NXPI NXP Semiconductors NV

1.  DEFINITIONS AND INTERPRETATION

2.  THE FACILITY AND PURPOSE

3.  CONDITIONS OF UTILISATION

4.  REPAYMENT

5.  VOLUNTARY PREPAYMENT AND CANCELLATION

6.  MANDATORY PREPAYMENT AND CANCELLATION

7.  RESTRICTIONS

8.  INTEREST

9.  CHANGES TO THE CALCULATION OF INTEREST

10.  BREAK COSTS

11.  FEES

12.  REPRESENTATIONS AND WARRANTIES

13.  INFORMATION UNDERTAKINGS

14.  GENERAL UNDERTAKINGS

15.  EVENTS OF DEFAULT

16.  INCREASED COSTS AND INDEMNITY

17.  COSTS AND EXPENSES

18.  PAYMENT MECHANICS

19.  APPLICATION OF SUMS RECEIVED

20.  SET-OFF

21.  NOTICES

22.  MISCELLANEOUS

23.  GOVERNING LAW AND JURISDICTION

DEFINITIONS AND INTERPRETATION

Definitions

general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules, retention of title claims and similar matters may limit the ability of the Borrower or any of its Restricted Subsidiaries to provide a Guarantee or may require that it be limited as to amount or otherwise, and if so the same shall be limited accordingly provided that the Borrower or the relevant Restricted Subsidiary, as applicable, shall use reasonable endeavours to overcome such obstacle;

neither the Borrower nor any Restricted Subsidiary will be required to give a Guarantee if (or to the extent) it is not within the legal capacity of the Borrower or such Restricted Subsidiary, as applicable, or if the same would conflict with the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of such Restricted Subsidiary; provided that, the Borrower or such Restricted Subsidiary, as applicable, shall use reasonable endeavours to overcome any such obstacle; and

the giving of a Guarantee will not be required if it would have a material adverse effect (as reasonably determined in good faith by management of the relevant obligor) on the ability of the Borrower or the relevant Restricted Subsidiary, as applicable, to conduct its operations and business in the ordinary course as otherwise not prohibited by this Agreement.

EURIBOR for a Loan denominated in EUR; and

USD REFERENCE RATE for a Loan denominated in USD.

the interest (net of the Margin) that would have accrued on that principal amount from the Relevant Date until the Interest Revision/Conversion Date, if any, or the Maturity Date, if such principal amount were not prepaid or its Utilisation terminated; over

the interest that would have accrued on that same amount and over the same period at the Redeployment Rate, less 0.19 per cent.

in relation to any date of payment or purchase of EUR, on which T2 is open for the settlement of payments in EUR;

in relation to any date of payment or purchase of USD, on which commercial banks are open for general business in New York; and

for all other purposes, on which the Bank and commercial banks are open for general business in Luxembourg and New York.

securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a member state of the European Union, the United Kingdom, Switzerland or Norway or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two (2) years from the date of acquisition;

certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one (1) year from the date of acquisition thereof issued by any lender (or holding company thereof) or by any bank or trust company (i) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (ii) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of EUR 500,000,000 (in each case, determined at the time of the acquisition thereof);

repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause (b) above (determined at the time of the acquisition thereof);

commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which, at the time of the acquisition of such commercial paper, has an equivalent rating in respect of its long-term debt, and in any case maturing within one (1) year after the date of acquisition thereof;

readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Union, the United Kingdom, Switzerland or Norway or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) at the time of acquisition with maturities of not more than two (2) years from the date of acquisition;

Financial Indebtedness or Preferred Stock issued by persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) at the time of acquisition with maturities of twelve (12) months or less from the date of acquisition;

bills of exchange issued in the United States, Canada, a member state of the European Union, the United Kingdom, Switzerland, Norway or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); and

interests in any investment company, money market or enhanced high yield fund which, at the time of the acquisition of such interests, invests 95% or more of its assets in instruments of the type specified in clauses (a) through (g) above.

Fixed Charges and items (A) through (F) in clause (a) of the definition of “Consolidated Interest Expense”;

Consolidated Income Taxes;

consolidated depreciation expense;

consolidated amortization or impairment expense;

any expenses, charges or other costs related to any Equity Offering, Investment, acquisition (including one-time amounts paid in connection with the acquisition or retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such acquisition and are consistent with the customary practice in the industry at the time of such acquisition), disposition, recapitalization or the Incurrence of any Financial Indebtedness not prohibited by this Agreement (in each case whether or not successful) (including any such fees, expenses or charges related to the transactions contemplated by the Finance Documents), in each case, as determined in good faith by an Officer of the Borrower;

any minority interest expense (whether paid or not) consisting of income attributable to minority equity interests of third parties in such period; and

other non-cash charges, write-downs or items reducing Consolidated Net Income (excluding any such non-cash charge, write-down or item to the extent it represents an accrual of or reserve for cash charges in any future period) or other items classified by the Borrower as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period), or a reduced accrual or reserve for cash charges in any future period).

consolidated interest expense of such person and its Restricted Subsidiaries for such period (including (i) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (ii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (iii) the interest component of Capitalized Lease Obligations, and (iv) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Financial Indebtedness, and excluding (A) accretion or accrual of discounted liabilities other than Financial Indebtedness, (B) any expense resulting from the discounting of any Financial Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (C) any additional interest pursuant to a registration rights agreement with respect to any securities, (D) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (E) any expensing of arrangement, commitment or up front and other financing fees, original issue discount and redemption or prepayment premiums and (F) interest with respect to Financial Indebtedness of any direct or indirect parent of such person appearing upon the balance sheet of such person solely by reason of push-down accounting under GAAP; plus

consolidated capitalized interest of such person and its Restricted Subsidiaries for such period, whether paid or accrued; less

interest income for such period.

subject to the limitations contained in clause (b) below, any net income (loss) of any person if such person is not a Restricted Subsidiary, except that the Borrower’s equity in the net income of any such person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution or return on investment or could have been distributed, as reasonably determined by an Officer of the Borrower;

any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Borrower or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Borrower);

any extraordinary, exceptional, unusual or nonrecurring gain, loss or charge (as determined in good faith by the Borrower) or any charges or reserves in respect of any restructuring, redundancy or severance or any expenses, charges, reserves or other costs related to the transactions contemplated by the Finance Documents;

the cumulative effect of a change in accounting principles;

any non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions;

all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Financial Indebtedness and any net gain (loss) from any write-off or forgiveness of Financial Indebtedness;

any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;

any unrealized foreign currency transaction gains or losses in respect of Financial Indebtedness of any person denominated in a currency other than the functional currency of such person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

any unrealized foreign currency translation or transaction gains or losses in respect of Financial Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary;

any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the transactions contemplated by the Finance Documents or the disentanglement, any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

any goodwill or other intangible asset impairment charge, amortization or write-off;

(i) only to the extent not otherwise added back to Consolidated Net Income, depreciation and amortization expense to the extent in excess of capital expenditures on property, plant and equipment and (ii) Consolidated Income Taxes to the extent in excess of cash payments made in respect of such Consolidated Income Taxes; and

the impact of capitalized, accrued or accreting or pay-in-kind interest or principal on Subordinated Shareholder Funding.

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

to advance or supply funds:

for the purchase or payment of any such primary obligation; or

to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

S&P or any of its successors or assigns;

Moody’s or any of its successors or assigns;

by Fitch or any of its successors or assigns,

0.125 per cent per annum; and

the percentage by which:

the interest rate net of the Margin that would have been applicable to such Loan had it been utilised by the Borrower on the Scheduled Utilisation Date, exceeds

the Benchmark Rate (one month rate) less 0.125 per cent, unless such rate is less than zero in which case it shall be set at zero,

matures or is mandatorily redeemable for cash or in exchange for Financial Indebtedness pursuant to a sinking fund obligation or otherwise;

is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary); or

is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Financial Indebtedness at the option of the holder of the Capital Stock in whole or in part, entered into in each case on or prior to the latest Maturity Date; provided, however, that (x) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (y) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change in control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock.

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 otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by and is beyond the control of any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party from:

performing its payment obligations under the Finance Documents; or

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

fauna and flora, living organisms including the ecological systems;

land, soil, water (including marine and coastal waters), air, climate and the landscape (natural or man-made structures, whether above or below ground);

cultural heritage (natural, tangible and intangible);

the built environment; and

human health and wellbeing.

EU Law, including principles and standards;

Dutch laws or any other national laws;

applicable United States Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of environment, including, without limitation, ambient air, surface water, groundwater, land surface and subsurface strata and natural resources such as wetlands, or human health or safety (to the extent relating to human exposure to hazardous materials), or hazardous materials; and

applicable international treaties,

the principal of indebtedness of such person for borrowed money;

the principal of obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

all reimbursement obligations of such person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within thirty (30) days of Incurrence), in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as Financial Indebtedness;

the principal component of all obligations of such person to pay the deferred and unpaid purchase price of property (except trade payables), where the deferred payment is arranged primarily as a means of raising finance, which purchase price is due more than one (1) year after the date of placing such property in service or taking final delivery and title thereto;

Capitalized Lease Obligations of such person;

the principal component of all obligations, or liquidation preference, of such person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

the principal component of all Financial Indebtedness of other persons secured by Security on any asset of such person, whether or not such Financial Indebtedness is assumed by such person; provided, however, that the amount of such Financial Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination (as determined in good faith by the Borrower) and (ii) the amount of such Financial Indebtedness of such other persons;

Guarantees by such person of the principal component of Financial Indebtedness of other persons to the extent Guaranteed by such person; and

to the extent not otherwise included in this definition, net obligations of such person under Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such person at such time).

