DATED OCTOBER 27 2016

this Receivables Purchase Agreement;

any separate Facility Conditions that are agreed in writing by the Parties to be applicable; and

any other Finance Documents; and

any document referred to in any of the above (or otherwise agreed in writing by the Parties) as having legal effect.

the amount calculated by applying the Payment Percentage to the aggregate Notified Value of Outstanding Eligible Receivables (being the balance for the time being standing to the credit of the Assigned Receivables Account); and

the Facility Limit,

adding thereto the aggregate credit balance (if any) on the Reserve Account; and

deducting therefrom the Funds in Use;

deducting therefrom the Funds in Use under any other Receivables Purchase Agreement between a member of the Group and FGI; and

"control" of any of the Original Clients means:

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

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

appoint or remove all, or the majority, of the directors or other equivalent officers of any of the Original Clients; or

give directions with respect to the operating and financial policies of any of the Original Clients with which the directors or other equivalent officers of any of the Original Clients are obliged to comply; and/or

the holding directly or indirectly of more than 50 per cent of the issued share capital of any of the Original Clients (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

"acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition, directly or indirectly, of shares in any of the Original Clients by any of them to obtain or consolidate control of any of the Original Clients;

is or becomes public information other than as a direct or indirect result of any breach by FGI of clause 28 (Confidential Information); or

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

is already known by FGI before the date the information is disclosed to it by a member of the Group or its advisers or is lawfully obtained by FGI after that date, from a source which is, as far as FGI is aware, unconnected with the Group and which, in either case, as far as FGI is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

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

any note purchase facility or the issue of bonds (but not trade instruments), notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of finance leases;

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

any treasury transaction (and, when calculating the value of that treasury transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that treasury transaction, that amount) shall be taken in to account);

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

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

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply;

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

any ledger, computer data, records, documents, disks, electronic data or machine-readable material on or by which the financial or other information pertaining to the assets of the Client is recorded or evidenced; and

any equipment necessary for reading or amending the same.

the debit balance (if any) on the Funds In Use Account, calculated by aggregating all payments debited to the Funds In Use Account; and

any debit balance then standing on the Reserve Account in accordance with clause 9.6 (Reserve Account).

a distress, attachment, execution, sequestration, diligence or other legal process is levied, enforced or sued out on or against all or any part of the assets of that person with an aggregate value in excess of £50,000 (or any equivalent in other currencies);

a notice of intention to appoint an Administrator, liquidator or receiver being given by any person or an Administrator, liquidator or receiver being appointed; or

any person presents a petition for, or an order for the commencement of preliminary or actual insolvency proceedings, self-administration (Eigenverwaltung) or protective proceedings (Schutzschirmverfahren) winding-up administration, company reconstruction or bankruptcy of a person is made or any such proceedings are ordered, granted or commenced; or

a corporate action, legal proceedings or other procedure or step is taken for the suspension of payments or a moratorium of any indebtedness;

any petition or proposal is presented or a meeting is convened with a view to the rehabilitation, administration, receivership, custodianship, liquidation, bankruptcy, company reconstruction, winding-up or dissolution of that person (other than for the purpose of an amalgamation or reconstruction whilst solvent), or any other insolvency proceedings involving that person; or

any procedure analogous to the procedures referred to under parts (a) to (g) above in any jurisdiction other than Germany.

it is in a situation of illiquidity (Zahlungsunfähigkeit) or over indebtedness (Überschuldung) in each case as defined Sections 17 and 19 of the German Insolvency Code, or any similar proceedings or events in any other relevant jurisdiction; or

it ceases to trade or notifies a Client or FGI of its intention to cease to trade or the Client or FGI otherwise becomes aware of such intention through a source reasonably considered by FGI to be reliable; or

it is subject to Insolvency Proceedings; or

an analogous event occurs in any jurisdiction,

the ability of a Credit Party to perform its payment obligations under any of the Finance Documents; or

the business, operations, property, assets or condition (financial or otherwise) of a Credit Party; or

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

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

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

any Security Interest or Quasi-Security arising under the Security Documents;

any Security Interest or Quasi-Security identified in the Commercial Terms as an additional category of Permitted Security; and

any other Security Interest or Quasi-Security to which FGI provides its prior written consent in writing from time to time.

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by or any other member of the Group;

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

all present and future account balances (including balances to be determined periodically and daily balances as well as all other interim balances and the balances to be determined upon the termination of the current account arrangements) up to the amount of the nominal amount of the relevant sold Receivables; and

all accessory and non-accessory formative rights (Gestaltungsrechte), including the right to terminate the current account arrangement and the right to demand that a balance be determined.

the benefit of the Supply Contract giving rise to the Receivable (but not of any obligation to perform the relevant Supply Contract);

any ownership interest, charge, encumbrance, proprietary or security interest, guarantee, right of retention, retention of title, lien recovery, possession or privilege or other right or claim in, over or on any person's assets or properties in favour of the Client securing a Customer's obligations in respect of a purchased

the benefit of all negotiable and non-negotiable instruments, guarantees, warranties, indemnities, securities, bonds and policies of insurance held by the Client or to which the Client is entitled in respect of the Receivable;

the related Financial Records;

any current or future rights and/or claims of the Client against the Customer arising under or in connection with a purchased Receivable or by operation of law (including default interest);

any current or future rights of the Client to change the purchased Receivable by unilateral declaration (Gestaltungsrechte) and any other ancillary rights (Nebenrechte) arising in respect of the purchased Receivables to the extent not already transferred to FGI by operation of law;

any current or future retained title or security title (Vorbehalts- und Sicherungseigentum) that secures the purchased Receivable and any current or future right of reclaim (Herausgabeanspruch) in respect of goods that are subject to a retained title or security title; to the extent the Client is in possession of such goods, the Client shall as a trustee (als Treuhänder) keep such goods safe, free of charge and separated from its own goods; in case of any such transferred goods FGI shall re-transfer, re-assign and release such goods if and when the Client is obligated to do so pursuant to the terms of the underlying transaction;

any current or future expectancy rights (Anwartschaftsrechte) of the Client in respect of goods, which are, notwithstanding any representations, undertakings or warranties contained in this Agreement to the contrary, the underlying subject matter of the invoices issued in respect of the purchased Receivables;

any current or future insurance claims, in particular any claims under a commercial credit insurance (Warenkreditversicherung) of the Client in respect of the purchased Receivables and/or insurance in relation to the goods or the transportation of the goods which are the underlying subject matter of the invoices issued in respect of the purchased Receivables;

all proceeds at any time, arising in any way, out of the resale, redemption or other disposal of (net of collection costs), or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith;

all the Client's rights under contracts of supply between the Client and its suppliers in relation to goods supplied or to be supplied by the Client in fulfilment of its delivery obligations to a Customer whose Receivable has been offered or notified to FGI by the Client under this Receivables Purchase Agreement, whether or not such

which is controlled, directly or indirectly by the first-mentioned company or corporation; or

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

which is a subsidiary of another subsidiary of the first mentioned company or corporation,

Unless a contrary intention appears, a reference in this Deed to:

"FGI", a "Client", any "Party" or any other person shall be construed so as to include its and any subsequent successors assigns and transferees in accordance with their respective interests;

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as varied, amended, supplemented, extended, restated, novated and/or replaced in any manner from time to time (however fundamentally and even if any of the same increases the obligations of any member of the Group or provides for further advances);

a "month" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next succeeding calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next succeeding Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the immediately preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is not numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

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

"VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to time;

"including" or "includes" means including or includes without limitation;

the singular includes the plural and vice versa; and

a time of day is a reference to New York time.

Section, clause, schedule and paragraph headings are for ease of reference only and shall not affect the construction of this Deed.

a Termination Event is "continuing" if it has not been remedied or waived in writing to the satisfaction of FGI. Any waiver given by FGI in writing shall only apply to the specific occurrence of the specific event referred to in such waiver.

References to clauses, paragraphs and schedules are to be construed, unless otherwise stated, as references to clauses, paragraphs and schedules of and to this Deed and references to this Deed include its schedules.

The Parties intend that this Agreement shall take effect as a deed notwithstanding the fact that a Party may only execute this document under hand.

This Deed shall begin on the Commencement Date and, subject to the other provisions of this Deed, shall continue for the Minimum Period.

