TRESU Q3 2023 Financial Report

TRESU Risk factors (continued) 5.14. Sharing of transaction security and insolvency proceeds The relation between the Secured Creditors is governed by an intercreditor agreement (the "Intercreditor Agreement") between, among others, the Issuer, a security agent, Nordic Trustee A/S (the "Security Agent"), the Bondholders' agent, Nordic Trustee A/S (the "Agent") and the Secured Creditors. Pursuant to the Intercreditor Agreement, the providers of the Super Senior Revolving Credit Facility Agreement, the providers of the Super Senior Term Loan Facility and certain providers of hedging facilities to the Group (jointly the "Super Senior Creditors") will have the right to proceeds from the transaction security and any payments from the Issuer or any of the guarantors in an insolvency prior to the Bondholders. Consequently, the Bondholders may not be able to recover from the proceeds of the transaction security in an enforcement or from the Issuer or the guarantors in an insolvency unless and until the Super Senior Creditors have been fully repaid. Furthermore, any additional Bonds and certain other new debt may share in the transaction security on an equal basis (pari passu) with the Bondholders or have the benefit of security of some of the Issuer's or Guarantors' other assets, which may reduce the Bondholders recovery. 5.15. Risks relating to the instruction of the Security Agent The transaction security will be granted in favour of the Security Agent (as representative of the Senior Secured Parties) and not directly to the Bondholders. As a consequence, Bondholders do not have direct security interests and will not be entitled to take individual enforcement action in respect of the transaction security securing the Bonds. The Security Agent will take enforcement instructions primarily from the Agent (representing the Bondholders). However, if the Agent (representing the Bondholders) wishes to enforce the security, the Agent must first consult with the other Secured Creditors (in the event there is no agreement on the proposed enforcement action) for a period of 30 days after which the Agent (representing the Bondholders) may instruct the Security Agent to take such action. The other Secured Creditors may thus delay enforcement which the Bondholders believe is necessary. Furthermore, the Security Agent may act in a manner that the Bondholders believe is to their detriment. In some situations (e.g. where another Secured Creditor has requested enforcement action to be taken but the Bondholders have not provided any enforcement instruction to the Security Agent within three months after the end of the consultation period, or where enforcement action requested by the Bondholders has not resulted in any enforcement proceeds being made available to the Security Agent within six months from the end of the consultation period), the other Secured Creditors may give enforcement instructions to the Security Agent. The Bondholders and the other Secured Creditors will be represented by the Security Agent in all matters relating to the transaction security. There is a risk that the Security Agent, or anyone appointed by it, does not properly fulfil its obligations in terms of perfecting, maintaining, enforcing or taking other necessary actions in relation to the transaction security. Subject to the terms of the Intercreditor Agreement, the Security Agent is entitled to enter into agreements with the Issuer or a third party or take any other actions necessary for the purpose of maintaining, releasing or enforcing the transaction security or for the purpose of settling, among others, the Bondholders' rights to the security. Although there is a limitation that such actions shall not be taken if the Security Agent deems the action to be detrimental to the interests of the Bondholders, it cannot be guaranteed that actions will not be taken that may be considered to be detrimental in the view of some or all of the Bondholders. The Intercreditor Agreement contains important terms in respect of, inter alia, the ranking of the Bonds and Bondholders are encouraged by the Issuer to review the Intercreditor Agreement in full and make themselves familiar with its terms. 5.16. Risks relating to the Security Agent As regards the Security Documents governed by Danish law, the above concerns regarding the ability of the Security Agent to hold the relevant Security Interests on behalf of the Bondholders can be addressed by registering the Security Agent with the Danish Financial Supervisory Authority (in Danish: Finanstilsynet) in accordance with the rules set out in Chapter 4 of the Danish Act on Capital Markets (in Danish: lov om kapitalmarkeder). No assurance can be given that the registration of the Security Agent with the Danish Financial Supervisory Authority will be maintained. In addition, Bondholders bear some risk associated with a possible insolvency or bankruptcy of the Security Agent which could in particular result in a delay in enforcement, diminishing value or even loss of the Security Interests or Guarantees in those jurisdictions, where the guarantee is not created in favour of Bondholders but rather in favour of the Security Agent. 62

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