TRESU Q3 2023 Financial Report

TRESU Risk factors (continued) 7. Certain limitations on enforcement and certain defences that may limit validity and enforceability of Guarantees and Transaction Security The Intercreditor Agreement provides for general limitation language to the effect that the Guarantees are limited to an extent required under United States of America law. Similar limitations may be included for future Guarantees in other jurisdictions. Although laws differ among various jurisdictions, in general, under fraudulent conveyance, voidable transaction and other laws, a court could subordinate or void the Guarantees, or the security interest granted under the Security Documents and, if payment had already been made under a Guarantee or enforcement proceeds applied under a Security Document, require that the recipient returns the payment to the relevant Guarantor or security provider, if the court found that: the amount paid or payable under the relevant Guarantee or the enforcement proceeds under the relevant Security Document was in excess of the maximum amount permitted under applicable law; the relevant Guarantee or Security Interest was incurred with intent to hinder, delay or defraud creditors of the Guarantor or security provider or for fraudulent purposes or, in certain jurisdictions, even solely because the relevant Guarantee was incurred or the security interest was granted without sufficient compensation or the recipient was simply aware or should have been aware that the Guarantor or security grantor was insolvent or in distress when it granted the relevant Guarantee or security, or such grant was made within a certain statutory period before insolvency or distress occurred; the Guarantor or security provider did not receive fair consideration or reasonably equivalent value for the relevant Guarantee or security interest and the Guarantor or security provider was (i) insolvent or rendered insolvent because of the relevant Guarantee or security interest, (ii) undercapitalised or became undercapitalised because of the relevant Guarantee or Security Interest or (iii) intended to incur, or believed that it would incur, indebtedness beyond its ability to pay at maturity; or the relevant Guarantees or Security Interest were held to exceed the corporate objects or corporate purposes of the Guarantor or security provider or not to be in the best interests or for the corporate benefit of the Guarantor or security provider. In an insolvency proceeding, it is possible that creditors of the Guarantor or provider of Security Interests or an appointed insolvency administrator may void the Guarantees and Security Interests as fraudulent transfers or conveyances or on other grounds. In certain situations, the relevant bankruptcy court may also act ex officio and declare the Guarantees or Security Interests to be ineffective, unenforceable or void. If so, such laws may permit the court, if it makes certain findings, to: void or invalidate all or a portion of the obligations under the Guarantees or Security Interests; • direct that Bondholders return any amounts paid under a Guarantee or any Security Document to the relevant Guarantor or provider of Security Interests or to a fund for the benefit of the relevant creditors; or take other action that is detrimental to Bondholders. 71 24

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