TERMS AND CONDITIONS FOR. MATSOROWER AB (pubi)) SEK 150,000,000 SENIOR SECURED FIXED RATE NOTES ISIN: SE

Transcription

1 TERMS AND CONDITIONS FOR MATSOROWER AB (pubi)) SEK 150,000,000 SENIOR SECURED FIXED RATE NOTES ISIN: SE No action is being taken that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Notes in any jurisdiction other than Sweden, where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions. ISSUE DATE 9 FEBRUARY 2016

2 CONTENTS 1 DEFINITIONS AND CONSTRUCTION.3 2 STATUS OFTHENOTES 13 3 USEOFPROCEEDS 14 4 CONDITIONS FOR THE NOTE LOAN 14 5 NOTES IN BOOK-ENTRY FORM 14 6 RIGHT TO ACT ON BEHALF OF A NOTEHOLDER 15 7 PAYMENTS IN RESPECT OF THE NOTES 16 8 INTEREST 17 9 REDEMPTION AND REPURCHASE OF THE NOTES TRANSACTION SECURITY INFORMATION TO NOTEHOLDERS GENERAL UNDERTAKINGS ACCELERATION OF THE NOTES DISTRIBUTION OF PROCEEDS DECISIONS BY NOTEHOLDERS NOTEHOLDERS MEETING WRITTEN PROCEDURE AMENDMENTS AND WAIVERS APPOINTMENT AND REPLACEMENT OF THE AGENT APPOINTMENT AND REPLACEMENT OF THE ISSUING AGENT APPOINTMENT AND REPLACEMENT OF THE CSD NO DIRECT ACTIONS BY NOTEHOLDERS PRESCRIPTION NOTICES AND PRESS RELEASES FORCE MAJEURE AND L1MITATION OF LIABILITY GOVERNING LAW AND JURISDICTION 44 2 (44)

3 DEFINITIONS AND CONSTRUCTION 1.1 Definitions In these terms and conditions (the Terms and Conditions ): Account Operator means a bank or other party duly authorised to operate as an account operator pursuant to the Financial Instruments Accounts Act and through which a Noteholder has opened a Securities Account in respect of its Notes; Accounting Principles means the international financial reporting standards (IFRS) within the meaning of Regulation EC (or as otherwise adopted or amended from time to time); Accrued PIK Interest means at any time the sum of the PIK Interest accrued on each Note during all Interest Periods preceding such time, less an amount equal to the PIK Interest accrued on that Note and which has been paid in connection with a partial redemption of that Note pursuant to Clause 9 (Redemption and Repurchase of the Notes); Adjusted Nominal Amount means the Total Nominal Amount less the Nominal Amount of all Notes owned by Oscar Properties or a Restricted Company, irrespective of whether such person is directly registered as owner of such Notes; Agent means Nordic Trustee & Agency AB (publ), reg. no , or another party replacing it, as Agent, in accordance with these Terms and Conditions: BRF means a cooperative building society (Sw. bostadsrättsförening); BRF Innovationen means the BRF which, directly or indirectly, acquires Innovationen from the Issuer or any other entity controlled, directly or indirectly, by Oscar Properties; BRF Riddaren means the BRF which, directly or indirectly, acquires Riddaren from the Riddaren SPV or any other entity controlled, directly or indirectly, by Oscar Properties; BRF Vegalotten means Bostadsrättsföreningen Vegalotten, reg. no ; Business Day means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (Sw. midsommarafton), Christmas Eve (Sw. julafton) and New Year s Eve (Sw. nyårsafton) shall for the purpose of this definition be deemed to be public holidays; Business Day Convention means the first following day that is a Business Day, Cash Interest has the meaning set forth in Clause 8.1 ; 3 (44)

4 Cash Margin means five (5) per cent per annum; Change of Control Event means (i) the occurrence of an event whereby Oscar Properties ceases to, directly or indirectly, hold and control one hundred (100) per cent of all issued and outstanding shares of the Issuer or any other Restricted Company, or (ii) where any person other than Oscar Properties or a Restricted Company has the right to, directly or indirectly, appoint or remove the whole or a maj ority of the directors of the board of directors of the Issuer or any other Restricted Company, or (iii) any other event whereby any person other than an entity within the Oscar Properties Group would obtain control of the Issuer or any other Restricted Company; For the purposes of this definition, a sale, transfer or disposal of the issued and outstanding shares in a Restricted Company to a BRF or where a BRF has the right to, directly or indirectly, appoint or remove the whole or a maj ority of the directors of the board of directors of a Restricted Company shall not be regarded as a Change of Control Event; CSD means the Issuer s central securities depository and registrar in respect of the Notes, from time to time, initially, Euroclear Sweden AB, Swedish Reg. No , P.O. Box 191, Stockholm, Sweden; CSD Regulations means the CSD s rules and regulations applicable to the Issuer, the Agent and the Notes from time to time; Development Agreement means the development agreement (Sw. exploateringsavtal) regarding transfer of land within Hagastaden, Norrmalm, part of the property Vasastaden 1:118 (the blocks Helix and Innovationen) dated 12 June 2014 between the municipality of Stockholm and the Irinovationen SPV; Development Event means each of an Innovation Development Event and an Riddaren Development Event; Event of Default means an event or circumstance specified in Clause 13; Fee Agreement means the fee agreement entered into on or before the Issue Date, between the Issuer and the Agent, or any replacement fee agreement entered into after the Issue Date between the Issuer and an agent; Final Maturity Date means the date falling three (3) years from the Issue Date; Finance Documents means these Terms and Conditions, the Security Documents and any other document designated by the Issuer and the Agent as a Finance Document; Financial Indebtedness means any indebtedness in respect of (without any double counting): 4 (44)

5 (d) (e) (f) (g) (h) moneys borrowed (inciuding under any bank financing); the amount of any liability under any finance leases (a lease which in accordance with the Accounting Principles is treated as an asset and a corresponding liability); receivables sold or discounted (other than on a non-recourse basis, provided that the requirements for de-recognition under the Accounting Principles are met); any amount raised pursuant to any note purchase facility or the issue of any bond or note or similar instrument; any other transaction (including the obligation to pay deferred purchase price) having the commercial effect of a borrowing or otherwise being classified as borrowing under the Accounting Principles (other than in relation to contracting agreements (Sw. entreprenadavtal)); any derivative transactions entered into in connection with protection against, or in order to benefit from, the fluctuation in any rate or price (and, when calculating the value of any derivative transaction only the marked to market valute shall be taken into account and if any actual amount is due as a result of a termination or a close out, such amount shall be used instead); counter-indemnity obligations in respect of guarantees or other instruments issued by a bank or financial institution; and liabilities under guarantees or indemnities for any of the obligations referred to in paragraphs to (g) above; Financial Instruments Accounts Act means the Swedish Financial Instruments Accounts Act (Sw. lag (1998:1479) om kontoföring av finansiella instrument); First Call Date means 28 June 2017; Force Majeure Event has the meaning set forth in Clause 25; Group means the Issuer and its Subsidiaries from time to time (each a Company ); Group Hagasta Holding means Hagasta Holding AB, reg. no ; Helix Transaction means any transaction (inciuding, but not limited to, any sale, transfer, disposal, acquisition, borrowing, granting of Security and incorporation of a company) made, directly or indirectly, by any entity within the Oscar Properties Group in respect of the property/-ies in the block Helix to be acquired or acquired by any such entity under the Development Agreement; 5 (44)

