CREDIT FACILITY AGREEMENT of 18 May 2011 IN THE AMOUNT OF EUR 124,500,000 between FIRST SOLAR MANUFACTURING GMBH as Borrower and COMMERZBANK AKTIENGESELLSCHAFT acting as Arranger COMMERZBANK AKTIENGESELLSCHAFT, LUXEMBOURG BRANCH acting as Facility Agent COMMERZBANK AKTIENGESELLSCHAFT, LUXEMBOURG BRANCH acting as Security Agent and additional Finance Parties

FIRST SOLAR MANUFACTURING GMBH, a German limited liability company with its principal place of business in Frankfurt/Oder and recorded in the Commercial Register of the Municipal Court of Frankfurt/Oder under registration number HRB 11116, as borrower (hereinafter referred to as the “Borrower”);

COMMERZBANK AKTIENGESELLSCHAFT, acting as arranger (in this capacity, hereinafter referred to as the “arrangeur”);

the FINANCIAL INSTITUTIONS listed in Part II (The Original Lenders) of Schedule 1 (The Original Parties), as lenders (hereinafter individually referred to as an “Original Lender”);

COMMERZBANK AKTIENGESELLSCHAFT, LUXEMBOURG BRANCH, acting as facility agent (in this capacity, hereinafter referred to as the “Facility Agent”); and

COMMERZBANK AKTIENGESELLSCHAFT, LUXEMBOURG BRANCH, acting as security agent (in this capacity, hereinafter referred to as the “Security Agent”).

a financial institution that has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings or Fitch Ratings Ltd, or A-3 or higher by Moody’s Investor Services Limited; or

any other financial institution that was approved by the Facility Agent (acting at the instruction of the Majority Lenders).

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

any event that leads to a technical or systematic disruption of the treasury or payments operations of a Party and prevents that or another Party from:

performing its payment obligations under the Finance Documents; or

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

pollution or protection of the environment;

workplace conditions; or

the generation, handling, storage, use, release or spillage of substances that, alone or in combination with other substances, are capable of causing harm to the environment including, without limitation, waste.

the applicable Screen Rate; or

if no Screen Rate is available for the respective Interest Period of a Loan or the overdue amount, then the arithmetic mean of such interest rates (rounded upward to four decimal places) that are quoted by the Reference Banks to leading banks in the European interbank market and that are supplied to the Facility Agent at its request,

any letter between the Borrower and an Administrative Party relating to the fees set forth in subsections 11.2 (Arrangement fee), 11.3 (Administrative fee for the Facility Agent) and 11.4 (Administrative fee for the Security Agent); and

the Mandate Letter between the Borrower and Commerzbank Aktiengesellschaft dated 8 October 2010, as amended.

this Agreement;

any Security Document;

any Fee Letter;

any Compliance Certificate;

any Utilization Request;

any Selection Notice;

the Deficiency Guaranty and the Federal/State Guarantor Decision; and

any other document designated as a Finance Document by mutual agreement of the Facility Agent and the Borrower.

loans and borrowings;

bonds, debentures, commercial paper or comparable financial instruments;

acceptance of drawn bills of exchange and the issuance of own bills of exchange;

lease agreements insofar as the leased asset is required to be recorded as a financial lease under the applicable Generally Accepted Accounting Principles;

the sale of receivables (except for sales of receivables without recourse, including so-called “echtem Factoring“ [“genuine” / non-recourse factoring”]) as well as Recourse Factoring;

derivative transactions insofar as they hedge against fluctuations of markets, interest rates, prices or yields or produce proceeds (where the value of the derivative transaction is calculated on a marked-to-market basis);

any other transaction that has the economic effect of a loan (including credit extended to suppliers under terms of payment greater than 360 days), whereas indebtedness under vendor financing with terms of payment less than 360 days shall not constitute financial indebtedness within the meaning of this Agreement; and

any guaranty, bond, surety or indemnity, or any compensation or expense reimbursement claims for the benefit of any person with respect to the indebtedness described in the preceding paragraphs a) to g).

all of the Group Companies and, except in the case of the Guarantor, their shareholders;

the registered offices of the Group Companies set forth therein;

the respective equity interests and, if different, voting rights (in each case in percent) within the Group; and

all inter-company agreements concluded among Group Companies.

such Facility Agent has not made a payment when due, though obligated to do so pursuant to the Finance Documents (or has advised a Party that it does not intend to make such a payment), unless

the delay in payment is due to technical or administrative causes or a Disruption and the payment is made within three (3) Business Days after falling due; or

such Facility Agent disputes in good faith that it is contractually obligated to make the respective payment;

such Facility Agent otherwise formally seeks to void a Finance Document or disavows or withdraws from such document;

(if such Facility Agent is also simultaneously a Lender) such Facility Agent is a “Lender in Default” within the meaning of paragraph (a) or (b) of such definition; or

such Facility Agent is in Insolvency.

any decrease in the yield of a Facility or of the rate of return of a Finance Party;

all additional or increased costs; and

any decrease of the amount due and payable under a Finance Document,

all rights to domestic, European or other international current and future industrial property rights to which the Borrower is entitled. Industrial Property Rights shall include, in particular, the following: patents, supplementary protection certificates, utility models, industrial designs (including registered and unregistered community designs), topographies, plant variety protections, trademarks, company marks (to the extent separately transferable), titles of works, domain names, copyrights and related ancillary copyrights, database rights, know-how (insofar as such know-how can be the subject of separate rights) and all other intangible rights of the Borrower protected by German, European or any applicable state laws, including the registration of such rights; and

all rights of use and licenses to Industrial Property Rights to which the Borrower is entitled.

a Finance Party institutes or has instituted against it an insolvency proceeding or similar proceeding with respect to its assets or has applied for its dissolution or liquidation, or any such action has been taken by a government body, regulatory authority or similar institution in a jurisdiction in which such Finance Party was established or has its principal place of business or which has general jurisdiction over the Finance Party in matters relating to insolvency, supervisory issues or regulatory offenses;

a Finance Party is over-indebted or insolvent or makes a written admission of insolvency;

a Finance Party takes action seeking a moratorium, restructuring, a general composition or comparable accords with, or for the benefit of, its creditors;

an insolvency proceeding or similar proceeding has been instituted with respect to the assets of a Finance Party, or a petition seeking the dissolution or liquidation of such Finance Party has been filed;

an order has been issued relating to the liquidation, winding-up or receivership of a Finance Party;

an administrator, preliminary liquidator, conservator, receiver, trustee, custodian or other similar official has been appointed for all or substantially all of the assets of a Finance Party;

an event occurs that under the applicable laws has an effect on the Finance Party that is analogous to any of the events described in paragraphs a) to g); or

a Finance Party takes any action in furtherance of, or indicating its consent to, or acquiescence in, any of the aforementioned events.

any Original Lender; and

any person that, after the execution of this Agreement in accordance with section 28 (Changes to the Parties) becomes a Lender,

that has failed to make available its share of a Loan by the respective Utilization Date in accordance with subsection 5.4 b) (Loan disbursement) or has advised the Facility Agent that it will not make available its share of the Loan by the Utilization Date, unless

the payment default is due to technical or administrative causes or a Disruption and the payment is made within three (3) Business Days after falling due; or

such Lender disputes in good faith that it is contractually obligated to make the respective payment;

such Lender has otherwise formally sought to void a Finance Document or disavows or has withdrawn from such Finance Document; or

such Lender is in Insolvency.

as long as all Lenders are only the Original Lenders, Lenders:

whose aggregate Commitments are at least 59% of the Total Commitments; or

insofar as the Total Commitments have been reduced to zero, whose Commitments immediately prior to the reduction totaled at least 59% of the Total Commitments; or

as soon as an Original Lender has undertaken a Transfer to a New Lender, Lenders:

whose aggregate Commitments are at least 66²/₃% of the Total Commitments; or

insofar as the Total Commitments have been reduced to zero, whose Commitments immediately prior to the reduction totaled at least 66²/₃% of the Total Commitments.

in respect of any Loan as to which interest is to be charged in accordance with this Agreement, the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 9 (Mandatory Costs) as the weighted average of the additional costs incurred by the Lenders; and

in respect of any other amount as to which interest is to be charged in accordance with this Agreement, the percentage rate per annum calculated by the Facility Agent by analogous application of the provisions of clause a), above.

the business, the operations, the property or the condition (financial or otherwise) of the Borrower, the Guarantor or the Group;

the ability of the Borrower or Guarantor to perform its material obligations under the Finance Documents; or

the validity or enforceability of the Finance Documents or the rights of a Finance Party thereunder, or the validity and ranking of any Security actually or apparently perfected in accordance with the Transaction Security or a Finance Document.

with respect to the Borrower, (i) its most current audited and certified unconsolidated annual financial statements, which the banks had in their possession before or at the time this Agreement was executed and (ii) its most current unaudited and unconsolidated quarterly financial statements, which the banks had in their possession before or at the time this Agreement was executed (including an income statement, cash flow statement and balance sheet); and

with respect to the Guarantor, its most recent certified and audited consolidated financial statements (together with the utilized reporting package prepared in accordance with US GAAP) that were presented to the banks prior to or upon execution of this Agreement; and

with respect to First Solar Holdings GmbH and First Solar GmbH, their (to the extent available) audited and certified annual financial statements for the fiscal year ended 31 December 2009.

for the purpose of determining a Lender’s share of a Loan to be disbursed, the ratio of such Lender’s available Commitment to the aggregate of the available Commitments of all Lenders; and

for all other purposes:

the ratio of such Lender’s Commitment to the Total Commitments; or

if the Total Commitments have been canceled, then the ratio borne by such Lender’s Commitment to the Total Commitments immediately prior to their Cancellation.

the jurisdiction in which the Borrower is organized;

the jurisdiction in which the Borrower has its registered office;

any jurisdiction in which an asset subject to, or intended to be subject to, a Transaction Security created or intended to be created is situated;

any jurisdiction in which the Borrower conducts its business;

any jurisdiction the laws of which govern the creation (or elements of the creation) of a Transaction Security created or intended to be created by the Borrower.

The security agreements specified in Part II (Security Agreements before the First Utilization) of Schedule 2 (Conditions of Utilization), and

any other document by which security was or are intended to be created in order to secure claims of the Finance Parties against the Borrower under the Finance Documents.

Screen Rate means the percentage rate per annum displayed on the appropriate page of the Reuters screen (EURIBOR01) for EUR and the applicable Interest Period. If the relevant page is replaced or the service ceases to be available, then the Facility Agent (after consultation with the Borrower and the Lenders) may specify a different page or service that displays the appropriate percentage rate.

Unless provided otherwise, any reference in this Agreement to the following terms shall be construed as follows:

A “person” includes any individual, corporate entity or partnership.

Any reference to a Finance Document or other document is a reference to the most recent version of such document;

An asset is any present or future non-current asset or current asset;

References to the time of day refer to German time;

Words expressed in the singular include the plural, and words expressed in plural include the singular;

The headings and the table of contents are provided solely for ease of reference and shall not be taken into account in the construction of the terms;

All schedules to this Agreement are an integral part of, and incorporated by reference into, this Agreement;

Except as expressly provided otherwise in any given case, all references to laws, contracts or other documents refer to their respective versions even if they were referred to by date. Corresponding references also extend to new laws, contract amendments or other documents that add to or replace the originally referenced laws, contracts or other documents, with the exception of the “Instructions for Applying for Federal Loan Guarantees in Connection with Parallel State Guarantees“, which always relate to and are based on the version of 10 May 2010; and

If one or more persons act in concert, this shall have the meaning as defined in subsection 2 (5) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz or “WpÜG”).

A reference to a month or several months shall mean a period that begins on one day of a calendar month and ends on the same day of the following or relevant subsequent calendar month, except:

insofar as such same day is not a Business Day, the period shall end on the next day of such calendar month (if applicable) and otherwise on the preceding Business Day;

insofar as there is no same day of the relevant calendar month, the period shall end on the last Business Day of such calendar month; and

irrespective of the foregoing subparagraph (i), a period that commenced on the last Business Day of a calendar month shall end on the last Business Day of the following or the relevant calendar month.

A Potential Default or, as the case may be, a Default is continuing if it has not been cured or if no waiver declaration has been delivered with respect thereto by the applicable deadline.

The Finance Parties are not jointly and severally liable with respect to the obligations under the Finance Documents. The failure of a Finance Party to perform its obligations under the Finance Documents or its failure to do so on time shall not affect the obligations of the other Parties under the Finance Documents. No Finance Party is responsible for the performance of the obligations of any other Finance Party under the Finance Documents.

Except as provided otherwise in the Finance Documents, any Finance Party can separately enforce its rights under the Finance Documents.

