down or
such non-payments are remedied within the periods stipulated in this regard in the documentation relating to the relevant financial
debt; or



 


		(ii)	the acceleration of a Subordinated Loan by a Subordinated Lender; or



 


		F)	Breach of a judicial decision or arbitral award: an enforceable judicial decision or arbitral
award (unless provisional enforcement has been suspended by judicial order) (other than those referred to in paragraph (E) above)
is handed down, ordering one or more Borrowers to pay an individual or aggregate amount of more than one hundred and fifty thousand
Euros (€150,000), and the Borrower or the Borrowers, as the case may be, fail to comply with such decision or award within
the periods required; or



 


		G)	Lack of validity and enforceability: one or more of the obligations of a Borrower,
the Representative of the Borrowers or a Subordinated Lender pursuant to the Agreement or the Finance Documents no longer constitute
valid obligations in whole or in part, are no longer enforceable or are or become in whole or in part unlawful, inapplicable, unenforceable,
null and void, rescinded or invalid or, in a general manner, no longer produce their full effects; or



 


		H)	Security Interests: any one of the Security Interests does not take effect with the agreed
ranking or is or becomes ineffective, unenforceable, void, rescinded or invalid; or



 


		I)	The Auditor:23 the Auditor: (i) includes in its annual report a reservation relating
to the accounts of any one of the Borrowers, if such reservation reveals a fact affecting, either immediately or on the expiry
of any term and in a material and adverse manner, the ability of the Borrower to meet its financial obligations pursuant to the
Finance Documents; or (ii) refuses to certify the accounts or consolidated accounts of a Borrower; or



 


		J)	Winding-up/liquidation of a Borrower or a Shareholder: any decision is adopted to wind up
or liquidate a Borrower and/or a Shareholder or any application to do so is filed or a meeting is called to do so; or



 





 



 


23 To be confirmed.


 




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		K)	Insolvency Procedure or Insolvency: any one of the Borrowers or any one of the Shareholders
constitutes the subject-matter of an Insolvency Procedure; or



 


		L)	Material Adverse Event: a Material Adverse Event (save for a Material Adverse Event affecting
one or more Properties) occurs and such situation is not remedied, to the extent that it is capable of remedy, within a period
of ten (10) Business Days from the notification of such event by the Agent to the Representative of the Borrowers, as the case
may be, or from the date on which the Representative of the Borrowers notifies such event to the Agent; or



 


		M)	Loss of the benefit of the SIIC regime: the OPCI no longer benefits from the favourable
tax regime applicable to the mutual property investment funds, other than in the event of any suspension of the tax regime applicable
to it, unless the OPCI:



 


		(i)	holds Equity allowing it to pay any taxes and indemnities that it may be required to pay following
the loss of such tax regime; or



 


		(ii)	demonstrates that the above loss is not capable of resulting in an effective disbursement of corporation
tax (including in the form of advance corporation tax) by it over the term of the Facility of a nature to constitute a Material
Adverse Event.



 


		15.1.2	Property Acceleration Events



 


Independently of the application
of Clause 16 (New circumstances), and subject to the provisions of Clause 15.2 (Consequences of the occurrence of an
Acceleration Event), the occurrence of any one of the events listed below over the term of the Agreement shall constitute either
a “Potential Property Acceleration Event”, if the events and circumstances listed below are subject to a period
during which the relevant Borrower may remedy any such event or circumstance prior the expiry of the stipulated period, or a “Property
Acceleration Event”, should no period be granted to the relevant Borrower to remedy any such event or circumstance, or
should it not be possible to remedy such event or circumstance within the period granted, or should such event or circumstance
not have been remedied on the expiry of the period granted; it is specified that, on the one hand, the remediation periods stipulated
below may not be aggregated with those granted, as the case may be, in respect of the same facts or events pursuant to the terms
of any other provision of the Agreement, and, on the other hand, should two remediation periods be so granted in respect of the
same facts or events, for the purposes of the application of this Clause 15.1.2 only the shorter remediation period may be retained:


 


		A)	Breach of obligations: the breach by any one of the Borrowers of any one of its obligations
as set out in Clauses 14.1.3. (Covenants relating to the Properties), and such situation is not remedied, to the
extent that it is capable of remedy, within a period of ten (10) Business Days from the date on which the Agent notifies such breach,
it being specified that no period shall be granted to remedy any breach of an obligation to refrain from taking any action, unless
expressly provided for by the relevant obligation; or



 


		B)	Inaccuracy of representations and warranties: the inaccuracy of any one of the representations
and warranties relating to a Property, as made or given in Clause 14.1.3. (Representations and warranties relating to
the Properties) or, as the case may be, repeated, and such situation is not remedied, to the extent that it is capable of remedy,
within a period of ten (10) Business Days from the date on which it is made or given or, as the case may be, repeated; or



 




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		C)	Material Adverse Event: a Material Adverse Event affecting one or more Properties occurs
and such situation is not remedied, to the extent that it is capable of remedy, within a period of fifteen (15) Business Days from
the notification of such event by the Agent to the relevant Borrower, as the case may be, or from the date on which the relevant
Borrower or the Representative of the Borrowers notifies such event to the Agent;



 


		15.2	Consequences of the occurrence of an Acceleration Event



 


		A)	On the occurrence of a Property Acceleration Event, and if such situation is not remedied within
the stipulated period, the other provisions of this Clause 15.2 shall not apply and the relevant Property Acceleration Event shall
be deemed an event requiring the mandatory prepayment of the Facility stipulated by Clause 5.2.1.2 (On the occurrence of a Property
Acceleration Event).



 


		B)	On the occurrence of any one of the General Acceleration Events, and if such situation is not remedied
by the Borrowers within the stipulated period, the Agent, acting in accordance with the decision of the Majority Lenders, may declare
the Acceleration of the Outstanding Amount of the Facility in accordance with the conditions of this Clause and:



 


(i) the commitments of the Lenders
under the Facility shall be reduced to zero and cancelled; and


 


(ii) the Agent may notify to the Borrowers
the Acceleration of the Outstanding Amount of the Facility. The Lenders shall then be entitled to demand the payment of any sums
owed under the Facility (or pursuant to any one of the Allocated Shares alone) in accordance with the conditions of this Clause
and may enforce the Security Interests in order to obtain the payment and repayment of all sums that have become payable; it is
in addition agreed that any breach of or delayed compliance by the Lenders or the Agent with such notification obligation shall
not affect the right of the Lenders to declare the Acceleration of all or part of the Facility, as the case may be (provided, however,
that they notify the Borrowers thereof in advance, should they not already have done so), unless the Lenders waive in writing their
right to do so in accordance with the terms hereof.


 


		C)	Until the payment of all the sums owed representing principal, interest, default interest, indemnities,
costs and ancillary amounts having become immediately payable on account of the occurrence of a General Acceleration Event, whenever
Acceleration is declared, the sums owed with effect from such date shall continue to bear interest in accordance with the conditions
of Clause 7.6 (Default interest) until their repayment in full. Likewise, the Security Interests shall be maintained and
the Finance Documents shall remain in force in accordance with their terms, until the repayment in full of the sums that have become
payable.



 


		16.	New circumstances



 


		16.1	Increased costs



 


		A)	Subject to the provisions of paragraph (E) below, the Borrowers shall within five (5) Business
Days from the request of the Agent pay to the Agent on behalf of a Finance Party any Increased Costs borne by such Finance Party
or any one of its Affiliates as a result of: (i) the entry into force of any law or regulations or the amendment of any law or
regulations existing on the Signing Date; (ii) compliance with any law or a regulations entering into force after the Signing Date
of this Agreement; or (iii) any new instruction or directive (which may be either mandatory or non-mandatory in nature, but if
it is not mandatory in nature then it must be of such a nature that a Lender is de facto required to comply therewith) that
may be issued by any official authority or banking organisation and is applicable to banks or credit institutions.



 




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The provisions of this paragraph
(A) shall be applicable to any costs that may result for a Lender from the application or implementation of or compliance with
Basel III, pursuant to any standards entering into force or published after the Signing Date.