6 Initial Nominal Amount has the meaning set forth in Clause 2; Innovationen means the real property Stockholm Innovation 1; Innovationen Completion Date means the date on which BRF Innovationen has paid the purchase price for the direct or indirect acquisition of Innovationen by (i) fulfilling all its payment obligations under any promissory note issued by BRF Jnnovationen in favour of the seller in connection with the acquisition or (ii) otherwise; Innovationen Development Event means each of the following: the Innovationen SPV has not on or prior to 31 December 2016 obtained a final and non-appealable Planning Permission (Sw. lagakraftvunnet bygglov) in respect of the Innovationen development covering the full development area permitted under the Development Agreement; BRF Innovationen has not on or prior to 31 August 2016 entered into binding pre agreements (Sw. bindande föravtal) in respect of Units in BRF Innovationen covering at least seventy (70) per cent of the Units in BRF Innovationen; and more than seventy (70) per cent of the total costs in respect of the Innovationen development are funded by application of proceeds under the Innovationen Senior Loans; Innovationen Senior Loans means the senior loans to be provided by the Senior Lender in relation to (i) the acquisition of Innovationen, and (ii) the property development to be undertaken on Innovationen; Innovationen SPV means Fastighetsaktiebolaget Hagasta, reg. no ; Insolvent means, in respect of a relevant person, that it is deemed to be insolvent, or admits inability to pay its debts as they fall due, in each case within the meaning of Chapter 2, Sections 7-9 of the Swedish Bankruptcy Act (Sw. konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with all or substantially all its creditors (other than the Noteholders) with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (Sw. lag (1996:764) om företagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation; Interest Payment Date means 31 March, 30 June, 30 September and 31 December of each year or, to the extent such day is not a Business Day, the Business Day following from an application of the Business Day Convention. The first Interest Payment Date for the Notes shall be 31 March 2016 and the last Interest Payment Date shall be the relevant Redemption Date; 6 (44)

7 Interest means the interest on the Notes caiculated in accordance with Clause 8.1 (Caiculation and payment of the Cash Interest) and in accordance with Clause 8.2 (Caiculation and payment of the PIK Interest); Interest Period means (i) in respect of the first Interest Period, the period from (but excluding) the Issue Date to (and inciuding) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and inciuding) the next succeeding Interest Payment Date (or a shorter period if relevant). An Interest Period shall not be adjusted due to an application of the Business Day Convention; Interest Rate means the sum of the Cash Margin and the PIK Margin; Interiju Funding means the SEK 150,000,000 loan advanced to the Issuer under a loan agreement dated 23 December 2015; Issue Date means 9 February 2016; Issuer means Matsorower AB (pub!), reg. no ; Issuer Upstream Note means the promissory note in the amount of SEK 150,000,000 issued by Oscar Properties in favour of the Issuer on 23 December 2015; Issuing Agent means ABG Sunda! Collier ASA, reg. no or another party replacing it, as Issuing Agent, in accordance with these Terms and Conditions and the CSD Regulations; Listing Failure Event means (i) that the Note Loan is not admitted to trading on First North Bond Market, or if such admission to trading is not possible to obtain or maintain, admitted to trading on any other MTF or on a Regulated Market, within twelve (12) months following the Issuing Date, or (ii) in the case of a successful admission, that a period of five (5) Business Days have elapsed since the Note Loan ceased to be listed or that trading in the Note Loan is suspended for a period of fifteen (15) consecutive Business Days; Loan Note means the negotiable promissory note (Sw. löpande skuldebrev) in the preliminary amount of SEK 273,114,779 issued in favour of Observatoriet Holding or order by BRF Vegalotten on 30 September 2015 and transferred to Oscar Properties by Observatoriet Holding AB on 23 December 2015; Make-Whole Amount means in relation to a Note to be redeemed prior to the First Call Date the Nominal Amount thereof together with all accrued and unpaid Interest in respect of such Note as from the date of Redemption to (and including) the First Call Date; 7 (44)

8 Market Loan means any loan or other indebtedness where an entity issues commercial paper, certificates, convertibles, subordinated debentures, bonds or other debt securities (inciuding, for the avoidance of doubt, medium term note programmes and other market funding programmes), which is or can be admitted for trading on a Swedish or foreign regulated market; MTF means any multilateral trading facility (as defined in Directive 2004/39/EC on markets in financial instruments); Nominal Amount means in respect of each Note the Initial Nominal Amount, less the aggregate amount by which that Note has been redeemed in part pursuant to Clause 9 (Redemption and Repurchase of the Notes). Nominal Interest Amount means an amount equal to the sum of (i) the Nominal Amount and (ii) the Accrued PIK Interest; Note means a debt instrument (Sw. skuidförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions; Note Loan means the loan constituted by these Terms and Conditions and evidenced by the Notes; Noteholder means the person who is registered on a Securities Account as registered owner (Sw. ägare) or nominee (Sw.förvaltare) with respect to a Note; direct Notehoiders Meeting means a meeting among the Noteholders held in accordance with Clause 16 (Noteholders Meeting); Obligor means the Issuer and Oscar Properties; Observatoriet means the real property Stockholm Vega 5; Observatoriet Completion Date means the date on which BRF Vegalotten has fulfilled all its payment obligations under the Loan Note; Observatoriet Holding means Observatoriet Holding AB, reg. no ; Oscar Properties means Oscar Properties Holding AB (pubi), reg. no ; Oscar Properties Downstream Note means the promissory note in the amount of SEK 150,000,000 issued by Hagasta Holding in favour of Oscar Properties on 23 December 2015; Oscar Properties Group means Oscar Properties and its Subsidiaries from time to time; 8 (44)

9 Parent Company Guarantee means the parent company guarantee agreement in the agreed form to be made by Oscar Properties as principal obligor (Sw. såsom för egen skuld) pursuant to which Oscar Properties will guarantee any and all claims and liabilities arising under or in connection with the Finance Documents; Permitted Indebtedness means: the Note Loan; Financial Indebtedness which is raised from any entity within the Oscar Properties Group or is constituted by Market Loans issued by the Issuer, provided in each case that such Financial Indebtedness andlor Market Loan: (i) (ii) (iii) is unsecured and subordinated to the obligations of the Issuer under these Terms and Conditions; has a final redemption date, instalment dates or redemption dates which occur after the Final Maturity Date, or, in the case of Market Loans any part thereof, according to the terms and conditions of such Financial Indebtedness, may not be repurchased by the Issuer (inciuding pursuant to a call option) prior to the Final Maturity Date; and the interest of which is not payable in cash prior to the stated maturity thereof; and Financial Jndebtedness not permitted by paragraph - but which in an aggregate amount is not at any time exceeding SEK 15,000,000 and is incurred in the ordinary course of business; PIK Interest has the meaning set forth in Clause 8.2 ; PIK Margin means five (5) per cent per annum; Planning Permission means any permission required under the Swedish planning and building act (Sw. plan-och bygglag 2010:900); Record Date means the fifth (5) Business Day prior to (i) an Interest Payment Date, (ii) a Redemption Date, (iii) a date on which a payment to the Noteholders is to be made under Clause 14 (Distribution of proceeds) or (iv) another relevant date, or in each case such other Business Day falling prior to a relevant date if generally applicable on the Swedish bond market; Redemption Date means the date on which the relevant Notes are to be redeemed or repurchased in accordance with Clause 9 (Redemption and repurchase of the Notes); 9 (44)