Notwithstanding clause 4.1 above:

all (but not less than all) the Clients acting together may terminate the Receivables Purchase Facility in full (but not in part only) at any time by giving written notice of not less than the Notice Period to FGI;

FGI may terminate all or any part of the Facility at any time by giving written notice of not less than the Notice Period to the Clients; and

FGI may immediately terminate the Facility by written notice to the Clients upon or at any time after the occurrence of a Termination Event which is continuing,

FGI shall be under no obligation to make any payment in respect of this Deed until such time as it has received, in form and substance satisfactory to it, all of the documents and other evidence listed in part A of Schedule 1 (Conditions Precedent).

If and to the extent that any condition subsequent is identified in the Commercial Terms as being deliverable after the Commencement Date, the relevant Party undertakes to deliver such condition subsequent to FGI on or before the date specified for such delivery. The Parties acknowledge and agree that the failure of the relevant Party to deliver that condition subsequent to FGI on or before the date specified for such delivery shall be a Termination Event.

The Over Advance Facility may be made available in accordance with the terms of Schedule 4 (Over Advances - terms and conditions).

The Client herewith assigns (abtreten) to FGI, who accepts the same, (i) all Receivables owing to the Client at the Commencement Date and (ii) all its Receivables arising during the life of this Agreement, and herewith transfers and assigns to FGI, who accepts the same, all Related Rights in respect of these Receivables. FGI shall own the Receivables and any Related Rights from the Commencement Date or as soon as they come into existence even if not yet entered in the books or records of the Client as due to the Client. The foregoing assignment is done unconditional and irrespective of whether the Receivables (together with the RelatedRights) are sold by the Clients to FGI or not. The assignment of any Receivables which are not also being contractually (schuldrechtlich) sold (verkauft) to FGI under the terms of this Agreement (and in particular Clause 5.2 below) as well as any Receivables which had been sold by the Clients to FGI but which have been repurchased by the Clients from FGI pursuant to the terms of this Agreement (and in particular Clause 8.2 below) shall be an assignment to FGI and shall remain assigned to FGI based on terms of an assignment for security purpose (Sicherungsabtretung) and shall secure all claims of FGI against members of the Group in connection with the Finance Documents. The contractual terms (schuldrechtliche Sicherungsvereinbarung) - i.e. not the assignment as such - of the Global Security Assignment Agreement shall apply in addition to this Agreement mutatis mutandis to the security assignments completed hereunder.

By this Agreement, the Client shall be obliged to offer to sell (verkaufen) to FGI Eligible Receivables together with all their Related Rights:

Such an offer will be unconditional and made in writing in the form set out in Schedule 5 (Form of Offer) or such other form as agreed between the Parties from time to time, and shall specify in particular the offered Receivables. The Client shall submit to FGI, together with the offer, in a form as required by FGI or otherwise acceptable

The decision whether to accept or decline any offer shall be in the sole and absolute discretion of FGI, and nothing in this Agreement shall oblige FGI to purchase any Receivable and its Related Rights at any time. For the avoidance of doubt, neither by an acceptance nor by declining of an offer shall FGI become a party to or liable in respect of any Supply Contract.

In case FGI decides not to purchase a certain Receivable, it shall mark such Receivable as "rejected" in the Assigned Receivables Account. As long as FGI has not made such decision, the respective offer by the Client that FGI purchases the respective Receivable remains valid.

In case FGI decides to accept the offer to purchase a certain Receivable, it shall accept the offer by marking such Receivable as "accepted" in the Assigned Receivables Account (each such Receivable thereupon a "Purchased Receivable"). As the Client has access to the Assigned Receivables Account and can thus review the status of each Receivable at any time, the Client herewith waives any further formal requirement to receive an acceptance declaration (Verzicht auf den Zugang der Annahmeerklärung).

An assigned Purchased Receivable will, upon acceptance (Annahme) by FGI pursuant to Clause 5.6 above of the Client's offer to sell (verkaufen), become wholly owned by FGI, and shall cease to be subject to any security purpose restrictions under this Agreement or the Global Security Assignment Agreement.

If FGI so requires at any time, the Clients will promptly and at their own expense execute, stamp (if appropriate) and deliver to FGI written confirmations of assignment of any Receivable and/or its Related Rights, in such form as FGI may require, deliver to FGI any documents, agreements, instruments, policies, records or data relating to any Receivable and/or its Related Rights and/or take any other action necessary to perfect the assignment or transfer to FGI of, or FGI's title to, any Receivable (and/or its Related Rights) and, if FGI so requires, the Clients will promptly give written or other notice in a form and manner that FGI approves to any Customer whose Receivable has been assigned in this way.

Receivables Subject to Extended Retention of Title:

If Receivables are security assigned pursuant hereto which are subject to extended retention of title arrangements (verlängerter Eigentumsvorbehalt) in favour of the suppliers of the Client, the assignment of such security assigned Receivables shall only become effective with the extinction of such retention of title arrangements. As long as any person is only partly entitled to the assigned Receivables as a result of such person’s retention of title arrangement, the assignment of such assigned Receivables to FGI hereunder shall be limited to the part of the assigned Receivable to which FGI is entitled. The other part of

Each Client hereby assigns to FGI, who accepts such assignments, its respective right to reassignment of the assigned Receivables assigned to a person by reason of extended retention of title arrangements as well as any contingent claims to the transfer of all proceeds paid out to such person, together with all rights pertaining thereto. The same applies to any possible expectancy right (Anwartschaftsrecht) with respect to the assignment of any assigned Receivables which are subject to a condition subsequent (auflösende Bedingung).

Upon the occurrence of a Termination Event which is continuing, FGI shall be entitled to extinguish any retention of title arrangements by satisfying the holder thereof.

Perfection of Assignment and Transfer

In case the transfer of ownership of the purchased Receivables together with all Related Rights did not validly occur in full, the relevant Client shall, at its own cost, take all legally possible action necessary or advisable to effect such transfer.

Notwithstanding the generality of the foregoing the following shall apply in addition to the other provisions of this Agreement: In the event that title to, or any rights in respect of, the Related Rights cannot be transferred from the Client to FGI by simple agreement as set out in the Agreement, the Client and FGI agree as follows:

Any transfer of possession which is necessary for the transfer of ownership, in particular, in respect of any potential retention of title (Vorbehaltseigentum) in respect of items in the possession of third parties, shall be replaced as follows:

In the case that the items which are Related Rights are in the direct possession of the Client, the Client shall as a trustee (als Treuhänder) keep such goods safe and hold such items free of charge on behalf of FGI;

In the case that the Client has indirect possession or any other claim for return of an item being part of the Related Rights, the Client hereby assigns to FGI all claims for return of such Related Rights and FGI hereby accepts such assignment;

to the extent the transferred items serve as security for assigned Receivables, FGI shall re-transfer, re-assign and release such items if and when the Client is obligated to do so pursuant to the terms of the underlying transaction.

All other necessary actions, consents, entries, registrations, notifications or formal requirements shall be taken, obtained, made or complied with by the Client at its expense. The Client will be strictly liable (verschuldensunabhängig) for all damages and consequential damages resulting from the failure to take, obtain, make, or comply with, any necessary action, consent, entry, registration, notification or formal requirements.

The Client shall at its expense promptly and duly take all action necessary in the relevant jurisdiction, obtain all consents, make all entries and registrations, issue all notifications and/or comply with all formal requirements as well as make and receive all declarations as are required for the transfer of ownership in the Related Rights to FGI. The Client shall be strictly liable (verschuldensunabhängig) for all damages and consequential damages resulting from the failure to so take any action, obtain any consent, make any entry or registration, issue any notifications or comply with any formal requirements or the failure to make or receive any declarations;

to the extent contemplated or permitted by the relevant jurisdiction, the aforementioned paragraphs (i) (A) and (i) (B) shall apply mutatis mutandis;

without affecting the obligations of the Client under this Clause 5.5 and to the extent contemplated or permitted by the relevant jurisdiction, the Client hereby authorises FGI to exercise all rights of the respective Client in such Client's name with respect to the Related Rights which have not been transferred under this Agreement.

To the extent that title or other rights relating to a purchased Receivable have not been fully assigned to FGI by the assignments contemplated by this Agreement, this Clause shall, without affecting any other rights and powers of FGI, apply mutatis mutandis to the extent legally possible.

