Common use of Clause 3 Clause in Contracts

Clause 3. WSW and the Borrower determine and, where necessary, hereby agree that WSW’s right of recourse against the Borrower by virtue of every Guarantee provided by WSW for the Lender’s benefit is a contractual, and from the commencement of the Guarantee, an existing, conditional right of recourse. WSW and the Borrower also hereby agree that WSW’s existing contractual right of recourse against the Borrower is equal in scope to the total amount the Lender can claim from the Borrower, as that total amount follows from the Loan Agreement. This right of recourse is immediately due and payable in full and unconditionally if and as soon as either the Lender calls upon WSW’s Guarantee or if there is a ground for exigibility as referred to in Article 6 of the General Provisions (as defined below). If the Borrower is in default with respect to the Lender, the Borrower is also in default with respect to WSW as regards the right of recourse. This is not altered by the fact that under Clause 1(2) of this Guarantee Agreement, WSW only needs to make phased payments to the Lender in accordance with the regular Interest and repayment terms agreed between the Lender and the Borrower, even if the Lender has called in the full loan from the Borrower. WSW may nonetheless make more and/or earlier payments to the Lender of its own volition without WSW being liable to pay an early redemption fee, on the understanding that WSW and the Lender will consult one another about compensation in keeping with market rates for any difference in market value (where applicable). WSW and the Lender undertake to discuss and agree on the method used to calculate the difference in market value in all reasonableness. WSW is also subrogated in the Lender’s rights with respect to the Borrower up to the amount of the payment that WSW has made on the Borrower’s behalf under its Guarantee. Clause 4 As regards claims arising from or connected to the Loan Agreement concluded with the Borrower, the Lender undertakes to WSW to file no or only a conditional claim in the Borrower’s insolvency or suspension of payment, and to withdraw any claim already filed in the Borrower’s insolvency or suspension of payment at WSW’s first request, as long as WSW performs its obligations to the Lender under the Guarantee. If a trustee in bankruptcy or a receiver so requests, the Lender will confirm the non-filing or withdrawal of that/those claim/claims in the Borrower’s insolvency or suspension of payment to WSW in writing and promptly where necessary. Clause 5 If (i) the Lender has called upon WSW under the Guarantee, and/or (ii) the Borrower has been declared insolvent, the Borrower has been granted a suspension of payments, the Borrower’s insolvency has been petitioned or the Borrower’s suspension of payments has been applied for and/or preparations for a (private) composition with the Borrower’s creditors and/or shareholders have been started by or in relation to the Borrower and/or a restructuring expert has been appointed or a request to appoint one has been made, or it is plausible that a situation as specified above will occur, WSW may take over the Lender’s full claim against the Borrower under the Loan Agreement (via an assignment, a contract takeover or otherwise). As consideration for WSW taking over the Lender’s claim against the Borrower, WSW is to pay the Lender an amount equivalent to the amount of the claim that the Borrower has to pay the Lender in accordance with the payment schedule of regular Interest and repayment terms, that the Lender and the Borrower have agreed on as included in the Loan Agreement, which would apply if there were no default. The Lender and, where necessary, the Borrower undertake to lend any necessary cooperation to effectuate such a takeover in the shortest time possible, but in any event within 7 business days. WSW may take over the Xxxxxx’s claim against the Borrower as referred to in the first paragraph of this clause both before and after enforcing any security interests the Borrower provided to WSW. The Borrower hereby grants its cooperation to any takeover of claims by WSW as referred to in the first paragraph of this clause. The Borrower hereby accepts and acknowledges that security interests that the Borrower has provided or has to provide to WSW, inter alia, on the grounds of Article 23 of WSW’s participation regulations (as amended from time to time: the “Participation Regulations”), also serve to cover any claims that WSW may have against the Borrower by virtue of a claim taken over by WSW under the first paragraph of this clause. The Lender may only transfer its legal relationship with the Borrower under a Loan Agreement to (i) WSW or (ii) a financier as referred to in s. 21c of the Housing Act. Clause 6 If agreement needs to be reached on one or more Interest adjustments based on the Loan Agreement after the date on which the Borrower’s insolvency and/or suspension of payments has been pronounced, the Lender will discuss this with WSW (instead of with the Borrower) in order to reach agreement. An agreement thus reached also binds the Borrower. Clause 7 The Lender hereby provides an