Contingent Obligations Incurred in the ordinary course of business;

in connection with the purchase by the Borrower or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within thirty (30) days thereafter; or

any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.

Consolidated Interest Expense of such person for such period;

all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period.

Benchmark Rate; and

the Spread,

to purchase or pay (or advance or supply funds for the purchase or payment of) such Financial Indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise); or

entered into primarily for purposes of assuring in any other manner the obligee of such Financial Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

the Utilisation Accounts, together with evidence that such account(s) has been opened in the name of the beneficiary; and

the Payment Accounts, together with evidence that such account(s) has been opened in the name of the beneficiary.

each Authorised Signatory, together with evidence that each Authorised Signatory is authorised to sign and despatch all documents and notices (including any Utilisation Acceptance, Utilisation Certificate and/or Compliance Certificate) under or in connection with the Finance Documents to which the Borrower is a party;

whether such signatory has an individual representation right or a joint representation right; and

a specimen signature of each Authorised Signatory.

Column 1

Credit Rating
(S&P/Moody’s/Fitch)

Category 1

Category 2

Category 3

Category 4

Category 5

any of S&P, Moody’s or Fitch shall not have a Credit Rating in effect, then:

if only one Rating Agency shall not have a Credit Rating in effect, the Margin shall be determined by reference to the remaining two Credit Ratings;

if two Rating Agencies shall not have Credit Ratings in effect, one of such Rating Agencies shall be deemed to have a Credit Rating in Category 5 and the Margin shall be determined by reference to such deemed Credit Rating and the remaining effective Credit Rating; and

if no Rating Agency shall have a Credit Rating in effect, the Margin shall be Category 5;

only two Credit Ratings are in effect or deemed to be in effect, and there are split Credit Ratings, the Margin will be based upon the higher Credit Rating unless the Credit Ratings differ by two or more Categories, in which case the Margin will be based upon the Category one Category below the Category corresponding to the higher Credit Rating; and

all three Credit Ratings are in effect, and;

all three Credit Ratings fall in different Categories, the Margin shall be based upon the Category indicated by the Credit Rating that is neither the highest nor the lowest of the three Credit Ratings; or

two of the three Credit Ratings fall in one Category (the “Majority Category”) and the third Credit Rating falls in a different Category, the Margin shall be based upon the Category indicated by the Majority Category.

in relation to any Loan, in the opinion of the Bank:

there are events or circumstances adversely affecting the Bank’s access to its sources of funding; or

funds are not available from the Bank’s ordinary sources of funding in order to adequately fund a Loan; or

in relation to a Floating Rate Loan:

the cost to the Bank of obtaining funds from its sources of funding, as determined by the Bank, for a period equal to the Floating Rate Reference Period of such Loan would be in excess of the applicable Benchmark Rate; or

the Bank determines that adequate and fair means do not exist for ascertaining the applicable Benchmark Rate for the relevant currency of such Loan.

the consolidated business, assets, or financial condition of the Borrower and its Subsidiaries taken as a whole, such that the Borrower and its Subsidiaries, taken as a whole, would be reasonably likely to be unable to perform their payment obligations under this Agreement; or

the legality, validity, binding effect or enforceability against the Bank of any Finance Document to which it is a party.

Holdings;

NXP Funding LLC, a Delaware limited liability company; and

NXP USA INC. a Delaware corporation.

Security on assets or property of a Restricted Subsidiary that is not any of the Borrower or a Guarantor securing Financial Indebtedness of any Restricted Subsidiary that is not any of the Borrower or a Guarantor;

pledges, deposits or Security under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;

Security imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s or other like Security, in each case for sums not yet overdue for a period of more than sixty (60) days or that are bonded or being contested in good faith by appropriate proceedings;

Security for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP have been made in respect thereof;

Security in favour of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Financial Indebtedness for borrowed money) issued pursuant to the request of and for the account of the Borrower or any Restricted Subsidiary in the ordinary course of its business;

encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Security incidental to the conduct of the business of the Borrower and its Restricted Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Borrower and its Restricted Subsidiaries;

Security on assets or property of the Borrower or any Restricted Subsidiary securing Hedging Obligation;

leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;

Security arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;

Security on assets or property of the Borrower or any Restricted Subsidiary for the purpose of securing Capitalized Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing other Financial Indebtedness Incurred to finance or refinance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided, that (i) the aggregate principal amount of Financial Indebtedness secured by such Security is otherwise not prohibited to be Incurred under this Agreement and (ii) any such Security may not extend to any assets or property of the Borrower or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Financial Indebtedness and any improvements or accessions to such assets and property;

Security arising (a) by virtue of any statutory or common law provisions relating to banker’s Security, (b) pursuant to the general conditions used by, or agreement or arrangement with, a bank operating in the Netherlands in the ordinary course of business, or (c) rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a depositary or financial institution;

Security arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

any Security listed in Schedule 10 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;

Security on property, other assets or shares of stock of a person at the time such person becomes a Restricted Subsidiary (or at the time the Borrower or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Borrower or any Restricted Subsidiary); provided, however, that such Security are not created, Incurred or assumed in anticipation of or in connection with such other person becoming a Restricted Subsidiary (or such

Security on assets or property of the Borrower or any Restricted Subsidiary securing Financial Indebtedness or other obligations of the Borrower or such Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary, or Security in favour of the Borrower or any Restricted Subsidiary;

Security securing Financial Indebtedness Incurred to refinance, refund, replace, exchange, renew, repay or extend Financial Indebtedness that was previously so secured, and permitted to be secured under this Agreement; provided that any such Security is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Security arose, could secure) the Financial Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Security hereunder;

any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;

(i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Borrower or any Restricted Subsidiary of the Borrower has easement rights or on any leased property and subordination or similar arrangements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;

any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

Security on property or assets under construction (and related rights) in favour of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

Security on cash accounts securing Financial Indebtedness (i) arising from the honouring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, (ii) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business, (iii) owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Borrower and its Restricted Subsidiaries and (iv) Incurred by a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case Incurred or undertaken in the ordinary course of business on arm’s-length commercial terms on a recourse basis;

Security on Escrowed Proceeds for the benefit of the related holders of debt securities or other Financial Indebtedness (or the underwriters or arrangers thereof) or on cash set aside at the time of the Incurrence of any Financial Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Financial Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

Security securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities or Security over cash accounts securing cash pooling or cash management arrangements;

Security arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

Security Incurred in the ordinary course of business with respect to obligations (other than Financial Indebtedness for borrowed money) which do not exceed EUR 50,000,000 at any one time outstanding;

Security on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Financial Indebtedness of such Unrestricted Subsidiary;

any Security granted over the marketable securities portfolio described in clause (i) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party; and

other Security (including successive extensions, renewals, alterations or replacements thereof) not excepted by the other clauses of this definition; provided that after giving effect thereto the aggregate principal amount of Financial Indebtedness of the Borrower and its Restricted Subsidiaries secured by such Security does not exceed the greater of (A) USD 1,250,000,000 and (B) 15% of Consolidated Net Tangible Assets, in each case, after giving effect to such Incurrence and the application of the proceeds therefrom.

the Prepayment Amount,

the Prepayment Date,

the accrued interest due,

the Administrative Fee (if any) and,

in respect of a Fixed Rate Loan only, the Break Costs.

the Prepayment Amount,

the Prepayment Date,

the accrued interest due,

Break Costs and/or Administrative Fee (if any), and

the deadline for its acceptance by the Borrower.

the Prepayment Amount,

the Prepayment Date;

if applicable, the choice of application method of the Prepayment Amount in accordance with Clause 19.4(a) (Allocation of sums related to Loans); and

the Facility Number.

S&P;

Moody’s; and

Fitch,

each Prepayment Date; and

each date of termination of a Terminated Fixed Rate Utilisation; and

the due date of payment specified in the Bank’s notice of demand in accordance with Clause 15.12 (Acceleration).

Clause 12.7 (No filing or stamp Taxes);

Clause 12.9 (No misleading information);

Clause 12.12 (Material Adverse Effect);

Clause 12.14 (No proceedings);

Clause 12.16 (Legal and beneficial ownership); and

Clause 12.17 (Solvency).

the United Nations Security Council;

the European Union;

the government of the United States of America, including those administered by the Office of Foreign Asset Control (OFAC) of the United States Department of the Treasury, the United States Department of Commerce and the United States Department of State; and

His Majesty’s Treasury and the Department for International Trade of the United Kingdom.

the Borrower’s and its Restricted Subsidiaries’ investments in and advances to the Restricted Subsidiary exceed 10% of the Total Assets of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year;

the Borrower’s and its Restricted Subsidiaries’ proportionate share of the Total Assets (after intercompany eliminations) of the Restricted Subsidiary exceeds 10% of the Total Assets of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the end of the most recently completed fiscal year; or

the Borrower’s and its Restricted Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Restricted Subsidiary exceeds 10% of such income of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed fiscal year.

labour and working conditions;

occupational health and safety;

rights and interests of vulnerable groups;

rights and interests of indigenous peoples;

gender equality;

public health, safety and security;

avoidance of forced evictions and alleviation of hardship arising from involuntary resettlement; and

stakeholder engagement.

does not mature or require any amortization, redemption or other repayment of principal or any sinking fund payment prior to the first day after the Latest Maturity Date (other than through conversion or exchange of such funding into Capital Stock (other than Disqualified Stock) of the Borrower or any funding meeting the requirements of this definition);

does not require, prior to the first day after the Latest Maturity Date, payment of cash interest, cash withholding amounts or other cash gross-ups, or any similar cash amounts;

contains no change of control or similar provisions and does not accelerate and has no right to declare a default or event of default or take any enforcement action or otherwise require any cash payment, in each case, prior to the first day after the Latest Maturity Date;

does not provide for or require any security interest or encumbrance over any asset of the Borrower or any of its Subsidiaries; and

pursuant to its terms is fully subordinated and junior in right of payment to this Agreement and the Senior Unsecured Notes pursuant to subordination, payment blockage and enforcement limitation terms which are customary in all material respects for similar funding.

an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership (and, in case of a Dutch entity, includes an entity of which a person alone or in concert (pursuant to an agreement or understanding, whether formal or informal) has (if all persons with voting rights vote) the power to appoint or dismiss more than half of the board members or supervisory board members of that entity) and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital by contract or otherwise; or

in relation to a person incorporated (or established) under Dutch law, a dochtermaatschappij within the meaning of Section 2:24a of the Dutch Civil Code (regardless whether the shares or voting rights on the shares in such company are held directly or indirectly through another dochtermaatschappij).