The purpose of the Facility is to finance and/or refinance the acquisition of a land parcel at the location of the Production Site, the construction of buildings at the location of the Production Site, the acquisition and installation of Production Facility FFO2 at the location of the Production Site, as well as the financing and/or refinancing of the assembly costs of the Production Facility.

No Finance Party is obligated to monitor or otherwise verify the application of any Utilization under this Agreement.

Upon request by a Finance Party or a State Guarantor (acting through the Facility Agent), the Borrower shall without undue delay furnish reasonable proof that a Utilization was applied in accordance with this section 3.

no Element of Default is continuing or would result from the proposed Utilization;

no Change of Control has occurred;

a summary of all invoices, as well as copies of all invoices, that exceed EUR 1,000,000 have been presented that thus reflect the costs incurred for Production Facility FFO2; and

the Repeating Representations (or, in the event of a Utilization on the First Utilization Date, the Representations in section 18 (Representations)) are true.

The Borrower can utilize the Facility in the form of a Loan by delivering a duly completed Utilization Request to the Facility Agent.

Except as otherwise agreed with the Facility Agent, a Utilization Request must have been received by the Facility Agent by no later than 11:00 a.m. three (3) Business Days before the requested Utilization Date.

A Utilization Request is irrevocable.

the Utilization Date is a Business Day that falls within the Utilization Period of the Facility;

the amount of the Loan:

is at least EUR 10,000,000 or, if less, then the amount of the outstanding Total Commitments, and

when aggregated with the sum of the nominal amounts of all outstanding Loans (including all other Loans that are pending on or before the scheduled date of granting the requested Loan for disbursement, but not including any Loans that are due to be repaid on or before the scheduled date of grant of the requested Loan), does not exceed the total amount of the Facility at such time;

the requested Interest Period is in accordance with section 9 (Interest Periods); and

the Loan is denominated in EUR.

The Facility Agent shall without undue delay inform the Lenders of the details of a duly received Utilization Request and the amount of their respective share of the utilized Loan.

Insofar as the conditions set forth in this Agreement have been satisfied, each Lender shall make available to the Facility Agent such Lender’s share of the Loan for the Borrower on the respective Utilization Date.

Each Lender’s share of a Loan shall be determined by reference to its Pro Rata Share on the proposed Utilization Date multiplied by the amount of the utilized Loan.

If, after the conclusion of this Agreement, a Lender’s performance of its obligations under a Finance Document or the grant or perpetuation of such Lender’s share of a Loan would be illegal under the laws of any applicable jurisdiction and such Lender has informed the Borrower and the Facility Agent of such illegality, then

the obligation of the Lender to participate in further Utilizations shall cease and the Lender’s Commitment shall automatically be cancelled; and

the Borrower shall prepay such Lender’s share of every outstanding Loan, unless the Borrower replaces the Lender in accordance with paragraph c).

Subject to the provisions of paragraph c), the prepayment of a Lender’s share of a Loan shall be effectuated

either on the last day of the current Interest Period of the respective Loan; or

if earlier, the day that the Lender has specified in its notice pursuant to paragraph a), above which, however, may not fall earlier than the last day of any applicable statutory grace period.

If the conditions of paragraph a) are met, then the Borrower may notify the Facility Agent and the respective Lender upon advance notice of 5 Business Days that

the respective Lender is being replaced and demand of the respective Lender (and such Lender shall comply with such demand insofar as legally permissible) to transfer the entirety of its rights and obligations under this Agreement by way of a transfer of the Agreement in accordance with section 28 (Changes to the Parties) to another Lender or another bank, financial institution, trust, fund or other entity selected by the Borrower that has consented to such transfer for a purchase price in cash payable at the time of the transfer equal to the respective Lender’s share of the nominal amount of the outstanding Loan, accrued interest, Break Costs and all other amounts payable pursuant to the Finance Documents, or

the Borrower intends to take on additional Financial Indebtedness in order to obtain an additional commitment in the amount of the Commitment canceled pursuant to subsection 7.1a)(i) and/or to refinance the repayment of Loans in accordance with subsection 7.1a)(ii). Such additional Financial Indebtedness is not a part of this Agreement and the respective lenders of such additional Financial Indebtedness will not participate in the Transaction Security.

The Borrower shall promptly notify the Facility Agent when it becomes aware of a Change of Control.

In the event of a Change of Control, any Lender, at the earliest upon expiration of a thirty (30) day period but no later than sixty (60) days after notice of the occurrence of the Change of Control is made pursuant to paragraph a) above, upon notice to the Borrower and the Facility Agent, may

terminate all of such Lender’s Commitments with immediate effect; and

demand that its share of the outstanding Loans, including accrued interest and all other amounts payable under the Finance Documents, be repaid.

The Borrower shall ensure that the Net Proceeds from the sale of its assets, with the exception of:

proceeds from dispositions described in subsection 21.5 b)(i) to (iv) and (v) (Sales/ Disposals);

proceeds from all sales that do not exceed a total of EUR 10,000,000 (if applicable after conversion to EUR) per fiscal year of the Borrower and EUR 50,000,000 (if applicable after conversion to EUR) during the entire term of this Agreement; or

Net Proceeds that are reinvested within 360 days (or within a different period agreed to with the Facility Agent) in comparable or higher value assets of like kind that serve the core business of the Borrower or that, in respect of proceeds from the sale of receivables, are invested in the core business of the Borrower or with respect to their corresponding application the Borrower has entered into a binding contractual commitment within 120 days (or within a different period agreed to with the Facility Agent) and has furnished evidence thereof to the Facility Agent;

The Borrower shall ensure the same for Net Proceeds from insurance proceeds insofar as they

are not needed and applied to satisfy liability to third parties arising out of the insured event;

not applied within 360 days after receipt of the proceeds to the restoration of the asset damaged or destroyed in the insured event or to the acquisition of another comparable or higher-value asset of like kind that serves the core business of the Borrower, provided that the Borrower has entered into a binding contractual commitment within 180 days of receipt of the proceeds with respect to the restoration or acquisition and has furnished evidence thereof to the Facility Agent;

are not less than EUR 50,000 per insured event and less than EUR 2,500,000 per fiscal year of the Borrower; or

relate to benefits under a business interruption insurance policy.

If and insofar as Net Proceeds are required to be applied toward mandatory prepayments of the Facility pursuant to this section 7 (Prepayment and Cancellation), the Facility shall be reduced by such amount. If and insofar as the amount of Net Proceeds that is required to be applied toward mandatory prepayments of the Facility exceeds the available Total Commitments, the Borrower shall repay the appropriate differential (Differential) by repaying the outstanding Loans.

Any amount to be credited pursuant to this subsection 7.4 by reason of mandatory prepayments shall also be applied toward a repayment already undertaken pursuant to subsection 6.1 (Repayment).

Mandatory prepayments pursuant to subsection 7.4 (Mandatory prepayment — Sales and insurance proceeds) shall be due for repayment without undue delay after receipt by the Borrower of the Net Proceeds. Unless there is an Element of Default, the Borrower may specify that the mandatory prepayment occur on the last day of the respective Interest Period of a Loan. If the Borrower so specifies, then the Loan shall be due for repayment in the amount of the respective mandatory prepayment on the last day of such Interest Period. If the Borrower has so specified and subsequently a Element of Default occurs, then the corresponding mandatory prepayment shall be immediately due for repayment.

With respect to mandatory prepayments by reason of the reinvestment periods provided in paragraphs a)(iii) and b)(ii) of subsection 7.3 (Mandatory prepayment — Sales and insurance proceeds), notwithstanding the preceding paragraph c) and as long as there is no Element of Default, mandatory prepayments shall be made on the last day of the respective Interest Period in which the respective reinvestment periods expire.

The Borrower may voluntarily cancel the unutilized portion of the Total Commitments, either in whole or in part, by giving at least ten (10) Business Days advance notice thereof to the Facility Agent.

Partial cancellations of the Total Commitments must be made in the amount of at least EUR 2,500,000 and whole multiples of EUR 500,000.

Each partial cancellation shall be allocated pro rata to the Commitment of each Lender.

The Borrower may voluntarily prepay a Loan at any time, either in whole or in part, prior to the last day of the current Interest Period of the respective Loan by giving at least ten (10) Business Days advance notice thereof to the Facility Agent.

Partial prepayments of the respective Loans must be made in the amount of at least EUR 2,500,000 and whole multiples of EUR 500,000.

If the Borrower is required to make a Tax Payment to a Lender in accordance with section 12 (Taxes) or pay Increased Costs in accordance with section 13 (Increased Costs) or the Lender becomes a Lender in Default, then the Borrower, by notice to the Facility Agent, may cancel such Lender’s Commitments and inform such Lender that the Borrower intends to repay such Lender’s share of the Facility or, as the case may be, replace the Lender in accordance with paragraph d).

After the notice described in paragraph a) above:

the Borrower must repay (or, if applicable, prepay) the respective Lender’s share of all Utilizations at the time specified in paragraph c), below; and

the respective Lender’s Commitment will be reduced to zero.

Repayment (or, as the case may be, prepayment) shall occur:

either on the last day of the current Interest Period; or

if earlier, then on the day specified by the Borrower in its notice.

If the conditions of paragraph a) are satisfied, then the Borrower may,

upon notice of 5 Business Days, advise the Facility Agent and the respective Lender that the respective Lender is being replaced and demand of the respective Lender (and such Lender shall comply with such demand insofar as legally permissible) to transfer the entirety of its rights and obligations under this Agreement by way of an transfer of the Agreement in accordance with section 28 (Changes to the Parties) to another Lender or another bank, financial institution, trust, fund or other entity selected by the Borrower, which has consented to such transfer, for a purchase price in cash payable at the time of the transfer equal to the respective Lender’s share of the nominal amount of the outstanding Loan, accrued interest, Break Costs and all other amounts payable pursuant to the Finance Documents; or

the Borrower intends to take on additional Financial Indebtedness in order to obtain an additional commitment in the amount of the Commitment canceled pursuant to subsection 7.8d)(i) and/or to refinance the repayment of Loans in accordance with subsection 7.8d)(ii). Such additional Financial Indebtedness is not a part of this Agreement and the respective lenders of such additional Financial Indebtedness will not participate in the Transaction Security.

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

the Borrower may not replace any Administrative Party;

neither the Facility Agent nor a Lender shall be required to find a replacement for a Lender; and

the outgoing Lender pursuant to paragraph d)(i) is in no event obligated to repay or reimburse the fees and commissions received by such Lender under the Finance Documents.

Insofar as facts exist that trigger a mandatory prepayment pursuant to subsection 7.3 (Mandatory prepayment — Sales and insurance proceeds), the Borrower shall promptly notify the Facility Agent thereof with an explanation of the underlying facts. Such notice shall also indicate how the mandatory prepayment in accordance with subsection 7.4 (Application of mandatory prepayments) will be applied.

Any notice of prepayment and any cancellation by the Borrower under this Agreement is irrevocable and must specify the relevant dates and the specific Loans and Commitments. The Facility Agent shall without undue delay notify the affected Lender(s) of the receipt of such a notice.

All prepayments under this Agreement must be made together with the interest accrued upon the prepaid amounts. Except as expressly provided otherwise, in the event of a payment that is not made on the last day of an Interest Period, Break Costs, if any, shall be reimbursed. No surcharges or contractual penalties shall be payable in respect of prepayments.

The Majority Lenders may approve a shorter notice period for a voluntary prepayment or voluntary cancellation.

The Majority Lenders may waive a mandatory prepayment pursuant to subsection 7.3 b) (Mandatory prepayment — Sales and insurance proceeds) before such prepayment comes due. After such prepayment is due, it can be waived only with the consent of all Lenders.

Any sum repaid in respect of a Commitment pursuant to this Agreement may not be drawn down again.

No amount of a Commitment cancelled pursuant to this Agreement may be subsequently reinstated.

If the Borrower cancels the Commitments, either in whole or in part pursuant to subsection 7.6 (Voluntary cancellation), subsection 7.8 (Prepayment and cancellation with respect to individual lenders) or if the Commitment of a Lender is reduced pursuant to subsection 7.1 (Mandatory prepayment — Illegality) or subsection 7.2 (Mandatory prepayment — Change of Control), then the amount of all subsequent Installments shall be reduced pro rata.

If a Loan is repaid in accordance with subsection 7.1 (Mandatory prepayment - Illegality), subsection 7.2 (Mandatory prepayment — Change of Control), subsection 7.7 (Voluntary prepayment) or subsection 7.8 (Prepayment and cancellation with respect to individual lenders), then the amount of all subsequent installments shall be reduced pro rata.

In the event of a prepayment of the Loan pursuant to subsection 7.3b (Mandatory prepayment — Sales and insurance proceeds), the amount of all subsequent installments shall be reduced pro rata.

The interest rate for each Interest Period of a Loan corresponds to a percentage rate per annum which is the sum of the Margin and EURIBOR and Mandatory costs, if any.