irrevocable and unconditional power of attorney to WSW to carry out all the acts for and on behalf of the Lender that WSW may deem useful with a view to guaranteeing recourse for the Lender to the extent that this arises from the Loan Agreement, including (i) entering into recourse schemes with other financiers of the Borrower, and (ii) establishing and managing security interests for the Lender’s benefit as agent for the Lender. Managing security interests for the Lender’s benefit as described in the first paragraph at (ii) of this clause in any event includes the right: to appear before a civil-law notary for and on behalf of the Lender to execute deeds establishing rights of pledge and mortgage for the benefit of the Lender, which rights will be established on the Borrower’s property designated by WSW; to accept rights of pledge and mortgage on the Borrower’s property designated by WSW; regarding mortgage rights, to declare applicable the mortgage provisions used by WSW as entered in mortgages register 3 of the public registers for registered property on 1 July 2021 in part 81039 and number 86 (as amended from time to time), whereby WSW may, at its own discretion and taking account of the Borrower’s specific situation, declare certain provisions not to be applicable or may alter their applicability; to change the ranking for and on behalf of the Lender; at any time and either partly or in full, to cancel, terminate or waive rights of pledge and mortgage on the Lender’s behalf; and to enforce rights of pledge and mortgage on the Lender’s behalf or to take a decision not to do so (for the time being and during a certain period and/or subject to certain conditions). The Lender will refrain from attaching any of the Borrower’s property or from filing a petition for the Borrower’s insolvency as long as WSW performs its payment obligations to the Lender under the Guarantee. WSW may in turn grant the power of attorney to staff members (either jointly or each individually) of a law firm or a firm of civil-law notaries, or substitute staff members (either jointly or each individually) of a law firm or a firm of civil-law notaries in its place. In carrying out legal acts while using this power of attorney, WSW may moreover act as an authorised agent of one or more other parties involved in such legal acts. The Borrower assumes the obligation to the Lender to establish rights of pledge and mortgage at the WSW’s first request, as the Lender’s authorised agent, for any and all claims that the Lender has or will acquire against the Borrower under or in connection with the Loan Agreement. Clause 8

Clause 3. WSW and the Borrower determine and, where necessary, hereby agree that WSW’s right of recourse against the Borrower by virtue of every Guarantee provided by WSW for the Lender’s benefit is a contractual, and from the commencement of the Guarantee, an existing, conditional right of recourse. WSW and the Borrower also hereby agree that WSW’s existing contractual right of recourse against the Borrower is equal in scope to the total amount the Lender can claim from the Borrower, as that total amount follows from the Loan Agreement. This right of recourse is immediately due and payable in full and unconditionally if and as soon as either the Lender calls upon WSW’s Guarantee or if there is a ground for exigibility as referred to in Article 6 of the General Provisions (as defined below). If the Borrower is in default with respect to the Lender, the Borrower is also in default with respect to WSW as regards the right of recourse. This is not altered by the fact that under Clause 1(2) of this Guarantee Agreement, WSW only needs to make phased payments to the Lender in accordance with the regular Interest and repayment terms agreed between the Lender and the Borrower, even if the Lender has called in the full loan from the Borrower. WSW may nonetheless make more and/or earlier payments to the Lender of its own volition without WSW being liable to pay an early redemption fee, on the understanding that WSW and the Lender will consult one another about compensation in keeping with market rates for any difference in market value (where applicable). WSW and the Lender undertake to discuss and agree on the method used to calculate the difference in market value in all reasonableness. WSW is also subrogated in the Lender’s rights with respect to the Borrower up to the amount of the payment that WSW has made on the Borrower’s behalf under its Guarantee. Clause 4 As regards claims arising from or connected to the Loan Agreement concluded with the Borrower, the Lender undertakes to WSW to file no or only a conditional claim in the Borrower’s insolvency or suspension of payment, and to withdraw any claim already filed in the Borrower’s insolvency or suspension of payment at WSW’s first request, as long as WSW performs its obligations to the Lender under the Guarantee. If a trustee in bankruptcy or a receiver so requests, the Lender will confirm the non-filing or withdrawal of that/those claim/claims in the Borrower’s insolvency or suspension of payment to WSW in writing and promptly where necessary. Clause 5 If (i) the Lender has called upon WSW under