 


For the purposes
of the provisions of this paragraph (A) “Basel III” shall mean:


 


		-	the agreements relating to capital requirements, leverage ratios and liquidity standards stipulated
by “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International
framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating
the countercyclical capital buffer” published in December 2010 by the Basel Committee on Banking Supervision, as amended,
supplemented or reiterated;



 


		-	the rules relating to global systemically important banks set out in “Global systemically
important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published
in November 2011 by the Basel Committee on Banking Supervision, as amended, supplemented or reiterated;



 


		-	the provisions of Regulation (EU) No 575/2013 on prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No 648/2012 and Directive 2013/36/EU of 26 June 2013 on access to the
activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive
2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;



 


		-	any other guidelines or requirements in connection with Basel III published by the Basel Committee
on Banking Supervision; and



 


		-	the provisions of Order No. 2013-544 of 27 June 2013 relating to credit institutions and investment
firms and Order No. 2014-158 of 20 February 2014 containing various provisions harmonising existing legislation with the law of
the European Union pertaining to financial matters.



 


The provisions of this paragraph
(A) shall also be applicable to any costs resulting for a Lender from the application or implementation of or compliance with Directive
2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance
and Reinsurance (Solvency II) and/or any other EU instrument or statutory or regulatory provision transposing or implementing the
provisions of such Directive.


 


		B)	In this Agreement:



 


		a)	Affiliate Company shall mean the Subsidiary of a company or its Parent Company or any other
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		b)	Parent Company shall in relation to a given company mean the company of which it is a Subsidiary;



 


		c)	Increased Costs shall mean:



 


(i) any reduction pour a Finance
Party (or one of its Affiliate Companies) of its net remuneration under the Facility or the net remuneration of its capital;


 


(ii) any increased cost;


 


(iii) any reduction of an amount
payable pursuant to a Finance Document,


 


incurred or borne by a Finance Party
or any one of its Affiliate Companies pursuant to its commitment or the funding of its participation or the performance of its
obligations pursuant to any Finance Document.


 


		C)	Any Finance Party wishing to make a claim pursuant to the provisions of Clause 16.1 (Increased
costs) shall inform the Agent of the grounds for such claim. The Agent shall promptly inform the Representative of the Borrowers
thereof in writing.



 


		D)	On receipt of a request from the Agent, each Finance Party shall promptly provide to it a certificate
confirming the amount of its Increased Costs.



 


		E)	The provisions of Clause 16.1 (Increased costs) shall not apply to the extent that the Increased
Costs:



 


		a)	are attributable to a Tax Deduction imposed on a Borrower by the law;



 


		b)	are indemnified in accordance with the provisions of Clause 11.3 (Tax indemnity) (or would
have been so indemnified, had one of the exclusions listed in paragraph ‎(b) of Clause 11.3 (Tax indemnity) not been
applicable);



 


		c)	are indemnified by a payment of Mandatory Costs;



 


		d)	are the result of a Bank Levy; or



 


		e)	are the result of a FATCA Tax Deduction that a Party is required to make;



 


		f)	are the result of a wilful breach by the relevant Finance Party or its Affiliate Companies of the
applicable regulations.



 


In this Clause 16.1 the term “Tax
Deduction” shall have the meaning given thereto in Clause ‎11.1 (Definitions).


 


		16.2	Illegality



 


Should it be (or become) contrary
to any law, instrument of a regulatory nature, treaty, guidelines of a regulatory nature or order issued by a competent authority
that is mandatorily applicable to any one of the Lenders participating in the Agreement or the Facility the relevant Lender shall
inform the Agent and the Representative of the Borrowers thereof and, if the mitigation measures stipulated by Clause 16.3 (Mitigation)
cannot be applied, the relevant Borrowers shall repay the relevant Lender under the Facility in accordance with the provisions
of paragraph (C)(ii) of Clause 16.3 (Mitigation).


 




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		16.3	Mitigation



 


		A)	The following provisions of this Clause shall apply if events occur that affect a Lender in particular
and result in:



 


		i)	an indemnification claim pursuant to Clause 16.1.
(Increased costs);



 


		ii)	a withholding pursuant to Clause 11.2 (Gross-up); or



 


		iii)	a repayment obligation pursuant to Clause 16.2 (Illegality); or



 


		iv)	an indemnification obligation pursuant to Clause 11.3 (Tax indemnity); or



 


		v)	an amount owed to any one of the Lenders by a Borrower pursuant to
a Finance Document not being (for the purposes of the calculation of corporation tax) treated as a deductible cost or expenditure
from the French tax perspective, on the grounds that such amount: (i) is paid or owed to a Lender incorporated, domiciled, established
or acting through a Facility Office located in a Non-Cooperating State or Territory; or (ii) is paid into an account opened in
the name or on behalf of such Finance Party with a financial institution located in a Non-Cooperating State or Territory.



 


		B)	In any one of the cases listed in paragraph (A) above, without prejudice to the obligations of
each one of the relevant Borrowers in accordance with the above Clauses, the relevant Lender shall promptly inform the Agent and
the Representative of the Borrowers thereof and, in consultation with the Agent and the Representative of the Borrowers, shall
take, at the expense of each one of the relevant Borrowers, any reasonable measures within its power to mitigate the effects of
such events and it shall in particular:



 


		i)	change its domicile for the purposes of receiving payments; or



 


		ii)	assign its rights and/or obligations pursuant to the Agreement in accordance with Clause 17 (Benefit);



 


it being specified that in the
circumstances described in Clause 16.3 (A)(i) and (iii), the relevant Lender shall not be obliged to take any measures, if in its
opinion such measures could have an adverse effect on its own activities or situation, or if such measures could result in it being
required to assume any new liabilities (including tax liabilities) or reduce the return on its participation in the Facility.


 




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		17.	Benefit



 


		17.1	The Borrowers may not transfer or assign all or any of their rights and/or obligations pursuant
to the Agreement or any other Finance Document.



 


		17.2	Any Lender may transfer or assign all or any of its rights and/or obligations under the Facility
and all or any of its rights and obligations pursuant to the other Finance Documents to:



 


		g)	any credit institution or other financial institution, insurance company, institutional investment
entity or entity authorised to acquire a participation in the Facility (including, for the avoidance of doubt, any Affiliate or
refinancing vehicle with or without a legal personality);



 


		ii)	any securitisation fund that is or may be constituted in the context of a securitisation transaction
governed by Articles L. 214-168 to L. 214-186 Articles R. 214-217 to R. 214-235 of the French Monetary and Financial Code and their
implementing instruments or, as the case may be, any French or foreign entity with or without a legal personality that is not authorised
to actively manage receivables and is incorporated and/or managed by an a entity that meets the criteria set out in paragraph (i)
above;



 


(each one of whom
shall hereinafter be referred to for the purposes of this Clause as a New Lender), provided however on a cumulative basis
that:


 


		(1)	such New Lender is a Qualifying Lender on the relevant transfer date and is not incorporated, domiciled
or established in and does not act through a Facility Office located in a Non-Cooperating State or Territory; and



 


		(2)	the planned transfer does not result on the relevant transfer date in any increased costs for the
Borrowers pursuant to Clauses 11 (Tax) and 16.1(Increased costs) and, more generally, the transfer does not give
rise to any cost for the Borrowers.



 


The transfer
or assignment shall take effect when the Agent signs the Transfer Deed drawn up in the form annexed hereto as Schedule 6, as duly
completed by the transferring Lender and the New Lender. The Agent shall sign the Transfer Deed promptly on receipt thereof, insofar
as it has been properly completed and appears to it to be in accordance with the terms of this Agreement.


 


		17.3	The relevant Lender shall inform the Agent thereof, who shall in turn inform the Representative
of the Borrowers at least fifteen (15) Business Days prior the completion of such transfer or assignment.



 


		17.4	Any transfer pursuant to paragraph 17.2 above shall result in the transfer of the benefit of the
Security Interests up to the amount of the participation acquired by the New Lender. To the extent required and as a consequence
of the foregoing, the transferring Lender and the New Lender shall be obliged to execute any deed required to ensure the transfer
of the Security Interests up to the amount of the participation in the Facility acquired.



 


		17.5	On the effective date of each transfer of rights and obligations pursuant hereto, the transferring
Lender shall be released from all obligations pursuant to the Agreement pro rata the transferred rights and obligations,
which is hereby expressly accepted by the Borrowers. If there is more than one transferee, the rights and obligations of the transferees
with regard to the Borrowers pursuant to the Agreement shall constitute separate and distinct rights with regard to each Borrower,
without any joint and several liability between the relevant transferees.



 




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		17.6	Unless they take the form of an endorsement of assignable enforceable copies or are completed in
the context of a securitisation transaction governed by Articles L. 214-168 to L. 214-186 and Articles R. 214-217 to R. 214-235
of the French Monetary and Financial Code and their implementing instruments, the transfers shall be notified to the Representative
of the Borrowers,24 in accordance with the provisions of Article 1690 of the French Civil Code, by the New Lender and
at the expense of such New Lender.



