Common use of Certain Funds Clause in Contracts

Certain Funds. (a) Except as provided in paragraph (b) below and provided that paragraph (c) below has been complied with and notwithstanding any other term of this Agreement or any other PIK Finance Document, during the Certain Funds Period, the Finance Parties are not permitted or entitled to: (i) refuse or fail to make available or participate in any Loan; (ii) cancel any Commitment; (iii) exercise any right of rescission, termination, or similar right or remedy (whether under this Agreement or under any applicable law) or any other right of enforcement which it may have in relation to any Loan or Commitment; (iv) accelerate, make demand or cause or require repayment or prepayment of any Loan or take any other step under Section 6.02 of Schedule 9 (Acceleration); (v) invoke any condition set out in Clause 4.1(b); or (vi) exercise any right of set-off or counterclaim in respect of any Loan or the proceeds thereof. (b) Paragraph (a) above does not apply if the entitlement arises because: (i) the Company has not delivered on or before the Utilisation Date all of the documents and evidence required under Clause 4.1 (Conditions precedent) (unless the delivery of any condition precedent has been waived in accordance with this Agreement); (ii) the Company has not delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request); (iii) the Offer has terminated or (unless the same is mandatorily imposed by the Danish FSA, or the Copenhagen Stock Exchange or other relevant regulatory body) an amendment or waiver of any of the material terms of the Offer (other than the extension of the Offer period or a reduction of the required level of acceptances to the Offer to an amount equal to or greater than 85 per cent.) has been made by any member of the Group (or any person on their behalf) without the consent of the Arrangers (acting reasonably) where such amendment or waiver is reasonably likely to affect materially and adversely the interests of the Lenders save that it is agreed that, notwithstanding any imposition as aforesaid, or not, any amendment or waiver that has the effect of reducing the level of acceptances to the Offer to an amount less than 85 per cent. is material and, if such an amendment or waiver was implemented or was imposed, it would be reasonably likely to affect materially and adversely the interest of the Lenders and the provisions of paragraph (a) are not applicable unless the Arrangers otherwise agree; or (iv) in respect of any Loan requested to be made on the Closing Date, the board of directors of the Target has not recommended, or has withdrawn its recommendation at any time prior to the last day on which the Offer remains open for acceptances to the shareholders of the Target that they accept the Offer. (c) The Company has delivered to the PIK Facility Agent a certificate confirming (unless otherwise approved by the Arrangers) that there has been: (i) no termination of the Offer; and (ii) having regard to paragraph (b) above the provisions of paragraph (a) are applicable to the requested Utilisation. (d) Subject to Clause 21.2 (Clean up period), nothing in this Clause 4.2 will affect the rights of any Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

Certain Funds. (a) Except as provided in paragraph (b) below and provided that paragraph (c) below has been complied with and notwithstanding any other term of this Agreement or any other PIK Finance Document, during the Certain Funds Period, the Finance Parties are not permitted or entitled to: (i) refuse or fail to make available or participate in any Loan; (ii) cancel any Commitment; (iii) exercise any right of rescission, termination, or similar right or remedy (whether under this Agreement or under any applicable law) or any other right of enforcement which it may have in relation to any Loan or Commitment; (iv) accelerate, make demand or cause or require repayment or prepayment of any Loan or take any other step under Section 6.02 of Schedule 9 Clause 21.17 (Acceleration); (v) invoke any condition set out in Clause 4.1(b); or (vi) exercise any right of set-off or counterclaim in respect of any Loan or the proceeds thereof. (b) Paragraph (a) above does not apply if the entitlement arises because: (i) the Company has not delivered on or before the Utilisation Date all of the documents and evidence required under Clause 4.1 (Conditions precedent) (unless the delivery of any condition precedent has been waived in accordance with this Agreement); (ii) the Company has not delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request); (iii) the Offer has terminated or (unless the same is mandatorily imposed by the Danish FSA, or the Copenhagen Stock Exchange or other relevant regulatory body) an amendment or waiver of any of the material terms of the Offer (other than the extension of the Offer period or a reduction of the required level of acceptances to the Offer to an amount equal to or greater than 85 per cent.) has been made by any member of the Group (or any person on their behalf) without the consent of the Arrangers (acting reasonably) where such amendment or waiver is reasonably likely to affect materially and adversely the interests of the Lenders save that it is agreed that, notwithstanding any imposition as aforesaid, or not, any amendment or waiver that has the effect of reducing the level of acceptances to the Offer to an amount less than 85 per cent. is material and, if such an amendment or waiver was implemented or was imposed, it would be reasonably likely to affect materially and adversely the interest of the Lenders and the provisions of paragraph (a) are not applicable unless the Arrangers otherwise agree; or (iv) in respect of any Loan requested to be made on the Closing Date, the board of directors of the Target has not recommended, or has withdrawn its recommendation at any time prior to the last day on which the Offer remains open for acceptances to the shareholders of the Target that they accept the Offer. (c) The Company has delivered to the PIK Facility Agent a certificate confirming (unless otherwise approved by the Arrangers) that there has been: (i) no termination of the Offer; and (ii) having regard to paragraph (b) above the provisions of paragraph (a) are applicable to the requested Utilisation. (d) Subject to Clause 21.2 21.18 (Clean up period), nothing in this Clause 4.2 will affect the rights of any Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