Except as otherwise provided in this Agreement, the Borrower shall pay the accrued interest on each Loan on the last day of the respective Interest Period.

If an Interest Period greater than six (6) months has been agreed, then the accrued interest shall nevertheless be payable every 6 months from the date of disbursement and on the last day of the Interest Period.

If the Borrower fails to pay any amount (other than interest) owed by it under the Finance Documents on its due date, then the Borrower shall, upon demand of the Facility Agent, immediately pay interest on the overdue amount (other than interest) as of the due date until the date of the actual payment. The rate of interest on an overdue amount (other than interest) shall be determined in accordance with § 288 of the German Civil Code (BGB).

If the Borrower fails to satisfy its obligations to pay interest when due pursuant to this Agreement, then the Borrower shall owe default damages as provided in §§ 247, 288 and 280 BGB.

Any Finance Party may assert claims for greater damages with appropriate evidence. In a case under paragraph b), the Borrower shall be entitled to prove lesser damages.

Each Loan has successive Interest Periods. The first Interest Period of a Loan shall be specified by the Borrower in the respective Utilization Request, and every subsequent Interest Period shall be specified in an irrevocable Selection Notice that must have been received by the Facility Agent [Konsortialführer] no later than 11:00 a.m. three (3) Business Days before the Quotation Day for the relevant Interest Period. If a Selection Notice is not duly delivered, then the Interest Period for the respective Loan shall be (3) months.

Subject to the following provisions of this section, the Interest Period for any Loan shall be three (3) or six (6) months, or any other period as agreed by the Borrower and all Lenders (acting through the Facility Agent).

Interest Periods may not expire after the Final Maturity Date.

Upon full Utilization of the Facility or, as the case may be, no later than the last day of the Utilization Period, all then outstanding Loans shall be consolidated in consultation with the Facility Agent into a single Loan with one Interest Period.

The Facility Agent and the Borrower can reach additional agreements as necessary relating to the consolidation and/or division of Loans (including with respect to the Interest Periods). The Lenders hereby consent to any accordingly shorter Interest Periods during the Utilization Period.

If the last day of an Interest Period is a day that is not a Business Day, then the Interest Period shall end instead on the following Business Day of the same month or, if there is no such Business Day in the respective month, then on the preceding Business Day, or if an Interest Period otherwise ends after the Final Maturity Date, then on the Final Maturity Date or, if the Final Maturity Date is not a Business Day, then on the preceding Business Day.

If a Market Disruption Event occurs in relation to a Loan in respect of any Interest Period, then the interest rate on each Lender’s share of that Loan for the relevant Interest Period shall be the sum of:

the applicable Margin;

the interest rate that is notified to the Facility Agent by the respective Lender as soon as possible and, in any event, prior to the date on which interest is due to be paid in respect of that Interest Period and that expresses as a percentage rate per annum the costs to that Lender of funding its participation in such Loan from whatever source such Lender deems reasonable; and

Mandatory Costs.

In this subsection 10.2 (Market Disruption), any of the following events shall be deemed a Market Disruption Event:

EURIBOR is to be determined by reference to quotations by the Reference Banks and if none or only one of the Reference Bank has supplied a quotation by 12:00 p.m. on the Quotation Day; or

before the close of business on the Quotation Day, the Facility Agent receives notification from at least two Lenders whose participation in the relevant Loan exceeds 30% of such Loan that their costs of obtaining congruent funding in the interbank market for the respective Interest Period would be in excess of EURIBOR.

If a Market Disruption Event occurs and the Facility Agent or the Borrower so demands, then the Borrower and the Facility Agent shall enter into negotiations for a period of not more than thirty (30) days with a view to agreeing on a substitute basis for determining the rate of interest and/or obtaining the funds for the relevant Loan. If no agreement is reached, the interest rate shall continue to be calculated as provided in subsection 10.2 (Market Disruption).

Any alternative basis so agreed shall, with the prior consent of all Lenders and the Borrower, be binding on all Parties.

If the Borrower repays a Loan on a day other than the last day of an Interest Period, then the Borrower shall repay the relevant Lenders any Break Costs for the current Interest Period.

Break Costs shall be the Differential, as calculated in each case by such Lender, between

the interest (excluding the Margin) that such Lender would have received on its share of the prepaid Loan from the Business Day after the prepayment of the Loans to the last day of the current Interest Period of such Loan,

the amount that such Lender would be able to obtain by depositing a sum equal to the prepaid amount with a leading bank in the European interbank market starting on the Business Day after the prepayment of the Loan to the last day of the current Interest Period of such Loan.

Each Lender, at the request of the Facility Agent, shall deliver to the Facility Agent and the Borrower a confirmation in respect of the Break Costs incurred by such Lender in the respective Interest Period. At the request of the Borrower, the Facility Agent shall demand that the respective Lender provide a certificate of such confirmation.

The Borrower shall pay the Facility Agent for the account of the Lenders as of the day of signing of this Agreement to the end of the Utilization Periods a commitment fee equal to 35% of the Margin on the unutilized current total amount of the Total Commitments.

Accrued commitment fees shall be payable quarterly in arrears or, as the case may be, at the end of the respective Utilization Period. Commitment fees that were accrued on such parts of the Total Commitments as were canceled or reversed shall be paid at the time that the cancellation or reversal becomes effective.

A Lender in Default shall have no right to the commitment fee with respect to such Lender’s share of the unutilized Commitment for the period that such Lender is a Lender in Default, and the amount to be paid by the Borrower pursuant to subsection 11.1a) shall be reduced accordingly.

The Borrower shall make any and all payments owed under the Finance Documents without any Tax Withholding unless Tax Withholding is required by law.

Upon the Borrower’s becoming aware that it is required to effectuate a Tax Withholding (or that there is any change in the rate or basis of a Tax Withholding), the Borrower shall without undue delay notify the Facility Agent thereof. Similarly, a Lender shall notify the Facility Agent upon becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender, then it shall notify the Borrower accordingly.

If the Borrower is required by law to make a Tax Withholding, then the amount of the payment required to be made by the Borrower under this Agreement shall be increased to an amount which is necessary to insure that after making all Tax Withholdings, the amount received is the same amount that would have been received if the Borrower were not required to make such Tax Withholdings. The preceding sentence shall not apply if and insofar as a Tax Withholding would not be required, but is required as a consequence of a transfer as provided in subsection 28.3 (Transfer by the Lender) because the transferee is a party deemed to be resident for tax purposes in a country that has not entered into a double taxation agreement with the Federal Republic of Germany that provides for a partial or full exemption of interest payments. The preceding sentence shall also not apply if and insofar as the payee has failed to perform contractual or statutory obligations, or has failed to do so sufficiently and if, upon performance or sufficient performance of such obligations, the Borrower would not have been required to make the Tax Withholding.

If the Borrower is required to make a Tax Withholding, then such Tax Withholding shall be effectuated in the amount and within the time required by law.

Within thirty (30) days after making a Tax Withholding or any payment required in connection with that Tax Withholding, the Borrower shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence satisfactory to such Finance Party (in its reasonable discretion) that the Tax Withholding was made or that the appropriate Payment was paid to the relevant tax authority.

Except as provided otherwise below, the Borrower shall pay each Finance Party an amount equal to any loss and indemnify such Finance Party for any liability that the respective Finance Party, in its determination, has incurred, directly or indirectly, by reason that a Tax is required to be paid in respect of a payment owed or made under the Finance Documents.

Paragraph a) above does not apply:

to Taxes that

a Finance Party is required to pay under the laws of the jurisdiction in which that Finance Party has its registered office or, if different, the jurisdiction in which that Finance Party is treated as a resident for tax purposes; or

a Finance Party is required to pay under the laws of the jurisdiction in which that Finance Party’s Facility Office or business office is located in respect of amounts received or receivable by that Finance Party, to which its share of the Loan belongs;

insofar as a loss or liability is already being compensated for by a tax gross-up as provided in subsection 12.1 (Tax gross-up), or would have been compensated for had there not been a ground for exclusion under subsection 12.1c) (Tax gross-up); or

to taxes, which are imposed pursuant to § 49 no. 5 c (aa) of the German Income Tax Act (“EStG”).

Each Finance Party making or intending to make a claim under paragraph a) above shall without undue delay notify the Facility Agent of the event that will give, or has given, rise to the claim, after which the Facility Agent shall notify the Borrower.

A Finance Party, upon receiving a payment from the Borrower under this subsection 12.2 (Tax indemnity), shall notify the Facility Agent.

This subsection 12.2 does not apply to a Finance Party’s value-added tax claims or pre-tax compensation claims. Subsection 12.4 (Value-added tax) definitively governs matters related to value-added tax.

a Tax Credit is attributable to such Tax Payment; and

that the Finance Party has received and utilized that Tax Credit,

Any amount owed by the Borrower under a Finance Document shall be paid exclusive of value-added tax (“VAT”) or any comparable Taxes that could be assessed in connection with such amounts. If any such VAT or comparable Tax is assessable, then the Borrower shall pay to the Finance Party, in addition to the amount owed, an amount equal to the amount of such tax. In such event, the respective Finance Party shall provide the Borrower with an invoice that satisfies the applicable legal requirements. Sentence 1 shall not apply in the event that the Borrower owes the tax in the context of a reversal of the tax liability as provided in §13b(5) of the VAT Act (Umsatzsteuergesetz) or any similar provision of law. A Finance Party shall not, without the consent of the recipient of a service, elect to have VAT apply with respect to a non-taxable service under a Finance Document.

Where a Finance Document requires a Party to reimburse or indemnify a Finance Party for any cost or expense, such obligation shall also encompass in this respect VAT or comparable Taxes paid by that Finance Party insofar as no tax credit or refund can be obtained in respect of such amount.

the enactment of, or any change to, a law or regulation or a change of interpretation or application of any law or regulation after the date of this Agreement; or

compliance with any law or regulation enacted after the date of this Agreement.

Each Finance Party intending to make a claim for Increased Costs shall notify the Facility Agent of the amount of the claim as well as the circumstances giving rise to the claim. The Facility Agent shall thereupon without undue delay notify the Borrower.

Each Finance Party must, as soon as possible after a demand by the Facility Agent, present a certificate confirming the amount of its Increased Costs and must reasonably substantiate its calculation of the amount of such Increased Costs.

are attributable to a Tax Withholding required by law to be made by the Borrower, given that the tax gross-up is covered only by subsection 12.1 (Tax gross-up);

were compensated for by paragraph c) of subsection 12.1 (Tax gross-up) or subsection 12.2 (Tax indemnity) (or should have been compensated for but was not so compensated because of the exclusions in paragraph b) of subsection 12.2 (Tax indemnity));

were already compensated for by the payment of the Mandatory Costs; or

are attributable to the willful violation of any law or regulation by a Finance Party or its Affiliate.

The Borrower shall indemnify any Finance Party for all losses and liabilities incurred by such Finance Party arising out of the circumstance that latter receives a sum in a currency other than that owed under this Agreement or the Borrower has been found liable judicially or extrajudicially for an amount under the Finance Documents in a currency other than that owed under this Agreement.

To the extent permitted by law, the Borrower waives all rights (irrespective of the jurisdiction) to pay any amount under the Finance Documents in a currency other than the currency contractually agreed.

the occurrence of an Event of Default;

the Borrower’s failure to pay any amount due under a Finance Document on its due date, including any loss or liability arising as a result of subsection 17.11 (Adjustment payment);

the failure to disburse a Loan after submission of a Utilization Request for such Loan, if the failure to disburse was based on one or more provisions of this Agreement (provided this was not attributable to the culpable conduct o that Finance Party); or

a Loan is not prepaid (either in whole or in part) in accordance with a notice of prepayment delivered to the Facility Agent.

an investigation of any circumstance and event that an Agent reasonably believes would constitute a Default; or

acting or relying on any notice that the Agent fairly believes to be genuine.

The Borrower shall indemnify the Administrative Parties and the Mandatary for all expenditures, costs and losses and hold them harmless from all liability reasonably incurred by them

with respect to or as a result of

the creation, holding, defense or execution of the Transaction Security;

the exercise of any of their statutory or contractual rights in accordance with the Finance Documents, powers of attorney and remedies; or

any failure by the Borrower or the Guarantor to perform its obligations under the Finance Documents; or

in connection with encumbered property or the performance of the requirements of the Finance Documents (except insofar as sustained as a result of gross negligence [grobe Fahrlässigkeit] or an intentional act or omission [Vorsatz]).

In priority to any payment to the Lenders from the proceeds of any enforcement on the Transaction Security, the Security Agent may itself retain all sums necessary to give effect to the this section 14. The Security Agent shall have a lien on the Transaction Security and on the proceeds from the sale of the Transaction Security for all monies payable to the Security Agent.