 


		17.7	If they take the form of an endorsement of assignable enforceable copies or are completed in the
context of a securitisation transaction governed by Articles L. 214-168 to L. 214-186 and Articles R. 214-217 to R. 214-235 of
the French Monetary and Financial Code and their implementing instruments, the transfers shall be notified to the Representative
of the Borrowers for its information, by the New Lender and at the expense of such New Lender. Any Lender may also grant any sub-participations
in the Facility to sub-participants, who need not accede directly to the Agreement and the other Finance Documents as long as the
sub-participation results in no additional cost, including tax costs, for the Borrowers in any amount or on any basis whatsoever,
in particular as a result of Clause 11.2 (Gross-up), with the relevant Lender remaining alone the sole beneficiary of and
the sole obligor pursuant to all the rights and obligations pursuant to the Agreement and the other Finance Documents and the sole
beneficiary of the Security Interests, and the relevant sub-participant may not invoke its sub-participation agreements with regard
to the other Parties hereto (in particular pursuant to Clauses 11 (Tax), 16 (New circumstances) and 21 (The Agent
and the Lenders)).



 


		17.8	If:



 


(i) a Lender transfers
or assigns certain of its rights or obligations pursuant to the Finance Documents or changes its Facility Office; and


 


(ii) on account
of the circumstances existing on the date of the transfer or assignment or the change of Facility Office, a Borrower is required
to make a payment to the New Lender or the Lender acting through its new Facility Office pursuant to Clause 11 (Tax) and
Clause 16 (Increased costs);


 


then the New Lender or the Lender
acting through its new Facility Office may only claim a payment pursuant to such Clauses up to the amount of the payments that
the transferring Lender or the Lender acting through its former Facility Office could have claimed if the transfer, assignment
or change of Facility Office had not taken place. This paragraph ‎17.8 shall not apply to transfers or assignments completed
in the standard context of any primary syndication of the Facility.


 





 



 


24 Should it not be served on the
Borrowers directly?


 




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		17.9	In addition to the other rights granted to the Lenders pursuant to this Clause 17, each Lender
may, at any time and without being required to consult with or obtain the consent of any Borrower, pledge, assign or otherwise
grant a Lien over all or any of its rights pursuant to the Finance Documents in order to secure its own obligations, including
in particular any pledge, assignment or other Lien securing its obligations with regard to any federal reserve or central bank,
to the extent that the effect of such pledge, assignment or Lien is not:



 


(i) to release a Lender from all
or any of its obligations pursuant to the Finance Documents or to replace it with the person to whom the pledge, assignment or
Lien is granted in its capacity as a party to the Finance Documents; or


 


		ii)	to require a Borrower to make any payment other than a payment that must be made to the Lender
pursuant to the Finance Documents or any payment in excess of such a payment, or to grant to any person greater rights than those
granted to the Lender pursuant to the Finance Documents; or



 


		iii)	in the event of the enforcement of such security interest, to assign its rights pursuant to the
Finance Documents to any entity other than a Qualifying Lender or of which the transfer would result in increased costs for the
Borrowers pursuant to Clause 11 (Tax) and Clause 16.1 (Increased costs).



 


		17.10	Furthermore, the Borrower expressly acknowledges and accepts that, in the context of any refinancing
of the acquisition of the receivable under the Facility by any transferee of the Facility, which refinances directly or indirectly,
as the case may be, by way of a bond or share issue, it shall be permissible to provide to any subscribers and purchasers of the
bonds or shares: (1) the mandatory information necessary to produce a prospectus, as stipulated by: (i) Directive 2003/71/EC, as
amended; and (ii) the legislation by which it has been transposed in the domestic law of Member States of the European Union; and
(iii) Regulation (EC) No. 809/2004, as amended; and (2) the following information:



 


		i)	the law applicable to the Facility;



 


		ii)	the legal regime applicable to the Facility;



 


		iii)	the final repayment date of the Facility;



 


		iv)	the principal under the Facility;



 


		v)	the interest rate applicable to the Facility; and



 


		vi)	the identities of the Borrowers.



 


Any transfer or assignment pursuant
to this Clause may not result in any cost for the Borrowers.


 


		18.	Notices



 


		18.1	Any notices to be served as between the Parties pursuant hereto shall be sent by e-mail or fax
(confirmed by registered letter with an acknowledgement of receipt) or delivered by courier to the Party for whom it is intended,
using the contact details set out below (or any other contact details that any such Party may subsequently notify to the other
Parties):



 




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		-	the Agent and the Security Agent: 



 


DEUTSCHE PFANDBRIEFBANK AG


11, rue Saint Georges


75009 Paris


Attention : Melody Guillaume/Ariane
Zarrabi Costa


Email : melody.guillaume@pfandbriefbank.com
/ ariane.zarrabi.costa@pfandbriefbank.com


 


		-	the Lenders: to the Agent



 


		-	the Borrowers represented by the Representative of the Borrowers:



 


ARC Global II (Holding)


 


12 rue de la Chaussée d’Antin


 


75009 PARIS


 


Attention : Monsieur Graydon BUTLER


 


Email : Graydon.butler@moorparkcapital.com


 


		18.2	Any notices served in the manner stipulated above shall take effect: (i) if delivered by courier
on the date of their delivery; or (ii) if sent by e-mail, fax or registered letter, on the date affixed to the confirmation of
receipt; however, notices received after 4.00 pm (Paris time) shall not take effect until the following Business Day at 10.00 am
(Paris time).



 


		18.3	Any notices served as between the Parties pursuant hereto may be in English or French,25
at the discretion of the relevant Party.



 


		19.	Indemnification obligations



 


		19.1	Break Costs



 


When first requested to do so by
the Agent, the Borrowers shall pay to the Agent, on behalf of the relevant Lenders, any Break Costs resulting from the return of
the relevant funds to the interbank market following any repayment of all or part of the Outstanding Amount of the principal under
the Facility that does not take place on an Interest Payment Date (irrespective of whether the repayment in question take place
pursuant to the provisions of Clause 5.2 (Mandatory prepayments), Clause 5.3 (Voluntary prepayment), Clause 11 (Tax),
15 (Acceleration) or Clause 16 (New circumstances)). It is specified to the extent required that any such Break Costs
shall only be payable by the relevant Borrowers when the Representative of the Borrowers has received confirmation from the Agent
of the exact amount to be paid.


  





 



 


25 To be confirmed.


 




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Each Lender shall, when requested
to do so by the Agent, provide it in a diligent manner with a document setting out the amount of the Break Costs borne by it during
the relevant Interest Period (such document shall be provided promptly to the Representative of the Borrowers for its information).




 


		19.2	Other indemnities



 


Without prejudice to the joint
and several liability mechanism stipulated by Clause 3.2.2 and Clause 3.2.3 each Borrower shall, on the production of documentary
evidence, indemnify, within three (3) Business Days from receipt of any request that it do so, the Agent and/or any Lender for
any cost (including any reasonable costs that may be incurred by the Agent and/or the Lenders), loss or liability incurred as a
result of:


 


i) the occurrence of any General
Acceleration Event affecting it or any Property Acceleration Event affecting a Property owned by it;


 


ii) the non-payment on its due
date by the relevant Borrower of any amount owed pursuant to the Finance Documents; and


 


iii) any failure to prepay all
or part of the Outstanding Amount of the Facility despite a prepayment notice served on the Agent by the relevant Borrower (including,
to the extent required, if pursuant to the provisions of the Agreement the repayment notice is not irrevocable).


 


Borrower III shall also indemnify
the Lenders for any evidenced loss or other cost resulting from the fact that funds may have had to be reserved by the Lenders
to fund the amount stipulated by the Drawdown Notice, until the date of the return of such funds to the interbank market. Furthermore,
if the funds stipulated by the Drawdown Notice are not made available to Borrower III and are not returned to the interbank market
on the same date as the drawdown date stipulated by the Drawdown Notice, pursuant to instructions from Borrower III not to return
the funds to the interbank market on such date or as a result of the non-satisfaction of the conditions precedent to which the
relevant Drawdown is subject, Borrower III shall be required to pay interest on the amount of the Drawdown between the drawdown
date stipulated by the Drawdown Notice and the effective date of the return of the funds to the interbank market.


