EXERCISING THE RIGHT OF SATISFACTION FROM THE FIXED CHARGE

The Parties hereby unconditionally and irrevocably agree that the Chargee is entitled to exercise its right of satisfaction hereunder following the occurrence of an Event of Default on the condition that the period open for enforcement shall start on the date of the notice on enforcement sent to the Chargor by the Chargee.

(a) The Parties irrevocably and unconditionally agree that once the right to seek satisfaction under this Agreement has arisen under Clauses 8.1 (Right of satisfaction), the Chargee shall be entitled to exercise such right of satisfaction by any of the means as specified below:

(i) via court enforcement proceedings (as set out in Section 5:126 (3) of the Civil Code);

(ii) via simplified court enforcement proceedings as set out in the Court Enforcement Act and according to the terms of the Sale of the Encumbered Assets (see below));

(A) sale of the Encumbered Assets by the Chargee (as set out in Section 5:131 of the Civil Code) (the " Sale of the Encumbered Assets "); or

(B) acquisition of the ownership title in the Encumbered Assets by the Chargee (as set out in Section 5:137 of the Civil Code (the " Acquisition of the Ownership Title "; the Sale of the Encumbered Asset and the Acquisition of the Ownership Title are jointly the “ Non-Judicial Enforcement Methods of the Fixed Charge ”); or

(iv) any other means prescribed by the applicable laws of Hungary in connection with the enforcement of security in respect of certain types of properties.

(b) The Chargor hereby acknowledges that the Chargee is entitled to change the initial enforcement method of its right of satisfaction to any other method provided in Clause 8.2 (Procedure) of this Agreement in its sole discretion.

(c) The provisions of the Civil Code and the Governmental Decree No. 12/2003 (I.30) on the non-judicial enforcement of charges are applicable for the Non-Judicial Enforcement Methods of the Fixed Charge referred to in Clause 8.2 (a) (iii) in respect of any rule and provision not regulated herein.

(a) The Chargee is entitled to sell the Encumbered Assets 10 days after the date when the Chargor duly received the preliminary written notification regarding the Sale of the Encumbered Assets with the content set out in Section 5:131 of the Civil Code (the " Preliminary Notification ").

(b) The Chargee is entitled to sell the Encumbered Assets on behalf of the Chargor via private sale, at a price being not less than sixty per cent. (60%) of the fair market value defined under Clause 8.3 (d).

(c) Should the Chargee decide to exercise its right of satisfaction, the Chargor shall, upon the instruction of the Chargee incorporated into the Preliminary Notification, hand over possession of the Encumbered Assets in the manner identified in the Preliminary Notification at the date and to the individual identified in such notice for its sale or other disposal, as required by the Chargee.

(d) For the purpose of determining the fair market value of the Encumbered Assets, the Chargee shall propose three (3) internationally recognised independent valuers, and the Chargor may at its own discretion appoint one of them. Should the Chargor fail to appoint the valuer within five (5) days, the Chargee may, at its own discretion, but at the costs of the Chargor, appoint the valuer. The independent valuer shall be appointed in a way to ensure that valuation is completed within thirty (30) days from the appointment.

(e) The Parties hereby declare that the procedure for the calculation and determination of the fair market value of the Encumbered Assets described in Clause 8.3 (c)complies with the requirement of commercial reasonableness, thus the Chargor hereby expressly and irrevocably waives any right to challenge this Agreement based on any ground, in particular based on apparent disproportion in the values, fraud or misrepresentation.

(a) The Chargee is entitled to send a written offer with the content set out in Section 5:137 (2) of the Civil Code to the Chargor (the " Offer "), according to which the Chargee may acquire the ownership title in the Encumbered Assets for the release in the Secured Liabilities, whole or in part, as remuneration for the Encumbered Assets.

(b) If the statutory requirements as set out in Section 5:137 (5) of the Civil Code are complied with and the Chargor accepts the Offer within 20 days of its receipt, the sale and purchase agreement is concluded by law between the Chargee as purchaser and the Chargor as seller in accordance with the terms of the Offer. By means of transfer of the ownership title, the Secured Liabilities concerned by the Offer are terminated, whole or in part.