For the avoidance of doubt: Transfer of title to the relevant Receivables and Related Rights as contemplated herein is not subject to a condition (keine aufschiebende Bedingung der Kaufpreiszahlung) of payment of the purchase price therefore.

shall, in respect of each Receivable existing on the Commencement Date, notify the relevant Customer and credit insurers in writing, by means of a Notification Letter, of the assignment created by this Receivables Purchase Agreement and

shall include such endorsement as FGI shall require on each Invoice issued by the Client after the Commencement Date and, if FGI so requires, shall send to any new or additional customer a Notification Letter, notifying the relevant Customer of the assignment of the relevant Receivable(s) and directing the relevant Customer to make payment of the Receivable(s) into the Trust Account;

irrevocably authorises FGI to deliver to any Customer on the Client’s behalf a Notification Letter required under clause 6.1 or clause 6.2; and

if FGI so requires at any time, promptly and at its own expense execute, stamp (if appropriate) and deliver to FGI a written confirmation of assignment of any Receivable and/or its Related Rights, in such form as FGI may require, deliver to FGI any documents, deeds, instruments, policies, records or data relating to any Receivable and/or its Related Rights and/or take any other action necessary to perfect the assignment or transfer to FGI of, or FGI's title to, or the trust in FGI's favour in relation to, any Receivable (and/or its Related Rights) and the proceeds of the same.

the Receivable does not exist as an enforceable receivables (Veritätsrisiko) governed by German law or is not evidenced by an Invoice or other documentary evidence satisfactory to FGI;

the Receivable arises out of a sale made by a Client to an Associate of a Client or to a person controlled by an Associate of a Client;

the Receivable remains due or unpaid (whether in whole or in part) for longer than the Permitted Credit Period at the Purchase Date;

any covenant that applies to the Receivable under this Receivables Purchase Agreement has been breached;

any representation or warranty made with regard to the Receivable under this Receivables Purchase Agreement is incorrect or misleading, or the Receivable is required to be included in a separate Notification under clause 7.2 (Separate Notification of certain Receivables).

the Receivable is owed by a Customer that is Insolvent or if the Receivable is a Defaulted Receivable at the Purchase Date;

the Receivable is payable in stages or relates to tooling;

the Receivable arises from a sale to made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

the goods giving rise to the Receivable have not been Delivered to and accepted by the Customer or, as the case may be, the services giving rise to it have not been performed by the relevant Client and accepted by the Customer, or the Receivable otherwise does not represent a final sale or service, in particular the correctness of the sale or service is disputed by the Customer;

the Receivable is subject to any offset, deduction, defence, dispute, or counterclaim, or the Customer is also a creditor or supplier of a Client or the Receivable is contingent in any respect or for any reason;

the Receivable would breach any Limit set out in this Deed;

any return, rejection or repossession of the relevant goods has occurred or the rendition of the relevant services has been disputed;

FGI deems the warranties contained in the relevant Supply Contract to be excessive;

when aggregated with all other Outstanding Receivables of the relevant Customer, the Receivable would cause the Debtor Concentration Limit to be exceeded;

the Supply Contract or any other document related to the Receivable is not governed by the laws of Germany or such other law as FGI may approve in writing, and does not provide for the Customer's submission to the jurisdiction of the courts of Germany or such other jurisdiction as FGI may approve in writing;

the Receivable is owed by the relevant Customer acting in the capacity of a private individual;

the assignment of the Receivable is restricted or prohibited by the terms of the Supply Contract or other applicable contractual term or by law;

pursuant to regulation, the proceeds of the Receivable would not become freely available; or

the Receivable is not otherwise satisfactory to FGI as determined by FGI acting reasonably and in good faith.

FGI may require a Client, at any time after FGI has served a written notice (a "Repurchase Notice") on that Client, to repurchase immediately any Ineligible Receivable.

Each Repurchase Notice will set out in reasonable detail the description of each Receivable to be repurchased and the repurchase price applicable to each such Receivable. The repurchase price (the “Repurchase Price”) to be paid by the Client to FGI shall be determined by FGI and shall be equal to the Purchase Price, to the extent that it has been paid by FGI to the Client (including by way of set-off or otherwise as contemplated in this Agreement) and minus any remittances which have been applied by FGI for its own purposes.

FGI shall change the mark in respect of such Purchased Receivable in the Assigned Receivables Account from "accepted" to "rejected" and shall charge the amount of the Repurchase Price to the Reserve Account. Following such a repurchase, the respective Purchased Receivables will remain to be Assigned Receivable and serve as security for any claims of FGI against the Client in accordance with the rules set out above in Clause 5.1 in respect of repurchased Receivables.

After the payment of the Repurchase Price FGI will credit the relevant Reserve Account of the Client all sums subsequently received or recovered by FGI in relation to that Receivable (without double counting).

Subject to the terms of this Agreement, FGI has an additional right to require a Client to repurchase any Receivable at any time in its absolute discretion, whether or not the relevant Client is in breach of its obligations under this Deed.

The part of each Purchased Receivable which has been acquired by FGI on a non-recourse basis shall be ranking prior to the part of the Purchased Receivable which has been acquired by FGI on a with-recourse basis, and any collections received by FGI in respect of a Purchased Receivable shall be applied firstly to the part of the Purchased Receivable which has been acquired by FGI on a non-recourse basis, and thereafter to the remaining part of the Purchased Receivable.

In case a Purchased Receivable becomes a Defaulted Receivable fully or in part, FGI will charge to the Reserve Account the respective amount of the Defaulted Receivable. As far as FGI has not yet paid the Purchase Price for the respective Receivable to the Client, FGI will set-off the respective claims against each other.

For the avoidance of doubt, any further rights of FGI against the Client under clauses 15 and 16 below shall remain in place unaffected by this clause 8.

The Initial Purchase Price in respect of any Purchased Receivable shall become due on the Purchase Date of such Purchased Receivable. FGI will also record the amount of the Initial Purchase Price on the Funds In Use Account.

The Deferred Purchase Price in respect of any Purchase Receivable shall become due upon receipt of amounts in excess of the Initial Purchase Price or at the time when the Purchased Receivable becomes a Defaulted Receivable, whereby in the latter case to the extent the Default Risk remains with the Client, the Deferred Purchase Price shall not be paid but be settled in accordance with clause 8.6 (Ineligible Receivables, Default Risk and repurchase). FGI will also record the amount of the Deferred Purchase Price, to the extent this is resulting from Customer payments, to the Reserve Account. The Deferred Purchase Price for any of the Receivables shall only become payable if no other Receivables have become or may become Defaulted Receivables or will be charged as Defaulted Receivables to the Reserve Account. The Reserves established pursuant to the Deferred Purchase Price mechanism shall cover all defaults of any and all Purchased Receivables and irrespective of which Client has sold such Receivables to FGI.

The Purchase Price of a Purchased Receivable will be denominated in the same currency as the Receivable, if that currency is an Approved Currency; or in any other case, such currency as FGI may agree. Payments in respect of the Purchase Price shall be made into the relevant Seller's Account, in accordance with the terms of this Agreement, in particular clause 9.9 (Purchase Price and accounting) below.

At any stage during the term of this Agreement, FGI will operate the Accounts for the Clients.

FGI shall at any time be entitled to settle its claims against the Clients for payment of any Discount, Fees, costs and expenses or any other payment claims due and payable to FGI under the Finance Documents by way of set-off against payment claims due to the Clients from FGI. The Reserve Accounts shall have the function of a rolling account (Kontokorrent) settling such mutual claims. Upon its being recorded to the Reserve Accounts, each individual claim shall be combined with the other claims accounted on the Reserve Accounts, and instead of the respective individual claims at any time there shall only be one payment claim in the amount of the balance of the Reserve Accounts which shall be either owed to FGI or to the Client.

Upon request from FGI, the Client shall promptly pay to FGI the negative balance (excluding any portions of a negative balances which may arise because of the

Reserve Accounts

FGI shall be entitled in its sole discretion, to apply the Required Reserve Amount to the Reserve Accounts from time to time if FGI deems it necessary to do so in order to protect FGI's legitimate interests.

If at any time, the balance standing to the credit of the Reserve Account is less than the Required Reserve Amount, the Client shall, on demand, make such payment into the Reserve Account as FGI requires in order to ensure that the credit balance on the Reserve Account is not less than the Required Reserve Amount.

FGI shall credit an amount equal to each remittance received by it for a Receivable of a Client to the Reserve Account (and debit an equal amount to the Funds In Use Account) no later than the Collection Date. Any resulting balance standing to the credit of the Reserve Account shall, to the extent that it comprises the unpaid balance of the Purchase Price, be paid to the relevant Client on a weekly basis, subject always to the terms of this Deed, provided that payment of such balance shall not cause the Facility Limit to be exceeded and taking into account that and subject to the Reserve Account also serving as a security for FGI to secure any claims FGI has against the Client in accordance with the Finance Documents and shall also serve as Reserve for Defaulted Receivables in respect of the Client Risk Amount. In the event of any remittance which was treated by FGI as being received being cancelled afterwards, FGI is entitled to cancel and undo the previous crediting and/or debiting of the relevant amounts.