 


		19.3	Indemnification of the Agent



 


Without prejudice to the joint
and several liability mechanism stipulated by Clause 3.2.2 and Clause 3.2.3, each Borrower shall indemnify the Agent promptly,
on the production of documentary evidence, for any cost, loss or liability incurred by the Agent in the context of the reasonable
performance of its tasks as a result of:


 


		a)	the investigation by the Agent of any event that it reasonably deems a General Acceleration Event
affecting such Borrower or a Property Acceleration Event affecting a Property owned by such Borrower;



 




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		b)	any action taken by the Agent on the basis of a notice, request or instructions that it reasonably
deems to be authentic, accurate and duly authorised.



 


		20.	Costs, expenditure and registration



 


		20.1	Costs associated with the financing



 


		A)	All the reasonable costs, duties and fees associated with the Agreement and the Finance Documents
and in particular the costs of drafting the Security Documents, the costs associated with signature, the remuneration of notaries
or fees (including any applicable value-added tax), the costs associated with the execution of enforceable copies, the costs and
taxes associated with the grant, creation and registration of the Security Interests and the continuations thereof, any recovery
costs and costs associated with the enforcement of the Security Interests, the costs associated with registrations and any renewals
of registrations, or, as the case may be, the costs of procuring the release of the Security Interests, shall be borne and paid,
either directly or by way of reimbursement, by the Borrowers, who hereby undertake to do so.



 


		B)	This shall likewise be the case with regard to any reasonable costs, duties and fees associated
with the drafting, negotiation, signature and performance of: (i) any consent or waiver related to any provision of the Agreement
or the other Finance Documents; and (ii) any rider or supplement to the Finance Documents.



 


		20.2	Land registry – Ranking of mortgages



 


If at the time of the issue of
the registrations certificate, there exist or are registered any rights encumbering any one of the Properties other than those
referred to in Clause 12.1 (Security Interests In Rem) attributable to a Borrower or the previous owners, the relevant Borrower
shall be required to procure at its own expense the deletion of such registrations within sixty (60) calendar days and to provide
certificates attesting to such deletion within ninety (90) calendar days from the date on which it is notified thereof, subject
to the penalty of the prepayment of the relevant Share related to the relevant Property Share, in accordance with the provisions
of Clause 15.1.2(Property Acceleration Events).


 


		21.	the AGENT And the lenderS



 


		21.1	Appointment of the Agent



 


		A)	The Lenders appoint DEUTSCHE PFANDBRIEFBANK AG (as identified in the list of parties herein), which
accepts such appointment, to represent them for the purposes of any documents, notices and formalities related to their relationship
with the Borrowers and the Representative of the Borrowers and any Affiliate who is a party to a Finance Document, and to take
any measures and to exercise any rights and discretionary powers granted or transferred to the Agent in accordance with the provisions
of the Agreement, to the extent that the Agent has obtained a corresponding Decision of the Lenders.



 




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DEUTSCHE PFANDBRIEFBANK AG shall
act in its capacity as Agent to perform such tasks in accordance with the Finance Documents and it shall act with the same prudence
with which it would act if it had granted the Facility itself.


 


		B)	The Agent shall be removed from office in the event of any Insolvency Procedure being instigated
against it and may be removed from office in the event of wrongful conduct or gross negligence on its part, and in any event pursuant
to a Decision of the Lenders to remove it from office. The Lenders shall appoint as successor any other Agent; any such appointment
shall take place with the consent of the Representative of the Borrowers, insofar as no General Acceleration Event has occurred,
which consent may not be refused without good reason, it being specified that: (i) the successor Agent must act from an office
located in France; and (ii) the absence of a response from the Representative of the Borrowers within a period of five (5) Business
Days shall constitute its consent.



 


The removal of the departing Agent
in accordance with the conditions of the paragraph above and the appointment of a successor agent shall not be effective until
the successor agent has in writing accepted its appointment as Agent and has notified such consent to the Representative of the
Borrowers, to the extent that:


 


		i)	the successor agent is bound by all the obligations of the Agent and becomes the holder of all
the rights, discretionary or non-discretionary powers and mandates of the departing Agent pursuant to the Agreement;



 


		ii)	the appointment of the departing Agent comes to an end, but without prejudice to the obligations
that it may have assumed before the expiry of such appointment pursuant to or in connection with the Finance Documents; and



 


		iii)	the departing Agent is with regard to the future released from any further supplementary undertaking
or obligation pursuant to or in connection with the Finance Documents.



 


The departing Agent shall cooperate
with the successor agent in order to ensure that its tasks are transferred to the successor agent without any interruption in terms
of the service provided to the Borrowers and the Lenders and shall without delay make available to the successor agent any documents
and reports retained to ensure that the successor agent is in a position to perform its tasks.


 


		C)	The Representative of the Borrowers may by serving notice on the Agent subject to a notice period
of at least thirty (30) days replace the Agent, requesting that the Lenders appoint a replacement Agent, when any amount owed pursuant
to a Finance Document by a Borrower established in France becomes non-deductible from the taxable results of such Borrower on the
grounds that such amount is: (i) paid or owed to an Agent established or acting through an office located in a Non-Cooperating
State or Territory; or (ii) paid into an account opened in the name of such Agent with a financial institution located in a Non-Cooperating
State or Territory. In such a case, such Agent shall resign and a replacement Agent shall be appointed by the Majority Lenders
(after consultation with the Representative of the Borrowers) within a period of thirty (30) days from the date of the replacement
notice.



 




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All costs and expenditure associated
with any removal of the Agent shall be borne by the Lenders, unless such change takes place when requested by the Borrowers and
the Agent is not in default at such time.


 


		D)	The Agent must resign (and, as the case may be, must take any reasonable measures to appoint a
successor Agent in accordance with paragraph (C) above), if on the date three months prior to the next FATCA Application Date applicable
to a payment to the Agent pursuant to the Finance Documents or after such date, either:



 


		(i)	the Agent fails to respond to a request made pursuant to Clause 11.8 and a Borrower or a Lender
has reasonable grounds to believe that the Agent shall not be (or is no longer) a FATCA-Exempt Party on such FATCA Application
Date or thereafter;



 


		(ii)	the information provided by the Agent in accordance with Clause 11.8 proves that the Agent will
not be (or is no longer) a FATCA-Exempt Party on such FATCA Application Date or thereafter; or



 


		(iii)	the Agent informs the Agent of the Borrowers and the Lenders that it will not be (or is no longer)
a FATCA-Exempt Party on such FATCA Application Date or thereafter; and



 


(in each case) the relevant Borrower
or a Lender has reasonable grounds to believe that a Party shall make a FATCA Tax Deduction that would not have been required had
the Agent been a FATCA-Exempt Party, and such Borrower or such Lender, by serving notice on the Agent, requests that it resign.


 


		E)	The provisions of the Agreement shall continue to apply for the benefit of the departing Agent,
as far as any action taken or not taken by it or any event that occurred before the end of its appointment is concerned.



 


The relationship between the Lenders
and the Agent shall be exclusively a principal-agent relationship.


 


The Lenders shall be validly bound
by any decisions made and action taken by the Agent in connection with the Finance Documents whenever the Agent has acted on the
basis of a corresponding Decision of the Lenders.


 


		21.2	Duties of the Agent



 


The Agent shall:


 


		i)	provide to each Lender within a reasonable period the information provided to it pursuant to the
Finance Documents, apart from whenever such information is relevant to a single Lender, which information shall then be provided
to such Lender alone;



 


		ii)	collect the documents to be delivered pursuant to the Agreement and in particular pursuant to the
conditions precedent referred to in Clause 4(Conditions precedent) and confirm, when requested to do so by the Representative
of the Borrowers, the satisfactory nature of such documents, after obtaining the approval of the Lenders, as the case may be;



 




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		iii)	should it receive a payment from a Borrower pursuant to the Agreement, distribute such payment
to the Lenders pro rata their respective participations, unless the Agreement or any one of the Finance Documents stipulates
otherwise;



 


		iv)	subject to the provisions of the Agreement or the other Finance Documents that require the consent
of all the Lenders, act in accordance with any Decision of the Lenders or, if the Decision of the Lenders so requires, refrain
from exercising any right or prerogative held by it pursuant to any one of the Finance Documents;



 


		v)	only have the duties and obligations expressly referred to in the Finance Documents; and



 


		vi)	notify to each Lender any payment default or the occurrence of any General Acceleration Event or
Property Acceleration Event, to the extent that it has been notified thereof by a Borrower or the Representative of the Borrowers
in accordance with the terms of the Agreement, or by a Lender.