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to prevent or mitigate the occurrence or detrimental effects of any matter described in subsection 7.1 (Mandatory prepayment — Illegality), subsection 12.1 (Tax gross-up), subsection 12.2 (Tax indemnity), subsection 13.1 (Increased costs) or subsection 3 of Schedule 8 (Mandatory Costs). This shall also include, to the extent reasonable, a transfer of its rights and obligations under the Finance Documents to an Affiliate or a change of the Facility Office.

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

The Borrower must without undue delay indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it on this basis of this section.

A Finance Party is not obliged to take any action pursuant to this section if it reasonably believes that such action could be prejudicial to it.

all reasonable, external costs and expenditures (including agreed legal costs and costs for persons engaged by any Administrative Party) that were incurred by them in connection with the negotiation, preparation, printing, execution and formal adoption of this Agreement, every document named herein, the Transaction Security as well as every other Finance Document (including any Finance Documents executed after the execution of this Agreement);

all reasonable, external costs and expenditures (including agreed legal costs and costs for persons engaged by any Administrative Party) that were incurred by them in connection with any amendments, waivers or consents requested by the Borrower;

all costs and expenditures (including agreed legal costs and costs for persons engaged by any Administrative Party) that were incurred by them in connection with the enforcement or protection of rights under any Finance Document (including the realization of the Transaction Security);

all external costs and expenditures (including agreed legal costs and costs for persons engaged by any Administrative Party) that were incurred by them in connection with the inspection and realization of the Transaction Security as well as potential Transaction Security; and

all external costs and expenditures (including agreed legal costs and costs for persons engaged by any Administrative Party) that were incurred by them in connection with the exercise of the ongoing work of the Security Agent in this capacity as a result of the occurrence of a Default or as a result of a request by the Borrower or the Majority Lenders.

Payments for Taxes, fees, costs and expenditures must be made in the currency of the relevant expenses.

All other amounts payable under the Finance Documents must be paid in EUR.

Each payment received by the Facility Agent under the Finance Documents for another Party shall, except as otherwise stipulated, be transferred by the Facility Agent as soon as possible after it is received in the relevant Party’s account, which that Party must disclose to the Facility Agent for that purpose no less than five Business Days’ in advance.

Repaid credit amounts (including voluntary unscheduled repayments), interest and commitment fees must be distributed pro rata to the Lenders. Reductions of the Commitments must also be carried out on a pro rata basis.

The Facility Agent may credit any amount it receives on behalf of the Borrower against any amount due that is owed by the Borrower under the Finance Documents, or it may use this amount to purchase any currency required for this purpose.

If a sum is paid to the Facility Agent under this Agreement for another Party, then the Facility Agent is under no obligation to pay that sum to that other Party until it has been able to establish to its satisfaction that it has actually received that payment. The Facility Agent may, however, assume that the payment to the Facility Agent has actually been effected and, relying on this assumption, make a corresponding amount available to the other Party. If it proves to be the case that the Facility Agent had not actually received that amount, then the Party, to whom that amount was paid by the Facility Agent, shall on demand without undue delay refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

If, at any time, the Facility Agent becomes an Impaired Facility Agent, the Borrower or Lender, which is required to make a payment under the Finance Documents to the Facility Agent in accordance with section 17.1 (Payments to the Facility Agent), may instead either pay that amount directly to the recipient entitled thereto or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph a) of the definition of “Acceptable Bank” in the name of the Borrower or Lender making the payment and designated as a trust account [Treuhandkonto] for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case, such payments must be made on the due date for payment under the Finance Documents.

All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective claims.

A Party, which has made a payment in accordance with this section 17.8, shall be discharged of the relevant payment obligation under the Finance Documents and shall therefore not be exposed to any credit risk with respect to the amounts standing to the credit of the trust account.

Promptly upon the appointment of a new Agent in accordance with section 23.11 (Resignation of the Facility Agent), each Party which has made a payment to a trust account in accordance with this subsection 17.8 shall give instructions to the bank with whom the trust account is held to transfer the amounts (together with any accrued interest) to the new Facility Agent.

first, as pro rata payment of any unpaid fees, costs and expenses of the Administrative Parties;

secondly, as pro rata payment of any accrued interest and fees under this Agreement; and

thirdly, as pro rata payment of the accured amortization amounts owed under this Agreement; and

fourthly, as pro rata payment of any other amounts due under the Finance Documents.

the Preferred Lender must inform the Facility Agent of the details regarding the Payment within three (3) Business Days;

the Facility Agent must determine whether the Payment was higher than the amount that the Preferred Lender would have received if the Facility Agent had received the Payment and distributed it in accordance with this Agreement; and

the Preferred Lender must pay any such surplus amount to the Facility Agent (the Adjustment Payment).

The Facility Agent shall treat the Adjustment Payment as if it were a payment by the Borrower pursuant to this Agreement and shall transfer it to the Finance Parties (with the exception of the Preferred Lender).

After transferring the Adjustment Payment pursuant to subsection a) above, every Finance Party (with the exception of the Preferred Lender) shall assign to the Preferred Lender that portion of their own claim that is equivalent to their portion of the Adjustment Payment, so that after carrying out the assignments, the Borrower shall owe the Preferred Lender an amount which is equivalent to the Adjustment Payment and is immediately payable and of the same kind as the originally paid debt.

If the Preferred Lender must later pay back a payment or any sum assessed in reference to the payment, and the Preferred Lender had made an Adjustment Payment in respect of this payment, then each Finance Party shall reimburse the Preferred Lender for the corresponding portion of the Adjustment Payment made to it and it shall rescind the assignments under subsection b).

after making the Adjustment Payment, it would not have a valid claim against the Borrower in the amount of the Adjustment Payment; or

it must share an amount received as a result of court or arbitration proceedings with another Finance Party and:

the Preferred Lender had informed Facility Agent about the court or arbitration proceedings; and

the other Finance Party had the opportunity to participate in these proceedings but refrained from so doing and also did not file any separate court or arbitration proceedings.

The Borrower is a limited liability company [Gesellschaft mit beschränkter Haftung], duly incorporated and validly existing under the laws of Germany.

The Borrower has the legal power and authority to sue or be sued in its own name, and has the right to dispose of its own assets and to carry on its business in each jurisdiction in which it holds assets or conducts business.

the obligations which it has assumed under the Finance Documents have been legally concluded and establish legally binding, lawful and enforceable obligations of the Borrower; and

(without limiting the proposition set forth in paragraph a) above), each Security Document, to which it is a party, creates the security, which the relevant Security Document purports to create, and this security is valid and enforceable.

any laws or other regulations that apply to it;

any provisions of its articles of association; or

any other agreement, under which it or its assets are bound, and do not establish cause for termination under any such contract or give rise to an obligation to provide security in favor of third parties under such contract (with the exception of the Transaction Security);

All Authorizations and Approvals, which are necessary in order to:

allow it to lawfully sign the Finance Documents to which it is a party, and to exercise its rights and discharge its duties; and

to make the Finance Documents, to which it is a party, an admissible form of evidence,

All Authorizations and Approvals, which it requires

in connection with its business operation and the construction of the Production Facility FFO2; and

in connection with the execution, performance, legal validity and enforceability of the Finance Documents as well as the transactions contemplated therein,

the courts of the Relevant Jurisdiction of the Borrower will recognize and enforce, as the governing law, the law that is stipulated in the Finance Documents; and

any judgment, which is issued with respect to the Finance Documents, will be recognized and enforced in the Relevant Jurisdiction of the Borrower, and it is not entitled to assert in that jurisdiction any immunity that could protect it against set-offs, lawsuits, seizures, compulsory enforcement actions and other judicial proceedings.

no actions taken under company law, judicial proceedings or any other steps, which are listed in subsection 22.7 (Insolvency proceedings), and

no compulsory enforcement as described in section 22.8 (Compulsory enforcement)

threatened in writing against the Borrower to the best of the Borrower’s knowledge, or

instituted against it, and none of the facts described in subsection 22.6 (Insolvency) pertain to it.

There has been no Default, and as of the date this Agreement is concluded and the first Utilization Date, there will have been no Element of Default (Kündigungstatbestand), and the execution of the Finance Documents and the performance of the transactions contemplated therein (including the Utilizations) will not lead to an Element of Default.

There are no other facts or circumstances that constitute cause for terminating (however described) another contract, to which it is bound, and that, either individually or collectively, are reasonably likely to lead to a Material Adverse Change.

The Borrower has provided the Finance Parties with all facts and information which, in the Borrower’s opinion, are material for the decision by the Finance Parties to grant the credit.

All written factual information (including annual and quarterly financial statements), which the Borrower or its advisors has disclosed to the Finance Parties or any of its advisors, is — in all material respects — true, correct and not misleading with respect to the date of its disclosure or the date to which the disclosure relates.

The factual information contained in the Information Package was in all material respects true and correct as of the date the Information Package was produced or, if applicable, as of the date to which the factual information relates. The forecast figures contained in the Information Package were generated on the basis of the current information available at the time the Information Package was prepared and on the basis of assumptions, which the Borrower could have reasonably been expected to make as of the Information Package’s date following a reasonable estimation and after careful consideration and review, and these figures were approved by the Borrower’s managing directors. The Borrower believes that the forecast figures are realistic.

Each financial projection contained in the Information Package was prepared after careful consideration and review as of the time it was made and on the basis of information then current and was predicated on reasonable assumptions.

No circumstances have arisen and no information has been omitted from the Information Package, which if disclosed, would result in the information, opinions, expectations or projections contained in the Information Package being untrue or misleading in any material respect.

Its annual and quarterly financial statements (including the Original Financial Statements), which were most recently delivered to the Facility Agent:

were continuously prepared on the basis of the Generally Recognized Accounting Principles and principles of recognized bookkeeping that are applicable in the country of its registered office; and

give a true and fair view of its financial condition and results of operations as of the record of date of the financial statements;

The Borrower represents that it has no material liabilities other than those disclosed in the Original Financial Statements, in the most recent quarterly financial statements or in the Information Memorandum.

The Borrower represents that each business plan, which was delivered pursuant to this Agreement, was prepared after careful consideration and review and in good faith on the basis of assumptions which, from the Borrower’s perspective, were realistic as of the time the business plan was generated and delivered.

Since the Date of the Original Financial Statements, no facts or circumstances have arisen that would lead to a Material Adverse Change.

It is not the subject matter of any pending or — to the best its knowledge — threatened litigation, arbitration or administrative proceedings (including proceedings before cartel authorities) or investigations which, if adversely decided, could with a reasonable likelihood lead to a Material Adverse Change.

It has not breached any provision of another document to which it is bound, nor violated any order or judgment issued by a court, arbitrator or regulatory agency, nor violated any law, regulation, directive or rule issued by a government agency, to the extent that such breach or violation could, either individually or collectively, lead to a Material Adverse Change.

It is in full compliance with any and all applicable laws and regulatory/judicial orders, the violation of which could lead to a Material Adverse Change.

To the best of its knowledge (after having duly and thoroughly inquired into the matter), the Borrower is not subject to any current or imminent labor disputes, which could lead to a Material Adverse Change.

It is in compliance with subsection 21.3 (Environmental compliance) and to the best of its knowledge (after having duly and thoroughly inquired into the matter), there are no facts or circumstances that could jeopardize compliance to such extent that it could result in a Material Adverse Change.

No Environmental Claims have been brought against it or threatened to be brought against it (to the best of its knowledge after having duly and thoroughly inquired into the matter), to the extent that such claims, if substantiated, could lead to a Material Adverse Change.

At any given time, it is the holder of all assets (as owner, tenant, lessee or licensee) that it requires in order to manage and maintain its current business operation and to construct and operate the Production Facility FFO2.

It is the sole and lawful owner of its assets that, in accordance with the provisions of the Security Documents and subject to any exceptions therein such as retentions of title, are or are expected to be the subject matter of the Transaction Security.

is the sole lawful owner of, or has licenses under customary terms and conditions to, Industrial Property Rights, which are material for its business operation and for the construction of the Production Facility FFO2 and which are needed to continue managing the business operation, as it is currently being managed and as it is expected to be managed in the future;

does not infringe the Industrial Property Rights of a third party to the extent that the infringement could lead to a Material Adverse Change; and

The Borrower makes with respect to itself the Repeating Representations as set forth in this paragraph a) to each Finance Party as of the times in this paragraph a), and the Repeating Representations relate to the circumstances existing as of the date of each Utilization Request and each first day of an Interest Period. In addition, the Repeating Representations will be deemed to have been made anew by the Borrower on the Utilization Date and the first date of each Interest Period.