The Client will not be entitled to request or receive any payment from FGI under clause 9.7 above:

if such payment is in excess of Availability;

to the extent that the relevant payment would result in the aggregate outstanding amount of all payments from FGI at any time exceeding the Facility Limit;

if the Client is Insolvent; or

at any time at which FGI is entitled to terminate this Agreement under clause 19.3 whether or not FGI actually exercises any such right.

FGI will make payments to the Client to a bank account (which must, unless FGI agrees otherwise in its absolute discretion, be an account in the Client's name and maintained with a German branch of any major bank or financial institution) by such method of transmission as FGI may approve from time to time.

It is the Clients' responsibility to ensure that the bank account to which such payment is to be transmitted under clause 9.7 above is suitable for the receipt of funds in the relevant currency. FGI will not be liable for any loss or damage suffered by the Client

FGI will record on the Reserve Account each amount paid to the Client under clause 9.1 on the Business Day on which FGI gives instructions to its bankers to transmit that payment to the Client's account under clause 9.9 above.

Currencies

Discount, Administration Fees, Misdirected Payment Fee, Non-Utilisation Fee and other fees specified in clause 10 (Fees) will be denominated, calculated and applied in US Dollars unless FGI otherwise agrees.

All other costs, charges and expenses will be denominated in the currency in which they arise unless otherwise expressly provided in this Deed or FGI otherwise agrees.

Where a sum is to be debited or credited to the Assigned Receivables Account, the Funds In Use Account or the Reserve Account, such sum shall be denominated in US Dollars, which will to the extent necessary for this purpose be computed by reference to the spot rate of exchange of FGI's Bankers on the date of such debit or credit, but at its discretion FGI may provisionally apply the rate ruling on the date it receives the Notification relating to that Receivable, making such subsequent adjustments as may be necessary.

the Closing Fee on the Commencement Date (or as otherwise agreed in writing with FGI); and

all other fees and expenses set out in this clause 10 (Fees) on the due date for payment and otherwise in accordance with the terms specified in this Deed.

on the average amount of Funds In Use over each monthly period;

by reference to the average Applicable Rate (to be calculated on the last day of the relevant calendar month) as published daily during that calendar month,

is the amount by which average Funds in Use during any calendar month are less than Net Funds Employed.

all reasonable costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the preparation, negotiation, execution and perfection of any of the Finance Documents; and

the amount of all costs and expenses (including legal fees), together with any applicable VAT, sustained or incurred by FGI in connection with the enforcement of or the preservation of any rights under any Finance Document.

From the Commencement Date, but subject to clause 11.1(b) below, FGI shall have the sole and exclusive right to collect and enforce payment of every Receivable other than Receivables repurchased by a Client.

FGI's rights pursuant to clause 11.1(a) above are subject always to the fact that, FGI hereby appoints each Client as the agent of FGI, until notice to the contrary pursuant to clause 11.1(e) and for the purpose of administering the accounts of Customers and procuring the collection of Receivables for the benefit of FGI.

Each Client hereby accepts such appointment and undertakes:

to act promptly and efficiently in carrying out the tasks in relation to which it is FGI’s agent;

at its expense, at its own responsibility and in its own name, to collect for the account of FGI all amounts due from the Customers in respect of purchased Receivables, including taking measures for the compulsory enforcement of amounts due;

not to hold itself out as an agent of FGI for any other purpose;

to adhere to the debt collection procedures of the Client in force at, and notified to and approved by FGI, on or before the Commencement Date and to obtain the prior written consent of FGI to any proposed variations to such procedures;

by such date in each calendar month as FGI may direct, to provide to FGI copies of such records, statements and accounts of Customers and such reconciliations to the Assigned Receivables Account of the relevant Client as FGI may reasonably require;

not to instruct any solicitor or attorney or other third party to commence any legal or other proceedings for the recovery of any relevant Receivable without the prior written consent of FGI; and

to instruct any such solicitor or attorney or third party to report promptly and fully to FGI as to the progress of any legal action for recovery of any relevant Receivable.

For this purpose, the Client is hereby authorised to sue the relevant Customers before any court (gewillkürte Prozeßstandschaft) in any jurisdiction in its own name, but for the account of FGI (at the expense of the Client), or if required under the relevant law, in the name of FGI and for the account of FGI (at the expense of the Client) and shall, upon request of FGI join FGI and co-operate with FGI in respect of any proceedings commenced by FGI against a Customer. FGI shall, to the extent it deems necessary, assist the Client in exercising any and all rights arising out of the relevant purchased Receivables.

Following the occurrence of a Termination Event that is continuing, FGI may by notice to the relevant Client withdraw the agency appointment made in clause 11.1(b) and 11.1 (d) above at any time and thereafter FGI may in its sole and absolute discretion, settle, compromise, or assign (in whole or in part), through legal action or otherwise, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any Receivable.

Each Client undertakes to use all reasonable endeavours to ensure that each Customer makes payment in accordance with the Notification Letter and, without affecting such obligation, at the Client's own expense, to despatch a letter in terms stipulated by FGI to any Customer ignoring such Notification Letter or any part thereof and to send to FGI a copy of each such letter.

If a Customer disputes any Receivable, the relevant Client will:

notify FGI promptly;

use all reasonable endeavours to settle the dispute, subject always to FGI's rights under this clause 11.1 (Collection of Receivables); and

promptly perform all its continuing obligations to the relevant Customer under the Supply Contract giving rise to that Receivable.

Each Client will assist FGI's collection efforts, if FGI so requests, by promptly providing all information required for that purpose and each Client agrees that for collection purposes FGI may institute and conduct legal proceedings under FGI's full control, provided that following the institution of such proceedings, FGI shall provide written notice of the same to the relevant Client. Each Client also agrees to co-operate in any such proceedings (including the giving of evidence) and agrees to be bound by anything done by FGI under this clause 11. Furthermore, each Client agrees, upon request of FGI, to initiate legal proceedings in their own name on behalf of FGI, and to act upon FGI's instruction in that respect.

Each Client shall ensure that it shall direct all its Customers to make all payments in respect of Receivables owing by them (other than Receivables that have been repurchased by a Client) to the Trust Account or, if FGI in its sole discretion agrees, to such other account as directed by FGI (and not to any other bank account unless otherwise expressly agreed in writing by FGI).

If and to the extent that a Customer makes any payment in respect of a Receivable (other than a Receivable that has been repurchased by a Client) other than to the Trust Account or as directed by FGI, as the case may be (whether by way of making such payment to another account, by way of sending any cheque or other payment instrument directly to the Client, or in any other manner), the relevant Client will notify FGI as soon as it becomes aware of the same and within two Business Days of becoming aware of the same:

transfer the full amount of such payment to the Trust Account or as directed by FGI, as applicable, and (pending such transfer) hold the full amount of such payment on trust for FGI;

not otherwise deal with or dispose of such payment; and

direct the relevant Customer to make all future payments in respect of Receivables (other than Receivables that have been repurchased by a Client) to the Trust Account or as directed by FGI, as applicable.

Each Client will immediately pass to FGI or to any bank account FGI directs, any payment a Customer makes to it directly in respect of a Receivable (other than a Receivable that has been repurchased by a Client). Each Client agrees:

if it is necessary for any cheque or other payment instrument to be endorsed to enable FGI to receive payment, to endorse the same prior to its delivery to FGI and not to mark or endorse any such cheque or other payment instrument other than in favour of FGI (or as FGI may direct);

to hold any such payment it receives for a Receivable on trust for FGI until FGI receives it; and

not to bank any such payment for its own account.

If a Customer makes a general payment either to FGI or to a Client without specifying which debts are covered by it then FGI shall apply it firstly against any Outstanding Receivables owed by that Customer in chronological order, secondly against the discharge of the Clients’ liability to FGI, if any, whether arising under this Deed or otherwise, and thirdly, any balance shall be paid as the relevant Client wishes.

The Client shall provide such instructions as are necessary for the performance of its obligations hereunder to the relevant bank with which the Trust Account is held in accordance with the provisions of this Agreement.

The Client shall pledge any Trust Accounts to FGI as first priority security for the Client’s payment obligations pursuant to this Agreement.

The Client shall comply with any instruction FGI may give to the Client respect of the Trust Accounts, in particular in respect to transferring any credits standing to the Trust Accounts to other accounts designated by FGI.

The Client hereby waives to the fullest extent possible any banking secrecy rights owed to it by any bank or other party in relation to the Trust Accounts and hereby irrevocably authorises FGI to represent the Client to the fullest extent possible in relation to the Trust Accounts (umfassende Kontovollmacht).