 


		21.3	Rights of the Agent



 


The Agent may:


 


		i)	perform any one of its duties, obligations or responsibilities in accordance with the Finance Documents
through its personnel, its representatives or pursuant to a delegation of powers or through any agent of its choice;



 


		ii)	instruct and, without prejudice to the provisions of Clause 20(Costs, expenditure and registrations),
remunerate any lawyers, accountants, surveyors or other experts for the purposes of the provision of any advice or services that
may appear necessary, relevant or desirable to it (if any such liability is material, it shall be subject to a Decision of the
Lenders) and rely on the advice so obtained;



 


		iii)	refrain from exercising any right or prerogative held by it pursuant to the Finance Documents until
such time as it is has procured the Decision of the Lenders or, as the case may be, the consent of all the Lenders;



 


		iv)	notwithstanding any other provision hereof, refrain from taking any action which would or could
in its view be contrary to any applicable law in any country or any applicable directive or regulations of any emanation of a State
or any action which would or could make it liable to any person and take action which is in its view necessary to comply with the
provisions of any such law, directive or regulations;



 


		v)	unless it receives written notice to the contrary, treat the Lenders who make available a portion
of the Facility as the recipients of the repayment of such portion of the Facility;



 




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		vi)	presume that no General Acceleration Event or Property Acceleration Event has occurred, unless
the Agent in such capacity has effective knowledge to the contrary, in accordance with the conditions of paragraph (viii);



 


		vii)	refrain from taking any measures in order to enforce the rights of a Lender pursuant to the Agreement
or any one of the other Finance Documents until such time as it has been indemnified or secured against any cost or loss (including
legal costs) that it would or might incur in such context;



 


		viii)	rely on any information provided to it or any document that it believes to be a true copy of the
original and to have been provided or signed by the person whom it presumes signed such document;



 


		ix)	rely on any fact or event that should be reasonably known to a Group Company on the basis of a
representation of a Borrower;



 


		x)	place any one of the Finance Documents and any other deeds or documents be delivered to it pursuant
to or in connection with the Finance Documents, for the time they are in its possession, in any safe, safety-deposit box or receptacle
selected by it or deposit them with any bank, any company whose business includes the safekeeping of documents or any firm of lawyers
of good reputation, and the Agent shall not be liable for any loss suffered in such context;



 


		xi)	delegate the performance of all or part of the tasks entrusted to it pursuant hereto to any one
of its Subsidiaries or Affiliates;



 


		xii)	accept without investigation, requisition or demur any title deed (as the case may be) that a Borrower
may hold in connection with the Assets that belong to it or are deemed to belong to it (or any part thereof) constituting the subject-matter
of the Security Interests, and the Agent shall not be obliged to carry out any investigation into or submit any request for information
relating to the title deeds of the relevant Borrower or, without prejudice to the foregoing, request that the relevant Borrower
remedy any defect that may affect its title deeds as referred to above; and



 


		xiii)	refrain from accounting to any Lender for any sum that it receives on its own behalf or any profit
that it may make from any such sum.



 


		21.4	Liability release for the Agent



 


Neither the Agent nor any member
of its personnel nor any of its agents shall be:


 


		i)	liable for the satisfactory, relevant, complete or accurate nature of any representations and warranties,
accounts given or information appearing in any one of the Finance Documents or any document delivered by any Group Company pursuant
to the Finance Documents;



 


		ii)	liable for the validity or enforceability of any one of the Finance Documents ;



 




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		iii)	obliged to enquire about the occurrence or subsistence of any General Acceleration Event, Potential
General Acceleration Event, Property Acceleration Event or Potential Property Acceleration Event or about the truthfulness or exhaustiveness
of the representations and warranties made and given by any Group Company in the Agreement or any other Finance Document;



 


		iv)	liable for having acted (or having refrained from acting), insofar as it believed it was conducting
itself in the interests of the Lenders, in circumstances in which it would have been unable or it was practically impossible to
obtain instructions from the Lenders;



 


		v)	held liable to any Group Company or any Lender, insofar as it has acted (or has refrained from
acting) in accordance with the instructions of the Lenders or a Decision of the Lenders (as the case may be);



 


		vi)	liable for anything it has or has not done in connection with the Finance Documents, in the absence
of gross or intentional misconduct on its part;



 


		vii)	liable for any failure by any Group Company to perform its obligations pursuant to the Finance
Documents in a timely and proper manner; and



 


		viii)	required to insure any Assets or oblige any other person to take out and maintain in force any
such insurance policy and shall not be liable for any loss that may be suffered by any person as a result of the absence, inappropriateness
or inadequacy of any insurance policy. Whenever the Agent is named on an insurance policy as an insured, it shall not be liable
for any losses that may be suffered as a result of not notifying either directly or indirectly the insurers of any material fact
affecting the risk covered by such insurers or any other information of such nature.



 


		21.5	The Agent in its capacity as Lender



 


The Agent, if it is a Lender, shall
have the same rights and powers pursuant to the terms of the Finance Documents as any one of the other Lenders and may exercise
such rights and powers as if it were not the Agent.


 


		21.6	Relationship of the Lenders with the Borrowers



 


		A)	All communication with a Borrower or any Group Company must take place through the Agent (save
for any contrary provision in the Agreement or the other Finance Documents).



 


		B)	Other than in the event of a default of the Agent (namely the non-compliance by the Agent with
a Decision of the Lenders pursuant to the provisions of the Agreement), any legal action and more generally any action in recovery
on an interim basis or by way of enforcement against any Group Company, may only be brought by the Agent acting in its own name
and in the name of the Lenders, to the exclusion of any individual actions of the latter.



 




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		C)	The Agent shall have no obligation whatsoever to provide to the other Lenders any information relating
to any one of the parties to the Finance Documents which it may receive in any manner other than in connection with the Agreement
or the other Finance Documents.



 


		D)	As long as it acts as Agent, the relevant departments of the Agent shall be treated as an entity
separate from its other departments (or a similar entity of the Agent after any reorganisation) or subsidiaries (the Other Departments)
and, should the Agent act for any Group Company as a financial adviser or in any other context (as an Adviser), any information
provided by any Group Company to any one of the Other Departments shall be deemed to be confidential and may not be provided to
the Lenders without the consent of the Representative of the Borrowers.



 


		21.7	No responsibility



 


Each Lender confirms that it is
(and shall at all times remain) solely responsible for carrying out its own checks and assessments of the business, operations
and financial situation of the Borrowers or any other Group Company and that it has not relied and shall at no time rely on the
Agent:


 


		i)	to provide it with any information relating to the business, operations, Assets or financial situation
of the Borrowers, the Investor or any other Group Company, irrespective of whether such information comes into its possession before
or after the signature of the Agreement, in the absence of any express contrary provision; or



 


		ii)	to verify and determine that any information provided by any Group Company (irrespective of whether
or not such information has been circulated by the Agent) in accordance with any one of the Finance Documents or any information
contained in any document produced by the Agent or any other person and delivered to the Lenders in the context of a syndication
of the Agreement, is sufficient, relevant, truthful and complete; or



 


		iii)	to assess or review periodically the business, Assets, operations and financial situation of the
Borrowers.



 


		21.8	Indemnification of the Agent



 


		A)	Without prejudice to the obligations of the Borrowers to indemnify the Agent, each Lender, pro
rata its participation in the Facility, must, whenever the Agent so requests, indemnify the Agent for any costs, expenditure
(including in particular legal fees) or debts, including any VAT payable, that are reasonably borne or incurred by it in the context
of its implementation of a Decision of the Lenders, or otherwise borne or incurred in connection with the Finance Documents or
its duties, obligations and responsibilities as stipulated thereby, unless such costs, expenditure or debts are borne or incurred
as the result of gross or intentional misconduct on the part of the Agent or gross negligence or a wilful breach on the part of
any member of its personnel.



 


		B)	The Borrowers shall repay to each Lender, whenever they so request, any payment that the Lenders
may reasonably have made in accordance with the provisions and within the limits stipulated by the above paragraph or the Agreement
(in particular in accordance with Clause 20 (Costs, expenditure and registration)), unless the Finance Documents stipulate
otherwise, without prejudice to the right of the Borrowers to dispute before the courts the merits of the instructions of the Lenders.



 




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		C)	The delayed release of funds by a Lender to the Agent pursuant to the Finance Documents shall entitle
the latter to receive default interest in accordance with the conditions of Clause 7.6 (Default interest).



