Article 9 – Tax Regimes : Lender Charges

All payments of principal, interest and ancillary expenses in favour of the Lender will be made without set off against all sums which may be due by the Lender to the Borrower and net of all duties, imposts and taxes of whatever nature, present or future, paid, recovered or withheld by any Fiscal Authority.

In the case where any laws or regulations require the Borrower to deduct from the sums due to the Lender, imposts, taxes or duties, of whatever nature, the Borrower undertakes to increase appropriately the sums due to the Lender in order for the Lender to receive in full the sums for which it is creditor under this Agreement.

Generally, the Borrower undertakes to indemnify the Lender, by way of additional interest, for any increase of charges that would result from a change in fiscal legislation after the time of the signature of this Agreement.

Article 10 – Events of Default

If any of the following event occurs :

a) the Borrower does not pay into the bank account of the choice of the Lender on its due date, any amount of principal, interest or ancillary expenses due by virtue of this Agreement; or

b) the Borrower does not respect any other undertaking given by virtue hereof and this breach is not remedied within 15 business days following the request from the Lender to perform the said obligation; or

c) the Borrower ceases to carry on its business, declares a suspension of payments or a state of bankruptcy, benefits or is subject to a reorganization judgment, declares a moratorium or such other similar measure is taken, or the Borrower applies for the appointments of a liquidator, receiver or administrator or similar official or seeks an administration order to adjudicate itself bankrupt or insolvent; or

d) an event occurs which has an adverse effect on the financial situation of the Borrower which leads the Lender to conclude that the Borrower cannot fulfil its obligations under this Agreement; or

e) the Borrower does not pay on its due date any sum whatever due by virtue of an obligation other than those under this Agreement or the Borrower is obliged to repay before its normal maturity date another loan by reason of any breach whatsoever on its part of the terms of the contract relating thereto; or

f) any declaration made by the Borrower or any statement or declaration signed by a representative of the Borrower or delivered under this Agreement is shown to be or becomes untrue,

then,

the Lender may, by written notification to the Borrower, declare all sums due under this Agreement in principal, interests and ancillary expenses, immediately due and payable and the obligations of the Lender under this Agreement will terminate immediately.

Without prejudice to the above provisions, the Borrower will indemnify the Lender against any loss or expenses that the latter incurs or has to undertake as a result of any event of default as described above.

Article 11 – Penalty Clause

If the Borrower fails to pay any sum payable hereunder on a due date, it shall pay interest without demand on the overdue amount until actual payment (whether before or after judgment) at a rate of 2 % over the interest rate of the previous interest period.

Such interest, if not paid, shall itself be considered as an unpaid amount. The Borrower will further reimburse the Lender against any reasonable loss or expenses that the Lender may sustain or incur as a consequence of a late payment.

Without prejudice to the foregoing, the Borrower shall indemnify the Lender against any loss or expenses which he may sustain or incur as a consequence of the late payment, including but not limited to any interest payable by him in order to fund the amount in respect of which default has been made.