Systems on Silicon Manufacturing Company Pte or any successor entity or business thereto;

any Subsidiary of the Borrower (other than NXP Funding LLC) that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors or an Authorized Officer of the Borrower in the manner provided below); and

any Subsidiary of an Unrestricted Subsidiary.

Construction

Unless a contrary indication appears, any reference in this Agreement to:

“Clauses”, “Parts” and “Schedules” is, save if explicitly stipulated otherwise, a reference respectively to clauses, parts and schedules to this Agreement;

the “Bank”, the “Borrower”, any “Guarantor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

“assets” includes present and future properties, revenues and rights of every description;

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

a “person” includes any individual, firm, limited liability company, corporation, government, state or agency of a state or political subdivision thereof or any association, trust, joint venture, joint-stock company, consortium, partnership, unincorporated organisation or other entity (whether or not having separate legal personality) including such person’s successors and assigns;

“law” or “laws” means:

any applicable law, including common or customary law, principles of equity, any applicable treaty, constitution, statute, legislation, decree, normative act, rule, regulation, ordinance, by-law judgment, order, writ, injunction, determination, award, code of practice or other legislative or administrative measure or judicial or arbitral decision in any jurisdiction which is binding or applicable case law or any present directive, regulation, guideline, request, rule or requirement (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the general practice of persons to whom the directive, regulation, guideline, request, rule or requirement is intended to apply); and

EU Law;

“applicable law”, “applicable laws” or “applicable jurisdiction” means:

a law or jurisdiction applicable to the Borrower, its rights and/or obligations (in each case arising out of or in connection with this Agreement), its capacity and/or assets and/or the Project; and/or, as applicable

a law or jurisdiction (including in each case the Bank’s Statute) applicable to the Bank, its rights, obligations, capacity and/or assets;

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

a provision of, or reference to a, law or regulation is a reference to that provision as amended or re-enacted from time to time;

“including” and “in particular” shall be deemed to be followed by the expression “(but not limited to)”;

a time of day is a reference to Luxembourg time; and

“month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, and subject to the definition of Interest Payment Date, Clause 18.1 (Day count convention) and Schedule 5 (Benchmark Rate) and unless provided otherwise in this Agreement:

if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or, if there is not, on the immediately preceding Business Day; and

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

Words and expressions in the plural shall include the singular and vice versa.

Terms defined in the GDPR, including the terms “controller”, “data subject”, “personal data”, “processing” and “processor”, have the same meanings when used in Clause 22.9 (Data protection) or Clause 22.10 (Independent controller).

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

Part, Clause and Schedule headings are for ease of reference only.

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

A Mandatory Prepayment Drawstop Event is “continuing” if it has not been remedied or waived.

Currency symbols and definitions

“€”, “EUR” and “euro” denote the single currency of the Participating Member States; and

“$”, “USD” and “dollars” means the lawful currency of the United States of America.

Accounting terms

THE FACILITY AND PURPOSE

Subject to the terms of this Agreement, the Bank makes available to the Borrower the Facility A.

The Borrower shall apply all amounts borrowed by it under the Facility A for the financing of a selection of the Borrower’s planned investments in the Research, Development and Innovation (“RDI”) programme of leading-edge semiconductor devices, technologies and solutions in the Netherlands, France, Germany, Austria and Romania, as more particularly described in the Technical Description (the “Project”).

CONDITIONS OF UTILISATION

Utilisation procedure

Conditions precedent to Utilisation Offer

The Bank shall only be obliged to send the initial Utilisation Offer if it has received all of the documents and other evidence listed in Part I of Schedule 1 (Conditions precedent) in form and substance satisfactory to it.

No Utilisation Offer shall be sent by the Bank if a Default and/or a Mandatory Prepayment Drawstop Event and/or a Market Disruption Event is continuing.

Condition precedent to initial Utilisation

Condition precedent to subsequent Utilisations

Further conditions precedent

the Repeating Representations to be made by the Borrower are true in all material respects; and

no Default and/or no Mandatory Prepayment Drawstop Event is continuing or would result from the Accepted Loan.

REPAYMENT

Repayment of Loans

Single payment

VOLUNTARY PREPAYMENT AND CANCELLATION

Voluntary prepayment option

Voluntary prepayment mechanics

If the Borrower intends to make a voluntary prepayment, it shall deliver to the Bank, not earlier than 60 days and not later than 30 days prior to the proposed Prepayment Date, a Prepayment Request.

Following receipt of a Prepayment Request in respect of a Fixed Rate Loan, the Bank shall send to the Borrower, not later than 15 days prior to the relevant Prepayment Date, a Prepayment Offer. If the Borrower duly accepts the Prepayment Offer by the deadline specified therein, the Bank shall send to the Borrower, no later than 10 days prior to the relevant Prepayment Date, a Prepayment Notice. If the Borrower does not duly accept the Prepayment Offer, no prepayment can occur in respect of such Fixed Rate Loan.

Following receipt of a Prepayment Request in respect of a Floating Rate Loan, the Bank shall send to the Borrower, not later than 10 days prior to the relevant Prepayment Date, a Prepayment Notice.

The Borrower shall pay the amount specified in the Prepayment Notice on the relevant Prepayment Date.

Administrative Fee

Voluntary cancellation

MANDATORY PREPAYMENT AND CANCELLATION

Project cost reduction

The Borrower shall promptly inform the Bank if a Project Cost Reduction Event has occurred or is likely to occur. At any time after the occurrence of a Project Cost Reduction Event, the Bank may, by notice to the Borrower, cancel the Available Facility and/or demand prepayment of any outstanding Loans up to the amount(s) required to ensure the Project Cost Reduction Event ceases to continue.

For the purpose of this Clause 6.1:

50 per cent; and/or

70 per cent when aggregated with the amount of any other funds from the European Union made available for the Project,

Non-EIB financing prepayment

The Borrower shall promptly inform the Bank if a Non-EIB Financing Prepayment Event has occurred or is likely to occur. At any time after the occurrence of a Non-EIB Financing Prepayment Event, the Bank may, by notice to the Borrower, cancel the Available Facility and/or demand prepayment of any outstanding Loans.

The proportion of the Available Facility that the Bank may cancel and the proportion of any outstanding Loans that the Bank may require to be prepaid shall not exceed the proportion that the prepaid or cancelled or repurchased amount of the Non-EIB Financing bears to the aggregate outstanding amount of all Non-EIB Financing.

For the purpose of this Clause 6.2:

made within a revolving credit facility; or

made from the proceeds of any indebtedness having a term not shorter than the unexpired term of such Non-EIB Financing prepaid; or

where, following such event, the amount of any outstanding Loans and any other direct indebtedness made available by the Bank to the Borrower or any Guarantor, constitute less than 40 per cent of the aggregate outstanding Non-EIB Financing to the Borrower and any Guarantor.

Change of control

The Borrower shall promptly inform the Bank if a Change of Control Event occurs;

After the occurrence of the Change of Control Event, the Bank may, by notice to the Borrower, cancel the Available Facility and/or demand prepayment of any outstanding Loans.

For the purposes of this Clause 6.3, a “Change of Control Event” occurs if:

the Borrower becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) that any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Holdings, is or has become the “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the Voting Stock of the Borrower (or its successor); provided however that a transaction will not constitute a Change of Control Event under this paragraph if (i) the Borrower becomes a direct or indirect wholly owned subsidiary of a holding

any Change of Control occurs under and as defined in any Unsecured Note Indenture.

Illegality

Upon becoming aware of an Illegality Event:

the Bank shall promptly notify the Borrower; and

the Bank may, by notice to the Borrower, cancel the Available Facility and/or demand prepayment of any outstanding Loans.

For the purposes of this Clause 6.4, “Illegality Event” means that it becomes unlawful in any applicable jurisdiction, or if it becomes contrary to any Sanctions, for the Bank to:

perform any of its obligations as contemplated under any Finance Document; or

fund or maintain the Loan.

Material Adverse Change

At any time after the occurrence of a Material Adverse Change, the Bank may, by notice to the Borrower, cancel the Available Facility.

For the purposes of this Clause 6.6, “Material Adverse Change” means any event or circumstance occurs which has a Material Adverse Effect.

RESTRICTIONS

Sums due under Clause 6 (Mandatory Prepayment and Cancellation), other than under Clause 6.4 (Illegality), shall be payable by the Borrower within 30 days of demand by the Bank or within any longer period specified in the Bank’s demand. Sums due under Clause 6.4 (Illegality), shall be payable by the Borrower within the period specified in the Bank’s demand.

