SUCH LENDER TO UNDERTAKE SUCH TRANSFER); AND/OR
(II)
REPAY EACH AMOUNT PAYABLE OR, AS THE CASE MAY BE, PROVIDE FULL CASH
COVER IN RESPECT OF EACH CONTINGENT LIABILITY UNDER EACH ANCILLARY FACILITY OF
THAT ANCILLARY FACILITY LENDER.
19.2
ILLEGALITY IN RELATION TO AN L/C BANK
If it becomes unlawful in any relevant jurisdiction for an L/C Bank to perform
any of its obligations as contemplated by this Agreement or to fund or maintain
its participation in any Documentary Credit (an "Affected Documentary Credit"):
(A)
THAT L/C BANK SHALL PROMPTLY NOTIFY THE FACILITY AGENT UPON BECOMING
AWARE OF THAT EVENT:
(B)
UPON THE FACILITY AGENT NOTIFYING THE COMPANY, THAT L/C BANK SHALL
NOT BE OBLIGED TO ISSUE ANY FUTURE DOCUMENTARY CREDIT THAT WOULD GIVE RISE TO
SUCH UNLAWFULNESS; AND
(C)
UPON THE FACILITY AGENT NOTIFYING THE COMPANY, EACH RELEVANT
BORROWER SHALL USE ITS BEST ENDEAVOURS TO PROCURE THE RELEASE OF ANY AFFECTED
DOCUMENTARY CREDIT.
20.
MITIGATION
20.1
MITIGATION
(A)
EACH RELEVANT FINANCE PARTY SHALL IN CONSULTATION WITH THE RELEVANT
BORROWER, TAKE ALL REASONABLE STEPS TO MITIGATE ANY CIRCUMSTANCES WHICH ARISE
AND WHICH WOULD RESULT IN ANY AMOUNT BECOMING PAYABLE UNDER, OR PURSUANT TO, OR
CANCELLED PURSUANT TO, ANY OF CLAUSE 17 (TAXES), CLAUSE 18 (INCREASED COSTS),
SCHEDULE 7 (MANDATORY COST FORMULA) OR CLAUSE 19 (ILLEGALITY) INCLUDING (BUT NOT
LIMITED TO) TRANSFERRING ITS RIGHTS AND OBLIGATIONS UNDER THE RELEVANT FINANCE
DOCUMENTS TO ANOTHER AFFILIATE OR FACILITY OFFICE OR FINANCIAL INSTITUTION
ACCEPTABLE TO SUCH BORROWER WHICH IS WILLING TO PARTICIPATE IN ANY FACILITY IN
WHICH SUCH LENDER HAS PARTICIPATED.
104
(B)
PARAGRAPH (A) ABOVE DOES NOT IN ANY WAY LIMIT THE OBLIGATIONS OF THE
PARENT OR ANY OBLIGOR UNDER THE RELEVANT FINANCE DOCUMENTS.
20.2
LIMITATION OF LIABILITY
(A)
WITH EFFECT FROM THE ORIGINAL EXECUTION DATE, EACH OF THE BORROWERS
AGREES TO INDEMNIFY EACH RELEVANT FINANCE PARTY FOR ALL COSTS AND EXPENSES
REASONABLY INCURRED BY THAT RELEVANT FINANCE PARTY AS A RESULT OF STEPS TAKEN BY
IT UNDER CLAUSE 20.1 (MITIGATION).
(B)
A RELEVANT FINANCE PARTY IS NOT OBLIGED TO TAKE ANY STEPS UNDER
CLAUSE 20.1 (MITIGATION) IF, IN THE OPINION OF THAT RELEVANT FINANCE PARTY
(ACTING REASONABLY), TO DO SO MIGHT IN ANY WAY BE PREJUDICIAL TO IT.
21.
REPRESENTATIONS AND WARRANTIES
21.1
TIME FOR MAKING REPRESENTATIONS AND WARRANTIES
(A)
EACH OBLIGOR IN RELATION TO ITSELF AND, TO THE EXTENT EXPRESSED TO
BE APPLICABLE TO THEM, ITS SUBSIDIARIES, MAKES EACH OF THE FOLLOWING
REPRESENTATIONS AND WARRANTIES TO EACH RELEVANT FINANCE PARTY ON THE ORIGINAL
EXECUTION DATE OTHER THAN IN THE CASE OF THE REPRESENTATIONS GIVEN UNDER
CLAUSE 21.16 (ACCURACY OF INFORMATION) WHICH SHALL BE GIVEN AS OF THE APPLICABLE
DATES SPECIFIED IN THAT CLAUSE.
(B)
THE ULTIMATE PARENT IN RELATION TO ITSELF MAKES EACH OF THE
REPRESENTATIONS AND WARRANTIES SET OUT IN CLAUSES 21.2 (DUE ORGANISATION), 21.5
(NO IMMUNITY), 21.6 (GOVERNING LAW AND JUDGMENTS), 21.7 (ALL ACTIONS TAKEN),
21.8 (NO FILING OR STAMP TAXES), 21.9 (BINDING OBLIGATIONS), 21.10 (NO
WINDING-UP), 21.13 (ORIGINAL FINANCIAL STATEMENTS) (AS TO THE ORIGINAL FINANCIAL
STATEMENTS PROVIDED BY