10 Regulated Market means any regulated market (as defined in Directive EC on markets in financial instruments); Restricted Company means each of the Issuer, Observatoriet Holding and Riddarop Holding and, until transferred to a BRF, each of the Innovationen SPV and the Riddaren SPV; Riddaren means the real property Stockholm Riddaren 5; Riddaren Completion Date means the date on which BRF Riddaren has paid the purchase price for the direct or indirect acquisition of Riddaren by (i) fulfilling all its payment obligations under any promissory note issued by BRF Riddaren in favour of the seller in connection with the acquisition or (ii) otherwise; Riddaren Development Event means each of the following: the Planning Permission (Sw. lagakraftvunnet bygglov) in respect of the Riddaren development with permission to build at least 4,500 m2 of residential area (Sw. BOA) is not in place on or before 31 December 2016; and more than seventy (70) per cent of the total costs in respect of the Riddaren development are funded by application of proceeds under the Riddaren Senior Loans; Riddaren Senior Loans means: the SEK 150,500,000 loan provided by the Senior Lender and dated 30 October 2013 and any loan made for the purpose of refinancing such loan (where the aggregate debt incurred under any refinancing loan may not exceed SEK 150,500,000); the loan agreement to be made with the Senior Lender for the purpose of providing construction financing for the development at Riddaren in an amount not exceeding seventy (70) per cent. of the budgeted construction costs for the development; Riddarop Holding means Riddarop Holding 2 AB, reg. no ; Riddaren SPV means Fastighets AB Riddaren 5, reg. no ; Secured Obligations means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or alone or in any other capacity whatsoever) of the Obligors to the Secured Parties under or pursuant to each or any of the Finance Documents and the Fee Agreement, together with all costs, charges and expenses incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Finance Documents; 10 (44)

11 Secured Parties means the Noteholders and the Agent (inciuding for its own account as Agent under the Fee Agreement); Securities Account means the account for dematerialised securities maintained by the CSD pursuant to the Financial Instruments Accounts Act in which (i) an owner of such security is directly registered or (ii) an owner s holding of securities is registered in the name of a nominee; Security means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect; Security Documents means: a first priority share pledge agreement relating to all shares in the Issuer and Riddarop Holding to be made between Oscar Properties as pledgor and the Agent, acting for the Secured Parties, as pledgee; (d) (e) a first priority pledge agreement relating to all claims and rights under the Issuer Upstream Note to be made between the Issuer as pledgor and the Agent, acting for the Secured Parties, as pledgee; a first priority pledge agreement relating to all claims and rights under the Loan Note and the Oscar Properties Downstream Note to be made between Oscar Properties as pledgor and the Agent, acting for the Secured Parties, as pledgee; the Parent Company Guarantee; and any other document guaranteeing or conferring or evidencing security for any Secured Obligation agreed by the Issuer and the Agent at any time; Senior Lender means Swedbank AB (publ), reg. no ; Subsidiary means, in relation to any person, any Swedish or foreign legal entity (whether incorporated or not), which at the time is a subsidiary (Sw. dotterbolag) to such person, directly or indirectly, as defined in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)); Subscription Agreement means the agreement pursuant to which the initial Noteholders will subscribe for the Note Loan; Swedish Kronor and SEK means the lawful currency of Sweden; Total Nominal Amount means the total aggregate Nominal Amount of the Notes outstanding at the relevant time; 11(44)

12 Transaction Security means the Security provided for the Secured Obligations pursuant to the Security Documents; Unit means a cooperative apartment (Sw. bostadsrätt); and Written Procedur& means the written or electronic procedure for decision making among the Noteholders in accordance with Clause 17 ( Written Procedure). 1.2 Construction Unless a contrary indication appears, any reference in these Terms and Conditions to: (i) (ii) (iii) assets inciudes present and future properties, revenues and rights of every description; any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time; a regulation includes any regulation, rule or official directive, request or guideline (whether or not having the force of law but, if not having the force of law, which is generally complied with by the relevant person) of any governmental, intergovernmental or supranational body, agency, department or regulatory, seif-regulatory or other authority or organisation; (iv) a provision of law is a reference to that provision as amended or re enacted; and (v) a time of day is a reference to Stockholm time. (d) An Event of Default is continuing if it has not been remedied or waived in writing by the Agent. Reference to a person or entity being a person being controlled (inciuding the terms control, controlling, controlled by and under common control with and the like) means the possession, direct or indirect, of the power of a person or an entity to direct or cause the direction of the management and policies of an entity or person. When ascertaining whether a limit or threshold specified in Swedish Kronor has been attained or broken, an amount in another currency shall be counted on the basis of the rate of exchange for such currency against Swedish Kronor for the previous Business Day, as published by the Swedish Central Bank (Riksbanken) on 12(44)

13 its website ( If no such rate is available, the most recently published rate shall be used instead. (e) (f) A notice shall be deemed to be sent by way of press release if it is made available to the public within Sweden promptly and in a non-discriminatory manner. No delay or omission of the Agent or of any Noteholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy. 2 STATUS OF THE NOTES (d) (e) (f) The Notes are denominated in Swedish Kronor and each Note is constituted by these Terms and Conditions. The Issuer undertakes to make payments in relation to the Notes and to comply with these Terms and Conditions. By subscribing for Notes, each initial Noteholder agrees that the Notes shall benefit from and be subject to the Finance Documents and by acquiring Notes, each subsequent Noteholder confirms such agreement. The maximum aggregate nominal amount of the Notes on the Issue Date is SEK 150,000,000. Each Note is of a nominal amount of SEK 1,000,000 or full multiples thereof (the initial Nominal Amount ). Each Note is issued on a fully paid basis at an issue price of one hundred (100) per cent. of the Initial Nominal Amount. The Notes constitute direct, general, unconditional, unsubordinated and secured obligations of the Issuer and shall at all times rank pan passu and without any preference among them and at least pan passu with all other direct, unconditional and unsubordinated obligations of the Issuer, except obligations which are preferred by mandatory law and except as otherwise provided in the Finance Documents. The Notes are secured by the Transaction Security. The Notes are freely transferable but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense. No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of any document or other material relating to the Issuer or the Notes in any jurisdiction other than Sweden, where action for that purpose is required. Each Noteholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Notes. 13 (44)