Any sum received by the Chargee following the enforcement of the Fixed Charge created hereunder shall be applied by the Chargee in the following order of priority

(a) in satisfaction of, or provision for all fees, costs and expenses incurred by the Chargee (if any) in connection with the enforcement of this Agreement;

By executing this Agreement, the Chargor hereby irrevocably and unconditionally consents to the Chargee taking whatever actions the Chargee may reasonably require at the Chargor’s own expense following the occurrence of an Event of Default, for:

(a) facilitating the enforcement against the Encumbered Assets or the exercise of any right, power or discretion exercisable, by the Chargee or any of its delegates or agents in respect of the Encumbered Assets; and/or

(b) the execution of any document or the giving of any notice, order or direction and the making of any registration, which in any such case, the Chargee may reasonably think expedient.

In order to constitute, protect or enforce the Fixed Charge to be created or created by this Agreement, the Chargor hereby unconditionally appoints:

to be its attorney at any time to sign and do all such acts and things which the Chargor could do or ought to do pursuant to the provisions of this Agreement in relation to the Encumbered Assets and generally in the name of the Chargor to exercise any of the rights conferred on the Chargee or any delegate pursuant to this Agreement or by laws and regulations of Hungary or other applicable law to which the Chargee or any delegate is subject.

11.1 Notices hereunder by the Parties shall be delivered to the following addresses:

The Parties shall notify each other of all changes in addresses, fax numbers, telephone numbers hereunder pursuant to this Clause. Notice to the Parties shall be deemed delivered: in case of delivery in person, on the date it is delivered to the other Party, in case of delivery by post, on the (2^nd) Business Day following dispatch, in case of delivery by fax, when the confirmation of successful fax transmission is available. The Parties agree that in case of delivery by fax notices (instructions) shall only be delivered in printed or type-written form.

11.2 Notices given under or in connection with this Agreement shall be made in writing, and unless provided otherwise or agreed otherwise between the Chargee and the Chargor, it shall be made in [Hungarian].

The Chargor shall promptly on demand pay the Chargee the amount of all costs, expenses and notarisation and legal fees incurred by it in connection with the negotiation, preparation, printing, execution and notarisation of this Agreement (including the costs and expenses of any valuation required under this Agreement and out-of-pocket expenses).

If a request, an amendment, waiver or consent is required, the Chargor shall reimburse the Chargee on demand within five (5) Business Days for the amount of all costs and expenses (including legal and notarial fees) reasonably incurred in responding to, evaluating, negotiating or complying with that request or requirement.

The Chargor shall pay the Chargee on demand the amount of all costs and expenses (including legal and notarial fees) incurred in connection with the enforcement or the preservation of any rights in connection with any Event of Default.

The Chargor shall indemnify the Chargee on demand against any cost, loss or liability incurred in relation to all stamp duty, registration fee and other similar taxes payable in respect of this Agreement.

The Chargor shall promptly on demand pay to the Chargee the amount of transaction levy payable by the Chargee under Act XCVI of 2012 on the financial transaction levy after any transactions executed in connection with the Finance Documents.

(a) All payments made by the Chargor to the Chargee hereunder shall be exclusive of value added tax. Should such payments be subject to value added tax, then the Chargor shall pay the related value added tax (in addition to and simultaneously with the relevant payment) to the Chargee.

(b) Where the Chargor is to pay the costs and expenses of the Chargee pursuant to the provisions hereof, at the same time the Chargor shall also pay the Chargee the value added tax incurred in connection with such costs and expenses by the Chargee unless the Chargee is entitled to reimbursement and set-off.

The Agreement ceases to be in effect exclusively at the end of the Security Period, and cannot be terminated or ceased by the Chargor prior to that date. Chargee hereby undertakes to issue to the Chargor its declaration required for the de-registration of the Fixed Charge from the Register of Credit Securities, within fifteen (15) Business Days from the end of the Security Period.

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

No failure to exercise nor any delay in exercising any right or remedy under this Agreement on the part of the Chargee shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies of the Chargee under the law.

The Parties hereby agree that any provisions of this Agreement may only be amended in writing in a notarised form with the consent of each Party.

The Pelgor represents that it is a Hungarian resident business corporation founded and registered in Hungary, The Pledgee represents that it is a company registered in the Netherlands, represented by ING Bank N.V. Hungary Branch in accordance with Section 24 of the Act CXXXII of 1997 on Hungarian Branch Offices and Commercial Representative Offices of Foreign-Registered Companies.

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