Without prejudice to the Borrower’s right to reject a Prepayment Offer in accordance with Clause 5.2(b) (Voluntary Prepayment Mechanics), any notice of cancellation or Prepayment Request from the Borrower under Clause 5 (Voluntary Prepayment and Cancellation), and any notice of termination under Paragraph 1.5 in Part II of Schedule 2 (Utilisation Procedure) shall be irrevocable.

Any prepayment under this Agreement or payment of a sum demanded by the Bank pursuant to Clause 6 (Mandatory Prepayment and Cancellation) shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs and Administrative Fee, without premium or penalty.

The Borrower shall not reborrow any part of the Facility A which is repaid or prepaid.

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Available Facility except at the times and in the manner expressly agreed pursuant to the terms of this Agreement.

No amount of the Available Facility cancelled under this Agreement may be subsequently reinstated.

At the end of the Availability Period, unless otherwise notified by the Bank to the Borrower, the Available Facility shall be immediately cancelled, without any further notice from the Bank to the Borrower.

Principal and interest under this Agreement shall be payable in the currency of the relevant Loan and other payments, if any, shall be made in the currency specified by the Bank.

INTEREST

Payment of interest

Fixed Rate Loan at the Fixed Rate; and

Floating Rate Loan at the Floating Rate,

Calculation of interest

Fixed Rate Loans

Floating Rate Loans

The Bank shall notify the Borrower of the Floating Rate within 10 days of the commencement of each Floating Rate Reference Period.

In case of a Deferred Utilisation, the Benchmark Rate will be determined in accordance with Schedule 5 (Benchmark Rate) for the Floating Rate Reference Period commencing on the Deferred Utilisation Date.

Interest in respect of each Floating Rate Reference Period will be calculated on the basis of Clause 18.1(b) (Day count convention).

Revision or Conversion of Loans

Default interest

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on any overdue amount from the due date up to the date of actual payment (both before and after judgment) at an annual rate equal to:

in case of Floating Rate Loans – the applicable Floating Rate plus two per cent;

in case of Fixed Rate Loans – the higher of:

the applicable Fixed Rate plus two per cent; or

the Benchmark Rate plus two per cent; and

in case of amounts other than under paragraph (i) or (ii) above – the Benchmark Rate plus two per cent.

Notwithstanding paragraph (a) above, if the overdue sum is in a currency for which no Benchmark Rate is specified under this Agreement, the Bank shall apply the relevant benchmark rate, or as determined by the Bank, the relevant risk-free rate that is generally used by the Bank for transactions in that currency plus two per cent, calculated in accordance with the market practice for such rate.

Any interest accruing under this Clause 8.3 will be payable by the Borrower immediately on demand by the Bank.

For the purpose of determining the Benchmark Rate in relation to paragraphs (a)(ii)(B) and (a)(iii), the relevant periods within the meaning of Schedule 5 (Benchmark Rate) shall be successive periods of one month commencing on the due date.

CHANGES TO THE CALCULATION OF INTEREST

Market disruption

20 Business Days prior to the Utilisation Date for Loans to be utilised in EUR; or

two Business Days prior to the Utilisation Date for Loans to be utilised in USD,

Optional currency

Irrespective of the currency specified in the Utilisation Offer, the Bank may decide to disburse an Accepted Loan in EUR and notify the Borrower of the EUR equivalent to be utilised on the Utilisation Date.

The rate of interest previously agreed for the relevant Loan shall no longer be applicable and instead the rate of interest on the relevant Loan, until the Maturity Date, or the Interest Revision/Conversion Date (if any), shall be the percentage rate per annum notified by the Bank to the Borrower being the sum of:

the Margin; and

the rate (expressed as a percentage per annum) determined by the Bank to be the all-inclusive cost to the Bank of funding the relevant Loan based upon the applicable internally generated Bank reference rate or an alternative rate determination method determined by the Bank.

The Borrower shall have the right to refuse such Utilisation within the deadline specified in the notice and shall bear charges (if any) incurred as a result, in which case the Bank shall not disburse the Loan. If the Borrower does not refuse the Utilisation in time, the Utilisation in EUR and the conditions thereof shall be fully binding on all Parties.

BREAK COSTS

Break Costs on voluntary prepayment

If the Borrower prepays a Fixed Rate Loan, the Borrower shall pay Break Costs to the Bank on the Prepayment Date.

The prepayment of a Loan on its Interest Revision/Conversion Date may be made without Break Costs unless the Borrower has accepted a Fixed Rate under a new Interest Revision/Conversion Proposal.

Break Costs on a terminated Utilisation

If Utilisation of an Accepted Loan to which a Fixed Rate applies is terminated (the “Terminated Fixed Rate Utilisation”) pursuant to:

Paragraph 1.4 (Termination of a Utilisation deferred by six months) in Part II of Schedule 2 (Utilisation procedure), or

Paragraph 1.5 (Termination of a Utilisation by the Borrower) in Part II of Schedule 2 (Utilisation procedure);

Such Break Costs shall be calculated on the assumption that the Terminated Fixed Rate Utilisation had been utilised and repaid on the relevant Scheduled Utilisation Date or, to the extent the Utilisation is currently deferred, on the date of the termination notice.

Break Costs Prepayment Event

Break Costs on acceleration

In the event of an acceleration pursuant to Clause 15.13 (Acceleration) the Borrower shall pay to the Bank, together with any amount demanded by the Bank under Clause 15.13 (Acceleration), in respect of:

any Fixed Rate Loan, Break Costs on any amount of principal due to be prepaid, and such Break Costs shall accrue from the due date for payment specified in the Bank’s notice of demand and be calculated on the basis that prepayment is effected on the date so specified; and

any Floating Rate Loan, a sum equal to the present value of 0.19 per cent per annum calculated and accruing on the amount of principal due to be prepaid or the amount of any Accepted Loan the Utilisation of which is terminated, in the same manner as interest would have been calculated and would have accrued if that amount had remained outstanding according to the applicable repayment schedule of the Loan, until the Interest Revision/Conversion Date, if any, or the Maturity Date. The value shall be calculated at a discount rate equal to the Redeployment Rate applied as of each relevant Interest Payment Date.

Amounts due by the Borrower pursuant to this Clause 10.4 shall be payable on the date specified in the Bank’s demand.

FEES

Upfront fee

The Borrower shall pay to the Bank within 90 days of the date of this Agreement an upfront fee of EUR [***] in respect of the appraisal conducted by the Bank in relation to the Project.

The Borrower authorises the Bank to withhold the upfront fee from the initial Utilisation, if such initial Utilisation takes place before the end of the period specified in paragraph (a) above. The amount withheld by the Bank shall be treated as having been utilised by the Borrower under such Utilisation.

If the Facility A is cancelled in full under Clause 6 (Mandatory Prepayment and Cancellation) or Clause 15.12(a) (Acceleration) before the end of the period specified in paragraph (a) above, the Borrower shall pay to the Bank the upfront fee on the date of such cancellation.

Commitment fee

The Borrower shall pay to the Bank a fee in the currency of the Facility A computed at a rate of 50 per cent of the applicable Margin per annum on the Available Facility (which, for this Clause 11.2, shall include the aggregate amount of Accepted Loans which have not yet been utilised) from the date falling 6 months from the date of this Agreement to the last day of the Availability Period.

The accrued commitment fee is payable:

on 10^th August, 10^th November, 10^th February and 10^th May;

on the last day of the Availability Period; and

if the Available Facility is cancelled in full, on the cancelled amount of the Available Facility at the time specified by the Bank.

REPRESENTATIONS AND WARRANTIES

Status

It is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) duly incorporated and validly existing under the laws of the Netherlands.

It has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

Non-conflict with other obligations

any material provision of any material law or regulation applicable to it;

any applicable order of any court or any rule, regulation or order of any Governmental Authority;

its constitutional documents; and/or

any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument binding upon it, except for any such violation described in this sub-clause that would not reasonably be expected to have a Material Adverse Effect.

Power and authority

Validity and admissibility in evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

Governing law and enforcement

The choice of the laws of the Netherlands as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

Any judgment obtained in the Netherlands in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

No filing or stamp taxes

No default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.

No misleading information

Any factual information provided by any Credit Party to the Bank in connection with any Finance Document was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it was stated;

the financial projections contained in any information supplied by it in connection with any Finance Document have been prepared on the basis of recent historical information and on the basis of reasonable assumptions; and

nothing has occurred or been omitted from the factual information or financial projections provided and no information has been given or withheld that results in the information contained in the factual information or any financial projections being untrue or misleading in any material respect,

Intellectual Property

Accounts

Material Adverse Effect

Pari Passu ranking

No proceedings

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief) been started or threatened against it.

No judgment or order of a court, arbitral body or agency which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief) been made against it.

Taxes

Legal and beneficial ownership

Solvency

On the date of this Agreement, (A) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (B) the present fair saleable value

As of the date of this Agreement, the Borrower does not intend to, nor does it believe that it or any of the Restricted Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Financial Indebtedness or the Financial Indebtedness of any such Subsidiary and refinancing alternatives.

Repetition

INFORMATION UNDERTAKINGS

Financial statements

as soon as they become available but, in any event, within 120 days after the end of each of its Financial Years, its audited consolidated and unconsolidated annual report, balance sheet, cash flow statement, profit and loss account and auditors’ report for that Financial Year; and

as soon as they become available but, in any event, within 60 days after the end of each of the relevant accounting periods, its interim consolidated and unconsolidated quarterly report, balance sheet, profit and loss account and cash flow statement for each of the first three quarters of each of its Financial Years.