 


		21.9	Decisions of the Lenders



 


		A)	The provisions of the Finance Documents may be amended or modified (with each one of such changes
constituting an Amendment) with the consent of the Representative of the Borrowers (acting on its own behalf and on behalf
of the Borrowers) insofar as the relevant Amendment has been approved by an appropriate Decision of the Lenders. An Amendment so
approved may be made physically by the Agent, who shall then sign the documents required in such regard on behalf of the Lenders,
on the one hand, and by the Representative of the Borrowers, on the other hand.



 


		B)	The Agent shall notify without delay any Amendment so made to the parties to the Agreement or,
as the case may be, to the parties to any other Finance Document.



 


		C)	Any legal action in relation to the Finance Documents may only be brought by a Lender through the
Agent, as the case may be, and in any event in accordance with a Decision of the Lenders, with each Lender then being required
at the relevant time to grant a special power of attorney to the Agent to act in the name and on behalf of such Lender in the context
of any legal or arbitral proceedings relating to a Finance Document.



 


		D)	Any waiver, consent or approval required in connection with any matter which, in accordance with
the terms of the Agreement or any one of the other Finance Documents, must be given unanimously by the Lenders, shall only take
effect if all the Lenders grant such waiver, consent or approval in writing but, subject to the satisfaction of such condition,
such waiver, consent or approval may be implemented by the Agent in the name of all the Lenders.



 


		E)	It is agreed that any modification of the rights and obligations of the Agent in accordance with
the terms of the Agreement and the other Finance Documents shall in any event require the prior and express consent of the Agent.



 


		F)	In the case of any decision requiring a Decision of the Lenders pursuant to the Agreement or any
one of the other Finance Documents, the Lenders undertake to use their best endeavours to respond to the Agent promptly.



 


		21.10	Security Agent



 


		A)	The Lenders appoint DEUTSCHE PFANDBRIEFBANK AG (as identified in the list of parties herein), which
accepts such appointment, to represent them for the purposes of any documents, notices and formalities relating to the Security
Interests and the Security Documents.



 


		B)	The Lenders acknowledge that the Security Interests pursuant to the Finance Documents shall be
granted on behalf of the Lenders, as represented by the Security Agent.



 


		C)	The Security Agent shall be charged with the administration of the Security Interests that are
or may be granted pursuant to the Finance Documents.



 




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		D)	The Security Agent shall not be liable (in the absence of gross or intentional misconduct on its
part) for any failure, omission or error affecting the enforceability of any Security Interest including inter alia: (i)
any failure to make any registration or filing in connection with any Security Interest; (ii) any failure to procure or maintain
the registration of any Security Interest pursuant to any applicable law governing registration; (iii) any failure to notify to
any person the signature of any Security Interest or the procurement of any permission, consent or other power for the purposes
of granting any Security Interest.



 


		E)	The Security Agent may accept without investigation the title of any Group Company or any Affiliate
to any Asset constituting the subject-matter of a Security Interest.



 


		F)	Each Lender hereby confirms its approval of the Security Interests and hereby authorises, empowers
and instructs the Security Agent (acting either personally or through any persons whom it may instruct to do so) to sign and perform
the Security Documents on its behalf, subject in all circumstances to the terms of the Agreement and the Security Documents (as
the case may be).



 


		G)	The Security Agent shall administer the Security Interests on its own behalf (should it be a beneficiary
thereof) and on behalf of the relevant beneficiaries. The Security Agent shall sign, which each one of the relevant beneficiaries
(and to the extent that it may have an interest therein, any other Party hereto) hereby authorises it to do, on its own behalf
(should it be a beneficiary of the relevant Security Interest) and on behalf of each one of the relevant beneficiaries and any
other Party hereto, as the case may be, without it being necessary for the Security Agent to again consult with or to obtain from
any beneficiary or any other Party hereto any power of attorney or any releases in connection with the Security Interests (other
than those in connection with the Security Interests In Rem) granted pursuant to any Security Document that the Security
Agent is authorised or obliged to grant in accordance with the terms of the Agreement.



 


		H)	The Security Agent shall hold, in the name and on behalf of the relevant beneficiaries, each one
of the Security Documents (including in particular the documents relating to any notifications to be made to the insurance company
or companies pursuant to the provisions of the Agreement), other than those documents relating to the Security Interests In
Rem granted to the Lenders.



 


		I)	The Security Agent shall retain the Security Documents until the repayment in full of the sums
owed pursuant to the Agreement, it being specified that if, for the purposes of the Pfandbriefen, one or more of the documents
held must be physically delivered to an authorised third party (the Treuhänder), the relevant Lender(s) undertake to
return the relevant document(s) to the Security Agent when first requested to do so, for the purposes of the inclusion of any required
information and/or with a view to the repayment of the Facility in full or in part, or, more generally, for the purposes of the
Agreement and the Finance Documents.



 


		J)	In the event of a conflict between the provisions of the Agreement and/or the Security Documents
pertaining to the instructions given to the Security Agent or any matter affecting the latter, the Agreement shall take precedence.



 


		K)	The provisions of Clauses 21.1 to 21.10 above shall apply mutatis mutandis to the Security
Agent.



 




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		22.	PRO RATA redistributions



 


		A)	Should any amount owed by a Borrower to any one of the Lenders pursuant to the Finance Documents
(the Recipient of the Recovery) by discharged by way of a payment or set-off or in any manner otherwise than through the
Agent, even after Acceleration and the enforcement of the Security Interests (the Recovery):



 


		i)	the Recipient of the Recovery shall within three (3) Business Days provide the details of such
Recovery to the Agent;



 


		ii)	the Agent shall determine whether the Recovery exceeds the amount that the Recipient of the Recovery
would have received, had the Recovery been received by the Agent and distributed to the Lenders pro rata their respective
participations in the Outstanding Amount of the Facility;



 


		iii)	if so, the Agent shall notify to the Recipient of the Recovery that it is in receipt of an excessive
Recovery and that it must pay to the Agent an amount equal to such excess (the Redistribution);



 


		iv)	the Recipient of the Recovery shall pay the Redistribution to the Agent within three (3) Business
Days from receipt of the notice referred to above, with it being incumbent upon the Agent to allocate such Redistribution amongst
the other Lenders.



 


		B)	The Agent shall treat the Redistribution as if it were a payment made directly by a Borrower and
shall pay the Redistribution to the Lenders (other than the Recipient of the Recovery) in accordance with the provisions of the
Agreement in the order of payments set out in Clause 9.1.2 (A) and (B) (Allocation of payments from the Operating Accounts).



 


		C)	The provisions of this Clause shall not benefit those Lenders who refuse to associate themselves
with a legal action, to the extent that the relevant payment is the result of a judgment entered against the Borrower pursuant
to such legal action.



 


		23.	Confidentiality



 


		23.1	Confidential Information



 


Each Finance Party agrees to keep
confidential all Confidential Information, not to disclose any Confidential Information to any person whomsoever, save to the extent
permitted by Clause 23.2 (Disclosure of Confidential Information) and Clause 23.3(Disclosure to a provider of numbering
services), and to ensure that all Confidential Information is protected by security procedures and with diligence equivalent
to those applied by it to its own confidential information.


 


		23.2	Disclosure of Confidential Information



 


Subject, where applicable, to the
provisions of Article L.511-33 of the Monetary and Financial Code, a Finance Party may disclose:


 




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		a)	to its Affiliates and their directors, managers, employees, professional advisers, auditors, shareholders
and representatives any Confidential Information that such Finance Party deems appropriate if the persons to whom the Confidential
Information is disclosed pursuant in this paragraph (a) are informed in writing of its confidential nature and of the fact
that all or part of such Confidential Information may constitute privileged information; it is stipulated that there shall be no
obligation to so inform such persons if they are bound by a professional duty of confidentiality or are otherwise bound by a confidentiality
undertaking as far as the Confidential Information is concerned;



 


		b)	to any person:



 


		iii)	to whom (or through whom) it transfers or assigns (or could potentially transfer or assign) all
or any of its rights and/or obligations pursuant to one or more Finance Documents, and to the Affiliates, representatives and professional
advisers of such person;



 


		ii)	with whom (or through whom) it enters into (or could potentially enter into), either directly or
indirectly, any transaction involving a sub-participation related to one or more Finance Documents and/or one or more Borrowers,
or any other transaction pursuant to which payments must or could be made with reference to one or more Finance Documents and/or
the Borrowers, and to the Affiliates, representatives and professional advisers of such person;



 


		iii)	designated by a Finance Party, or a person to whom paragraph (b)(i) or paragraph (b)(ii) above
applies, to receive any communications, notices, information or documents delivered in accordance with the Finance Documents on
its behalf;