14 3 USE OF PROCEEDS The Issuer shall apply the proceeds from the issue of the Notes, less the costs and expenses incurred by the Issuer in connection with the issue of the Notes towards repaying in full the Interim Funding; and otherwise towards the Issuer s or Innovationen SPV s (but no other person s) general corporate purposes as they pertain to the Innovationen development (which excludes, for the avoidance of doubt, any use of proceeds in relation to a Helix Transaction). 4 CONDITIONS FOR THE NOTE LOAN The Issuer shall provide to the Agent, on or prior to the Issue Date, the following documents and other evidence in form and substance satisfactory to the Agent (acting reasonably): (i) (ii) evidence that the issuance of the Notes has been duly authorised by the Issuer; the duly executed Finance Documents; (iii) evidence that the security granted or to be granted under the Security Documents has been duly perfected; (iv) a duly certified calculation of cost (Sw. kostnadskalkyl med intyg) in respect of BRF Innovationen; and (v) a list of all reservation contracts (Sw. bokningsavtal) in respect of BRF Innovationen. The Agent may assume that the documentation delivered to it pursuant to Clause 4 is accurate, correct and complete unless it has actual knowledge that this is not the case, and the Agent does not have to verify the contents of any such documentation. The Agent shall confirm to the Issuing Agent when the conditions in Clause 4 have been satisfied. 5 NOTES IN BOOK-ENTRY FORM The Notes will be registered to the Noteholders on their respective Securities Accounts and no physical notes will be issued. Accordingly, the Notes will be registered in accordance with the Financial Instruments Accounts Act. Registration requests relating to the Notes shall be directed to an Account Operator. 14 (44)

15 Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (Sw. föräldrabalken (1949:381), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Note shall register their entitlements to receive payment in accordance with the Financial Jnstruments Accounts Act. (d) (e) The Issuer (and the Agent when permitted under the CSD Regulations) shall at all times be entitled to obtain information from the debt register (Sw. skuidbok) kept by the CSD in respect of the Notes. At the request of the Agent, the Issuer shall promptly obtain such information and provide it to the Agent. For the purpose of carrying out any administrative procedure that anses out of the Finance Documents, the Issuing Agent shall be entitled to obtain information from the debt register kept by the CSD in respect of the Notes. The Issuer shall issue any necessary power of attorney to such persons employed by the Agent, as notified by the Agent, in order for such individuals to independently obtain information directly from the debt register kept by the CSD in respect of the Notes. The Issuer may not revoke any such power of attorney unless directed by the Agent or unless consent thereto is given by the Noteholders. The Issuer and the Agent may use the information referred to in Clause 5 and 5(d) only for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disciose such information to any Noteholder or third party unless necessary for such purposes. 6 RIGHT TO ACT ON BEHALF OF A NOTEHOLDER If any person other than a Noteholder wishes to exercise any rights under the Finance Documents, it must obtain a power of attorney or other proof of authorisation from the Noteholder or a successive, coherent chain of powers of attorney or proofs of authorisation starting with the Noteholder and authorising such person. A Noteholder may issue one or several powers of attorney to third parties to represent it in relation to some or all of the Notes held by it. Any such representative may act independently under the Finance Documents in relation to the Notes for which such representative is entitled to represent the Noteholder and may further delegate its right to represent the Noteholder by way of a further power of attorney. The Agent shall only have to examine the face of a power of attorney or other proof of authorisation that has been provided to it pursuant to Clause 6 and may assume that it has been duly authorised, is valid, has not been revoked or 15 (44)

16 superseded and that it is in full force and effect, unless otherwise is apparent from its face or the Agent has actual knowledge to the contrary. 7 PAYMENTS IN RESPECT OF THE NOTES Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Notes requested by a Noteholder pursuant to these Terms and Conditions, shall be made to such person who is registered as a Noteholder on the Record Date prior to an Interest Payment Date or other relevant due date, or to such other person who is registered with the CSD on such date as being entitled to receive the relevant payment, repayment or repurchase amount. If a Noteholder has registered, through an Account Operator, that principal, interest or any other payment shall be deposited in a certain bank account, such deposits will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Noteholder at the address registered with the CSD on the Record Date. Should the CSD, due to a delay on behaif of the Issuer or some other obstacle, not be able to effect payments as aforesaid, the Issuer shall procure that such amounts are paid to the persons who are registered as Noteholders on the relevant Record Date as soon as possible after such obstacle has been removed. If, due to any obstacle for the CSD, the Issuer cannot make a payment or repayment, such payment or repayment may be postponed until the obstacle has been removed. Interest shall accrue in accordance with Clause 8.5 during such postponement. (d) (e) (f) If payment or repayment is made in accordance with this Clause 7, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective of whether such payment was made to a person not entitled to receive such amount. The Issuer shall pay any stamp duty and other public fees accruing in connection with the Note Loan, but not in respect of any circumstances arising after the Issue Date, including but not limited to, trading in the secondary market (except to the extent required by applicable law), and shall deduct at source any applicable withholding tax payable pursuant to law. The Issuer shall not be liable to reimburse any stamp duty or public fee or to gross up any payments under these Terms and Conditions by virtue of any withholding tax, public levy or similar. 16 (44)

17 8 INTEREST 8.1 Caiculation and payment of the Cash Interest Each Note carries interest for each Interest Period from (but excluding) the Issue Date up to (and inciuding) the relevant Redemption Date with an amount equal to the Cash Margin applied to the Nominal Interest Amount (the Cash Interest ). Payment of Cash Interest in respect of each Note shall be made to the Noteholders on each Interest Payment Date for the preceding Interest Period. 8.2 Caiculation and payment of the PIK Interest In addition to the Cash Interest, a further amount of interest shall accrue on each Note for each Interest Period from (but excluding) the Issue Date up to (and inciuding) the relevant Redemption Date with an amount equal to the PIK Margin applied to the Nominal Interest Amount (the PIK Interest ). Subject to Clause 8.2 below, all Accrued PIK Interest shall be paid in full on the Fina! Maturity Date. All Accrued PIK Interest and any PIK Interest accruing during the current Interest Period shall become immediately payable if, during that Interest Period, all amounts due in respect of the Notes sha!l be immediate!y due and payable under Clause 13 (Acceleration of the Notes) or if the Notes are redeemed or repurchased in accordance with Clause 9 (Redemption and Repurchase of the Notes). 8.3 Caiculation procedure of the Nominal Interest Amount For each Interest Period, the Issuer shall caiculate and provide information on the Nominal Interest Amount as per the Interest Payment Date for the relevant Interest Period. Information on the calculation for an Interest Period sha!! be provided by the Issuer to Euroclear no later than six (6) Business Days before the relevant Interest Payment Date. 8.4 Interest Periods Interest accrues during an Interest Period. Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each and, in case of an incomp!ete month, the actua! number of days elapsed (30/360-days basis). 8.5 Default Interest If the Issuer fails to pay any amount payable by it under the Finance Documents on its due date, default interest shall accrue on the overdue amount from (but excluding) the due 17 (44)

