Events of Default

If any of the following events (each an ‘‘Event of Default’’) occurs and is continuing, any Bondholder may, after consultation with the Agent (without any liability attaching to such consultation for the Agent) and by notice in writing given to the Agent at its specified office (with a copy to the Issuer at its registered office), declare immediately due and repayable any Bonds held by such Bondholder at their Principal Amount together with accrued interest (if any) to the date of payment, without further formality:

(i) Non-Payment: the Issuer fails to pay the principal of or premium or interest on any of the Bonds when due and such failure continues for a period of 7 calendar days in the case of principal or premium and 14 calendar days in the case of interest; or

(ii) Breach of Other Covenants, Agreements or Undertakings: the Issuer does not perform or comply with any one or more of its other covenants, agreements or undertakings in the Bonds or the Agency Agreement which default is incapable of remedy or, if capable of remedy, is not remedied within 30 calendar days (or such longer period as the Agent may permit) after notice of such default shall have been given to the Issuer by any Bondholder; or

(iii) Cross-Default of Issuer or Material Subsidiary: except where the existence or enforceability of the relevant obligations is being disputed in good faith by appropriate proceedings,

(a) any other present or future Indebtedness of the Issuer (or any of its Material Subsidiaries) for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of an event of default (however described); or

(b) any such Indebtedness is not paid when due or, as the case may be, within any applicable grace period; or

(c) the Issuer or any of its Material Subsidiaries fails to pay when due or, as the case may be, within any applicable grace period, any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised,

provided that the aggregate amount of the relevant Indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph have occurred and is continuing equals or exceeds e 25,000,000 or its equivalent; or

(iv) Enforcement Proceedings: a distress, attachment or execution is levied, enforced or sued out on or against any of the property, assets or revenues of the Issuer or any of its Material Subsidiaries having an aggregate value of at least e 25,000,000 or its equivalent and is not discharged or stayed within 60 calendar days; or

(v) Security Enforced: any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of its Material Subsidiaries in respect of any of its property or assets for an amount at the relevant time of at least e 25,000,000 or its equivalent becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person), except if such enforcement is discharged within 60 calendar days or is the subject of a bona fide dispute; or

(vi) Insolvency, etc:

(a) the Issuer or any of its Material Subsidiaries is bankrupt or unable to pay its debts as they fall due; or

(b) an administrator or liquidator of the Issuer or any of its Material Subsidiaries or the whole or any part of the undertaking, assets and revenues of the Issuer or any of its Material Subsidiaries is appointed (or application for any such appointment is made), except for the purpose of a solvent liquidation of a Material Subsidiary; or

(c) the Issuer or any of its Material Subsidiaries stops, suspends or announces its intention to stop or suspend payment of all or, a material part of (or of a particular type of) its debts; or (d) the Issuer or any of its Material Subsidiaries (in each case by reason of actual or anticipated financial difficulties) commences negotiations with one or more of its creditors with a view to deferring, rescheduling or otherwise readjusting any Indebtedness, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any debt or a moratorium is declared or comes into effect in respect of all or any debt of the Issuer; or

(vii) Failure to take action etc: any action, condition or thing at any time required to be taken, fulfilled or done in order:

(a) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Bonds;

(b) to ensure that those obligations are legal, valid, binding and enforceable; and (c) to make the Bonds admissible in evidence in the courts of the Kingdom of Belgium is not taken, fulfilled or done; or

(viii) Unlawfulness: it is or becomes unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Bonds;

(ix) Winding-up: an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or any of its Material Subsidiaries, or the Issuer or any of its Material Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation on a solvent basis; or

(x) Analogous Events: any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in paragraphs (iii) to (ix).

9. Undertakings