If a representation is made, it will relate to the facts and circumstances existing on the date that the representation was made.

the annual financial statements (balance sheet, income statement and, in the case of subparagraph (i), the notes, management report and cash flow statement) for each fiscal year beginning with fiscal year 2010 for:

the Guarantor (consolidated and audited together with the audit and management reports);

the Borrower (unconsolidated individual financial statements, but audited together with the audit and management report); and

First Solar Holdings GmbH and First Solar GmbH (in each case the unconsolidated individual financial statements, but — if available — audited and/or consolidated);

a report on the use and processing of the Loan within 90 days after the end of each half-year; and

the unaudited and unconsolidated quarterly financial statements (balance sheet, income statement) of the Borrower and the consolidated quarterly financial statements (balance sheet, income statement) of the Guarantor for each quarter as soon as those documents become available but, in any case, no later than within 90 days following the end of each quarter of the Borrower’s fiscal year. Each of these quarterly financial statements must contain, inter alia, information on the quarter in question, the year-to-date balance [Jahressaldo], the same quarter of the previous year and the year-to-date balance for the previous fiscal year. In addition, a report from the managing director(s) regarding the Progress of the Project must accompany each quarterly financial statement of the Borrower during the construction phase of the Production Facility FFO2.

In connection with the financial statements to be delivered in accordance with subsection 19.1 (Financial statements and reports), at least one managing director with sole representational authority or a registered attorney-in-fact (Prokurist) who is responsible for finance at the company in question must certify that the financial statements present a true and fair view of the financial condition and results of operation [vermittelt ein den tatsächlichen Verhältnissen entsprechendes Bild der Vermögens,- Finanz- und Ertragslage] as of the date on which the financial statements were prepared. Such certification may either be contained in the relevant financial statement or be a separate certification.

The Borrower shall ensure that all financial statements, which it is required to deliver pursuant to subsection 19.1 (Financial statements and reports), were prepared in accordance with the Generally Accepted Accounting Principles and, in the Borrower’s case, the commerical law principles for large corporations and using the accounting practices and financial reference periods consistent with those applied to the respective Original Financial Statements, unless the Borrower informs the Facility Agent about any changes.

The Borrower shall provide the Facility Agent (at the Facility Agent’s request, in sufficient quantities for the Lenders) with the Business Plan for a given fiscal year as soon as it becomes available but no later than thirty (30) days after the commencement of that fiscal year, whereby the first delivery of the Business Plan must be made prior to the first Utilization.

The Borrower shall ensure that each Business Plan:

in terms of its form and content matches the sample form agreed to before the conclusion of this Agreement and is acceptable to the Facility Agent and contains in sufficient detail its budgeted unconsolidated (or, if available, consolidated) quarterly income statement, annual balance sheet and cash flow statement, information on budgeted capital expenditures and a comparison to the previous Business Plan;

was prepared on the basis of the Generally Acceptable Accounting Principles and using the accounting practices and financial reference periods consistent with those applied for the annual financial statements set forth under subsection 19.1 (Financial statements and reports); and

was approved by one managing director with sole representational authority or by the registered attorney-in-fact who is responsible for finance at the Borrower.

The Borrower shall provide to the Facility Agent a Compliance Certificate as well as all financial statements that the Guarantor is obligated to file pursuant to subsection 19.1 (Financial statements and reports) (a)(i) or (b), and such certificate shall (in reasonable detail) describe the following:

the calculation of the Financial Ratios provided in section 20 (Financial Ratios) as of the record date for each respective financial statement plus a detailed accounting signed by the CFO or treasurer of the Guarantor; and

confirmation that no Element of Default exists.

Each Compliance Certificate, which must be submitted together with the consolidated annual financial statements of the Guarantor, shall be based on the annual financial statements audited and confirmed by an independent and recognized auditor with respect to the calculation in (a)(i) of this subsection 19.5 and shall contain a list of the Guarantor’s Affiliates that were included in the calculation.

- at the same time as they are sent — any and all documents that the Borrower sends to all creditors generally;

- without undue delay upon becoming aware of them — any details concerning all significant insurance cases and significant changes in the project workflow or project structure;

- without undue delay upon the Borrower becoming aware of them — any details concerning any violations of the law and any judicial, arbitral or administrative proceedings of the Borrower (especially also with respect to Environmental Claims) or the Guarantor, which have arisen or are pending and which could reasonably be expected to lead to a Material Adverse Change;

- without undue delay upon the Borrower becoming aware of it — any and all information regarding an earnestly threatened, written petition to commence bankruptcy or insolvency proceedings against the Borrower’s assets by a third party;

- if demanded, then without undue delay — any and all additional information and documents relating to the financial situation and business activities of the Borrower and Guarantor which a Finance Party (through the Facility Agent) may demand in its discretion;

- if demanded, then without undue delay — any and all additional information, which could be required under bank regulations and legislation;

- without undue delay after becoming aware of them — any and all details concerning all receivables and sales or other transactions, which could result in a mandatory prepayment under this Agreement, including a Change of Control or a forthcoming Change of Control;

- without undue delay — any and all information and documents, which a Finance Party (through the Facility Agent) in its discretion demands with respect to assets that are the subject matter of the Transaction Security or are related to the contractual performance of the obligations of the Borrower or of the Guarantor under the Security Documents;

- without undue delay after they have been received — copies of any opinions relating to the Financial Ratios issued by auditors engaged by the Guarantor, insofar as the Guarantor makes them available to one of its other creditors; and

- without undue delay after they have been sent — copies of all correspondence with the Mandatary, acting in its capacity as the mandatary of the Federal Government and the German State Government of Brandenburg in connection with the Federal/State Guarantor Decision, the Deficiency Guaranty or this Agreement.

The Borrower shall notify the Facility Agent of the existence of an Element of Default without undue delay after learning thereof, and the Borrower shall without undue delay explain what measures it has taken or initiated in order to remedy this Element of Default.

Without undue delay following the Facility Agent’s demand, the Borrower shall deliver a confirmation, which is signed either by a managing director with sole representational authority or by two managing directors with joint representational authority or by one managing directing and registered attorney-in-fact collectively and which states that no Element of Default is continuing (or, if an Element of Default is continuing, then indicates which Element of Default is present and what measures were taken or initiated to eliminate it).

Without undue delay after the Facility Agent’s request, each Lender shall provide any and all documents and other evidence, which the Facility Agent has reasonably requested, to the Facility Agent so that the Facility Agent can engage in the “know your customer” check or other identification process which, under the rules for preventing money laundering, is required for the transactions contemplated in the Finance Documents, and in the reviews mandated under the German Banking Act or comparable foreign rules.

The Borrower shall ensure that it itself as well as the Guarantor shall — without undue delay after the request is made by the Facility Agent or a Lender — provide all documents and evidence, which the Facility Agent (for itself or for a Lender) or a Lender (or a potential new Lender) has reasonably requested, so that the Facility Agent, the Lender or the contemplated new Lender can engage in the identification measures which, under the provisions for preventing money laundering, are required for the transactions contemplated in the Finance Documents and in the reviews mandated under the German Banking Act or comparable foreign rules.

The Financial Ratios must be tested for each Audit Period by reference to the quarterly or annual financial statements of the Guarantor, which must be made available in accordance with subsection 19.1 (Financial statements and reports), as of the last day of the financial quarter. The period-base figures factored into the Financial Ratios (e.g., EBITDA) relate on a rolling basis to each preceding 12-month period.

All Financial Ratios must be calculated on the basis of the the provisions of the 15 October 2010 version of the US Credit Agreement as modified by the Amendment Agreement dated 6 May 2011.

The compliance with the Financial Ratios must also be tested and confirmed by the Guarantor on the basis of the the provisions of the 15 October 2010 version of the US Credit Agreement as modified by the Amendment Agreement dated 6 May 2011once each fiscal year by reference to the consolidated financial statements of the Guarantor certified by an independent and recognized auditor. In the event that there are any discrepancies between the calculation of the Financial Ratios on the basis of the quarterly reports and the one based on the certified consolidated balance sheet of the Borrower, then the testing based on the certified figures will control.

All accounting, reporting and consolidation principles as well as the accounting terms and concepts, which are not separately defined in this Agreement, must be construed in accordance with their meaning under the German Commercial Code (HGB) / US GAAP.

obtain, preserve and comply with the Authorizations and Approvals that are required by law or other regulations of any applicable Relevant Jurisdiction; and

and upon reasonable request made, provide to the Facility Agent certified copies of the Authorizations and Approvals, which are required by law or other regulations of an applicable Relevant Jurisdiction and

to perform its obligations under the Finance Documents;

to ensure the legal validity and enforceability of the Finance Documents; and

to continue conducting its operation in the ordinary course of its business and to construct the Production Facility FFO2 (whereby only short-term interruptions to operations and construction activities are not encompassed by the foregoing).

comply with all applicable laws and regulatory/judicial orders; and

discharge all obligations under contracts with third parties,

comply with all Environmental Laws;

obtain, preserve and ensure the compliance with all required Environmental Approvals; and

monitor the compliance with the Environmental Laws and set up the monitoring structures in order to avoid any liability under an Environmental Law,

Unless otherwise provided under paragraph c) below, the Borrower shall not create, or permit the creation of, any security in rem in its assets.

Unless otherwise provided in paragraph c) below, the Borrower shall not:

sell, transfer or otherwise conditionally relinquish possession of any assets; or

sell, transfer or otherwise surrender any receivables by way of Recourse Factoring;

Paragraphs a) and b) do not apply to:

the Transaction Security;

security provided in ordinary banking transactions by the Borrower for the purposes of netting debit and credit account balances or Quasi-Security established on current account balances including any netting and set-off agreements;

liens on bank accounts that are established under standard terms and conditions of any banks or savings banks [Sparkassen] or other financial institutions in Germany or another applicable jurisdiction, with which the Borrower has a banking relationship in the ordinary course of its business;

security or Quasi-Security provided in connection with leases (specifically security deposits) used in the Borrower’s ordinary course of business;

title retentions (for security purposes) [Eigentumsvorbehalte] and extended title retentions, which are stipulated in customary agreements with suppliers within the scope of the Borrower’s business purpose and/or under the standard terms and conditions of suppliers;

security or Quasi-Security with respect to an asset, which the Borrower purchases after today’s date, provided that:

such security or such Quasi-Security was not created in connection with the purchase of that asset;

the Borrower did not increase the nominal value of the secured liabilities in connection with or since the purchase of that asset; and

such security or such Quasi-Security is repaid or released within six months following the acquisition of that asset;

security, which is created, or must be provided, by operation of the law;

security or Quasi-Security, which was created on the basis of a judgment, a seizure or an arbitral award, irrespective of whether this constitutes a Default;

security or Quasi-Security in favor of the Customs office or the financial authorities, which must be posted under legal requirements to secure payment of any import duties and other payments in the ordinary course of business;

security created in German real property, to the extent the limitation of such encumbrance would be void pursuant to §1136 BGB; and

security or Quasi-Security, which was provided in connection with factoring transactions permitted in accordance with subsection 21.5b)(iv) (Sales/Disposals); and

security or Quasi-Security, which was provided or may continue to exist with the consent of the Majority Lenders.

Unless otherwise provided under paragraph b) below, the Borrower shall neither sell nor otherwise dispose of assets, whether in one or more transactions.

Subsection a) does not apply to sales or other disposals:

of current assets (including any cash or cash equivalents) in connection with the ordinary business activities of the Borrower;

of assets (excluding shares of companies, business units, real estate, trademarks, patents) in exchange for other assets of the same kind and of comparable or high value;

of assets (excluding shares of companies, business units, real estate, trademarks, patents), which are no longer needed for the Borrower’s business operation;

factoring transactions, which do not constitute Recourse Factoring;

and which are allowed under paragraph c) of subsection 21.4 (Negative pledges);

of real estate, if the restraint on alienation would be void under §1136 BGB;

for any payments made as consideration for a disposal or measure permitted under this Agreement and any payments to Affiliates which are permitted under this Agreement;

made with the prior consent of the Majority Lenders; and

of assets (excluding shares of companies, business units, real estate, trademarks, patents), for which the market value or the consideration paid, whichever is higher, does not exceed a total amount (for all sales and disposals that are not allowed under the foregoing subparagraphs (i) through (vii)) of EUR 10,000,000 (if applicable, following conversion into euro) in the Borrower’s respective fiscal year.

The Borrower shall pay the Taxes, which it owes, in a timely and punctual manner (in accordance with any payment periods granted), unless

there are grounds for disputing the tax liability;

an adequate provision has been set aside for such Taxes and for the costs of the proceedings and any such provision has been recorded in the financial statements delivered to the Facility Agent pursuant to subsection 19.1 (Financial statements and reports); and

a non-payment or late payment of such Taxes would not lead to a Material Adverse Change.

