Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations (Page 3 of 6) in pdf

Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations Page 3

SCHEDULE 1

ERTAIN

LIGIBILITY CRITERIA

The Loan Agreement must contain a representation or undertaking from the debtor

that its payment obligations under the finance documents rank at least pari passu

with the claims of all its other unsecured and unsubordinated creditors (except

those creditors whose claims are mandatorily preferred by laws of general

application to companies)

The credit claim must be denominated in and payable in euro and the Loan

Agreement may not permit the currency of denomination and payment of that credit

claim to be converted or varied

The Loan Agreement must permit (without any requirement to consult with or

obtain the consent of the debtor) (i) the counterparty to charge, assign or otherwise

create a security interest over the credit claim to secure obligations of that

counterparty to the NCB; and (ii) the NCB to enforce its security interest over the

credit claim by way of collecting payments under the credit claim directly or

indirectly from the debtor or by way of assigning or transferring the credit claim to

a bank or financial institution or to a trust, fund or other entity which is regularly

engaged in or established for the purposes of making, purchasing or investing in

loans, securities or other financial assets

The Loan Agreement shall only permit an amendment which has the effect of

changing or which relates to (i) an extension to the date of payment of any amount

due under the Loan Agreement; (ii) a reduction in the margin or a reduction in the

amount of any payment of principal, interest, fees or commission payable; or (iii) a

change to the principle that each lender's obligations under the Loan Agreement are

several, if all lenders consent to that amendment

The Loan Agreement must permit the counterparty to disclose confidential

information to the European Central Bank or any national central bank within the

euro area if there is to be any charge, assignment or security interest created in or

over loan rights

The Loan Agreement must contain a provision requiring that all payments to be

made by the debtor under the Loan Agreement and related documents shall be

calculated and be made without (and free and clear of any deduction for) set-off or

counterclaim.

Diligence Letter From External Legal Counsel Addressing Certain Diligence Issues As A Precondition To The Mobilisation Of Syndicated Loans Governed By English Law As Collateral In Eurosystem Credit Operations Page 3

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