IN079 Bijlage brief Alliander.pdf

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 amerger, 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, aLender 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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19.

CHANGES TO PARTIES

19.1

Transfers (a)

In this Clause 19: Transfer Date means, for aTransfer Certificate, the later of: (A)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(B)

the date on which the New Lender or the Borrower, as applicable, executes the relevant Transfer Certificate.

(b)

The Borrower may not assign any of its rights or transfer any of its rights or obligations under this Agreement without the prior written consent of all the Lenders.

(c)

A Lender (the Existing Lender) may transfer its contractual position in accordance with Section 6:159 Dutch Civil Code to:

(i)

any other Lender (a New Lender), provided such Lender is aShareholder at the time of the transfer and provided that such transfer does not result in aChange of Control; and

(ii)

the Borrower,

in each case, in accordance with applicable law (including, for avoidance of doubt, the Market Abuse Regulation).

19.2

(d)

The Borrower and each Lender agree and confirm that it in advance provided its co-operation (as required by Section 6:159 Dutch Civil Code) to any transfer which complies with paragraph (c) above.

(e)

Any reference in this Agreement to aLender includes aNew Lender but excludes aLender if no amount is or may be owed to or by it under this Agreement.

Procedure for transfer (a)

Subject to the conditions set out in Clause 19.1 (Transfers) atransfer is effected in accordance with paragraph (b) below when the New Lender or the Borrower, as applicable, executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender.

(b)

On the Transfer Date:

(i)

the entire or part of the legal relationship under the Agreement of the existing Lender which is aparty to the Transfer Certificate, expressed to be transferred thereby, will be transferred to the New Lender or the Borrower, as applicable, by way of an assumption of contract (contractsoverneming) pursuant to Section 6:159 Dutch Civil Code; and

(ii) (c)

the New Lender shall become aParty as aLender.

The New Lender shall notify the Borrower of any transfer promptly on execution of the Transfer Certificate in respect of such transfer and shall as soon as reasonably practicable after it has executed aTransfer Certificate, send to the Borrower acopy of that Transfer Certificate.

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(d) 20.

The Existing Lender shall notify the Borrower promptly of any proposed transfer.

LENDER COMMITTEE (a)

The Majority Lenders shall, within 6 months from the date of this Agreement, establish a committee of Lenders whose Commitments aggregate more than 10 per cent. of the Total Commitment (or, if the Commitments have been reduced to zero, aggregated more than 10 per cent. of the Commitments immediately prior to that reduction) (the Lender Committee).

(b)

The Lender Committee shall (i) promptly when constituted inform the Borrower of the identity of its members, (ii) promptly inform the Borrower of any changes in its members and (iii) at all times ensure that the Borrower is in possession of the relevant contact details of each member of the Lender Committee.

(c)

The Lender Committee shall have an administrative role only for purposes of organising the group of Lenders and, if required, supporting the role of the Closing Agent under the documentation.

21.

THE CLOSING AGENT

21.1

No fiduciary duties Nothing in this Agreement constitutes the Closing Agent as trustee or fiduciary of any other person.

21.2

Rights and discretions of the Closing Agent (a)

(b)

The Closing Agent may rely on: (i)

any representation, warranty, notice or document believed by it to be genuine, correct and appropriately authorised; and

(ii)

any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

The Closing Agent may assume (unless it has received notice to the contrary) that: (i)

no Default has occurred (unless it has actual knowledge of aDefault arising under Clause 18.1 (Non-payment of principal) and/or Clause 18.2 (Non-payment of interest);

(ii)

any right, power, authority or discretion vested in any Party has not been exercised; and

(iii)

any notice or request delivered or made by the Borrower is made on behalf of and with the consent and knowledge of the Borrower.

(c)

The Closing Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)

The Closing Agent may act in relation to this Agreement through its personnel and agents.

(e)

Notwithstanding any other provision of this Agreement to the contrary, the Closing Agent shall not be obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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