The Borrower will keep its tax domicile in the Federal Republic of Germany.

adopt resolutions authorizing the payment of, or pay, dividends or other distributions or other payments (or interest on unpaid dividends, distributions or other payments) (whether in cash or in kind) with respect to, its share capital or its shares;

distribute or pay out dividend reserves or premiums or undertake other distributions of earnings, capital accounts or reserves;

pay management, advisory or other fees to or for the benefit of shareholders or affiliates of the Guarantor; or

reduce share capital, dissolve capital reserves, cancel shares, buy back shares or adopt resolutions with respect thereto.

Except as provided in paragraph b) below, the Borrower shall not incur, or allow to remain outstanding, any Financial Indebtedness.

Paragraph a) does not apply to:

Financial Indebtedness under the Finance Documents;

Financial Indebtedness, which is created as a result of a measure allowed under subsection 21.12 (Grant of loans) or a guaranty or security in personam (third party credit support) allowed under subsection 21.15 (No guarantees or indemnities);

Financial Indebtedness, which is allowed under subsections 7.1c)(ii) or 7.9d)(ii);

Financial Indebtedness owed to Affiliates;

Financial Indebtedness, which is allowed under subsection 21.21 (Hedging Transactions)

other Financial Indebtedness, which is not allowed under the foregoing subparagraphs (i) through (v), but which at no time exceeds the total amount of EUR 10,000,000; and

Financial Indebtedness, which was incurred with the consent of the Majority Lenders.

Except as provided in paragraph b) below, the Borrower shall not grant any loans or engage in any transactions for the economic purpose of granting a loan.

Paragraph a) does not apply to:

any agreement to extend the payment terms in the course of business relating to the sale and production of solar modules by up to one hundred and eighty (180) days;

prepayments in the course of business relating to the sale and production of solar modules, but no earlier than one hundred and eighty (180) days before their due date;

granting loans to Affiliates insofar as a dividend in the same amount would have been permissible in accordance with section 21.12 (Dividends, distributions and share buybacks);

other loans, which at no time exceed the total amount of EUR 10,000,000; and

the grant or extension of loans with the consent of the Majority Lenders.

Except as provided in paragraph b) below, the Borrower shall not incur, or allow to remain outstanding, any guarantees, suretyships [Bürgschaften] or other security in personam provided to support the obligations of another person (not even for an Affiliate).

Paragraph a) will not apply to the following security in personam:

security in personam, which is based on Finance Documents;

warranties, guarantees on characteristics, indemnities and other liabilities, which are provided in customary sales documentation for any sale or disposal allowed under subsection 21.5 (Sales/Disposals) and which are assumed in a customary form, subject to customary restrictions and in a form considered customary for such transaction;

guarantees, suretyships or other guarantee-like promises made by the Borrower, which are intended to guarantee the performance duty that is owed by the Borrower under a contract and incurred in the course of its ordinary business dealings;

endorsed negotiable instruments executed in the ordinary course of business;

other security in personam, which at no time exceeds a total amount of EUR 10,000,000; or

security in personam, which was granted with the consent of the Majority Lenders.

Except as permitted under paragraph b) below, the Borrower shall not, without the consent of the Majority Lenders,

acquire the shares of a company or business operation, or participate therein;

invest or otherwise participate in, or acquire the shares of, any Joint Ventures; or

transfer or loan-out assets to a Joint Venture or grant a guarantee, suretyship or other indemnity, security or Quasi-Security to support the liabilities of a Joint Venture or, in any other manner, preserve the solvency of a Joint Venture or supply of working capital to a Joint Venture (in each case including the Group’s Joint Ventures existing at the time of this Agreement).

Paragraph a) does not apply, to the extent that:

the acquisition involves registered shell companies (Mantelgesellschaften) or shares of other companies that engage in the business of producing or selling solar modules and operating solar facilities or, as the case may be, in closely related fields connected to the solar industry; and

the Borrower’s potential liability under a piercing the corporate veil theory has been excluded, either contractually or by law, to the extent such liability has not been expressly allowed under this Agreement.

must maintain the validity of the Industrial Property Rights that are necessary for its business (specifically operating the Production Facility FFO2);

must take reasonable steps to prevent any infringement of the Industrial Property Rights;

must make all registrations and pay all fees and Taxes that are necessary to maintain its Industrial Property Rights and must record its entitlement to those Industrial Property Rights;

must ensure that its Industrial Property Rights are not used in a way that could have a material adverse effect on the existence or value of the Industrial Property Rights or that could imperil the right of any Group Company to use such Industrial Property Rights; and

may not discontinue the use of its Industrial Property Rights;

at any time during normal business hours even without prior notice in the event that there is an Element of Default; and

during normal business hours and following prior consent of at least 5 Business Days, but no more than twice per calendar year in order to avoid unreasonable disruptions to business operations, in the event that such access is fairly demanded by the Facility Agent or the Security Agent, but only as long as no Default or Potential Default persists,

Unless otherwise permitted in paragraph b), the Borrower shall not allow any newly formed company or acquired shell company to commence business activities or to manage assets.

Paragraph a) does not apply, to the extent that:

the companies, which are formed or whose business operations are commenced, are companies that engage in the business of producing and selling solar modules and operating solar facilities or, as the case may be, in closely-related fields with connections to the solar industry; and

the Borrower’s potential liability under a piercing the corporate veil theory has been excluded, either contractually or by law, to the extent such liability has not been expressly allowed under this Agreement.

EUR 30,000,000; or

the sum of all claims, which are held by all of the Finance Parties and which are still outstanding under this Agreement, less the positive account balance available on the Debt Service Reserve Account.

The funds provided by the Facility are used for purposes other than those described in section 3 (Purpose).

The Borrower or the Guarantor breaches other Finance Document provisions that are not listed in subsection 22.1 (Non-payment) and subsection 22.2 (Financial ratios).

A Default pursuant to the foregoing paragraphs a) and b) will not be deemed to occur, if the breach can be cured and is cured within fifteen (15) Business Days after the Facility Agents give the Borrower notice of the breach or from the date the Borrower learns of the breach, whichever is sooner.

A representation or statement [Feststellung], which is contained in the Finance Documents and which was made, or is deemed to have been made, by the Borrower or the Guarantor, is or proves to be incorrect or misleading.

A Default in accordance with the foregoing paragraph a) will not be deemed to occur, if the breach can be cured and is cured within fifteen (15) Business Days after the Facility Agents give the Borrower notice of the breach or from the date the Borrower learns of the breach, whichever is sooner.

Any Financial Indebtedness of the Borrower or of the Guarantor is not paid when due or within the originally applicable grace period.

Any Financial Indebtedness of the Borrower or of the Guarantor is declared to be, or otherwise becomes, due and payable prior to its specified maturity as a result of a Default (however described, including a contractual breach).

Any commitment for any Financial Indebtedness of the Borrower or of the Guarantor is revoked, reduced or suspended by the creditor as a result of a Default (however described, including a contractual breach).

Any creditor of the Borrower or of the Guarantor is entitled to declare a Financial Indebtedness due and payable prior to its specified maturity (however described, including a contractual breach) as a result of a Default.

No Default will be deemed to occur in accordance with this subsection 22.5, if with respect to

the Borrower, the aggregate sum of all Financial Indebtedness under the foregoing paragraphs a) through d) is less than EUR 5,000,000 (if applicable, following conversion into euro); or

the Guarantor, the aggregate amount of the Financial Indebtedness under the foregoing paragraphs a) through d) is less than USD 20,000,000 (if applicable, following conversion into euro).

The Borrower

is unable to pay its debts as they fall due within the meaning of § 17 (Inability to Pay Current Debts) of the Insolvency Code (InsO);

is over-indebted within the meaning of § 19 InsO (Over-Indebtedness);

suspends payments towards its liabilities in general or announces such course of action; or

due to current or threatened financial difficulties, commences negotiations with one or more major creditors with respect to restructuring or rescheduling its indebtedness (even partial).

The Guarantor is unable to pay its debts as they fall due or gives notice of such inability, suspends payments towards its liabilities or, due to current or threatened financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling its indebtedness.

A moratorium is declared with respect to any indebtedness of the Borrower or of the Guarantor. If a moratorium occurs, the ending of the moratorium will not remedy any Default caused by that moratorium.

a suspension of payments, a moratorium of indebtedness, liquidation, dissolution or restructuring (by way of voluntary arrangements, scheme recommendations, bankruptcy plan or similar measures) or another settlement or arrangement is made with creditors in each case with a view towards avoiding insolvency of the Borrower;

a decision by the shareholders or managing directors to file a petition for insolvency;

the filing of a petition for insolvency with the competent insolvency court, unless the petition was filed by a third party creditor, is contested on reasonable grounds (to be furnished to the Facility Agent) and is withdrawn or rejected within twenty (20) Business Days;

protective measures as taken by a court pursuant to § 21 InsO;

an order to commence insolvency as issued pursuant to § 27 InsO; or

the appointment of a preliminary insolvency administrator, an insolvency administrator, a special custodian [Sachwalter] or a comparable administrator.

It is or becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under the Finance Documents.

A Finance Document or a provision contained therein becomes invalid, except for the factual situations referenced in the Legal Reservations, and that invalidity materially and adversely prejudices (either alone or cumulatively) the interests of the Lender under the Finance Documents, or one of the items serving as the Transaction Security loses its lawfulness, validity, binding effect or enforceability or a party to a Finance Document (with the exception of a Finance Party) alleges such invalidity.

The Borrower or the Guarantor refuses to perform a material obligation under a Finance Document, announces its intention not to perform, or seeks to formally rescind (void) a Finance Document.

Litigation, arbitration or other proceedings or investigations are commenced in relation to the Borrower, its assets, the Finance Documents or any legally binding transactions contained therein, and the Borrower is reasonably likely not to prevail in those proceedings and investigations, and if it indeed does not prevail, those proceedings and investigations will, with reasonable likelihood, lead to a Material Adverse Change.

The Borrower fails to satisfy an enforceable judgment or arbitral award or a regulatory order, or it otherwise averts compulsory enforcement, and the aggregate amount of the payments required to satisfy such obligations or expenditures exceeds EUR 2,500,000 (if applicable, following conversion into euro) and is not paid within fifteen (15) Business Days.

refuse any additional Utilization under the Facility;

terminate all or some of the Commitments, which will immediately extinguish them;

accelerate all Loans, together with all accrued interest, as well as all other payments still outstanding under the Finance Documents, either in whole or in part with immediate effect, which will render such payments immediately due and payable; or

exercise all rights, remedies, powers of attorney and its discretion under the Finance Documents, including the enforcement of any Transaction Security in accordance with the terms and conditions of the Security Documents or shall direct then Security Agent to do so.

Each Finance Party (with the exception of the Facility Agent):

hereby appoints the Facility Agent to act as its representative in connection with the Finance Documents;

authorizes the Facility Agent to exercise all rights, powers and discretionary decisions, which were granted to it under or in connection with the Finance Documents or which are related thereto; and

hereby exempts the Facility Agent from the self-dealing restrictions of § 181 BGB and from similar limitations under any other applicable law, to the extent this is legally possible for the Finance Party in question. If, based on its articles of association, a Finance Party does not have the authority to grant an exemption from § 181 BGB (or from similar limitations under other laws), then it shall inform the Facility Agent thereof.

The Facility Agent is authorized to grant substitute powers of attorney. If the Facility Agent grants a substitute power of attorney, then it will be authorized to exempt the substitute agents from the self-dealing restrictions under § 181 BGB (or from similar limitations under other laws).

Subject to the provision under paragraph b) below, the Facility Agent shall without undue delay forward to another Party the original or copy of any document, which it has received on that Party’s behalf from another Party.

Notwithstanding the provisions under subsection 28.5 (Transfer procedure), paragraph a) will not apply to Transfer Certificates.

Unless specifically provided otherwise in a given Finance Document, the Facility Agent will not be obligated to review the documents, which it forwards to another Party, or to assess their reasonableness, completeness or accuracy.

If the Facility Agent:

in referencing this Agreement, receives from a Party a notice describing the circumstances of an Element of Default and is informed that they constitute an Element of Default; or

learns of the non-payment of nominal amounts, interest or fees or other costs, which are owed to a Finance Party (with the exception of the Administrative Parties) under this Agreement,

The Facility Agent will have only those duties that are expressly stipulated in the Finance Documents. These duties are merely of a technical and administrative nature.

The Facility Agent is under no obligation to monitor or research whether an Element of Default has occurred. It may not be assumed that the Facility Agent has knowledge that an Element of Default has occurred.

No provision under this Agreement shall be construed as an appointment of the Facility Agent or the Arranger to act as fiduciary or trustee [Treuhänder] for another Party. No Administrative Party will owe a financial or commercial duty of care [Vermögensfürsorgepflicht] to another person.

Neither the Facility Agent nor the Arranger is under any obligation to account to the other Finance Party about an amount defined for its invoice or the gain it may derive therefrom.