18 date up to (and inciuding) the date of actual payment at a rate which is two (2) percentage units higher than the Interest Rate. Accrued default interest shall not be capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Agent or the CSD, in which case the Interest Rate shall apply instead. 9 REDEMPTION AND REPURCHASE OF THE NOTES 9.1 Redemption at maturity The Issuer shall redeem all, but not some only, of the outstanding Notes in full on the Fina! Maturity Date with an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest) and any other amounts due under these Terms and Conditions. If the Fina! Maturity Date is not a Business Day, then the redemption shall occur on the first following Business Day. 9.2 Purchase of Notes by Oscar Properties and the Issuer Oscar Properties and the Issuer may, subject to applicable law, at any time and at any price purchase Notes on the market or in any other way. Notes held by any of them may at their discretion be retained or sold or, if held by the Issuer, cancelled by the Issuer. 9.3 Voluntary total redemption (call option) The Issuer may redeem all, but not some only, of the outstanding Notes in full: (i) (ii) (iii) any time prior to the First Ca!! Date, at the Make-Whole Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest) and any other amounts due under these Terms and Conditions; any time on or after the First Ca!! Date until the Business Day falling six (6) months thereafter, at an amount per Note equal to 102 per cent. of the Norninal Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest) and any other amounts due under these Terms and Conditions; and any time from and including the first Business Day falling six (6) months after the First Call Date, at an amount per Note equal to 100 per cent. of the Nominal Amount together with accrued but unpaid Interest (including any Accrued PIK Interest) and any other amounts due under these Terms and Conditions. Redemption in accordance with Clause 9.3 shall be made by the Issuer giving not less than fifteen (15) Business Days notice to the Agent and the Noteholders, in each case calculated from the effective date of the notice. The Notice from the Issuer shall specify the Redemption Date and also the Record Date on which a 18 (44)

19 person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The notice is irrevocable but may, at the Issuer s discretion, contain one or more conditions precedent. Upon expiry of such notice and the fulfilment of the conditions precedents (if any), the Issuer is bound to redeem the Notes in full at the applicable amount on the specified Redemption Date. 9.4 Mandatory partial redemption Observatoriet Unless the Agent specifies otherwise, upon the earlier to occur of (i) the Observatoriet Completion Date and (ii) 31 March 2017, the Issuer shall be obliged to redeem the Total Nominal Amount with an amount equal to SEK eighty million (80,000,000). Redemption in accordance with Clause 9.4 shall be made as partial redemption of all, but not only some, of the Notes by way of reducing the Nominal Amount of each Note pro rata. The repayment per Note shall equal the repaid percentage of the Nominal Amount (rounded down to the nearest SEK one thousand (1,000)) together with accrued but unpaid Interest (including any Accrued PIK Interest) in respect of the redeemed amount. The redemption shall be made on the next possible Interest Payment Date after the relevant redemption event in Clause 9.4 and the Issuer shall give not less than fifteen (15) Business Days notice of the redemption to the Agent and the Noteholders. The notice from the Issuer shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The notice is irrevocable and the Issuer is bound to redeem the Notes in accordance with this Clause 9.4 at the applicable amount on the specified Redemption Date. 9.5 Mandatory redemption Innovationen and Riddaren The Issuer shall upon the occurrence of the Innovation Completion Date or the Riddaren Completion Date, as applicable, be obliged to redeem all outstanding Notes in full at an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest (including any Accrued PIK Interest) and any other amounts due under these Terms and Conditions. Redemption in accordance with Clause 9.5 shall be made by the Issuer giving not less than fifteen (15) Business Days notice to the Agent and the Noteholders, in each case caiculated from the effective date of the notice. The Notice from the Issuer shall specify the Redemption Date (which date must fall no later than twenty (20) Business Days after the occurrence of the Innovation Completion Date or the Riddaren Completion Date, as applicable) and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The notice is irrevocable and the Issuer is bound to redeem the 19 (44)

20 Notes in accordance with this Clause 9.5 at the applicable amount on the specified Redemption Date. 9.6 Early redemption duc to illegality (call option) The Issuer may redeem all, but not some only, of the outstanding Notes at an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest) on a Redemption Date determined by the Issuer if it is or becomes unlawful for the Issuer to perform its obligations under the Finance Documents. The applicability of Clause shall be supported by a legal opinion issued by a reputable law firm. The Issuer may give notice of redemption pursuant to Clause 9.6 no later than twenty (20) Business Days after having received actual knowiedge of any event specified therein (after which time period such right shall lapse). The notice from the Issuer is irrevocable, shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. The Issuer is bound to redeem, or repurchase (in which case each relevant Noteholder is bound to sell), as the case may be, the Notes in full at the applicable amount on the specified Redemption Date. 9.7 Mandatory repurchase duc to a Change of Control Event, a Listing Failure Event or a Development Event (put option) Upon the occurrence of a Change of Control Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Change of Control Event pursuant to Clause 11.1(e) (after which time period such right shall lapse), have the right to request that all, or some only, of its Notes be repurchased at a price per Note equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest). However, such period may not start earlier than upon the occurrence of the Change of Control Event. Upon the occurrence of a Listing Failure Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the Issuer of the Listing Failure Event pursuant to Clause 11.1(e) (after which time period such right shall lapse) have the right to request that all, or some only, of its Notes be repurchased at a price per Note equal to 100 per cent. of the Nominal Amount together with accrued but unpaid Interest (including any Accrued PIK Interest). Upon the occurrence of a Development Event, each Noteholder shall during a period of twenty (20) Business Days from the effective date of a notice from the 20 (44)

21 Issuer of the Development Event pursuant to Clause 11.1(e) (after which time period such right shall lapse) have the right to request that all of its Notes be repurchased at a price per Note equal to the Make-Whole Amount together with accrued but unpaid Interest (inciuding any Accrued PIK Interest). (d) (e) (f) The notice from the Issuer pursuant to Clause 11.1(e) shall specify the Record Date on which a person shall be registered as a Noteholder to receive Interest and principal, the Redemption Date and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. If a Noteholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall, or shall procure that a person designated by the Issuer will, repurchase the relevant Notes and the repurchase amount shall fall due on the Redemption Date specified in the notice given by the Issuer pursuant to Clause 11.1(e). The Redemption Date must fall no later than forty (40) Business Days after the end of the period referred to in Clause The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes. To the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 9.7, the Issuer may comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 9.7 by virtue of the conflict. Any Notes repurchased by the Issuer pursuant to this Clause 9.7 may at the Issuer s discretion be retained, sold or cancelled. (g) The Issuer shall not be required to repurchase any Notes pursuant to this Clause 9.7, if a third party in connection with the occurrence of a Change of Control Event, a Listing Failure Event or a Development Event offers to purchase the Notes in the manner and on the terms set out in this Clause 9.7 (or on terms more favourable to the Noteholders) and purchases all Notes validly tendered in accordance with such offer. If Notes tendered are not purchased within the time limits stipulated in this Clause 9.7, the Issuer shall repurchase any such Notes within five (5) Business Days after the expiry of the time limit. (h) No repurchase of Notes pursuant to this Clause 9.7 shall be required if the Issuer has given notice of a redemption pursuant to Clause 9.3 (Voluntary total redemption (call option)) provided that such redemption is duly exercised. 10 TRANSACTION SECURITY As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer grants, and shall procure that Oscar Properties grants, on or before the Issue Date, the Transaction Security to the Secured Parties as 21(44)