Each Client will hold upon trust for FGI and follow any instructions FGI has in respect of any VAT bad debt relief (or similar relief) obtained by the Client in respect of a Receivable which has been assigned or transferred (or purportedly assigned or transferred) to FGI or otherwise held in trust for FGI under this Receivables Finance Agreement

No Client shall accept returns or shall grant allowances, discounts, deductions or credits in excess of the Permitted Dilution Percentage to any Customer without the prior written consent of FGI.

For the avoidance of doubt, the amount of each credit note, return, allowance or discount notified to and approved by FGI under clause 11.3(a) above will be treated as a reduction to the Purchase Price of the Receivable to which it relates and will be accounted for in accordance with clause 14.1(a)(iii) (Provision of information) below.

FGI shall keep a permanent record on the Reserve Account showing all sums payable or paid to each Client, all payments received in relation to Receivables and all fees, expenses and other sums payable or paid by each Client under this Deed or otherwise. A copy of the Reserve Account shall be taken as undisputed evidence of the matters stated in it at the date of its preparation unless within thirty (30) Business Days from the publication of the same, the relevant Client notifies FGI in writing of any discrepancy.

Accounting

FGI shall credit an amount equal to each collection received by it for a Receivable of the Client to the Reserve Account (and debit an equal amount to the Assigned Receivables Account) no later than the Collection Date.

FGI shall keep a permanent record on the Reserve Account showing all sums payable or paid to the Client, all payments received in relation to Receivables and all Fees, costs, expenses and other sums payable or paid by the Client under this Agreement or otherwise. A copy of the Reserve Account shall be taken as undisputed evidence of the matters stated in it at the date of its preparation unless within thirty (30) days from the publication of the same, the Client notifies FGI in writing of any discrepancy.

FGI shall provide the Clients with online access via a secured website to information on the Assigned Receivables, the Reporting Statement and a reconciliation of the relationship relating to billing, collection and account maintenance such as aging, posting, error resolution, interest and fees payable hereunder, and mailing of statements in the ordinary course of FGI's business.

All of the information provided on the online services shall be in a format, and in such detail, as FGI, in its sole and absolute discretion, deems appropriate. In the event of any dispute, FGI's books and records shall be admissible in evidence, without objection, as prima facie evidence of the status of the Purchased Receivables, any Assigned Receivables and the Reserve Account.

Each statement, report, or accounting rendered or issued by FGI to a Client, if any, and all online information shall (except as to manifest error) be deemed conclusive evidence and binding for the purposes of this Deed and prima facie evidence in any Dispute.

FGI's failure to provide, or a Client's failure to receive, such online access shall not relieve any Client of any of its obligations under this Deed or the responsibility of that Client to request statements of account. If the relevant Client does not make such a request, it shall be deemed to have agreed the amounts set out in FGI's records.

Each Client agrees that it will:

keep such accounting records as FGI may reasonably require in relation to its Receivables, in such format as FGI may specify;

immediately following the purchase by FGI of any Receivable, make appropriate entries in its books of account, in accordance with generally accepted accounting principles where applicable, recording the sale of that Receivable and ensure that in all such books of account and other records of each Client relating to the relevant Receivable, there are conspicuous notations that the Receivable has been sold to FGI;

on the Tuesday of each calendar week (or, if such Tuesday is not a Business Day, on the next Business Day), provide to FGI for each Customer who is indebted on a Receivable that has been purchased, a weekly report in a form and substance satisfactory to FGI itemizing all credit notes, returns, allowances and discounts made during the previous week with respect to such Receivables, together with either wire payment or a cheque addressed to FGI for the amount of such credit notes, returns, allowances and discounts or a credit memorandum confirming that such amounts are to be debited to the Reserve Account;

immediately notify FGI in writing of reclaimed, repossessed or returned merchandise, Customers' claims and disputes, and any other matters affecting any Receivables or Related Rights; and

promptly upon request, deliver to FGI:

a current listing of all open and unpaid accounts payable and Receivables; and

any upon reasonable notice, such other information about the Receivables, business, operations and financial condition of the Group as FGI may reasonably require from time to time.

The Original Clients agree that they will deliver to FGI :

the Financial Statements of each Client and (on a consolidated basis) the Group for each Financial Year as soon as the same become available, but in any event within 180 days of the expiry of that Financial Year;

(or will procure that each Client delivers) the Management Accounts as soon as the same become available, but in any event within 30 days after the end of each calendar month to which such Management Accounts relate;

the projected balance sheets, anticipated capital expenditure statements of income and expense and statements of cash flow for each Client and the Group as at the

Authority to contact bank

authorises FGI to provide the Client’s bankers (including for this purpose any bank with which the Client has or has had an account), accountants and/or auditors with, and to obtain from the Client’s bankers, accountants and/or auditors such information about its business, assets, financial condition or the operation of this Deed as FGI or they may require;

authorises its bankers, accountants and auditors to provide FGI with such information as it may require;

authorises FGI to obtain from Customers their consent to the taking of references from their bankers, and

for that purposes waives its right under existing banking secrecy rules (Bankgeheimnis) to the fullest extent possible.

each Credit Party is a stock corporation or limited liability company or the equivalent in any relevant jurisdiction duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the power to own its property and assets and carry on its business as it is now being and will be conducted;

each Credit Party has the full power to enter into and perform its obligations under the Finance Documents to which it is a party and has taken all necessary action (corporate or otherwise) to authorise the unconditional execution, delivery and performance of its obligations under each such document in accordance with their respective terms;

the Finance Documents constitutevalid, binding and enforceable contractual obligations of the persons party thereto (other than FGI);

the entry into and performance by a Credit Party of the Finance Documents to which it is a party and the transactions contemplated hereby and thereby do not and will not conflict with (i) any law or regulation or any official or judicial order applicable to it, or (ii) its memorandum or articles of association; or (iii) any agreement or document to which it is a party or which is binding upon it or its Collateral in a manner that could reasonably be expected to have a Material Adverse Effect;

prior to the entry into of this Deed, it has disclosed to FGI every fact or matter which it knows, having made due enquiry, would influence FGI in any decision whether or not to enter into a Finance Document, accept any person as a guarantor or indemnifier for its obligations to FGI, as to the terms of a Finance Document or as to the making of any purchases of Receivables;

the Financial Records and other financial and business information and documentation furnished by it to FGI pursuant to this Deed are and were (or shall be) when delivered, true and accurate in all material respects (in the case of factual information), and not misleading, based upon reasonable grounds, and honestly believed (in the case of opinions, forecasts and projections), and in all cases do not contain any material misstatement or omit any material fact;

save as disclosed to FGI in writing, no litigation, arbitration or administrative proceeding or claim exists (or is current or pending or, to the best of its knowledge threatened against any Client) which if adversely determined could reasonably be expected to have a Material Adverse Effect;

save as disclosed to and agreed by FGI in writing none of the assets of a Client are subject to any Security Interest save in favour of FGI or Permitted Security and no agreement is in place which could oblige it to create any Security Interest over its Collateral;

no Client is in breach or default under any contract affecting its assets or any agreement or arrangement or any statutory or legal requirement;

the financial information delivered in accordance with clause 14.1 (Provision of information) was prepared in accordance with the Accounting Principles as were used to prepare the financial information delivered on or about the date of this Deed and give a true and fair view of each relevant Credit Party’s financial condition at the date as of which they were prepared and the results of its business and operations during the month, Financial Year or, as the case may be, quarter then ended and disclose or reserve against all material liabilities (contingent or otherwise) as at that date and all unrealised or anticipated losses from any commitment entered into by it and which existed on that date; and

each Client has filed all tax returns and other reports required to be filed and has paid all Tax, rates and rent imposed on it or upon any of its Collateral that are due and payable (other than any Tax that is being contested in good faith and for which appropriate reserves are being held), and in particular, but without limitation to the foregoing, has and will pay or pass on to the relevant fiscal administration at its own expense any applicable VAT for or in respect of purchased Receivables or the

the payment obligations of each Client under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

the Receivable is an existing, legal, valid, binding, undisputed and enforceable payment obligation, in the amount Notified, of the relevant Customer which is capable of being assigned by the relevant Client to FGI pursuant to this Deed and the Receivables do not arise under current account relationships (keine Forderungen aus Kontokorrentverhältnissen);

immediately prior to the assignment of the Receivable to FGI under this Deed, the relevant Client was the legal and beneficial owner of the Receivable,