The Facility Agent may:

rely on any representation, notice or document which it considers to be genuine, true and duly signed by a person with signing authority; and

rely on any statement, which is given by a managing director, authorized signatory or employee of a person with respect to matters, about which it may be assumed, upon reasonable assessment, that those matters fall within that person’s sphere of knowledge or that they could have been reviewed by such person.

To the extent that it has not, in its capacity as agent for the Lender, received any notice to the contrary, the Facility Agent may assume that

no Element of Default has occurred, unless it has actual knowledge of a non-payment pursuant to subsection 22.1 (Non-payment);

neither a Party nor the Majority Lenders have exercised their rights, powers or discretion; and

each notice or inquiry made by the Borrower (with the exception of the Utilization Request) has also been also given for the other Group Companies with their knowledge and consent.

The Facility Agent may retain, pay and rely on attorneys, auditors, experts and other advisors.

The Facility Agent may discharge its responsibilities under the Finance Documents through employees and representatives.

The Facility Agent is entitled, in its discretion, to forward to each Party under this Agreement any information, which it can fairly assume was received by it in its role as agent under this Agreement.

Above all, the Facility Agent may, in its discretion, disclose the identity of a Lender in Default to the Lenders and the Borrower. If the Majority Lenders or the Borrower demand that it make a disclosure, then it will be obligated to do so.

Notwithstanding any other provisions under this Agreement, the Facility Agent and the Arranger may elect not to act (including disclosing information) if, in their opinion, such an act would lead to a violation of a law, a regulation, its financial or commercial duties of care or confidentiality obligations or to prosecution and may take any and all action which, in their opinion, is necessary or conducive for complying with all laws, regulations, financial or commercial duties of care or confidentiality obligations.

The Facility Agent is not obligated to provide a Finance Party with information concerning the interest rate that is communicated by a Lender pursuant to subsection 0 (Market disruption) a) (ii).

Unless otherwise provided in a Finance Document, (i) the Facility Agent must exercise all rights, powers and discretionary decisions, to which it is entitled as Facility Agent, in accordance with any directives issued by the Majority Lenders or, as the case may be, refrain from such exercise and (ii) the Facility Agent will not be held liable for any acts or omissions, which result from a directive issued by the Majority Lenders.

Unless otherwise provided in a Finance Document, all instructions given by the Majority Lenders will be binding upon all Lenders.

Before executing an instruction, the Facility Agent may request that the Lenders provide adequate security to cover the possible costs, expenses, damages or liabilities (including any value added tax that may apply), which could arise in connection with fulfilling the instruction, and may refrain from executing an instruction of the Majority Lenders (or, if applicable, all Lenders) until it has received the security it requested.

In the absence of any directives from the Majority Lenders (or, if applicable, all Lenders), the Facility Agent may act, or refrain from acting, in the putative best interests of the Lenders.

The Facility Agent is not authorized, without the consent of the relevant Lender, to represent that Lender in any judicial or arbitral proceedings in connection with the Finance Documents.

for the reasonableness, accuracy and/or completeness of any information (whether provided orally or in writing) which is furnished by an Administrative Party, a Group Company or any other person pursuant to or in connection with a Finance Document or the Information Package;

for the lawfulness, validity, effectiveness, reasonableness or enforceability of a Finance Document, a Transaction Security or other contract, agreement or document which was signed or assumed in anticipation of, or in connection with, a Finance Document or a Transaction Security; and

for determining whether the information, was or will be made available to a Finance Party, was non-public information, the use of which is restricted or limited by law or under the rules on insider trading or similar provisions.

Notwithstanding paragraph b) below, an Administrative Party will be held liable for breaching duties in connection with the Finance Documents or the Transaction Security only if such breach was the result of an intentional act or omission and gross negligence.

With the exception of the Facility Agent, no Party to this Agreement may institute any proceedings against a governing body, an employee or an agent of the Facility Agent with respect to a claim, to which it is entitled and which is based on an act or omission of such person in connection with a Finance Document, and each governing body, employee or agent of the Facility Agent will be entitled under this subsection 23.9 to its own claim in accordance with § 328 (1) BGB (true third party beneficiary contract).

The Facility Agent will not be liable for any delays (or the related consequences thereof) in crediting an account with funds that must be paid by the Facility Agent under a Finance Document, provided that the Facility Agent had taken, as soon as possible, all steps necessary to comply with the rules or procedural regulations of a recognized clearing or payment system used by the Facility Agent for this purpose.

No Administrative Party will be obligated to administer any identification duties or other obligations under the applicable money laundering laws on behalf of another Finance Party, and each Lender confirms to the Administrative Parties that it alone is responsible for implementing such procedures and that it may not rely on the information from the Administrative Parties regarding such inspections.

Each Lender shall, in accordance with its Pro Rata Share and within three (3) Business Days from receipt of the corresponding request, indemnify each Agent with respect to, and hold each Agent harmless from, any and all costs and damages which such Agent incurs in its capacity as Agent under the Finance Documents (except in the event of an intentional act or omission and gross negligence on the part of the respective Agent and only to the extent that the relevant Agent was not indemnified by the Borrower under the terms of a Finance Document).

To the extent that the Lender’s claims under the Finance Documents are satisfied by utilizing the Deficiency Guarantee, the respective Lenders will remain liable to the Agents within the scope set forth under this subsection 23.10 (Liability release), as if no such satisfaction has occurred. This will also apply to the extent that the State Guarantor subrogates to the Lender’s receivables or otherwise becomes a Party to a Finance Document.

The Facility AGENT may resign and name as its successor one of its Affiliates upon notifying the other Finance Parties.

The Facility Agent may also resign by notifying the Lender and the Borrower without naming a successor. In that case, the Majority Lenders (after conferring with the Borrower) may stipulate a successor.

If, within thirty (30) days after notification of the resignation, no successor has been named by the Majority Lenders, then the resigning Facility Agent (after conferring with the Borrower) may name a successor.

The resigning Facility Agent must furnish all documents and written materials to its successor and provide support to the extent that the successor can fairly demand such support in order to perform its role as the Facility Agent under the terms of the Finance Documents. If the resigning Facility Agent is an Impaired Facility Agent, then it must provide such support at its own expense.

The resignation of the Facility Agent will not become effective until its successor has been appointed.

As soon as its successor is appointed, the resigning Facility Agent (subject to paragraph d) above) will be released from all further obligations under the Finance Documents. Nevertheless, the provisions under this subsection 23 (Syndication Agreement) will continue to apply to its benefit. The rights and duties between the successor and each other Party will then be the same as the rights and duties that would have existed between them had the successor been a Party to this Agreement at the time it was signed.

After conferring with the Borrower, the Majority Lenders may demand that the Facility Agent resign in accordance with paragraph b) above and may in that case determine a successor directly. The Facility Agent shall honor this request as of the date of the successor appointment stipulated by the Majority LENDERS.

The Borrower agrees to indemnify and hold harmless the Finance Parties with respect to the costs and expenses which they incurred in connection with this subsection 23.11 (Resignation of the Facility Agent).

With respect to its actions as representative of the Finance Parties, the competent department of the Facility Agent will be treated as an organizational unit that is separate and distinct from the Facility Agent’s other units and departments.

Any information, which another department of the Facility Agent has received, will be deemed confidential information of the effected department, and the Facility Agent shall be deemed not to have had any notice thereof.

Each Agent may treat any person, who at the commencement of a business day (as defined at the place, which the Facility Agent has indicated to the Finance Parties is its principal place of business) is listed as a Lender in its documents, as a Lender with a relevant facility Office and may assume that it is authorized to take receipt of any notice, application, document or communication, which is made on that day in accordance with the Finance Document, and to handle them accordingly or make a decision or determination, until it is notified by the relevant Creditor otherwise with at least five (5) Business Days prior notice and in accordance with the terms and conditions of this Agreement.

Each Lender shall provide the Facility Agent with the information required to calculate the Mandatory Costs.

The Facility Agent must maintain a list of all Parties and must provide each Party with a copy of this list upon their request. The list will include the Facility Office of each Lender as well as its address for purposes of this Agreement.

Each Lender may, upon giving notice to the Facility Agents, appoint for itself an authorized recipient for purposes of the Finance Documents and therefore any related written materials, information, notices and documents. This notice must contain the address, fax number and (if communication is handled via email or other electronic mail under subsection 33.1 (Communications in writing)) e-mail addresses and/or any other information that is required in order to send and receive information by such means (as well as the persons or departments to whose attention it should be sent). Any such notice shall be deemed to replace the information, which the relevant Lender made for purposes of subsection 33.2 (Addresses for communications), and the Facility Agent may treat such persons as being an authorized recipient to the same extent as the Lender in question.

If an Administrative Party is also a Lender, then it will have the same rights and powers under the Finance Documents as any other Lender and may exercise such rights and powers as if it were not an Administrative Party.

the financial conditions and affairs of the Borrower, Guarantor and each Group Company;

the lawfulness, effectiveness, reasonableness or enforceability of the Finance Documents and the Transaction Security or any other contract, agreement or document, which was signed or assumed in anticipation of, or in connection with, a Finance Document or Transaction Security;

the question of whether and — if yes — to what extent it would be entitled as a secured party to have recourse against a Party or its assets pursuant to or in connection with the Finance Documents, the Transaction Security or the other contracts, agreements or documents, which were signed or assumed in anticipation thereof or in connection therewith;

the reasonableness, accuracy and/or completeness of the Information Package, the application documentation for the Deficiency Guaranty and any other information, which was made available by an Administrative Party, a Party or any other person pursuant to or in connection with the Finance Documents, the transactions contemplated therein or other contracts, agreements or documents, which were signed or assumed in anticipation thereof or in connection therewith;

the identification and other duties imposed under the applicable money laundering laws; and

the ownership status in, and a person’s power of dominion over, the Transaction Security, the appraisal or reasonableness thereof, the ranking of the Transaction Security or any existing encumbrances of the Transaction Security caused by security interests.

hereby appoints the Security Agent as its trustee, representative and authorized agent and hereby irrevocably authorizes the Security Agent (with the right to delegate this authority) to administer and execute the rights of the Finance Parties vis-à-vis the Borrower and the Guarantor and among Finance Parties arising from the Transaction Security (including the creation, amendment, supplementation, maintenance and release of the Transaction Security as well as all acts in connection with the registration and deregistration);

hereby authorizes the Security Agent to undertake all tasks expressly assigned to the Security Agent in the Security Documents and in the other Finance Documents and thus all directly and indirectly associated tasks and necessary or beneficial acts, to deliver declarations and exercise rights; and

hereby exempts the Security Agent from the self-dealing restrictions of § 181 BGB and similar restrictions under other applicable law, provided that this is legally possible for the relevant Finance Party. If any Finance Party, based on its articles of association internal rules of procedure, is not authorized to grant an exemption from § 181 BGB (or similar limitations under other legal systems), it shall inform the Security Agent thereof.

hold and administer non-accessory Transaction Security (including certain “equitable” liens [Sicherungseigentum] and claims and rights assigned as security) in its own name but for the account of the Finance Parties;

hold accessory Transaction Security (including liens [Pfandrechte] and suretyships) in its own name (with reference to its own rights under the Finance Documents particularly also section 24.13 (Abstract acknowledgment of debt)) and administer these forms of security in its own name and in the name of the Finance Parties for the account of the Finance Parties; and

provide electronic copies of the Security Documents to the other Finance Parties on request for independent review.

shall act in accordance with the instructions issued by the Majority Lenders or, if so instructed by the Majority Lenders, shall refrain from exercising the rights and powers to which it is authorized as Security Agent;

may rely on the fact that the (i) instructions of the Facility Agent or some or all of the Lenders meet the terms and conditions of the Finance Documents and (ii) that the instructions have not been cancelled, unless it has received such a cancellation;

is entitled to request instructions or clarification of any instructions from the Majority Lenders as to whether and how it should exercise its rights, powers and discretion, or refrain therefrom, and it may refrain from action until it receives such instructions or clarifications;

shall, within its discretion to exercise its rights or powers under this Agreement, in cases where it has not received any instruction from the Majority Lenders with respect to the exercising of its discretion, exercise its discretion taking into account the interests of all Finance Parties;

is entitled in its sole discretion to forward to each Party to this Agreement all information, which it can fairly assume it received as an agent under this Agreement;

is entitled but not obligated to exercise all control and administration rights resulting under the Security Documents in its own name; and

may place proceeds from the realization of security into short-term interest-bearing investment, but shall return these as soon as possible to the Finance Parties pursuant to this Agreement.

if this Agreement contains a provision to the contrary;

if this Agreement obligates the Security Agent to take a specific course of action; or

with respect to provisions protecting the Security Agent’s own interests (as opposed to its role as Security Agent for the Finance Parties), including sections 24.7 (Discretion of the Security Agent) to 24.19 (Set-off by the Security Agent).