22 represented by the Agent. The Transaction Security shall be provided and perfected pursuant to, and subject to the terms of, the Security Documents. The Agent shall hold the Transaction Security on behaif of the Secured Parties in accordance with the Security Documents. (d) The Agent shall, on behaif of the Secured Parties, keep all certificates and other documents that are bearers of rights relating to the Transaction Security in safe custody. Unless and until the Agent has received instructions from the Noteholders in accordance with Clause 15 (Decisions by Noteholders), the Agent shall (without first having to obtain the Noteholders consent) be entitled to enter into agreements with the Issuer or a third party or take any other actions, if it is, in the Agent s opinion, necessary for the purpose of maintaining, altering, releasing or enforcing the Transaction Security, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Noteholders or the Issuer s rights to the Transaction Security, in each case in accordance with the terms of the Finance Documents. For the purpose of exercising the rights of the Secured Parties and the Agent may instruct the CSD in the name and on behalf of the Issuer to arrange for payments to the Secured Parties under the Finance Documents and change the bank account registered with the CSD and from which payments under the Notes are made to another bank account. The Issuer shall immediately upon request by the Agent provide it with any such documents, inciuding a written power of attorney (in form and substance satisfactory to the Agent and the CSD), that the Agent deems necessary for the purpose of exercising its rights and/or carrying out its duties under this Clause (d). 11 INFORMATION TO NOTEHOLDERS 11.1 Information from the Issuer The Issuer shall: (i) (ii) prepare and make available, as soon as the same become available, but in any event within six (6) months after the end of each financial year, its audited consolidated financial statements for that financial year prepared in accordance with the Accounting Principles; subject to Clause 11.1 (iv) below, prepare and make available, as soon as the same become available, but in any event within three (3) months after the end of each financial year, its year-end report (Sw. boksiutskommuniké) for such period prepared in accordance with the Accounting Principles; 22 (44)

23 (iii) (iv) (v) prepare and make available, as soon as the same become available, but in any event within three (3) months (or, once the Notes have been listed, two (2) months) after the end of each quarter of its financial year, its consolidated financial statements for such period prepared in accordance with the Accounting Principles; once the Notes have been listed, make the financial reports referred to under item (ii) and (iii) above available in accordance with the rules and regulations of First North Bond Market (or any other MTF or a Regulated Market, as applicable) on which the Notes are admitted to trading; and make public any other information required by the rules and regulations of First North Bond Market (or any other MTF or a Regulated Market, as applicable) on which the Notes are admitted to trading. (d) (e) (f) The Issuer shall notify the Agent, as soon as practicable following an acquisition or disposal of Notes by Oscar Properties or the Issuer, and provide the Agent with information regarding the aggregate Nominal Amount held by Oscar Properties or the Issuer, or the amount of Notes cancelled by the Issuer; The Issuer shall promptly upon becoming aware notify the Agent of any material litigation relating to itseif. The Issuer shall immediately notify the Agent of the Observatoriet Completion Date, the Innovationen Completion Date and the Riddaren Completion after the occurrence of the relevant date. The Issuer shall immediately notify the Noteholders and the Agent upon becoming aware of the occurrence of a Change of Control Event, a Listing Failure Event or a Development Event. Such notice may be given in advance of the occurrence of a Change of Control Event and be conditional upon the occurrence of a Change of Control Event, if a definitive agreement is in place providing for such Change of Control Event. When the financial statements and other information are made available pursuant to Clause 11.1, the Issuer shall send copies of such financial statements and other information to the Agent Information from the Agent The Agent is entitled to disciose to the Noteholders any event or circumstance directly or indirectly relating to the Issuer or the Notes. Notwithstanding the foregoing, the Agent may if it considers it to be beneficial to the interests of the Noteholders delay disclosure 23 (44)

24 or refrain from disclosing certain information other than in respect of an Event of Default that has occurred and is continuing Information among the Noteholders Upon request by a Noteholder, the Agent shall promptly distribute to the Noteholders any information from such Noteholder which relates to the Notes. The Agent may require that the requesting Noteholder reimburses any costs or expenses incurred, or to be incurred, by the Agent in doing 50 (including a reasonable fee for the work of the Agent) before any such information is distributed Availability of Finance Documents The latest versions of the Finance Documents shall be available to the Noteholders at the office of the Agent during normal business hours. 12 GENERAL UNDERTAKINGS 12.1 Disposals The Issuer shall not enter into a single transaction or series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or a substantial part of the assets or operations of the Issuer Change of Business Except with the prior written consent of the Agent, the Issuer shall procure that no substantial change is made to the general nature of the its business from that carried on at the date of the Terms and Conditions Pan Passu ranking The Issuer shall ensure that at all times its obligations under the Terms and Conditions rank at least pan passu with the claims of all its unsubordinated and unsecured creditors, except those whose claims are mandatorily preferred by Iaws of general application Financial Indebtedness The Issuer shall not raise any Financial Indebtedness other than Financial Indebtedness constituted by any Permitted Indebtedness Dividends Except with the prior written consent of the Agent, the Issuer shall not deciare, make or pay any dividend, charge, fee, interest or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of: 24 (44)

25 its share capital; and/or in respect of any Financial Indebtedness owed to any entity within the Oscar Properties Group Admission to trading The Issuer shall use its best efforts to ensure that the Note Loan is traded on the First North Bond Market within twelve (12) months after the Issue Date, and that it remains admitted or, or if such admission to trading is not possible to obtain or maintain, admitted to trading on any other MTF or a Regulated Market. Following an admission to trading, the Issuer shall take all actions on its part to maintain the admission as long as any Notes are outstanding, but not longer than up to and inciuding the last day on which the admission reasonably can, pursuant to the then applicable regulations of the relevant market and the CSD, subsist Undertakings relating to the Fee Agreement The Issuer shall: (i) (ii) (iii) (iv) in accordance with the Fee Agreement pay fees to the Agent; indemnify the Agent for costs, losses and liabilities; furnish to the Agent all information requested by or otherwise required to be delivered to the Agent; and not act in a way which would give the Agent a legal or contractual right to terminate the Fee Agreement. The Issuer and the Agent shall not agree to amend any provisions of the Fee Agreement without the prior consent of the Noteholders if the amendment would be detrimental to the interests of the Noteholders CSD related andertakings The Issuer shall keep the Notes affiliated with a CSD and comply with all applicable CSD Regulations Negative pledge The Issuer may not create or allow to subsist, retain, provide, prolong or renew any guarantee or Security over any of its/their assets to secure any Financial Indebtedness other than in relation to the Permitted Indebtedness. 25 (44)