FGI shall obtain a valid, binding and enforceable title to the full amount owing to the Client on the Receivable and all Related Rights included in the sale of the Receivable;

the Receivable is capable of being segregated and identified as having been sold to FGI pursuant to this Agreement, and such sale will not be re-characterized as any other type of transaction and will be effective to pass to FGI full and unencumbered title thereto and the benefit thereof to FGI and no further act, condition or thing will be required to be done in connection therewith to enable FGI to require payment of any such Receivable or the enforcement (Einklagbarkeit) of any such right in any competent court;

the Receivable has not previously been Notified to FGI;

the Receivable has not been sold, assigned, mortgaged, charged or otherwise disposed of or encumbered to any person other than FGI, nor has any agreement been made to do so;

the Receivable is not an interest-bearing Receivable, nor is it subject to any withholding Tax;

the Supply Contract giving rise to the Receivable:

is to the best of the knowledge and belief of the relevant Client valid, binding and enforceable against the Customer;

has been made in the ordinary course of the relevant Client's business;

contains no restriction or prohibition of assignment of the Receivable or any Related Rights to or by FGI;

provides for payment in an Approved Currency; and

does not conflict with or breach any law applicable to the relevant Client, or the best of the knowledge and belief of the relevant Client, the Customer or the Receivable,

at the Purchase Date the Customer is not in default of any sums due to the relevant Client and that Client has at the Purchase Date no reason to believe that the Customer will be unable to, or will not for any reason, pay the Receivable in full when it falls due;

to that Client's knowledge at the Purchase Date, the Customer will pay the full amount of each Receivable within the Permitted Credit Period;

it has taken all reasonable steps to ascertain the creditworthiness of the Customer prior to the delivery of goods or the rendering of services under the Supply Contract;

to that Client’s knowledge, the Receivable is neither owed by a Customer which is a Sanctioned Entity nor originates from a Sanctioned Territory.

no supplier to the Client will retain title to any goods which are the subject matter of the Receivable and there are no arrangements on extended retention of title (keine Eigentumsvorbehalte und keine verlängerten Eigentumsvorbehalte);

the disclosure of information relating to a Customer made in connection with this Agreement or the assignment of each relevant Receivable or Related Security as contemplated by, and for the purposes envisaged by, this Agreement is not contrary to the applicable data protection laws or any Supply Contracts, and any notifications to be made or approvals to be obtained under such laws have been made or obtained; and

the Client's company registration number, VAT number and payment terms, together with the correct name and address of the Customer, appear on every Invoice, credit note and on all other relevant documentation (including emails) sent by the Client to the Customer and/or FGI.

incur any Financial Indebtedness other than as permitted by FGI or to Wells Fargo Bank N.A.; or

create or permit to subsist any Security Interest or Quasi-Security over any of its Receivables or assets, other than the Permitted Security; or

be a creditor in respect of any financial indebtedness or otherwise make credit (other than normal trade credit permitted pursuant to the terms of a Supply Contract) available to any person; or

sell, transfer, lease, lend or otherwise dispose of (whether by a single transaction or a number of transactions and whether related or not) the whole or any part of its interest in any of its assets or business except for the sale at prevailing value of stock in trade in the usual course of trading as conducted by it at the date of this Deed; or

trade under any business name or assumed name, other than those notified by writing in advance to FGI; or

declare, pay, or make any dividend or other distribution upon or in respect of any shares or other securities of the Client other than as permitted by this Deed; or

charge, sell, discount, factor, dispose of or otherwise deal with its Receivables (other than with FGI) without the prior written consent of FGI; or

acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.

FGI may at any time in its sole discretion require that a Client effect and maintain (or procure that there is effected and maintained on behalf of that Client) credit insurance in respect of all or any of the Receivables. Such credit insurance shall be at the expense of the relevant Client and will have FGI as joint insured and sole first loss payee.

Any credit insurance effected or maintained in accordance with clause 17.7(a) shall be on such terms and contain such clauses as FGI may reasonably require.

Payments received in respect of any credit insurance maintained by or on behalf of any Client shall be applied to the relevant Client’s Reserve Account.

ensure that all pension schemes operated by or maintained for its benefit and/or any of its employees are fully funded based on the statutory funding objective and that no action or omission is taken by it in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or the relevant member of the Group ceasing to employ any member of such a pension scheme).

deliver to FGI at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the relevant member of the Group), actuarial reports in relation to all pension schemes mentioned in clause 17.8(a) above.

promptly notify FGI of any material change in the rate of contributions to any pension schemes mentioned in clause 17.8(a) above or pension protection schemes paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise) or any investigation or proposed investigation by any authority, entity or person operating or supervising the pension scheme or any relevant pension protection schemes (including Pensionssicherungsvereine) which may lead to the issue of a notice requiring any additional protection funds, contribution funds or similar funds.

immediately notify FGI if it receives a notice requiring any payments pursuant to the foregoing lit. (c).

Sanctioned Entity and Sanctioned Territory

any Client is in breach of any of the provisions of clause 11.2 (Payments);

any Credit Party does not pay any sum due from it under any Finance Document, in the currency, at the time, and in the manner specified in the relevant Finance Document, other than where such failure to pay is caused by an administrative or technical error and payment is made within two (2) Business Days of its due date or the date upon which FGI has notified the relevant Credit Party of such breach (whichever is the earlier);

any representation, warranty, covenant or undertaking made or deemed to be repeated by a Credit Party in any Finance Document or in any document delivered pursuant to any such document, other than any representation contained in clause 16 (Receivable specific warranties), is not complied with in any respect which FGI considers material or is or proves to have been incorrect or misleading when made or deemed to be repeated;

any Client fails duly to perform or comply with any obligation expressed to be assumed by it in clauses14.1 (Provision of information) or 17.1(b), (d), or (g) (Restrictions);

any Credit Party fails duly to perform or comply with any other obligation expressed to be assumed by it in any of the Finance Documents (not otherwise expressly specified in this clause 19.1 (Events of Default)) and such failure (if capable of remedy) is not remedied within five (5) Business Days of the relevant Credit Party becoming aware of such breach or if any such Finance Document shall terminate (other than in accordance with its terms or with the written consent of FGI) or become void or unenforceable;

any Financial Indebtedness in excess of £10,000 (or any equivalent in EUR) is not paid when due or is declared to be or otherwise becomes due and payable prior to their specified maturity or any creditor of a Client becomes entitled to declare any such Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (howsoever described);

any Credit Party becomes Insolvent or subject to Insolvency Proceedings or anything analogous to or having a substantially similar effect shall occur under the laws of any relevant jurisdiction;

any Security Interest or Quasi-Security on or over the assets of any Client becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that Security Interest or Quasi-Security;

all or any material part of the shares or Collateral of any Client or any Security Obligor is seized, compulsorily acquired, nationalised or otherwise other expropriated or custody or control of the same being vested in it by any public authority or any court of competent jurisdiction at the instance of any public authority;

any guarantee of any amounts due and payable under any of the Finance Documents shall be terminated, revoked or declared void or invalid;

one or more final judgments for the payment of money aggregating in excess of £10,000 (or any equivalent in EUR) (whether or not covered by insurance) shall be rendered against a Client and that Client fails to discharge the same within 5 Business Days from the date of entry thereof or to appeal therefrom;

any loss, theft, damage or destruction of any item or items of the Collateral occurs or any attachment, seizure, distress, lien or other claim is made or asserted against any item or items of the Collateral which in the opinion of FGI (A) materially and adversely affects or is reasonably likely to affect the operation of the business of or the ownership or other rights of any Client in the Collateral or any Client’s use of the Collateral or (B) is material in amount and/or value and is not adequately covered by insurance;

any Client ceases carrying on the business or the nature of the business carried on as at the date of this Deed;

it is or will become unlawful for any Client or any other Security Obligor to perform or comply with any of its obligations under any Finance Document or any such obligation is not or ceases to be legal, valid and binding;

any Credit Party repudiates or does or causes to be done anything evidencing an intention to repudiate any Finance Document to which it is a party;

the Finance Documents do not come into, or cease to be in, full force and effect or are not for any reason valid and binding upon and enforceable in all respects against any Credit Party;

there occurs a Material Adverse Effect;

there occurs a Change of Control without the prior approval of FGI; or

the relevant authority or entity issues any notice referred to in Clause 17.8(d) above to a Client which is reasonably expected to have a Material Adverse Effect; or

any person (other than FGI) who holds a Security Interest over any Collateral, having waived or released its rights to any Receivable, withdraws or attempts to withdraw such waiver of release or otherwise asserts any interest adverse to FGI in any of Receivables vested in FGI.