The Security Agent is not entitled to represent a Lender in court or arbitration proceedings in connection with the Finance Documents without the prior consent of the affected Lender. This subsection a) shall not apply to court or arbitration proceedings concerning the validity, maintenance or protection of the rights resulting under the Security Documents or the enforcement thereof.

Every Lender shall provide the Security Agent with any information needed or requested for the performance of its tasks.

The Security Agent may:

assume, unless the Facility Agent informs it otherwise, that (i) no Default has occurred and the Borrower and the Guarantor are in compliance with all terms and conditions of the Finance Documents, and (ii) no Party or the Majority Lenders have exercised their rights, authorizations or discretion;

assume, when he receives instructions with respect to the realization as per section 24.15 (Realization or sale of Security), that the conditions necessary under the Finance Documents to execute these instructions have occurred;

engage, pay and rely on auditors, experts, tax consultants or other consultants (including consultants who work for another Party) whose advice or services it deems necessary or desirable at that time;

rely on an assurance, notification or document, which it deems to be genuine, correct and signed by an authorized signatory;

rely on a declaration issued by a managing director, authorized signatory or employees of a person with respect to matters which it can be reasonably assumed fall into the sphere of knowledge of such person or could be verified by that person;

discharge its tasks under the Finance Documents through employees and representatives; and

prior to carrying out an instruction (including prosecution or the institution of court proceedings in connection with the Finance Documents) or any other measure indicated by the Majority Lenders, request the provision of sufficient security to it with respect to potentially incurring costs, expenditures, damages or liability, and may abstain from executing an instruction of the Majority Lenders (or, if applicable, all Lenders) until it receives the requested security.

Notwithstanding any other provisions of this Agreement, the Security Agent may elect not to act (including disclosing information) if, in their opinion (irrespective of the applicable law), such an act would lead to a violation of a law, a regulation, its financial or commercial duties of care or confidentiality obligations or to prosecution and may take any and all action which, in their opinion, is necessary or conducive for complying with all laws, regulations, financial or commercial duties of care or confidentiality obligations.

With the exception of the Security Agent, no Party to this Agreement may institute proceedings against a governing body, an employee or one of the authorized agents of the Security Agent with respect to a claim to which it is entitled due to an act or omission of this governing body/ person in connection with a Finance Document or a Transaction Security and every governing body, employee or authorized agent of the Security Agent is entitled to a claim pursuant to § 328 (1) BGB under this section 24.7 (true third party beneficiary contract).

should without undue delay forward to the Facility Agent a copy of every notice or every document it receives from the Borrower in connection with any Finance Document;

shall forward the original or a copy of every document to that Party on behalf of which the Security Agent received this from another Party. Except as otherwise expressly provided in any Finance Document, the Security Agent is not obligated to review the documents it forwards to another Party, nor is it obligated to examine such documents for their acceptability, completeness or correctness; and

shall without undue delay inform the Facility Agent of the occurrence of an Element of Default or if the Borrower does not comply with its obligations under the Finance Documents in a timely manner, provided the Security Agent is informed hereof by another Party.

not obligated to monitor or investigate whether (i) a Element of Default has occurred, (ii) realization measures should be taken with respect to the Transaction Security, or (iii) the Borrower is in compliance with its obligations under the Finance Documents or is in default or in breach thereof;

not obligated to render account to any other Party of any amount specified for the account of the Security Agent or of the gain resulting therefrom;

not obligated to disclose to any other Party (including the Lender) (i) confidential information or (ii) any other information, if such disclosure would result in, or the Security Agent, in its reasonable estimation, may assume that this would result in, a violation of the law or the breaching of a financial or commercial duty of care; and

not to be deemed a trustee or representative of the Borrower.

shall be liable for breaches of duty under this Agreement and the Security Documents only in cases of intentional acts or omissions and gross negligence;

is not responsible for loss, devaluation or depreciation of the Transaction Security. It is liable neither for safekeeping of collateral itself, nor for safekeeping by a third party;

is not obligated to insure the collateral or to cause another person to insure it or ensure that such person comply with its obligation under the Finance Documents to obtain and/or maintain insurance coverage. It is not liable for damages incurred by any person due to the lack of or inadequacy of the insurance coverage. If the Security Agent is recorded as being an insured party in any insurance policy or if a risk coverage certificate was issued for the Security Agent, then the Security Agent shall not be responsible for damages incurred because it did not inform the insurer of a key fact concerning the insurance risk of this insurer, unless the Facility Agent requested that the Security Agent do so and the Security Agent did not comply with this request within 14 days after the receipt of the request;

is not obligated to take measures to ensure the effectiveness of the Security Documents or the provision of the Transaction Security, or to ask the Borrower or the Guarantor to take such measures;

is not obligated to register the Transaction Security, file applications, protect the order of priority, or to make notices or reports to any person regarding the conclusion of the Finance Documents or the Transaction Security;

assumes no liability for the effectiveness or enforceability of the Transaction Security or for the fact that the actual amount of the Transaction Security suffices to secure the applicable claims of the Finance Parties; and

is not obligated to verify or investigate that the Borrower is the owner of the collateral and may dispose freely thereof and is not required to ask the Borrower to rectify any potentially existing defects in the ownership structure.

The Borrower hereby agrees vis-à-vis the Security Agent by way of an abstract and independent (non-accessary) acknowledgment of debt [abstrakte Schuldversprechen] within the meaning of § 780 BGB to pay amounts to the Security Agent as an independent creditor and not as a representative of the Finance Parties; the sum and currency of such amounts shall equal the amounts owed by the Borrower to the Finance Parties under the Finance Documents if and when these amounts become due and payable.

The Security Agent has the independent right to demand and keep the complete or partial payment of amounts owed by the Borrower under this section 24.13.

Every amount due under this subsection 24.12 and owed by the Borrower to the Security Agent shall be reduced to the extent that the other Finance Parties have definitively and conclusively received payment of a corresponding amount under the other provisions of the Finance Documents, and the amounts owed under these other provisions shall be reduced to the extent that the Security Agent has definitively and conclusively received a corresponding amount under this section 24.12, whereas neither the Borrower nor the Guarantor may fulfill an obligation vis-à-vis a Finance Party through set-off or other similar defenses vis-à-vis the Security Agent.

The rights of the Finance Parties to the payment of amounts owned by the Borrower under a Finance Document are independent of one another and without prejudice to the payment claims of the Security Agent under this section 24.13.

The Security Agent is entitled to release all or some of the Transaction Security with the consent of the Facility Agent (acting, where applicable, in accordance with the reservations of consent set forth below). If Transaction Security is released under a release obligation already prior to the repayment of all secured obligations, then the consent of the Facility Agent is also required for the selection of the security to be released.

The release of Transaction Security prior to complete satisfaction of the secured claims requires (subject to the other provisions of this section 24.14) the consent of all Lenders.

The Parties to this Agreement acknowledge that an authorization is granted in individual Security Documents to dispose of certain collateral in the scope set forth in the Finance Documents. For such dispositions, no separate release or additional consent is required by the Lender in this respect. To the extent that, based on the structure of the security right, it is necessary that the Security Agent deliver a separate release declaration in this respect, no additional consent by the Lender is required.

Release requests from the Borrower are required to be in writing and must be directed to the Security Agent with a copy to the Facility Agents).

The Security Agent shall solely realize or sell the Transaction Security upon written instruction of the Facility Agent in accordance with the provisions of the Security Documents. In so doing, the Security Agent shall comply with the instructions of the Facility Agent. The Security Agent is entitled, but not obligated, to obtain instructions prior to realization negotiations. To the extent that no instructions exist, the Security Agent shall take all necessary and useful measures for the realization according to its dutiful discretion.

The proceeds from the sale or realization of Transaction Security must be distributed according to the following order of priority:

first, as a pro rata payment of the Administrative Parties’s costs and expenditures that are still owed under the Finance Documents in connection with the prosecution and enforcement of their respective claims;

secondly, as a pro rata payment of the accured interest owed under this Agreement;

thirdly, as pro rata payment of the accured amortization amounts owed under this Agreement (prinicpal); and

third, as a pro rata payment of miscellaneous amounts owed under the Finance Documents and, above all, the fees, other costs and expenditures as well as commissions owed and payable under section 11 (Fees) of this Agreement.

The Security Agent may resign and, by notice to the other Finance Parties, name one of its Affiliates as its successor.

Furthermore, the Security Agent may resign by notice to the Lender and the Borrower without naming a successor. In this case, the Majority Lenders shall appoint a successor to the Security Agent.

If no successor has been appointed by the Majority Lenders within thirty (30) days after notice of resignation, then the resigning Security Agent may (after conferring with the Facility Agent) may name a successor.

The resigning Security Agent must provide all documents and records to its successor and provide enough support as can be fairly requested by the successor in order to fulfill its role as Security Agent under the Finance Documents.

The resignation of the Security Agent shall not take effect until:

the Transaction Security provided for the benefit of the Security Agent as well as all rights and obligations under this Agreement and the other Finance Documents to which the Security Agent is party have been effectively transferred to its successor.

As soon as its successor has been appointed, the resigning Security Agent (subject to the foregoing subsection d)) shall be released from all further obligations under the Finance Documents. However, the provisions of sections 23 (Syndication Agreement) and 24 (Security Pool) shall continue to apply for the benefit of the resigning Security Agent. The rights and duties between the successor and each other Party will then be the same as the rights and duties that would have existed between them had the successor been a Party to this Agreement at the time it was signed.

The Security Agent is obligated, pursuant to subsection b) above, to resign if the Majority Lenders (after conferring with the Borrower) requests it to do so.

After conferring with the Borrower, the Majority Lenders may ask the Security Agent to resign pursuant to subsection b). The Security Agent shall comply with this request.

The Borrower shall indemnify the Finance Parties for all costs and expenditures incurred by them in connection with this section 24.16 (Resignation of the Security Agent).

In reference to its acts as representative of the Finance Parties, the appropriate department of the Security Agent shall be treated as a separate organizational unit from its other units and departments.

Information received by another department of the Security Agent shall be deemed to be confidential information of the respective department and the Security Agent must be treated as having no knowledge thereof.

limit the right of a Finance Party to arrange its affairs (including Taxes) in its discretion;

obligate any Finance Party to investigate or enforce any claims for refund, abatement, relief or repayment of a Tax or the scope, priority or manner of any such claim; or

obligate any Finance Party to disclose any information relating to its own affairs (including Taxes) or any computations with respect of Taxes.

The account statements of every account maintained by a Finance Party in connection with this Agreement shall be deemed prima facie evidence [Anscheinsbeweis] as to the amount of an funds owing. Any certification or determination by a Finance Party of a rate or amount under any Finance Document shall be deemed prima facie evidence.

Unless otherwise provided hereinafter, any term of a Finance Document may be amended or waived with the consent of the Borrower and the Majority of Lenders. The Facility Agent or, with respect to the Security Documents, the Security Agent are authorized to effect written amendments on behalf of each Finance Party and to give written waivers permitted under this section 27.

Each Agent must inform the other Parties without undue delay of any amendment or waiver that Agent has effected pursuant to the foregoing paragraph a). Any such amendment or waiver will be binding on all Parties.

An amendment or waiver relating to:

the definitions of Majority Lenders in subsection 1 (Definitions);

subsection 2.2 (Finance Party’s rights and obligations);

an extension of the date for a payment to a Lender under the Finance Documents;

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or other form of payment owed to Lender under the Finance Documents;

an increase in or expansion of any Commitment or of the Total Commitment;

an extension to the Utilization Period;

the scope of the Security Documents referenced in Part II of Schedule 2 (Conditions Precedent to Disbursement) (but subject to the express exceptions stated in clause (viii));

release in part or in whole of a Transaction Security prior to satisfaction of all secured claims (with the exception of a release expressly permitted under clause 24.14 (Release of security));

any provision of a Finance Document expressly requiring the consent of all of the Lenders;

the right of a Lender to assign its rights or delegate its obligations under the Finance Documents; or

this section 27 shall be effective only with the consent of all of the Lenders.

An amendment or waiver relating to the rights or obligations of any Administrative Party shall require the consent of the Administrative Party in question.

To the extent that a Lender in Default has an available Commitment and that Commitment of the Lender in Default is required for purposes of calculating the Majority Lenders or of the percentage rate (including unanimity) of the Total Commitment in order to grant a consent, a waiver or effect an amendment or the like, then the Commitment of the Lender in Default will be reduced by the amount of its available Commitment; where such a reduction causes the Commitment of that Lender in Default to be zero, then that Lender in Default shall not be considered a Lender for purposes of calculation.

every Lender who has informed the Facility Agent that it is a Lender in Default; or