Compliance Certificate

The Borrower shall deliver to the Bank, no later than 5 Business Days after each set of financial statements delivered pursuant to Clause 13.1(a) or 13.1(b) (Financial statements), a Compliance Certificate which shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 14.11 (Financial covenants).

Each Compliance Certificate shall be signed by an Authorised Signatory with individual representation right or at least two Authorised Signatories with joint representation rights.

Information: miscellaneous

promptly after a Responsible Officer of the Borrower obtains knowledge thereof, the details of any breach or non-performance of, or any default under, a contractual obligation of the Borrower or any Restricted Subsidiary and which might have a Material Adverse Effect;

promptly after a Responsible Officer of the Borrower obtains knowledge thereof, the details of any litigation, arbitration, administrative proceedings or investigation which are current, threatened or pending against the Borrower or any Restricted Subsidiary, including pursuant to any applicable Environmental and Social Laws, and which might, if adversely determined, result in a Material Adverse Effect; and

promptly after a Responsible Officer of the Borrower obtains knowledge thereof, the details of any judgment or order of a court, arbitral body or agency which is made against the Borrower or any Restricted Subsidiary and which might have a Material Adverse Effect,

Notification of Default

Inspection Rights

GENERAL UNDERTAKINGS

Compliance with Laws

The Borrower shall and shall ensure that each Guarantor shall comply in all respects with all laws to which it or the Project is subject, if failure so to comply would materially impair the ability of the Borrower or the Guarantor to perform its obligations under, respectively, this Agreement or the Guarantee.

Notwithstanding paragraph (a) above, the Borrower shall and shall ensure that each Guarantor shall comply in all respects with any laws to which it may be subject and the breach of which would constitute an Illegal Activity.

Payment of Taxes

Negative pledge

Guarantees by Restricted Subsidiaries

If after the date of this Agreement, the Borrower or any of its Restricted Subsidiaries acquires or creates a Wholly-Owned Subsidiary (other than an Immaterial Subsidiary) and (x) the issuance of a Guarantee by such Restricted Subsidiary is not precluded by the Agreed Guarantee Principles and (y) such Restricted Subsidiary Guarantees the Senior Unsecured Notes, such Restricted Subsidiary shall, within sixty (60) days (or such longer period as the Bank may agree in writing (which shall include electronic mail) after becoming a Restricted Subsidiary, provide a Guarantee of this Agreement by executing a supplement to the Guarantee Agreement in the form attached thereto.

The Borrower may, at its option, cause any other Subsidiary to provide a Guarantee of this Agreement by executing a supplement to the Guarantee Agreement in substantially the form attached thereto.

The obligations of each Guarantor under the Guarantee Agreement will be limited to the maximum amount that would not render the Guarantors’ obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law and as otherwise set forth in the Guarantee Agreement or relevant supplement to the Guarantee Agreement.

Notwithstanding anything to the contrary herein or in the Guarantee Agreement, in no event shall any CFC or FSHCO be required to become a Guarantor.

The obligations of a Guarantor under the Guarantee Agreement will terminate upon:

a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Borrower or a Restricted Subsidiary), in each case, that is not prohibited by this Agreement;

the designation in accordance with this Agreement of the Guarantor as an Unrestricted Subsidiary;

to the extent that the Guarantor is not an Immaterial Subsidiary due to the operation of the proviso to the definition of “Immaterial Subsidiary”, upon the release of the guarantee or guarantees referred to in such proviso that resulted in the Guarantor not being an Immaterial Subsidiary;

the Guarantor becoming an Immaterial Subsidiary, tested as of the last day of any fiscal year for which financial statements have been delivered pursuant to Clause 13.1 and a Compliance Certificate has been delivered pursuant to Clause 13.2 and that Guarantor being designated by the Borrower pursuant to that Compliance Certificate as an Immaterial Subsidiary whose obligations under the Guarantee Agreement should terminate;

unless otherwise elected by the Borrower in a written notice to the Bank, the earlier of (x) the termination, redemption, satisfaction or discharge of the Senior Unsecured Notes and (y) the Guarantor being (or will be substantially concurrently with the release of such Guarantor hereunder) released or discharged from its Guarantee under the Senior Unsecured Notes; or

repayment in full of all amounts due and payable under the Finance Documents and cancellation of the Available Facility.

Disposals

The Borrower shall not (and shall ensure that no Restricted Subsidiary shall) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of all or substantially all of its assets.

Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

made in the ordinary course of trading of the disposing entity or otherwise as permitted and set out in Clause 14.6 and Clause 14.7 below; or

of assets in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

Notwithstanding paragraph (a), paragraph (b) above does not apply to any sale, lease, transfer or other disposal of a Project Asset or any shares in Subsidiaries holding Project Assets, which may not be disposed of under any circumstances.

Merger and consolidation by the Borrower

the resulting, surviving or transferee person (the “Successor Company”) will be a person organized and existing under the laws of any member state of the European Union, or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway, Switzerland or the United Kingdom;

the Successor Company (if not the Borrower) will expressly assume in writing all the Borrower’s Obligations, pursuant to documentation reasonably satisfactory to the Bank and provides to the Bank all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations reasonably requested by the Bank; and

immediately after giving effect to such transaction, no Default or Event of Default exists or would result therefrom.

Merger and consolidations by Guarantors

The Borrower shall procure that NXP Funding LLC shall not consolidate with, merge with or into any person or permit any person to merge with or into NXP Funding LLC unless:

concurrently therewith, a Subsidiary of the Borrower that is a limited liability company or corporation organized under the laws of the United States of America or any state thereof or the District of Columbia (which may be NXP Funding LLC or the continuing person as a result of such transaction) expressly assumes all of the obligations of NXP Funding LLC under the Guarantee Agreement and the other Finance Documents; or

after giving effect to the transaction, at least one obligor under the Finance Documents is a limited liability company or corporation organized under the laws of the United States of America or any state thereof or the District of Columbia.

Upon the consummation of any transaction effected in accordance with paragraph (a) above, the resulting, surviving or transferee NXP Funding LLC will succeed to, and be substituted for, and may exercise every right and power of, the NXP Funding LLC under each Finance Document with the same effect as if such successor person had been named as the NXP Funding LLC under such Finance Documents. Upon such substitution, the Borrower shall be automatically released from its obligations under each Finance Document.

Subject to paragraph (a) above, the Borrower shall procure that no Guarantor may (i) consolidate with or merge with or into any person, or (ii) sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any person, or (iii) permit any person to merge with or into the Guarantor, unless, in any such case:

the other person is the Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(i) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under the Finance Documents to which such Guarantor is a party; and (ii) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or (iii) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement.

Change in business

Preservation of existence

preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, except (i) solely with respect to the Restricted Subsidiaries other than the Borrower, to the extent the failure to do so would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction not prohibited by Clause 14.6 and Clause 14.7; and

take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction not prohibited by Clause 14.6 and Clause 14.7.

Most favoured lender

The Borrower shall promptly inform the Bank if any of the Borrower or Guarantor becomes the borrower under a credit facility for an amount of at least EUR 100,000,000 and the terms of such credit facility include a loss of rating clause, a financial covenant or any other provision regarding financial ratios, which is either:

more favourable to the relevant creditor than any corresponding provision of this Agreement is to the Bank; or

not provided for under this Agreement,

The Borrower shall promptly provide a copy of the More Favourable Provision to the Bank (including any relevant defined terms or references).

If the Bank so requests, the Borrower shall promptly execute an amendment to this Agreement so as to reflect the More Favourable Provision in favour of the Bank.

Financial covenants

The Borrower shall not permit the Consolidated Interest Coverage Ratio as of the last day of any fiscal quarter (commencing with the first fiscal quarter ending after the date of this Agreement) of Holdings to be less than 3:00 to 1:00.

For the purposes of this clause 14.11, “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four (4) fiscal quarters ending on such date to (b) Consolidated Interest Expense (other than with respect to Consolidated Interest Expense of the type referred to in clause (a)(ii) thereof) for such period.

EVENTS OF DEFAULT

Non-payment

its failure to pay is caused by an administrative or technical error or a Disruption Event; and

payment is made within five Business Days of its due date.

Misrepresentation

Cross default

Any indebtedness of the Borrower or any Guarantor or any of their Restricted Subsidiaries (or the payment of which is Guaranteed by the Borrower or any Guarantor or any of their Restricted Subsidiaries) is not paid when due nor within any originally applicable grace period.

Any indebtedness of the Borrower or any Guarantor or any of their Restricted Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Any commitment for any indebtedness of the Borrower or any Guarantor or any of their Restricted Subsidiaries is cancelled or suspended by a creditor of the Borrower or any Guarantor as a result of an event of default (however described).

Any creditor of the Borrower or any Guarantor or any of their Restricted Subsidiaries becomes entitled to declare any indebtedness of the Borrower or any Guarantor due and payable prior to its specified maturity as a result of an event of default (however described).

The Bank becomes entitled to:

declare any indebtedness of the Borrower (other than incurred under this Agreement) or any Guarantor or any of their Restricted Subsidiaries due and payable prior to its specified maturity as a result of an event of default (however described); or

exercise its rights in respect of any material breach of any guarantee, counter-guarantee, payment undertaking, project agreement, grant agreement, technical assistance agreement or any other form of support for the benefit of the Borrower or any Guarantor or any of their Restricted Subsidiaries, or exercise any put option, under any arrangement involving the resources of the Bank or of its mandators.