the Guarantee, and/or (ii) the Borrower has been declared insolvent, the Borrower has been granted a suspension of payments, the Borrower’s insolvency has been petitioned or the Borrower’s suspension of payments has been applied for and/or preparations for a (private) composition with the Borrower’s creditors and/or shareholders have been started by or in relation to the Borrower and/or a restructuring expert has been appointed or a request to appoint one has been made, or it is plausible that a situation as specified above will occur, WSW may take over the Lender’s full claim against the Borrower under the Loan Agreement (via an assignment, a contract takeover or otherwise). As consideration for WSW taking over the Lender’s claim against the Borrower, WSW is to pay the Lender an amount equivalent to the amount of the claim that the Borrower has to pay the Lender in accordance with the payment schedule of regular Interest and repayment terms, that the Lender and the Borrower have agreed on as included in the Loan Agreement, which would apply if there were no default. The Lender and, where necessary, the Borrower undertake to lend any necessary cooperation to effectuate such a takeover in the shortest time possible, but in any event within 7 business days. WSW may take over the XxxxxxLender’s claim against the Borrower as referred to in the first paragraph of this clause both before and after enforcing any security interests the Borrower provided to WSW. The Borrower hereby grants its cooperation to any takeover of claims by WSW as referred to in the first paragraph of this clause. The Borrower hereby accepts and acknowledges that security interests that the Borrower has provided or has to provide to WSW, inter alia, on the grounds of Article 23 of WSW’s participation regulations (as amended from time to time: the “Participation Regulations”), also serve to cover any claims that WSW may have against the Borrower by virtue of a claim taken over by WSW under the first paragraph of this clause. The Lender may only transfer its legal relationship with the Borrower under a Loan Agreement to (i) WSW or (ii) a financier as referred to in s. 21c of the Housing Act. Clause 6 If agreement needs to be reached on one or more Interest adjustments based on the Loan Agreement after the date on which the Borrower’s insolvency and/or suspension of payments has been pronounced, the Lender will discuss this with WSW (instead of with the Borrower) in order to reach agreement. An agreement thus reached also binds the Borrower. Clause 7 The Lender hereby provides an irrevocable and unconditional power of attorney to WSW to carry out all the acts for and on behalf of the Lender that WSW may deem useful with a view to guaranteeing recourse for the Lender to the extent that this arises from the Loan Agreement, including (i) entering into recourse schemes with other financiers of the Borrower, and (ii) establishing and managing security interests for the Lender’s benefit as agent for the Lender. Managing security interests for the Lender’s benefit as described in the first paragraph at (ii) of this clause in any event includes the right: to appear before a civil-law notary for and on behalf of the Lender to execute deeds establishing rights of pledge and mortgage for the benefit of the Lender, which rights will be established on the Borrower’s property designated by WSW; to accept rights of pledge and mortgage on the Borrower’s property designated by WSW; regarding mortgage rights, to declare applicable the mortgage provisions used by WSW as entered in mortgages register 3 of the public registers for registered property on 1 July 2021 in part 81039 and number 86 (as amended from time to time), whereby WSW may, at its own discretion and taking account of the Borrower’s specific situation, declare certain provisions not to be applicable or may alter their applicability; to change the ranking for and on behalf of the Lender; at any time and either partly or in full, to cancel, terminate or waive rights of pledge and mortgage on the Lender’s behalf; and to enforce rights of pledge and mortgage on the Lender’s behalf or to take a decision not to do so (for the time being and during a certain period and/or subject to certain conditions). The Lender will refrain from attaching any of the Borrower’s property or from filing a petition for the Borrower’s insolvency as long as WSW performs its payment obligations to the Lender under the Guarantee. WSW may in turn grant the power of attorney to staff members (either jointly or each individually) of a law firm or a firm of civil-law notaries, or substitute staff members (either jointly or each individually) of a law firm or a firm of civil-law notaries in its place. In carrying out legal acts while using this power of attorney, WSW may moreover act as an authorised agent of one or more other parties involved in such legal acts. The Borrower assumes the obligation to the Lender to establish rights of pledge and mortgage at the WSW’s first request, as the Lender’s authorised agent, for any and all claims that the Lender has or will acquire against the Borrower under or in connection with the Loan Agreement. Clause 8