Alliander documenten versterking kapitaalstructuur.pdf

(d)

provide to the Lenders, by no later than 5 Business Days prior to the Closing Date, all of the documents and evidence referred to in Schedule 2 (Conditions precedent) in form and substance satisfactory to the Lenders (acting reasonably) provided that the conditions may be waived by the Lenders in whole or in part; and

(e)

pay and discharge all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, unless (and only to the extent that) (i) payment of those Taxes is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them (iii) the payment can be lawfully withheld and (iv) failure to pay those Taxes is not reasonably likely to have a material adverse effect.

EVENTS OF DEFAULT Each of the events or circumstances set out in this Clause 18 is an Event of Default (save for Clause 18.4 (Acceleration)).

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18.1

Non-payment of principal The Borrower does not pay any amount of principal payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.2

Non-payment of interest Subject to Clause 11.4 (Optional deferral of interest by the Borrower), the Borrower does not pay any amount of interest payable under this Agreement at the place and in the currency in which it is expressed to be payable within 14 days of the due date.

18.3

Insolvency proceedings An order is made or an effective resolution is passed for the Winding-up of the Borrower except in any such case for the purpose of and followed by a merger, reconstruction or amalgamation the terms of which have been previously approved by Majority Lenders.

18.4

Acceleration (a)

On and at any time after the occurrence of an Event of Default which is continuing the Majority Lenders may: (i)

by notice to the Borrower cancel the Commitment whereupon it shall immediately be cancelled;

(ii)

in the case of Clause 18.1 (Non-payment of principal) and Clause 18.2 (Non-payment of interest)), at their discretion and, subject to any applicable laws, without further notice, institute proceedings for the Winding-up of the Borrower in the Netherlands (but not elsewhere) and/or prove in any Winding-up of the Borrower, but may take no other action in respect of such default; and

(iii)

in the case of Clause 18.3 (Insolvency proceedings), declare the Loans immediately become due and repayable at their outstanding principal amount together with accrued interest and any Arrears of Interest and/or prove in the Winding-up of the Borrower, subject always to the ranking provided in Clause 2 (Subordination).

(b)

Subject as provided in this Clause 18.4, a Lender may at its discretion and without further notice institute such proceedings or take such steps or actions against Borrower as it may think fit to enforce any term or condition binding on the Borrower but in no event shall the Borrower, by virtue of the institution of any such proceedings, steps or actions, be obliged to pay any sum or sums, in each case, sooner than the same would otherwise have been payable by it.

(c)

No remedy against the Borrower, other than as referred to in this Clause 18, shall be available to the Lenders whether for the recovery of amounts owing under this Agreement or in respect of any breach by the Borrower of any of its other obligations under or in respect of this Agreement.

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