26 12.10 No Default Promptly, upon the reasonable request of the Agent, the Issuer shall provide certification signed by an authorised signatory that no Event of Default has occurred and is continuing. 13 ACCELERATION OF THE NOTES The Agent is entitled to, and shall following an instruction given pursuant to Clause 13(e), on behaif of the Noteholders (i) by notice to the Issuer, deciare all, but not some only, of the outstanding Notes due and payable together with any other amounts payable under the Finance Documents, immediately or at such later date as the Agent determines, and (ii) exercise any or all of its rights, remedies, powers and discretions under the Finance Documents, if: (i) the Issuer does not pay on the due date any amount payable by it under the Finance Documents, unless the non-payment: (A) (B) is caused by technical or administrative error; and is remedied within five (5) Business Days from the due date; (ii) an Obligor does not comply with any terms of or acts in violation of the Finance Documents to which it is a party (other than those terms referred to in paragraph ), unless the non-compliance: (A) (B) is capable of remedy; and is remedied within twenty (20) Business Days of the earlier of the Agent giving notice and the relevant Obligor becoming aware of the non-compliance; (iii) (iv) any Finance Document becomes invalid, ineffective or varied (other than in accordance with the provisions of the Finance Documents), and such invalidity, ineffectiveness or variation has a detrimental effect on the interests of the Noteholders; any Financial Indebtedness of the Issuer or any Restricted Company (A) (B) is not paid when due nor within any originally applicable grace period; and/or is deciared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described), 26 (44)

27 provided however that the amount of Financial Indebtedness referred to under paragraph (A) and/or (B) above, individually or in the aggregate exceeds an amount corresponding to SEK 15,000,000 and provided that it does not apply to any Financial Indebtedness owed to an entity within the Oscar Properties Group; (v) any creditor of the Issuer becomes entitled to declare any Financial Indebtedness of the Issuer due and payable prior to its specified maturity as a result of an event of default (however described) provided however that the amount of any such Financial Indebtedness individually or in the aggregate exceeds an amount corresponding to SEK 20,000,000 and provided that it does not apply to any Financial Indebtedness owed to an entity within the Oscar Properties Group; (vi) any Restricted Company is, or is deemed for the purposes of any applicable law to be, Insolvent; (vii) any attachment, sequestration, distress or execution, or any analogous process in any jurisdiction, affects any asset of a Restricted Company having an aggregate value equal to or exceeding SEK 15,000,000 and is not discharged within thirty (30) Business Days; and/or (viii) any corporate action, legal proceedings or other procedure or step other than vexatious or frivolous and as disputed in good faith and discharged within thirty (30) Business Days is taken in relation to: (A) (B) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation other than a solvent liquidation or reorganisation of any Restricted Company; the appointment of a liquidator (other than in respect of a solvent liquidation of a Restricted Company (other than the Issuer), administrator or other similar officer in respect of any Restricted Company or any of its assets; or (C) enforcement of any Security over any assets of any Restricted Company, or any analogous procedure or step is taken in any jurisdiction, provided no corporate action, legal proceedings or other procedure or step taken is frivolous or vexatious and is discharged, stayed or dismissed within fourteen (14) days of commencement. 27 (44)

28 The Agent may not accelerate the Notes in accordance with Clause by reference to a specific Event of Default if it is no longer continuing or if it has been decided, on a Noteholders Meeting or by way of a Written Procedure, to waive such Event of Default (temporarily or permanently). The Issuer shall immediately notify the Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Event of Default, or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Agent with such further information as it may reasonably request in writing following receipt of such notice. Should the Agent not receive such information, the Agent is entitled to assume that no such event or circumstance exists or can be expected to occur, provided that the Agent does not have actual knowledge of such event or circumstance. (d) The Agent shall notify the Noteholders of an Event of Default within five (5) Business Days of the date on which the Agent received actual knowledge of that an Event of Default has occurred and is continuing. The Agent shall, within twenty (20) Business Days of the date on which the Agent received actual knowledge of that an Event of Default has occurred and is continuing, decide if the Notes shall be so accelerated. If the Agent decides not to accelerate the Notes, the Agent shall promptly seek instructions from the Noteholders in accordance with Clause 15 (Decisions by Noteholders). The Agent shall always be entitled to take the time necessary to consider whether an occurred event constitutes an Event of Default. (e) (f) (g) If the Noteholders instruct the Agent to accelerate the Notes, the Agent shall promptly declare the Notes due and payable and take such actions as may, in the opinion of the Agent, be necessary or desirable to enforce the rights of the Noteholders under the Finance Documents, unless the relevant Event of Default is no longer continuing. If the right to accelerate the Notes is based upon a decision of a court of law, an arbitrational tribunal or a government authority, it is not necessary that the decision has become enforceable under law or that the period of appeal has expired in order for cause of acceleration to be deemed to exist. In the event of an acceleration of the Notes in accordance with Clause 13, the Issuer shall redeem all Notes at an amount per Note equal to the applicable redemption amount specified in Clause 9.3 (Voluntary total redemption) together with accrued but unpaid Interest (including accrued PIK Interest). 28 (44)

29 14 DISTRIBUTION OF PROCEEDS All payments by the Issuer relating to the Notes and the Finance Documents following an acceleration of the Notes in accordance with Clause 13 (Acceleration of the Notes) and any proceeds received from an enforcement of the Transaction Security shall be distributed in the following order of priority, in accordance with the instructions of the Agent: (i) (ii) (iii) (iv) first, in or towards payment pro rata of (i) all unpaid fees, costs, expenses and indemnities payable by the Issuer to the Agent in accordance with the Fee Agreement (other than any indemnity given for liability against the Noteholders), (ii) other costs, expenses and indemnities relating to the acceleration of the Notes, the enforcement of the Transaction Security or the protection of the Noteholders rights as may have been incurred by the Agent, (iii) any costs incurred by the Agent for external experts that have not been reimbursed by the Issuer in accordance with Clause 19.2(e), and (iv) any costs and expenses incurred by the Agent in relation to a Noteholders Meeting or a Written Procedure that have not been reimbursed by the Issuer in accordance with Clause 15(p), together with default interest in accordance with Clause 8.5 on any such amount caiculated from the date it was due to be paid or reimbursed by the Issuer; secondly, in or towards payment pro rata of accrued but unpaid Interest under the Notes (Interest due on an earlier Interest Payment Date to be paid before any Interest due on a later Interest Payment Date); thirdly, in or towards payment pro rata of any unpaid principal under the Notes; and fourthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Finance Documents, inciuding default interest in accordance with Clause 8.5 (Default Interest) on delayed payments of Interest and repayments of principal under the Notes. My excess funds after the application of proceeds in accordance with Clauses 14 (i) to (iv) above shall be paid to the Issuer. If a Noteholder or another party has paid any fees, costs, expenses or indemnities referred to in Clause 14(i), such Noteholder or other party shall be entitled to reimbursement by way of a corresponding distribution in accordance with Clause 14(i). (d) Funds that the Agent receives (directly or indirectly) in connection with the acceleration of the Notes or the enforcement of the Transaction Security constitute 29 (44)

