8 Grounds for Termination

8.1

Each of the following events shall constitute Grounds for Termination (regardless of whether caused by circumstances beyond the Borrower’s control):

a) Incorrect use of Loan: The Borrower fails to meet its obligation under clause 7.1.2 on repayments to certain travellers or otherwise uses the Loan for a purpose other than that specified in clause 2 (Purpose).

b) Delayed payment: The Borrower does not make payment in accordance with the Loan Agreement of the amount due for payment on the due date, unless failure to pay has been caused by an administrative or technical error and payment is made within three Banking Days of the due date.

c) Other obligations: The Borrower fails to meet its obligations under the Loan Agreement, unless the breach of agreement is of minor importance in the reasonable judgment of the Lender and is remedied in full (if remediation is possible) no later than seven days after the Lender has notified the Borrower of the situation or after the Borrower itself became aware of such a circumstance.

d) Incorrect commitment: A commitment or other information provided by the Borrower in the Loan Agreement, Loan Application or otherwise in relation to this has:

(i) caused an incorrect determination of the amount of the Loan, e.g. that the Lender has granted a Loan at a higher amount than should have been lawfully granted,

(ii) caused an incorrect determination of the Interest Rate, e.g. that the Lender has set a lower Interest rate than should have been lawfully determined; or

(iii) proven to be inaccurate or misleading in any other material respect.

If the amount of the Loan or Interest Rate has been determined incorrectly for any other reason, e.g. the Lender has granted a Loan at a higher amount than should have been legally granted or that the Lender has determined a lower Interest Rate than should have been legally determined, and the Borrower should reasonably have realised this, such circumstance shall be regarded as an incorrect commitment under this clause for the purpose of the Loan Agreement.

e) Insolvency: The Borrower is unable to pay its debts as they mature or otherwise cancels its payments.

f) Insolvency proceedings: If any of the following circumstances occurs:

(i) The Borrower applies for bankruptcy, liquidation or company reorganisation,

(ii) The Borrower initiates negotiations or proceedings concerning composition or a similar arrangement with the Borrower’s creditors, or

(iii) The Borrower is declared bankrupt, goes into liquidation or a court decides on a composition procedure or company reorganisation.

g) Seizure or similar of assets: Fixed assets belonging to the Borrower are seized in respect of the Borrower’s debt or sequestered (or equivalent measure) and such sequestration is not cancelled within 21 days.

h) Illegality and invalidity: The loan agreement is illegal, invalid or ceases to be valid and enforceable.

i) Significantly negative change: One or more events or circumstances occur or exist that, in the reasonable view of the Lender, entail or can reasonably be expected to entail a Significantly Negative Effect.

j) Change of ownership: One or more events or circumstances occur that result in a material change in the ownership structure of the Borrower. For the purposes of this clause, a material change in the ownership structure entails one person (or several persons acting together), directly or indirectly, (i) becoming the owner of, or gaining control of, more than half of all shares or votes in the Borrower, (ii) being given the right to appoint or dismiss more than half of the members of the Board of Directors or equivalent governing body, or (iii) otherwise acquiring a controlling influence over the Borrower.

k) Cessation of activities: The Borrower ceases or states that it intends to cease all or a substantial part of its business activities.

8.2

When Grounds for Termination exist, the Lender has the right to declare to the Borrower:

a) that the Loan or any part thereof, together with accrued interest and all other outstanding amounts under the Loan Agreement, shall fall due for immediate payment and that the Borrower must subsequently take measures to perform such payment, and/or

b) that the Loan or parts thereof shall be payable on demand.