Each Client hereby irrevocably authorises (bevollmächtigt) FGI (and waives to the fullest extent possible the restrictions contained in Section 181 of the German Civil Code with the power to subdelegate such authority and exemption from Section 181), by way of security, to be its attorney and act in its name for the purpose of executing such deeds or documents and completing and endorsing such instruments and instituting or defending such proceedings and performing such other acts as FGI may consider requisite in order to perfect FGI's title to any Receivable or Related Rights and to secure performance of any of the obligations of the Client under the Receivables Purchase Facility or under any Supply Contract or obtain payment of any Receivable.

Each Client agrees that each of FGI's directors, officers or duly authorised personnel from time to time may exercise the powers given to FGI in this clause 20.1 (Appointment).

indemnify FGI on demand for the amount of any VAT that may be payable upon any fees or expenses payable under this Deed; and

comply with any directions given to it by FGI in relation to obtaining on FGI's behalf any relief or refund of VAT included in any Receivable purchased by FGI under this Deed, to the extent that such relief or refund is available in the event of the Insolvency of the relevant Customer.

Upon request the Clients shall supply to FGI a confirmation from the auditors of the Clients or, upon request of FGI, another auditors' firm acceptable to FGI, which states that any applicable or payable VAT in respect of purchased Receivables or underlying sales transactions has been duly paid by the Clients to the competent tax authorities.

The Clients shall bear and pay any Taxes (including, without limitation, VAT), duties, levies, costs and fees arising in Germany, the United Kingdom and any other country in connection with the entry into and performance of or under this Agreement, the purchase of Receivables hereunder, by or on behalf of FGI, including any additional Taxes arising in respect thereof (excluding possible corporate income tax of FGI on its net income arising according to US law).

The Clients, upon FGI's demand, shall indemnify FGI immediately, on an after-Tax basis, for all damages, losses, claims by third parties and/or expenses arising from the non-payment or delayed payment by the Clients of any amount and make corresponding payments upon demand of FGI, unless they are penalities, default interest or extra charges arising due to the fraud, wilful misconduct or gross negligence of FGI or one of its agents. FGI shall provide to the Clients, upon making a request for indemnification, reasonable evidence of the aforementioned damages, losses, claims by third parties and/or expenses.

All payments from the Clients to FGI under this Agreement shall be made free and clear of any Tax deduction. To the extent that any VAT applies, such VAT shall be paid by the Clients.

Each Client hereby agrees to indemnify FGI on demand on a full indemnity basis (whether or not FGI has made a payment of a Purchase Price) against Loss sustained, suffered or incurred by FGI in relation to any breach of any representation, warranty, covenant or undertaking made or given to FGI in this Deed.

FGI shall be entitled to debit to the Reserve Account: all bank charges and costs and expenses incurred by FGI in relation to any account to which it directs that any payments by Customers shall be credited.

Except as otherwise expressly provided in this Deed, US Dollars is the currency of account and payment for any sum due from each Credit Party to FGI in respect of the Receivables Purchase Facility.

Except as otherwise expressly provided in this Deed, all monies received or held by FGI under this Deed may be converted from their existing currency into such other currency as FGI considers necessary or desirable at the spot rate of exchange of FGI's bankers for that currency as at the date of such conversion. FGI shall have no liability to a Credit Party in respect of any Loss resulting from any fluctuation in exchange rates after any such conversion.

No payment to FGI (whether under any judgment or court order or in the liquidation, administration or dissolution of a Credit Party or otherwise) shall discharge the obligation or liability of the Credit Party in respect of which it was made, unless and until FGI shall have received payment in full in the currency in which the obligation or liability was incurred or (if different) is expressed to be payable and, to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such obligation or liability expressed in that currency, FGI shall have a further separate cause of action against the relevant Credit Party.

Unless otherwise agreed by FGI, where a Receivable is denominated and payable in otherwise than in US Dollars, all costs, charges and expenses relating to the collection of that Receivable and/or conversion of amounts collected into US Dollars (or into such other currency as FGI determines from time to time) will be deducted in calculating the Purchase Price of that Receivable, which will be computed by reference to the spot rate of exchange of FGI's Bankers on the date of such collection or conversion, but at its discretion FGI may provisionally apply the rate ruling on the date it receives the Notification relating to that Receivable, making such subsequent adjustments as may be necessary.

If a change in any currency of a country occurs, this Deed will, to the extent FGI (acting reasonably and after consultation with the Original Clients) specifies to be necessary, be amended to reflect the change in currency.

Except as otherwise expressly provided for in this Deed, no variation of this Deed shall be valid unless it is in writing and signed on behalf of each Client, by a director or the company secretary and in the case of FGI, by an authorised signatory, and for the avoidance of doubt may not be effected by electronic communication.

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of FGI, any right or remedy under the Finance Documents, shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

Without prejudice to Clause 25.6 any provision of a Finance Document may be amended only if FGI so agree in writing and any breach of a Finance Document may be waived before or after it occurs only if FGI so agrees in writing. A waiver given or consent granted by FGI under a Finance Document will be effective only if given in writing and then only in the instance and for the purpose for which it is given.

FGI shall be entitled to rely upon any act done or document signed or any electronic mail or facsimile or oral communication sent by any person purporting to act, sign, send or make on behalf of any Credit Party despite any defect in or absence of authority vested in such person.

In addition to any right of set-off or other similar right to which FGI may be entitled in law:

FGI may at any time and after notice to the Clients combine and consolidate all or any of the Accounts between the Clients and FGI; and

FGI may after notice to the Clients (but shall not be obliged to) set off any obligation (contingent or otherwise under the Finance Documents or which has been assigned to FGI) against any obligation (whether or not matured) owed by FGI to any Client, regardless of the place of payment, booking branch or currency of either obligation.

If the obligations are in different currencies, FGI may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

If either obligation is unliquidated or unascertained, FGI may set off in an amount estimated by it in good faith to be the amount of that obligation.

FGI agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 28.2 below, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

FGI may disclose:

to any of its Associates and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives such Confidential Information as FGI shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

to any person:

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents, to any of that person's Associates, representatives and professional advisers;

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Credit Parties and to any of that person's Associates, representatives and professional advisers;

appointed by FGI or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or

with the consent of either of the Original Clients,

in relation to paragraphs (b)(i), (b)(ii) and b(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

in relation to paragraphs (b)(v) and (b)(vi) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of FGI, it is not practicable so to do in the circumstances.

Subject to clause 29.3(b) below, any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

if by way of fax or electronic means, when received in legible form; or

if by way of letter, when it has been left at the relevant address or five Business Days following the day on which it was despatched by first class mail postage prepaid,

Any communication or document to be made or delivered to FGI will be effective only when actually received by FGI and then only if it is expressly marked for the attention of the department or officer identified with the execution of FGI below (or any substitute department or officer as FGI shall specify for this purpose).

None of the Clients or the other Security Obligors shall be entitled to assign, novate, charge or declare a trust over any of its rights or delegate any of its obligations under any of the Finance Documents without the prior written consent of FGI.

FGI may assign or transfer all or any part of its rights under the Finance Documents. Each Client shall, immediately upon being requested to do so by FGI, enter into (and shall procure that each other Security Obligor enters into) such documents as may be necessary or desirable to effect such assignment or transfer.

FGI may at its sole discretion and at the expense of the Clients, appoint an agent in respect of any aspect of this Deed and any other Finance Document.

FGI approves the addition of that Subsidiary as an Additional Client;

the relevant Client and the proposed Additional Client deliver to FGI a duly completed and executed Accession Deed;

the proposed Additional Client is already (or becomes) a Security Obligor at the time it becomes a Client;

the relevant Client confirms that no Termination Event is continuing or would occur as a result of that Subsidiary becoming an Additional Client; and

FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent)I in relation to that Additional Client, each in form and substance satisfactory to FGI.

Without prejudice to its obligation under clause 32.2(b) below, a Client may request that any of its wholly owned Subsidiaries become a Security Obligor.

The relevant Client shall procure that any other member of the Group which is not or ceases to be a Dormant Subsidiary shall, as soon as possible after its acquisition or incorporation or, as the case may be, ceasing to be a Dormant Subsidiary, become a Security Obligor and grant such Security Interests as FGI may require.

A member of the Group shall become a Security Obligor if:

a Client and the proposed Additional Security Obligor deliver to FGI a duly completed and executed Accession Deed; and

FGI has received all of the documents and other evidence listed in part B of Schedule 1(Conditions precedent) in relation to that Additional Security Obligor, each in form and substance satisfactory to FGI.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Receivables Purchase Agreement (including a dispute regarding the existence, validity or termination of this Receivables Purchase Agreement or any non-contractual obligation arising out of or in connection with this Receivables Purchase Agreement) (a "Dispute").