 


		iv)	who invests in or finances (or could potentially invest in or finance) either directly or indirectly
a transaction referred to in paragraphs (b)(i) or (b)(ii) above;



 


		v)	to whom the information must be disclosed pursuant to or when requested to do so by a competent
court or tribunal, governmental authority, banking, tax or other regulatory authority or any similar entity, or pursuant to the
regulations of any relevant stock exchange or in accordance with any applicable legislation or regulations;



 


		vi)	to whom the information must be disclosed in the context or for the purposes of any litigation,
arbitration, administrative or other enquiry, legal proceedings or dispute;



 


		vii)	to whom and for the benefit of whom such Finance Party grants (or may grant) a pledge, assignment
or any other Security Interest;



 


		viii)	who is a Party; or



 


		ix)	with the consent of the Representative of the Borrowers; or



 


		x)	who is an investor or a Finance Party;



 


in each case, any Confidential
Information that such Finance Party considers appropriate, if:


 




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		-	in the case of paragraphs (b)(i), (b)(ii),
(b)(iii) and (b)(x) above, the person to whom the Confidential Information is disclosed has signed a confidentiality undertaking,
it being specified that such person shall not be required to sign a confidentiality undertaking if such person is a professional
adviser and is bound by a professional duty of confidentiality as far as the Confidential Information is concerned;



 


		-	in the case of paragraph (b)(iv) above,
the person to whom the Confidential Information is disclosed has signed a confidentiality undertaking or is otherwise bound by
a duty of confidentiality as far as any Confidential Information received is concerned and such person has been informed of the
fact that all or part of such Confidential Information may constitute privileged information;



 


		-	in the case of paragraphs (b)(v), (b)(vii)
and (b)(vi) above, the person to whom the Confidential Information is disclosed has been informed of its confidential nature and
the fact that all or part of such Confidential Information may constitute privileged information, it being specified that there
shall be no obligation so inform such person if, in the opinion of such Finance Party, it is impossible to do so in such circumstances;



 


		c)	to any person designated by such Finance Party, or by a person to whom paragraphs (b)(i) or (b)(ii)
above apply, to provide administrative or settlement services in connection with one or more Finance Documents, including inter
alia in connection with the trading of participations pursuant to the Finance Documents, any Confidential Information which
must be disclosed in order to allow such service-provider to provide any one of the services referred to in this paragraph (c),
if such service-provider has signed a confidentiality undertaking satisfactory to the Representative of the Borrowers and the relevant
Finance Party;



 


		d)	to any rating agency (and its professional advisers) any Confidential Information which must be
disclosed in order to allow such rating agency to pursue its standard rating activities in connection with the Finance Documents
and/or the Borrowers, if the rating agency to which the Confidential Information is disclosed has been informed of its confidential
nature and that all or part of such Confidential Information may constitute privileged information.



 


		23.3	Disclosure to a provider of numbering services



 


		A)	Subject, where applicable, to the provisions of Article L.511-33 of the French Monetary and Financial
Code, a Finance Party may disclose to any domestic or international provider of numbering services designated by such Finance Party
to provide numbering and identification services in connection with this Agreement, the Facility and/or the Borrowers, the following
information:



 


		i)	the names of the Borrowers;



 


		ii)	the place of the registered office of the Borrowers;



 


		iii)	the place or registration of the Borrowers;



 




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		iv)	the Signing Date;



 


		v)	the name of the Agent;



 


		vi)	the date of each rider to the Agreement;



 


		vii)	the total amount of the Facility;



 


		viii)	the currency of the Facility;



 


		ix)	the type of Facility;



 


		x)	the ranking of the Facility;



 


		xi)	the Final Repayment Date;



 


		xii)	any modification of the information previously provided pursuant to paragraphs (i) to (xi) above;
and



 


		xiii)	any other information agreed upon by such Finance Party and the Representative of the Borrowers;



 


in order to allow the provider
of numbering services to provide its standard numbering and identification services for syndicated loans.


 


		B)	The Parties acknowledge and accept that the identification number allocated to this Agreement,
the Facility and/or the Borrowers by a provider of numbering services and the information associated with such number may be disclosed
to users of its services in accordance with the standard terms and conditions of business of such provider of numbering services.



 


		C)	Each Borrower represents that none of the information referred to in paragraphs (i) to (xiii) of
paragraph (A) above constitutes or shall constitute at any time privileged unpublished information.



 


		23.4	Entire agreement



 


Subject to the provisions of Article
L.511-33 of the French Monetary and Financial Code, this Clause 23 constitutes the entire agreement between the Parties in relation
to the obligations of the Finance Parties in terms of Confidential Information pursuant to the Finance Documents and replaces any
other express or tacit agreement relating to Confidential Information.


 


		23.5	Privileged information



 


Each Finance Party acknowledges
that all or part of the Confidential Information constitutes or may constitute privileged information and that the use of such
information may be regulated or prohibited by the applicable legislation, including by the laws relating to insider trading and
market abuses, and each Finance Party undertakes not to use any Confidential Information for unlawful purposes.


 




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		23.6	Notification of disclosure



 


Each Finance Party consents (subject
to the limits stipulated by the applicable law or regulations) to inform the Borrowers of:


 


		a)	the circumstances of any disclosure of Confidential Information in accordance with paragraph (b)(v)
of Clause 23.2 (Disclosure of Confidential Information), apart from whenever such disclosure is made by any one of the persons
referred to in such paragraph in the normal course of its supervisory or regulatory duties; and



 


		b)	immediately upon becoming aware of the fact that Confidential Information has been disclosed in
breach of this Clause 23.



 


		23.7	Survival of the obligations



 


The obligations pursuant to this
Clause 23 shall continue to produce their effects and shall in particular survive for a period of six (6) Months from the earlier
of the following two dates, and each Finance Party shall remain bound by such obligations for such same period:


 


		a)	the date on which all the amounts owed by the Borrowers pursuant to or in connection with the Agreement
have been paid in full and all the commitments of the Lenders under the Facility have been cancelled or cease being available;
and



 


		b)	the date on which such Finance Party ceases being a Finance Party.



 


		24.	appointment of the agent of the borrowers



 


		A)	The Borrowers hereby appoint ARC GLOBAL II (HOLDING), which accepts such appointment, to act as
their agent in its capacity as the Representative of the Borrowers in accordance with the terms of the Finance Documents.



 


		B)	The Borrowers therefore instruct or, as the case may be, shall instruct ARC GLOBAL II (HOLDING)
to represent them in the context of any discussions, notices and formalities related to their relationship with the Lenders and
the Agent and any other party to the Finance Documents. ARC GLOBAL II (HOLDING) may not however take any decision on behalf of
one or more of its principals without their prior and express consent.



 


		C)	ARC GLOBAL II (HOLDING) may, in accordance with the instructions of each relevant principal, negotiate,
sign and certify any Finance Documents or other documents required in the context of the Facility and/or the Finance Documents,
in the name and on behalf of each relevant principal.



 


		D)	The Representative of the Borrowers is irrevocably authorised to collect any payments on behalf
of its principals and, should it be specifically instructed to do so, to make any payments on behalf of its principals. Any notices,
invoices, requests, calculations (etc.) drawn up by the Agent pursuant to the Finance Documents for service on or delivery to the
Borrowers may be validly served on or sent to the Representative of the Borrowers, acting in all circumstances on behalf of the
Borrowers.



 




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		E)	It is expressly agreed that, subject to the above provisions and the prior and express consent
of each one of its principals, the Representative of the Borrowers shall hold, subject to liability of each one of the Borrowers,
the widest powers to act in the name and on behalf of the Borrowers represented by it, for the purposes of making any allocations,
calculations or payments and dispatching or serving any communications, notices and responses stipulated by the Agreement, and
that the Lenders and the Agent are released from any liability in such regard.



 


		F)	Each Borrower furthermore releases the Lenders and the Agent from any liability in connection with
any action taken, payments made and documents produced by the Representative of the Borrowers in the name of the Borrowers in the
context of the Agreement. The Agent shall have no obligation to verify, in connection with any action taken by the Representative
of the Borrowers in the name and on behalf of a Borrower, whether the Representative of the Borrowers was in fact effectively authorised
by the relevant Borrower to take such action.