30 escrow funds (Sw. redovisningsmedel) and must be held on a separate interest bearing account on behaif of the Noteholders and the other interested parties. The Agent shall arrange for payments of such funds in accordance with this Clause 14 as soon as reasonably practicable. (e) If the Issuer or the Agent shall make any payment under this Clause 14, the Issuer or the Agent, as applicable, shall notify the Noteholders of any such payment at least fifteen (15) Business Days before the payment is made. The Notice from the Issuer shall specify the Redemption Date and also the Record Date on which a person shall be registered as a Noteholder to receive the amounts due on such Redemption Date. Notwithstanding the foregoing, for any Interest due but unpaid the Record Date specified in Clause 7 shall apply. 15 DECISIONS BY NOTEHOLDERS A request by the Agent for a decision by the Noteholders on a matter relating to the Finance Documents shall (at the option of the Agent) be dealt with at a Noteholders Meeting or by way of a Written Procedure. Any request from the Issuer or a Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Noteholder on the Business Day immediately following the day on which the request is received by the Agent and shall, if made by several Noteholders, be made by them jointly) for a decision by the Noteholders on a matter relating to the Finance Documents shall be directed to the Agent and dealt with at a Noteholders Meeting or by way a Written Procedure, as determined by the Agent. The person requesting the decision may suggest the form for decision making, but if it is in the Agent s opinion more appropriate that a matter is dealt with at a Noteholders Meeting than by way of a Written Procedure, it shall be dealt with at a Noteholders Meeting. The Agent may refrain from convening a Noteholders Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Noteholders and such person has informed the Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws. (d) Should the Agent not convene a Noteholders Meeting or instigate a Written Procedure in accordance with these Terms and Conditions, without Clause 15 being applicable, the Issuer or the Noteholder(s) requesting a decision by the Noteholders may convene such Noteholders Meeting or instigate such Written Procedure, as the case may be, instead. The Issuing Agent shall upon request provide the Issuer or the convening Noteholder(s) with the information available in the debt register (Sw. skuidbok) kept by the CSD in respect of the Notes in order to 30 (44)

31 convene and hold the Noteholders Meeting or instigate and carry out the Written Procedure, as the case may be. (e) (f) Should the Issuer want to replace the Agent, it may (i) convene a Noteholders Meeting in accordance with Clause 16 or (ii) instigate a Written Procedure by sending communication in accordance with Clause 17, in both cases with a copy to the Agent. After a request from the Noteholders pursuant to Clause 19.4, the Issuer shall no later than ten (10) Business Days after receipt of such request (or such later date as may be necessary for technical or administrative reasons) convene a Noteholders Meeting in accordance with Clause 16. The Issuer shall inform the Agent before a notice for a Noteholders Meeting or communication relating to a Written Procedure where the Agent is proposed to be replaced is sent and shall, on the request of the Agent, append information from the Agent together with the a notice or the conimunication. The Issuing Agent shall provide the Issuer with the information available in the debt register (Sw. skuidbok) kept by the CSD in respect of the Notes in order to convene and hold the Noteholders Meeting or instigate and carry out the Written Procedure, as the case may be. Only a person who is, or who has been provided with a power of attorney pursuant to Clause 6 (Right to act on behaif of a Noteholder) from a person who is, registered as a Noteholder: (i) (ii) on the Business Day specified in the notice pursuant to Clause 16, in respect of a Noteholders Meeting, or on the Business Day specified in the communication pursuant to Clause 17, in respect of a Written Procedure, may exercise voting rights as a Noteholder at such Noteholders Meeting or in such Written Procedure, provided that the relevant Notes are included in the Adjusted Nominal Amount. Such Business Day specified pursuant to paragraph (i) or (ii) above must fall no earlier than one (1) Business Day after the effective date of the notice or communication, as the case may be. (g) The following matters shall require the consent of Noteholders representing at least seventy-five (75) per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a Noteholders Meeting or for which Noteholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 17: (iii) (i) a change to the terms of any of Clause 2, and Clauses 2(d) to 2(f); a reduction of the premium payable upon the redemption or repurchase of any Note pursuant to Clause 9 (Redemption and repurchase of the Notes); 31(44)

32 (ii) a change to the Interest Rate or the Nominal Amount; (iii) a change to the terms for the distribution of proceeds set out in Clause 14 (Distribution of proceeds); (iv) a change to the terms dealing with the requirements for Noteholders consent set out in this Clause 15; (v) (vi) (vii) (viii) a change of issuer, an extension of the tenor of the Notes or any delay of the due date for payment of any principal or Interest on the Notes; a release of the Transaction Security, except in accordance with the terms of the Security Documents; a mandatory exchange of the Notes for other securities; and early redemption of the Notes, other than upon an acceleration of the Notes pursuant to Clause 13 (Acceleration of the Notes) or as otherwise permitted or required by these Terms and Conditions. (h) (i) Any matter not covered by Clause 15(g) shall require the consent of Noteholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a Noteholders Meeting or for which Noteholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 17. This inciudes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher maj ority (other than an amendment permitted pursuant to Clause 1 8(i) or (ii)), an acceleration of the Notes, the appointment of a Noteholders Committee, or the enforcement of any Transaction Security. Quorum at a Noteholders Meeting or in respect of a Written Procedure only exists if a Noteholder (or Noteholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 15(g), and otherwise twenty (20) per cent. of the Adjusted Nominal Amount: (i) (ii) if at a Noteholders Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or if in respect of a Written Procedure, reply to the request. (j) If a quorum exists for some but not all of the matters to be dealt with at a Noteholders Meeting or by a Written Procedure, decisions may be taken in the matters for which a quorum exists. 32 (44)

33 (k) If a quorum does not exist at a Noteholders Meeting or in respect of a Written Procedure, the Agent or the Issuer shall convene a second Noteholders Meeting (in accordance with Clause 16) or initiate a second Written Procedure (in accordance with Clause 17), as the case may be, provided that the person(s) who initiated the procedure for Noteholders consent has confirmed that the relevant proposal is not withdrawn. For the purposes of a second Noteholders Meeting or second Written Procedure pursuant to this Clause 15(k), the date of request of the second Noteholders Meeting pursuant to Clause 16 or second Written Procedure pursuant to Clause 17, as the case may be, shall be deemed to be the relevant date when the quorum did not exist. The quorum requirement in Clause 15 (i) shall not apply to such second Noteholders Meeting or Written Procedure. (1) Any decision which extends or increases the obligations of the Issuer or the Agent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Agent, under the Finance Documents shall be subject to the Issuer s or the Agent s consent, as applicable. (m) (n) (o) (p) (q) A Noteholder holding more than one Note need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only. The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Noteholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Noteholders that consent at the relevant Noteholders Meeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be. A matter decided at a duly convened and held Noteholders Meeting or by way of Written Procedure is binding on all Noteholders, irrespective of them being present or represented at the Noteholders Meeting or responding in the Written Procedure. The Noteholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Noteholders. All costs and expenses incurred by the Issuer or the Agent for the purpose of convening a Noteholders Meeting or for the purpose of carrying out a Written Procedure, inciuding reasonable fees to the Agent, shall be paid by the Issuer. If a decision is to be taken by the Noteholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Agent provide the Agent with a certificate specifying the number of Notes owned by Oscar Properties or a Restricted Company, irrespective of whether such person is directly registered as owner of such Notes. The Agent shall not be responsible for the accuracy of such 33 (44)