No Event of Default shall occur under paragraphs (a) to (d) above if the aggregate amount of indebtedness or commitment for indebtedness is less than EUR 200,000,000 or its equivalent in any other currency or currencies.

Change of Control

Judgements

Guarantee Agreement

Insolvency

The Borrower or any Guarantor:

is unable to pay, or admits its inability to pay, its debts as they fall due;

suspends making payments of any of its debts; or

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Bank under this Agreement) with a view to rescheduling any of its indebtedness.

The value of the assets of the Borrower or any Guarantor is less than its liabilities (taking into account contingent and prospective liabilities).

A moratorium is declared in respect of any indebtedness of the Borrower or any Guarantor.

Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, composition or otherwise), including bankruptcy, controlled management, suspension of payments, arrangement with creditors and judicial liquidation proceedings or any analogous procedure or step is taken under any applicable law in any jurisdiction or an order is made or an effective resolution is passed for the winding-up of the Borrower or any of the Restricted Subsidiaries (other than any Immaterial Subsidiary) or any Guarantor, or if the Borrower or any Restricted Subsidiaries (other than any Immaterial Subsidiary) or any Guarantor takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities, or any situation similar to any of the above occurs under any applicable law.

Any corporate action, legal proceedings or other procedure or step is taken in relation to the appointment of an encumbrancer, a receiver, liquidator, administrator, administrative receiver or similar officer, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of the Borrower or any Restricted Subsidiaries (other than any Immaterial Subsidiary) or any Guarantor or any Project Assets.

Creditors’ process

Unlawfulness

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

Any Finance Document ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Bank) to be ineffective.

Financial covenants

Other obligations

The Borrower and/or any Guarantor does not comply with any provision of the Finance Documents (other than those referred to in Clause 15.1 (Non-payment) ), Clause 15.10 (Unlawfulness) and Clause 15.11 (Financial covenants) above). No Event of Default shall occur if the non-compliance or circumstance giving rise to the non-compliance is capable of remedy and is remedied within thirty (30) days of the earlier of (i) the Bank giving notice to the Borrower and (ii) the Borrower or relevant Guarantor becoming aware of the failure to comply.

Acceleration

cancel the Available Facility whereupon the Available Facility shall immediately be cancelled and the Facility A shall immediately cease to be available for further Utilisation; and/or

declare that all or any part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable.

INCREASED COSTS AND INDEMNITY

Increased Costs

The Borrower shall, within three Business Days of a demand by the Bank, pay the Bank the amount of any Increased Costs incurred by the Bank as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility A or on the Bank’s overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

The Bank shall only be entitled to claim Increased Costs from the Borrower if and to the extent it also claims increased costs from other borrowers in a similar situation.

Indemnity

COSTS AND EXPENSES

Transaction expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents.

Amendment costs

Enforcement costs

Taxes, duties and fees

The Borrower shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the execution or implementation of any Finance Document or any related document and in the creation, perfection, registration or enforcement of any Security for the Loans to the extent applicable.

The Borrower shall pay all principal, interest, indemnities and other amounts due under any Finance Document gross without any withholding or deduction of any national or local impositions whatsoever required by law or under any agreement with a governmental authority or otherwise. If the Borrower is obliged to make any such withholding or deduction, it shall gross up the payment to the Bank so that, after withholding or deduction, the net amount actually received by the Bank is equivalent to the sum due.

Documentary support

PAYMENT MECHANICS

Day count convention

a year of 360 days and a month of 30 days in respect of a Fixed Rate Loan;

a year of 360 days and the number of days elapsed in respect of a Floating Rate Loan; and

in respect of the fee payable pursuant to Clause 11.2 (Commitment fee), a year of 360 days and the numbers of days elapsed.

Payment convention

If an Interest Payment Date is not a Business Day, it shall be deemed to be:

in respect of a Fixed Rate Loan with a sole Repayment Date, the preceding Business Day with adjustment but only to the amount of interest that accrued over the last interest period;

in respect of a Fixed Rate Loan with more than one Repayment Date, the following Business Day, without adjustment to the interest due; or

in respect of a Floating Rate Loan, the following Business Day in that month, or, failing that, the nearest preceding Business Day, in all cases with corresponding adjustment to the interest due.

If the date on which any payment other than principal or interest is due to be paid is not a Business Day, such payment shall be made on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not), in all cases with a corresponding adjustment to the amount of such payment.

Time and place of payment

Unless otherwise specified in this Agreement or in the Bank’s demand, all sums other than sums of interest, indemnity and principal are payable within 15 days of the Bank’s demand.

The Borrower shall indicate the Facility Number in the payment details for each payment made in accordance with this Agreement.

A sum due from the Borrower shall be deemed paid when the Bank receives it.

Any Utilisations shall be made into the Utilisation Account.

Any payments to the Bank from the Borrower under a Finance Document shall be made from the Payment Account.

Each sum payable by the Borrower to the Bank under a Finance Document shall be paid to the relevant account notified by the Bank to the Borrower. The Bank shall notify the Borrower of such account not less than 15 days before the due date for the first payment by the Borrower and shall notify any change of such account not less than 15 days before the date of the subsequent payment after which the change applies. This period of notice does not apply in the case of payment under Clause 15 (Events of Default).

Disruption to payment systems

the Bank may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of this Agreement as the Bank may deem necessary in the circumstances;

the Bank shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and

the Bank shall not be liable for any damages, costs or losses whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Bank) arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Clause 18.4.

APPLICATION OF SUMS RECEIVED

General

Partial payments

If the Bank receives a payment that is insufficient to discharge all the amounts, then due and payable by the Borrower under the Finance Documents, the Bank shall apply that payment towards the obligations of the Borrower under the Finance Documents (unless otherwise determined by the Bank) in the following order:

first, in or towards payment pro rata of any unpaid fees, costs, indemnities and expenses due under the Finance Documents;

secondly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement;

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

The Bank may vary the order set out in paragraphs (a)(ii) to (a)(iv) above.

Paragraphs (a) and (b) above will apply regardless of and override any designation (déclaration d’imputation) made by the Borrower.

No set-off by the Borrower

Allocation of sums related to Loans

In case of:

a partial voluntary prepayment of a Loan, the Prepayment Amount shall be applied in inverse order of maturity; or

a partial compulsory prepayment of a Loan that is repaid in instalments, the Prepayment Amount shall be applied in reduction of the outstanding instalments in inverse order of maturity.

Sums received by the Bank following a demand under Clause 15.12 (Acceleration) and applied to a Loan shall reduce the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Loans at its discretion.

In case of receipt of sums which cannot be identified as applicable to a specific Loan, and on which there is no agreement between the Bank and the Borrower regarding their application, the Bank may apply these between Loans at its discretion.

SET-OFF

NOTICES

Communication in writing

Addresses

Attention: OPS/WE/4-CORP

European Investment Bank

100 boulevard Konrad Adenauer

L-2950 Luxembourg

Email address: [***]

Attention: Group Treasurer

NXP B.V.

High Tech Campus 60

5656 AG Eindhoven

The Netherlands

Telephone: [***]

Fax: [***]

Email address: [***]

Attention: Corporate Legal Department

NXP Semiconductors N.V.

High Tech Campus 60

5656 AG Eindhoven

The Netherlands

Telephone: [***]

Fax: [***]

Email address: [***]

Delivery

Notices and other communications for which fixed periods are laid down in this Agreement, or which themselves fix periods binding on the addressee, may be made by hand delivery, registered letter or by electronic mail. Such notices and communications shall be deemed to have been received by the other Party:

in relation to a hand-delivered or registered letter on the date of delivery; or

in the case of any electronic mail, only when such electronic mail is actually received in readable form and only if it is addressed in such manner as the other Party has specified for this purpose.

Any notice provided by the Borrower to the Bank by electronic mail shall:

include the Facility Number in the subject line; and

be in the form of a non-editable electronic image (pdf, tif or other common non-editable file format agreed between the Parties) of the notice signed by an Authorised Signatory with individual representation right or at least two Authorised Signatories with joint representation rights, attached to the electronic mail.

Notices issued by the Borrower pursuant to any provision of this Agreement shall, where required by the Bank, be delivered to the Bank together with satisfactory evidence of the authority of the person or persons authorised to sign such notice on behalf of the Borrower and the specimen signature of such person or persons.

Without affecting the validity of electronic mail notices made in accordance with this Clause 21, the following notices and documents, with the exception of notices and documents signed with a qualified electronic signatures (QES), shall also be sent by registered letter to the relevant Party at the latest on the immediately following Business Day:

Utilisation Acceptance;

any notices in respect of the deferment and cancellation of any Loan, Interest Revision/Conversion of any Loan, Market Disruption Event, Prepayment Request, Prepayment Notice, Event of Default or any demand for prepayment; and

any other notice or document required by the Bank.

The Parties agree that any of the above communications (including via electronic mail) is an accepted form of communication, shall constitute admissible evidence in court and shall have the same evidential value as an agreement under hand (sous seing privé).

English language

Any notice or communication given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be:

in English; or

if not in English, and if so, required by the Bank, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a constitutional, statutory or other official document.

MISCELLANEOUS

Place of performance

Accounts

Certificates and determinations

Entire Agreement

Partial invalidity

Remedies and waivers

Amendments and waivers

Counterparts

Data protection

When disclosing information (other than mere contact information relating to the Borrower’s personnel involved in the management of this Agreement (“Contact Data”)) to the Bank in connection with this Agreement, the Borrower shall redact or otherwise amend that information (as necessary) so that it does not contain any personal data, except where this Agreement requires, or the Bank requests, the disclosure of such information in the form of personal data.