 


		25.	data protection Law



 


		25.1	In accordance with the provisions of Law No. 78-17 of 6 January 1978, as amended, relating to information
technology, data files and civil liberties, it is specified that the personal data collected above is required for the purposes
of the signature of the Agreement and all the contracts entered into in the context of the Agreement and the performance thereof
and that in such regard it shall be processed, for which the responsible parties shall be the Lenders, to which the persons to
whom such data relates hereby consent.



 


		25.2	Subject to the provisions of Clause 24 (Confidentiality), such personal data, as well as
any personal data held by the Lenders in the context of transactions completed on behalf of the signatories of the Agreement, may
be used for the purposes of managing such transactions and the commercial activities of the Lenders or their Affiliates. Such data
may for such purposes be provided to any Affiliate or third parties, and in particular to sub-contractors, partners and companies
for whom the Lenders act in the context of brokerage transactions located in France or abroad, inter alia in States that
do not belong to the European Union.



 


		25.3	Subject to the provisions of Clause 24 (Confidentiality), the signatories of the Agreement
are also informed that their personal data so transferred to a country within or outside the European Union, may be forwarded at
their request to official bodies and the local administrative or judicial authorities. In the context of a transfer to a country
outside the European Union, rules ensuring the protection and security of such information have been put in place.



 


		25.4	The persons to whom the personal data collected above relates shall be entitled to obtain such
data from the Lenders and to request, as the case may be, its modification and to challenge any use made thereof for the purposes
of solicitation and in particular commercial solicitation.



 


		26.	MISCELLANEOUS Provisions



 


		26.1	The provisions of this Agreement and the other Finance Documents shall produce their effects both
with regard to the Parties and their respective successors, transferees and assigns.



 




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		26.2	In the event of any novation on any basis whatsoever pursuant to the Agreement and the other Finance
Documents, the Lenders expressly reserve for themselves, which the Borrowers and any other Party having granted a Security Interest
hereby accept, all the rights and liens of the Lenders pursuant to the Security Interests, as granted by the Borrowers or any other
Party having granted a Security Interest pursuant to the Agreement or any other Finance Document or any amendment of or rider to
the Agreement or any other Finance Document, so that, in accordance with the provisions of Article 1278 of the French Civil Code,
such rights shall be transferred to the new receivable.



 


		26.3	The Agreement and the other Finance Documents may only be amended by a written instrument signed
by each one of the relevant parties.



 


		26.4	Should any party not demand or demand late the performance by another party of its obligations
in accordance with the terms of the Agreement or any other Finance Documents, this shall not affect its right to subsequently demand
the performance of the such obligations, unless the relevant party has given a written waiver of such right in accordance with
the terms of this Clause.



 


		26.5	For the purposes of the performance of the Agreement and the other Finance Documents, each one
of the Parties elects as its address for service the address of its registered office provided at the beginning hereof.



 


		26.6	If for any reason whatsoever a provision of the Agreement or any other Finance Document is inapplicable,
invalid or contrary to public policy, the Parties expressly agree that notwithstanding the significance or essential nature of
such provision, all the other provisions shall continue to be valid and shall have the force of law as between the relevant parties.



 


		26.7	The enforcement of each one of the Security Interests by the Lenders shall not prejudice in any
way or affect in any manner whatsoever the other rights of the Lenders pursuant to the Agreement and the other Finance Documents,
and in particular pursuant to the other Security Interests granted. The Lenders may at their entire discretion enforce the covenants,
security interests or guarantees of which they have the benefit or any one of them in the order that they see fit, as soon as Acceleration
is declared pursuant to the Agreement, or on the Final Repayment Date of the Facility, should the amounts that are due and payable
on such date not have been paid and repaid.



 


		26.8	The use by a person of its best endeavours pursuant to the Agreement and the other Finance Documents
shall mean that such person is bound merely by an obligation of means.



 


		26.9	Any Lender may set off any sum that is due and payable by any one of the Borrowers pursuant to
the Agreement and the other Finance Documents but which remains unpaid (to the extent that such Lender is owed such sum) against
any sum (whether or not payable) that the Lenders in their capacity as Lender are obliged to pay to such Borrower, whatever the
place of payment.



 




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		27.	governing LAW – JURISDICTION



 


		27.1	The Agreement shall be governed by French law.



 


		27.2	Any dispute relating to the Agreement and the other Finance Documents shall be a matter for the
exclusive jurisdiction of the Paris Court of First Instance Tribunal.



 


		28.	publication



 


Information
relating to this Agreement shall be published wheresoever such information is required.


 


		29.	ISSUE OF NON-ASSIGNABLE ENFORCEABLE COPIES



 


The Initial Lender requires the
Undersigned Notary to supply it with a personal enforceable copy of the Agreement and its Schedules representing its receivable
against the Borrowers.





 


The Borrowers hereby agree to the
issuance by the Undersigned Notary, in favour of the Lenders who so request, any enforceable copy of the Agreement, transferable
by endorsement, replacing the personal enforceable copy.





 


Any enforceable copy of the Agreement
shall thus be supplied to the Lender who so requests against submission to the undersigned notary in the personal enforceable copy
referred to above.





 


The Undersigned Notary shall then
cancel this personal enforceable copy.





 


The Parties give all powers to
any clerk of the notary’s office named above for the purposes of signing any subsequent deed necessary to issue a new personal
enforceable copy or under order.


 


		30.	Schedules



 


The documents referred to as Schedules
are marked as schedules under the signature of the Undersigned Notary and constitute an integral part of the deed; in addition,
the parties expressly acknowledge that they have been apprised of the contents of such documents.


 


		31.	Powers



 


For the purposes of compliance
with land registration formalities, the Parties, acting in their mutual interests, hereby grant all necessary powers to any authorised
sworn clerk of the notarial firm named at the beginning hereof, to produce and sign any supplementary or modifying documents to
ensure that this deed is in compliance with any mortgage, cadastral and civil status documents.


 




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All necessary powers are granted
to any authorised sworn clerk of the Undersigned Notary and the Participating Notary to produce to the relevant land registry any
documentary evidence that it may request and to sign any supplementary or modifying documents that may be useful for the purposes
of registration formalities, annotations and renewals in connection with the stipulated security interests, as the case may be.


 


		32.	statutory information



 


In accordance with Article 32 of
Law No.78-17 of 6 January 1978, as amended, known as the “Data Protection Law”, notaries are entitled to process personal
data for the purposes of their notarial activities, inter alia in the context of compliance with the formalities relating
to deeds. To such end, the notarial firm shall be required to store data relating to the Parties and to disclose such data to certain
authorities, inter alia to the land registry for the purposes of land registration, and for cadastral, accounting and tax
purposes. Each Party may exercise its right to access and modify data relating to it by contacting the notarial firm named at the
beginning of this deed.


 




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IN WITNESS WHEREOF


 


Executed in 173 pages


 


Done in the aforementioned placer on the day
and in the month and year stipulated above


 


This deed is drawn up by the Undersigned Notary.


 


After being read out by the Notary, the parties
to this deed or their representatives signed with the undersigned partner Notary.


 


Number of:


		-	words overstruck as inapplicable: none






		-	lines overstruck as inapplicable: none






		-	figures overstruck as inapplicable: none






		-	blanks barred with black: none






		-	references: none



 


	
        Pour ARC GLOBAL II BORDEAUX

        En ses qualités énoncées
        aux présentes

         

        Monsieur Rafik SOUSSI

         
	
         

         

         

	
        Pour ARC GLOBAL II MARSEILLE

        En ses qualités énoncées
        aux présentes

         

        Monsieur Rafik SOUSSI

         
	
         

         

         

	
        Pour ARC GLOBAL II RUEIL

        En ses qualités énoncées
        aux présentes

         

        Monsieur Rafik SOUSSI

         
	
         

         

         

	
        Pour ARC GLOBAL II (HOLDING)

        En ses qualités énoncées
        aux présentes

         

        Monsieur Rafik SOUSSI

         
	
         

         

         

	
        Pour ARC GLOBAL ORGANISME DE PLACEMENT COLLECTIF
        IMMOBILIER

        En ses qualités énoncées
        aux présentes

         

        Monsieur Loïc LONCHAMPT

         
	
         

         

         

	
        Pour DEUTSCHE PFANDBRIEFBANK AG

        En ses qualités énoncées
        aux présentes

         

        Madame
        Ariane ZARRABI COSTA et Monsieur Alexis PERIBERE

         
	
         

         

         

	
        Mademoiselle Astrid COMMEAU

         

        Clerc habilité

          
	
         

         

         

	
        Maître Vincent AUDOIR

         

        Notaire
	
         

         

         



 




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