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This clause 34 is for the benefit of FGI only. As a result, FGI shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, FGI may take concurrent proceedings in any number of jurisdictions.

Copies of the constitutional documents and certificate of incorporation of the Original Clients and each other Security Obligor as at the Commencement Date.

Up to date (not older than 14 days) electronic extract from the commercial register (Handelsregisterauszug) relating to each Client.

Specimen signatures of the persons authorised to execute Finance Documents and all documents ancillary thereto, including Notifications.

A copy of a resolution signed and adopted by (in case of being incorporated as a GmbH) all the holders of the issued shares or (in case of being incorporated as an AG) by the supervisory board (Aufsichtsrat) and the managing directors (Vorstand) of the Original Clients and each other Initial Security Obligor, approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party and granting all required exemptions from Section 181 of the German Civil Code.

A certificate of the Original Clients (for itself and on behalf of each other Initial Security Obligor signed by a director (Vorstand/Geschäftsführer)) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

A certificate of an authorised signatory of the Original Clients (for itself and on behalf of each other Initial Security Obligor signed by a director (Vorstand/Geschäftsführer)), certifying that each copy document listed in this part A of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Commencement Date.

Original of this Receivables Purchase Agreement and any Facility Conditions that are to take effect on the Commencement Date, in each case executed by all parties to it.

Original deed of priority (USA/Netherlands) between FGI, Wells Fargo Bank, N.A., Ciber Inc, Ciber Consulting Incorporated, Ciber International LLC, Ciber International B.V. and Ciber Netherlands B.V executed by all parties to it (other than FGI).

Original of Global Security Assignment Agreement entered into by the Clients and FGI pursuant to which the Clients assign as security to FGI all of their receivables (other than the Receivables sold hereunder and other than the Receivables repurchased by the Clients from FGI hereunder) (the “Global Security Assignment Agreement”).

Within 30 days after execution of the UK Receivables Purchase Agreement: Original Share Pledge Agreement entered into between FGI and CIBER Holding GmbH relating to the Shares of CIBER Holding GmbH in CIBER AG (the “Share Pledge Agreement AG”).

Within 90 days after execution of the UK Receivables Purchase Agreement: Original Share Pledge Agreement entered into between FGI and CIBER AG relating to the Shares in CIBER Managed Services GmbH (the “Share Pledge Agreement GmbH”).

Cross guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by each Client and FGI (the “Cross Corporate Guarantee Agreement”).

Original Account Pledge Agreement entered into between the Clients and FGI pursuant to which the Clients create first ranking account pledges in favour of FGI over the Trust Accounts (the “Account Pledge Agreement”).

Guarantee of the obligations under this Agreement and each Covered Affiliate Agreement executed by Ciber, Inc.

All Documents to be provided pursuant to the other Covered Affiliate Agreements.

A copy of the release agreement relating to all encumbrances, other than for Permitted Security, which affect any of the undertaking and/or assets of the Original Clients.

Deed of release of those Security Interests held by Wells Fargo Bank, N.A. over the Receivables and Trust Accounts.

Up to date Management Accounts of the Original Clients to 31 August 2016.

Latest projections for the 12 months ending 31 December 2016 reflecting the effect and operation of the Receivables Purchase Facility.

Audited annual accounts for the Original Clients for the year ending 31 December 2015.

An up-to-date audit of the Original Clients’ Receivables.

Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.

Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.

A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Original Clients and that Customer.

Satisfactory completion of all FGI’s "know your customer" checks.

A legal opinion of the legal advisers to the Original Clients in respect of the capacity of and due execution of the Finance Document on behalf of the Original Clients.

A copy of the letter of support from Ciber International B. V. to the Original Clients.

Clear winding-up and administration searches of the Original Clients.

Funding Checklist.

Schedule of Receivables.

Purchases & Advances Certificate.

Payment instructions

Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Original Clients prior to the Commencement Date.

Certified copies of the constitutional documents and certificate of incorporation of the Additional Obligor.

Up to date (not older than 14 days) extract from the commercial register (Handelsregisterauszug) relating to Additional Obligor.

Specimen signatures of the persons authorised to execute the Accession Deed and other Finance Documents to which it is a party and all documents ancillary thereto, including Notifications.

A copy of a resolution signed and adopted by (in case of being incorporated as a GmbH) all the holders of the issued shares or (in case of being incorporated as an AG) by the supervisory board (Aufsichtsrat) and the managing directors (Vorstand) of the Original Clients and each other Initial Security Obligor, approving the terms of, and the transactions contemplated by the Finance Documents to which it is a party and granting all required exemptions from Section 181 of the German Civil Code.

If applicable, a copy of a resolution of the holders of the issued shares of the Additional Obligor, amending its articles of association to remove the right of its directors to refuse to register a transfer of shares.

A certificate of the Additional Obligor (signed by a director (Vorstand/Geschäftsführer)) confirming that borrowing or guaranteeing or securing, as appropriate, the total amount of the Facilities would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded.

A certificate of an authorised signatory of the Additional Obligor (signed by a director (Vorstand/Geschäftsführer)) certifying that each copy document listed in this part B of Schedule 1 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.

A duly completed Accession Deed executed by a Client, the Additional Obligor and FGI.

In the case of an Additional Obligor incorporated in Germany, security documents substantially with the same substance and form to those in Part A, Section 2.3 to 2.7 of this Schedule 1.

Any other Security Document(s) which are required by FGI to be executed by the proposed Additional Obligor.

Any notices or documents required to be given or executed under the terms of the Security Documents referred to in paragraphs 2.2 and 2.3 above.

A release of all encumbrances, other than for Permitted Security, that are listed on the mortgage registers of or otherwise affect any of the undertaking and/or assets of the Additional Obligor.

Up to date Management Accounts to the month prior to the proposed accession of the Additional Obligor

Latest projections for the 12 months ending 12 months following the proposed accession of the Additional Obligor reflecting the effect and operation of the Receivables Purchase Facility.

Audited annual accounts for the year ending immediately prior to the proposed accession of the Additional Obligor.

An up-to-date audit of the Additional Client’s Receivables.

Electronic aged Receivables analysis and aged creditor analysis correct as at the Commencement Date.

Due diligence in relation to any Supply Contract specified by FGI, to be conducted by FGI.

A waiver from each Customer specified by FGI, waiving any ban on assignment or similar in any Supply Contract between the Additional Client and that Customer.

Satisfactory completion of all FGI’s "know your customer" checks.

If the Additional Obligor is incorporated in a jurisdiction other than Germany or England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to FGI in the jurisdiction of its incorporation or, as the case may be, the jurisdiction of the governing law of that Finance Document (the "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction.

If the proposed Additional Obligor is incorporated in a jurisdiction other than Germany or England and Wales, evidence that a process service agent has been appointed and has accepted its appointment to act on behalf of the proposed Additional Obligor for the service of process in Germany or England and Wales in relation to proceedings in the English courts.

Clear winding-up and administration searches (or, if the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, analogous searches or enquiries) in respect of the Additional Client.

Any other document, assurance or opinion that FGI may reasonably require, and which it has specified to the Additional Client prior to the Commencement Date.

If a Credit Party contacts FGI electronically, FGI may collect the Credit Party’s electronic identifier (e.g. Internet Protocol (IP) address or telephone number).

A Credit Party's information includes information about the Finance Documents and FGI may use the Credit Party’s information to assess financial and insurance risks, recover debt, prevent and detect crime, understand requirements of Customers; and develop and test products and services.

FGI will not disclose information about the Credit Party to anyone outside FGI except where FGI has the Credit Party’s permission, where FGI is required or permitted by law, to other companies who provide a service to FGI or to the Credit Party or where FGI may transfer rights and obligations under the Finance Documents.

FGI may transfer information about the Credit Party to other countries but if it does so it shall ensure that anyone to whom FGI passes the information provides an adequate level of protection.

From time to time FGI may change the way FGI uses information about the Credit Party. Where FGI believes the Credit Party may not reasonably expect such a change, FGI shall write to the Credit Party. If the Credit Party does not object to the change within 60 days, the Credit Party consents to that change.

For a copy of the information held by FGI about the Credit Party, the Credit Party may write to the data controller at FGI.

FGI may make periodic searches of and provide information to credit reference agencies to manage and take decisions about the Credit Party’s Facility.

FGI may wish to keep the Credit Party informed by letter, phone and electronic means (including email and mobile messaging) about products, services and additional benefits that FGI believe may be of interest to the Credit Party. If the Credit Party does not want FGI to do so the Credit Party should notify FGI.