Before disclosing any personal data (other than Contact Data) to the Bank in connection with this Agreement, the Borrower shall ensure that each data subject of such personal data:

has been informed of the disclosure to the Bank (including the categories of personal data to be disclosed); and

has been advised of the information contained in (or has been provided with an appropriate link to) the Bank’s privacy statement in relation to its lending and investment activities as set out from time to time at https://www.eib.org/en/privacy/lending (or such other address as the Bank may notify to the Borrower from time to time).

Independent controller

GOVERNING LAW AND JURISDICTION

Governing law

Jurisdiction

Defined Terms.

Unless otherwise defined herein, terms defined in the Facility A Agreement or the Facility B Agreement (as applicable) and used herein shall have the meanings given to them in the Facility A Agreement or the Facility B Agreement (as applicable).

As used herein, the term “Credit Parties” means the Borrower and each Guarantor.

As used herein, the term “Enforcement Event” means the occurrence of an Event of Default in respect of which notice of acceleration of the Obligations has been given by the Bank to the Borrower.

As used herein, the term “Facility Agreement” means the Facility A Agreement and the Facility B Agreement (as applicable).

As used herein, the term “Facility A Agreement” means the facility agreement dated 22 November 2024 between the Borrower and the Bank in respect of EUR 640,000,000.

As used herein, the term “Facility B Agreement” means the facility agreement to be made between the Borrower and the Bank in respect of EUR 360,000,000.

As used herein, the term “Guaranteed Parties” means (i) the Bank, (ii) any successors, indorsees, transferees and assigns of the Bank and (iii) the beneficiaries of each indemnification obligation undertaken by any Credit Party under any Finance Document.

As used herein, the term “Obligations” means the collective reference to (i) the due and punctual payment of (x) the principal of and premium, if any, and interest at the applicable rate provided in each Facility Agreement (including interest accruing after the commencement of any bankruptcy, insolvency, receivership or other similar proceeding (or interest that would accrue but for the operation of applicable bankruptcy or insolvency laws), regardless of whether allowed or allowable in such proceeding (for any obligation, “Post-Petition Interest”)) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (y) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred after the commencement of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower or any other Credit Party to any of the Guaranteed Parties under each Facility Agreement or any other Finance Document, (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to each Facility Agreement or any other Finance Document and (iii) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each other Credit Party under or pursuant to this Guaranty or any other Finance Document.

The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and Section references are to Sections of this Guaranty unless otherwise specified. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and the words “property” and “assets” shall be construed to refer to any and all tangible and intangible properties and assets.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms, any reference herein to any person shall be construed so as to include such person’s successors and permitted assigns, and any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or modified in accordance with the terms thereof and, to the extent applicable, the terms of each Facility Agreement.

Guaranty.

Subject to the provisions of Section 8, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Bank the punctual and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each Obligation. If the Borrower fails to pay or perform any Obligation when due, each Guarantor agrees that it will forthwith on demand pay or perform the relevant Obligation at the place and in the manner specified in the relevant Finance Document.

Each Guarantor further agrees to pay any and all reasonable and documented out-of-pocket expenses (including all reasonable and documented out-of-pocket fees and disbursements of counsel) that may be paid or incurred by the Bank or any other Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guaranty, in accordance with the Facility A Agreement or the Facility B Agreement (as applicable).

Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of the Bank or any other Guaranteed Party hereunder.

No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other person or received or collected by the Bank or any other Guaranteed Party from the Borrower, any of the Guarantors, any other guarantor or any other person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Maturity Date.

Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Bank or any other Guaranteed Party on account of its liability hereunder, it will notify the Bank in writing that such payment is made under this Guaranty for such purpose (provided that the failure to provide such notice shall not result in such payment not being applied to the Obligations or such payment being deemed not made).

If acceleration of the time for payment of any Obligation by the Borrower is stayed by reason of the insolvency or receivership of the Borrower or otherwise, all Obligations otherwise subject to acceleration under the terms of any Finance Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Bank.

Right of Contribution.

Right of Set-off.

Deferral of Subrogation and Contribution.

Amendments, etc., with Respect to the Obligations; Waiver of Rights.

Subject to Section 8, the obligations of each Guarantor under this Guaranty shall be unconditional and absolute, and without limiting the foregoing, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations made by the Bank or any other Guaranteed Party may be rescinded by such party

Notwithstanding Section 6(a), each Guarantor waives:

Guaranty Absolute and Unconditional.

Reinstatement and Limitations.

This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Bank or any other Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any part of its property or assets, or otherwise, all as though such payments had been due but not made at such time.

Notwithstanding anything herein or in any other Finance Document to the contrary, each Guarantor’s liability hereunder and under the other Finance Documents shall in no event exceed an aggregate amount that would render this Guaranty with respect to such Guarantor subject to avoidance under any applicable law.

A guarantee given by a Guarantor incorporated in the Netherlands shall not be valid and the right to enforce such guarantee shall be excluded to the extent that such guarantee constitutes unlawful financial assistance within the meaning of section 2:98c DCC.

In the case of any person that becomes a Guarantor pursuant to Section 20, such Guarantor’s maximum liability shall in no event exceed the amount specified in the applicable Supplement hereto.

Any limitation applicable to a Guarantor set forth in this Section 8 will not limit or otherwise affect the liability or obligations of any other Guarantor hereunder.

Payments.

Representations and Warranties; Covenants.

Authority of Bank.

Joint and Several Obligations.

Notices.

Counterparts.

Severability.

Integration.

Amendments in Writing; No Waiver; Cumulative Remedies.

Other than in the case of the delivery of a Supplement by an additional Guarantor or the release or discharge of a Guarantor in accordance with the Finance Documents, none of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Guarantor and the Bank in accordance with clause 22.7 of the Facility A Agreement.

Neither the Bank nor any other Guaranteed Party shall by any act (except by a written instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Bank or any other Guaranteed Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Bank or any other Guaranteed Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Bank or any Guaranteed Party would otherwise have on any future occasion.

The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section Headings.

Successors and Assigns.

Additional Guarantors.

Governing law

Jurisdiction

NXP SEMICONDUCTORS N.V.

Name:

Title:

NXP USA, INC.

/s/ Jennifer Wuamett

Name:

Jennifer Wuamett

Name:  Timothy Shelhamer

Title:

President

Title: Assistant Secretary

NXP FUNDING LLC

/s/ Luc de Dobbeleer

Name:

Luc de Dobbeleer

Name:  Jennifer Wuamett

Title:

President

Title: Vice President

Name:

Nathalie Climence

Name:  Tom Nguyen

Title:

Authorised representative

Title: Authorised representative

Name:

Name:

Title:

Authorised representative

Title: Authorised representative

Name:

Name:

Title:

Authorised representative

Title: Authorised representative

The Dealer Agreements are substantially identical in all material respects except as to the Dealer party thereto.

OFFERS, SALES AND RESALES OF NOTES AND GUARANTEES.

While (i) none of the Issuers or the Parent Guarantor have or shall have any obligation to sell any Securities to the Dealer or to permit the Dealer to arrange any sale of any Securities for the account of the Issuers or the Parent Guarantor, and (ii) the Dealer has and shall have no obligation to purchase the Securities from the Issuers or the Parent Guarantor or to arrange any sale of the Securities for the account of the Issuers or the Parent Guarantor, the parties hereto agree that in any case where the Dealer purchases Securities from the Issuers and the Parent Guarantor, or arranges for the sale of Securities by the Issuers and the Parent Guarantor, such Securities will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuers and the Parent Guarantor contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein and sold by the Issuers and the Parent Guarantor in reliance on the covenants and agreements of the Dealer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, none of the Issuers or the Parent Guarantor shall, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Securities except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Securities by executing with the Issuers and the Parent Guarantor one or more

The Notes shall have a minimum Face Amount of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their Face Amounts, as shall be agreed upon by the Dealer and the Issuers, shall have a maturity not exceeding three hundred ninety-seven (397) days from the date of issuance and may have such terms as are specified in Exhibit B hereto, the Private Placement Memorandum or a pricing supplement, or as otherwise agreed upon by the applicable purchaser and the Issuers. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”

The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agent Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more master notes (each, a “Master Note”) registered in the name of The Depository Trust Company (“DTC”) or its nominee, in the form or forms annexed to the Issuing and Paying Agent Agreement.

If the Issuers and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuers shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agent Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuers. Except as otherwise agreed, in the event that the Dealer is acting as an agent and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuers, and if the Dealer has theretofore paid the Issuers for the Note, the Issuers will promptly return such funds to the Dealer against its return of the Note to the Issuers, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note.

Each of the Dealer, the Issuers and the Parent Guarantor hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:

Offers and sales of the Notes by or through the Dealer shall be made only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors or (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.

Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.

