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You agree that the terms and conditions (the “Agreement”) set out below shall apply to the disclosure of Confidential Information in relation to the Purpose.

You and Rivage Investment refer to the proposed disclosure of certain non-public and/or proprietary information, in relation to debt funds and financings managed or advised by Rivage Investment (Portfolio Management Company approved by the AMF under the reference GP-10000042), or any of its affiliates, as well as information related to Rivage Investment (including any affiliates), for the exclusive purpose of complying with your professional duties (the “Purpose”).

The party disclosing such information is the “Disclosing Party” and the party receiving it is the “Receiving Party” (each a “Party” and together “the Parties”).

In consideration of the disclosure of Confidential Information related to the Purpose, by the Disclosing Party, the Receiving Party hereby agrees:

1. For the Purpose of this Agreement, the term “Confidential Information” shall mean all oral, written, printed, photographically recorded or electronically recorded information and data including, but not limited to, products, funds, models, processes, periodic and other reports, trade secrets, know-how, fund documentation, market opportunities, fees or fee scales and/or arrangements or any other information which is supplied to the Receiving Party by or on behalf of the Disclosing Party at any time in relation to the Purpose which is of a proprietary and confidential nature.
2. With effect from the date of your first access to the data room, in consideration of disclosure and receipt of such Confidential Information, the Receiving Party agrees (subject to paragraph 3 below) that:
   1. Confidential Information shall not be disclosed in whole or in part by the Receiving Party to any third party except to the following persons:
      1. Directors, employees, Affiliates (Affiliates shall mean with respect to any person or entity, any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, the former person or entity; for purposes of the foregoing, the word “control” and derivative forms of such term shall have the meaning set forth in article L 233-3 of the French Commercial Code (“Code de commerce”) of the Receiving Party and its representatives, advisers, accountants, lawyers or agents (collectively the "Representatives") on a need to know basis, and,
      2. any other persons, other than the Representatives, to whom the Disclosing Party have consented in writing prior to the disclosure that the Confidential Information may be disclosed, except when there shall be no such requirements to so inform and sign if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
   2. Confidential Information shall be used by the Receiving Party solely for the Purpose and not for any other purpose; and
   3. the Receiving Party shall procure that the confidentiality of the Confidential Information is preserved at all times.
   The Receiving Party will advise each person outside the Receiving Party, except the Representatives, to whom the Confidential Information is disclosed that the Receiving Party is subject to a duty of confidence and will ensure, after prior agreement of the Disclosing Party in compliance with 2 (a) (ii) above, that each such person acknowledges in writing and complies with the terms of this Agreement as if such person were the Receiving Party.
3. Confidential Information does not include information that the Receiving Party can prove: (i) was in its possession prior to its being disclosed by the Disclosing Party pursuant to this Agreement, provided the source of that information was not known by the Receiving Party to be bound by a confidentiality agreement with, or other legal; (ii) is now, or later becomes, through no act or failure to act on the part of either Party, generally known to the public; (iii) is obtained by the Receiving Party from a third party without breach of any obligation; or (iv) is necessary to comply with a court order or any applicable law or regulation or the requirements of any relevant regulatory authority, in which event the Receiving Party will, to the extent permitted by law, notify the Disclosing Party as soon as practicable (and in reasonable detail) of the requirement upon the Receiving Party to disclose Confidential Information and the nature and extent of such disclosure.
4. The Receiving Party agrees, upon request from the Disclosing Party, promptly to return (or destroy, as requested), all documents containing Confidential Information and all copies provided however, that the Receiving Party is permitted to retain records of the Confidential Information (including any notes of or analysis performed by the Receiving Party):
   1. to the extent required by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body; and
   2. to the extent such Confidential Information (including any notes of or analysis performed by the Receiving Party) is stored in any automatic electronic archiving or back-up system.
5. The Receiving Party agrees that, notwithstanding the return of such documents, its undertaking in paragraph 2 above shall remain in force, subject to the provisions of this Agreement, notwithstanding the termination of any other agreement or business relationship between the Receiving Party and the Disclosing Party for a period of 5 (five) years from the date of this Agreement.
6. Without prejudice to any other right or remedy that the Disclosing Party may have, they may be harmed by a breach of any of the provisions of this Agreement and damages would not be an adequate remedy for any such breach, and the Disclosing Party shall be entitled to apply for any interim or conservatory measures for any threatened or actual breach of the provisions of this Agreement by the Receiving Party or the persons referred to in clause 2(a).
7. Each provision of this Agreement (including each undertaking and each part of it) shall be construed separately and independently from each other and notwithstanding that any such provision and/or undertaking (or part of it) may prove to be illegal or unenforceable the remaining provisions and undertakings in this Agreement shall continue in full force and effect.
8. The Parties shall not make any announcement or disclosure of any kind whatsoever concerning this Agreement, including without limitation the existence of this Agreement, without the other Party’s prior written consent unless such announcement and/or disclosure is required by law.
9. The Receiving Party will not be authorized, for the Purpose, to make any disclosure to the market, even on a “non name” basis.
10. This Agreement shall be governed by and construed in accordance with the laws of France. Any disputes or claims arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Paris Tribunal de Commerce.