Certain Funds. (a) Except as provided in paragraph (b) below and provided that paragraph (c) below has been complied with and notwithstanding any other term of this Agreement or any other PIK Bridge Finance Document, during the Certain Funds Period, the Finance Parties are not permitted or entitled to: (i) refuse or fail to make available or participate in any Initial Loan; (ii) cancel any Commitment; (iii) exercise any right of rescission, termination, or similar right or remedy (whether under this Agreement or under any applicable law) or any other right of enforcement which it may have in relation to any Initial Loan or Commitment; (iv) accelerate, make demand or cause or require repayment or prepayment of any Initial Loan or take any other step under Section 6.02 of Schedule 9 Clause 21.15 (Acceleration)) or enforce any Transaction Security; (v) invoke any condition set out in clauses (ii) or (iii) of Clause 4.1(b)4.1; or (vi) exercise any right of set-off or counterclaim in respect of any Initial Loan or the proceeds thereof. (b) Paragraph (a) above does not apply if the entitlement arises because: (i) the Company Borrower has not delivered on or before the Utilisation Date all of the documents and evidence required under Clause 4.1 (Conditions precedent) (unless the delivery of any condition precedent has been waived in accordance with this Agreement); (ii) the Company Borrower has not delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request); (iii) the Offer has terminated or (unless the same is mandatorily imposed by the Danish FSA, or the Copenhagen Stock Exchange or other relevant regulatory body) an amendment or waiver of any of the material terms of the Offer (other than the extension of the Offer period or a reduction of the required level of acceptances to the Offer to an amount equal to or greater than 85 per cent.) has been made by any member of the Group (or any person on their behalf) without the consent of the Arrangers Majority Lenders (acting reasonably) where such amendment or waiver is reasonably likely to affect materially and adversely the interests of the Lenders save that it is agreed that, notwithstanding any imposition as aforesaid, or not, any amendment or waiver that has the effect of reducing the level of acceptances to the Offer to an amount less than 85 per cent. is material and, if such an amendment or waiver was implemented or was imposed, it would be reasonably likely to affect materially and adversely the interest of the Lenders and the provisions of paragraph (a) are not applicable unless the Arrangers otherwise agree; or (iv) in respect of any Loan Initial Loans requested to be made on the Closing Date, the board of directors of the Target has not recommended, or has withdrawn its recommendation at any time prior to the last day on which the Offer remains open for acceptances acceptances, to the shareholders of the Target that they accept the Offer. (c) The Company Borrower has delivered to the PIK Bridge Facility Agent a certificate confirming (unless otherwise approved by the Arrangers) that there has been: (i) no termination of the Offer; and (ii) having regard to paragraph (b) above the provisions of paragraph (a) are applicable to the requested UtilisationInitial Loans. (d) Subject to Clause 21.2 21.16 (Clean up period), nothing in this Clause 4.2 will affect the rights of any Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

Certain Funds. (a) Except as provided in paragraph (b) below and provided that paragraph (c) below has been complied with and notwithstanding any other term of this Agreement or any other PIK Bridge Finance Document, during the Certain Funds Period, the Finance Parties are not permitted or entitled to: (i) refuse or fail to make available or participate in any Initial Loan; (ii) cancel any Commitment; (iii) exercise any right of rescission, termination, or similar right or remedy (whether under this Agreement or under any applicable law) or any other right of enforcement which it may have in relation to any Initial Loan or Commitment; (iv) accelerate, make demand or cause or require repayment or prepayment of any Initial Loan or take any other step under Section 6.02 of Schedule 9 Clause 21.15 (Acceleration); (v) invoke or enforce any condition set out in Clause 4.1(b)Transaction Security; or (viv) exercise any right of set-off or counterclaim in respect of any Initial Loan or the proceeds thereof. (b) Paragraph (a) above does not apply if the entitlement arises because: (i) the Company Borrower has not delivered on or before the Utilisation Date all of the documents and evidence required under Clause 4.1 (Conditions precedent) (unless the delivery of any condition precedent has been waived in accordance with this Agreement); (ii) the Company Borrower has not delivered a Utilisation Request in accordance with Clause 5.1 (Delivery of a Utilisation Request); (iii) the Offer has terminated or (unless the same is mandatorily imposed by the Danish FSA, or the Copenhagen Stock Exchange or other relevant regulatory body) an amendment or waiver of any of the material terms of the Offer (other than the extension of the Offer period or a reduction of the required level of acceptances to the Offer to an amount equal to or greater than 85 per cent.period) has been made by any member of the Group (or any person on their behalf) without the consent of the Arrangers Majority Lenders (acting reasonably) where such amendment or waiver is reasonably likely to affect materially and adversely the interests of the Lenders save that it is agreed that, notwithstanding any imposition as aforesaid, or not, any amendment or waiver that has the effect of reducing the level of acceptances to the Offer to an amount less than 85 per cent. whereby the Compulsory Acquisition Procedures may not be implemented immediately following the Closing Date is material and, if such an amendment or waiver was implemented or was imposed, it would be reasonably likely to affect materially and adversely the interest of the Lenders and the provisions of paragraph (a) are not applicable unless the Arrangers otherwise agree; or (iv) in respect of any Loan requested to be made on the Closing Date, the board of directors of the Target has not recommended, or has withdrawn its recommendation at any time prior to the last day on which the Offer remains open for acceptances acceptances, to the shareholders of the Target that they accept the Offer. (c) The Company Borrower has delivered to the PIK Bridge Facility Agent a certificate confirming (unless otherwise approved by the Arrangers) that there has been: (i) no termination of the Offer; and (ii) having regard to paragraph (b) above the provisions of paragraph (a) are applicable to the requested UtilisationInitial Loans. (d) Subject to Clause 21.2 21.16 (Clean up period), nothing in this Clause 4.2 will affect the rights of any Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.