No general solicitation or general advertising shall be used in connection with the offering of the Securities. Without limiting the generality of the foregoing, without the prior written approval of the Dealer, none of the Issuers or the Parent Guarantor shall issue any press release or place or publish any “tombstone” or other advertisement relating to the offer and sale of the Securities. Notwithstanding the foregoing, (i) any publication by any Issuer and/or the Parent Guarantor of a notice in accordance with Rule 135c under the Securities Act shall not be deemed to constitute general solicitation or general advertising hereunder and shall not require prior written approval of the Dealer (provided that the Issuers and/or the Parent Guarantor shall provide a copy thereof to the Dealer at least three (3) business days prior to publication) and (ii) the Issuers and the Parent Guarantor shall be permitted to make such filings with the SEC that the Issuers or the Parent Guarantor, as applicable, reasonably determine are required to comply with Section 13 or 15(d) of the Exchange Act, and the Dealer acknowledges the Parent Guarantor intends to file a Current Report on Form 8-K on or about the date hereof with respect to transactions contemplated hereby; provided, however, that unless otherwise prohibited by applicable securities laws, rules and regulations, the Issuers and/or the Parent Guarantor, as applicable, shall omit the name of the Dealer from any publicly available filing (including any Current Report on Form 8-K) made by any Issuer or the Parent Guarantor that makes reference to the Securities, the issuance, offer or sale of the Securities or this Agreement, including by redacting the Dealer’s name and any contact or other information that could identify the Dealer from any agreement or other information included in such filing. For the avoidance of doubt, none of the Issuers or the Parent Guarantor shall post the Private Placement Memorandum on a website without the consent of the Dealer and each other dealer or placement agent, if any, for the Securities.

No sale of Notes to any one purchaser shall be for less than $250,000 Face Amount, and no Note shall be issued in a smaller Face Amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 Face Amount of Notes.

Offers and sales of the Securities shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Securities hereunder, as well as on each individual certificate representing a Note or Guaranty and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.

The Dealer shall furnish or shall have furnished to each purchaser of any Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously been furnished a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuers, the Parent Guarantor and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuers and the Parent Guarantor may be obtained.

The Issuers and the Parent Guarantor, jointly and severally, agree, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time any Issuer or the Parent Guarantor shall not be subject to Section 13 or 15(d) of the Exchange Act (other than by operation of an applicable exemption thereunder, such as Rule 12h-5), such Issuer or the Parent Guarantor, as applicable, will furnish, upon request and at their expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).

In the event that any Securities offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuers shall promptly notify the Dealer (by telephone, confirmed in writing, or electronic mail) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Securities that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.

Each of the Issuers and the Parent Guarantor represents that none of the Issuers nor the Parent Guarantor is currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. Each of the Issuers and the Parent Guarantor agrees that, if any Issuer or the Parent Guarantor shall issue commercial paper after the date hereof in reliance upon such exemption

Each of the Issuers and the Parent Guarantor hereby represents and warrants to the Dealer, in connection with offers, sales and resales of the Securities, as follows:

Each of the Issuers and the Parent Guarantor hereby confirms to the Dealer that (except as permitted by Section 1.6(i)) within the preceding six months, none of the Issuers, the Parent Guarantor or any person other than the Dealer or the Other Dealers acting on behalf of an Issuer or the Parent Guarantor has offered or sold any Securities, or any substantially similar security of an Issuer or the Parent Guarantor, to, or solicited offers to buy any such security from, any person other than the Dealer or the Other Dealers. Each of the Issuers and the Parent Guarantor also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the Other Dealers as contemplated hereby, and until at least six months after the offer of Notes hereunder has been terminated, none of the Issuers, the Parent Guarantor or any person other than the Dealer or the Other Dealers (except as contemplated by Section 1.2 hereof) will offer the Securities or any substantially similar security of any Issuer or the Parent Guarantor for sale to, or solicit offers to buy any such security from, any person other than the Dealer or the Other Dealers; provided that it is understood that such agreement is made with a view to bringing the offer and sale of the Securities within the exemption provided by Section 4(a)(2) of the Securities Act and shall survive any termination of this Agreement. Each of the Issuers and the Parent Guarantor hereby (i) represents and warrants that it has not taken or omitted to take, and (ii) covenants that it will not take, or omit to take, in each case, any action, which action (or the absence thereof, in the case of an omission) would cause the offering and sale of Securities hereunder to be integrated with any other offering of securities, whether such offering is made by an Issuer, the Parent Guarantor or some other party or parties.

Each of the Issuers and the Parent Guarantor represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. In the event that any Issuer

No Issuer shall issue Notes, or request the Dealer to offer and sell Notes, to the extent that after giving effect to such issuance and the application of the proceeds thereof, the aggregate Face Amount of outstanding Notes under the Program would exceed the Maximum Amount. The Issuers may from time to time increase the Maximum Amount by:

giving at least three (3) calendar days’ notice by letter substantially in the form attached hereto as Exhibit C (the “Notification Letter for an Increase in the Maximum Amount”) to the Dealer and the Issuing and Paying Agent; and

delivery of (i) a certificate from a duly authorized officer of each of the Issuers and the Parent Guarantor confirming that no changes have been made to the organizational documents of the Issuers and the Parent Guarantor since the date certified copies thereof were most recently delivered to the Dealer or, if there has been any such change, a certified copy of the related organizational documents currently in force; (ii) certified copies of all documents evidencing the internal authorization and approval required to be adopted by each of the Issuers and the Parent Guarantor for such an increase in the Maximum Amount; (iii) an updated or supplemental Private Placement Memorandum reflecting the increase in the Maximum Amount of the Program; (iv) legal opinion(s) of counsel to the Issuers and the Parent Guarantor addressed to the Dealer, in form and substance reasonably satisfactory to the Dealer; (v) evidence from each nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act) providing a rating of the Notes either (A) that such rating has been confirmed after giving effect to the increase in the Maximum Amount or (B) setting forth any change in the rating of the Notes after giving effect to the increase in the Maximum Amount; and (vi) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.

REPRESENTATIONS AND WARRANTIES OF THE ISSUERS AND THE PARENT GUARANTOR.

Each of the Issuers and the Parent Guarantor has been duly organized or incorporated, as the case may be, is validly existing as a corporation or other entity under the laws of the jurisdiction of its incorporation or formation, is a corporation or other entity in good standing, where such concept exists, under the laws of the jurisdiction of its incorporation or formation, and has all the requisite power and authority to execute, deliver and perform its obligations under the Program Documents to which it is a party and to consummate the issuance and sale of, and the performance of obligations under, the Notes and the Guaranty contemplated in connection therewith.

Each Program Document to which each of the Issuers or the Parent Guarantor is party has been duly authorized, executed and delivered by such Issuers or the Parent Guarantor, as applicable, and constitute legal, valid and binding obligations of such Issuers or the Parent Guarantor, as applicable, enforceable against such Issuers or the Parent Guarantor, as applicable, in accordance with their terms, subject to applicable bankruptcy, administration, reorganization, financial assistance, fraudulent transfer, insolvency and similar laws relating to or affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and limitations on rights to indemnity and contribution imposed by applicable law.

The Notes have been duly authorized by each of the Issuers, and when issued as provided in the Issuing and Paying Agent Agreement, will be duly and validly issued and will constitute legal, valid and binding joint and several obligations of the Issuers enforceable against the Issuers in accordance with their terms, subject to applicable bankruptcy, administration, reorganization, financial assistance, fraudulent transfer, insolvency and similar laws relating to or affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

The Guaranty has been duly authorized, executed and delivered by the Parent Guarantor, and constitutes the legal, valid and binding obligation of the Parent Guarantor, enforceable against the Parent Guarantor in accordance with its terms, subject to applicable bankruptcy, administration, reorganization, financial assistance, fraudulent transfer, insolvency and similar laws relating to or affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Assuming compliance by the Dealer with the terms applicable to it set forth in Section 1.6 of the Agreement, the offer, sale and initial resale of the Securities in the manner contemplated hereby do not require registration of the Securities under the Securities Act, and no indenture in respect of the Securities is required to be qualified under the Trust Indenture Act of 1939, as amended.

The Securities will rank at least pari passu in right of payment with all other unsubordinated indebtedness of each of the Issuers and the Parent Guarantor, respectively.

Assuming compliance by the Dealer with the terms applicable to it set forth in Section 1.6 of this Agreement, no consent or action of, or filing or registration with, any governmental or public regulatory body or authority having jurisdiction over any of the Issuers or the Parent Guarantor, as applicable, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, the Program Documents to which each of the Issuers or the Parent Guarantor is a party or the consummation by the Issuers of the issuance and sale of, or the performance of their respective obligations under the Notes contemplated thereby, or the consummation by the Parent Guarantor of the issuance of, or the performance of its obligations under, the Guaranty, except (i) the filing by the Parent Guarantor of a Current Report on Form 8-K with the SEC, if the Parent Guarantor reasonably determines such filing is required or advisable, or (ii) as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.

Neither the execution and delivery of any Program Documents to which the Issuers or the Parent Guarantor, as applicable, is a party nor the issuance of the Securities in accordance with the Issuing and Paying Agent Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by any Issuer or the Parent Guarantor, as applicable, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any Issuer or the Parent Guarantor, as applicable, or (ii) violate or result in a breach or a default under any of the terms of (a) the organizational documents of any of the Issuers or the Parent Guarantor, (b) any contract or instrument to which any of the Issuers or the Parent Guarantor is a party or by which it or its property is bound, or (c) any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which any of the Issuers or the Parent Guarantor is subject or by which it or its property is bound, except any violation, breach or default with respect clauses (b) or (c) insofar as would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the power or ability of any Issuer or the Parent Guarantor to consummate the transactions contemplated by the Program Documents to which it is a party, including any Notes evidenced by the Master Note.

There is no litigation or governmental proceeding pending, or to the knowledge of the Parent Guarantor threatened, against or affecting the Parent Guarantor or any of its subsidiaries (including the Issuers) other than proceedings accurately described in the Company Information or proceedings that would not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the power or ability of any Issuer or the Parent Guarantor to consummate the transactions contemplated by the Program Documents to which it is a party, including any Notes evidenced by the Master Note.