THE OBLIGORS AND THE INCREASE LENDER WOULD HAVE ASSUMED AND/OR ACQUIRED HAD
THE INCREASE LENDER BEEN AN ORIGINAL LENDER;
(C)
EACH INCREASE LENDER SHALL BECOME A PARTY TO THIS
AGREEMENT AS A "LENDER" AND ANY INCREASE LENDER AND EACH OF THE OTHER RELEVANT
FINANCE PARTIES SHALL ASSUME OBLIGATIONS TOWARDS ONE ANOTHER AND ACQUIRE RIGHTS
AGAINST ONE ANOTHER AS THAT INCREASE LENDER AND THOSE RELEVANT FINANCE PARTIES
WOULD HAVE ASSUMED AND/OR ACQUIRED HAD THE INCREASE LENDER BEEN AN ORIGINAL
LENDER;
(D)
THE COMMITMENTS OF THE OTHER LENDERS SHALL CONTINUE IN
FULL FORCE AND EFFECT; AND
(E)
ANY INCREASE IN THE COMMITMENTS SHALL TAKE EFFECT ON
THE DATE SPECIFIED BY THE COMPANY IN THE NOTICE REFERRED TO ABOVE OR ANY LATER
DATE ON WHICH THE CONDITIONS SET OUT IN PARAGRAPH (B) BELOW ARE SATISFIED.
(B)
AN INCREASE IN THE COMMITMENTS WILL ONLY BE
EFFECTIVE ON:
(I)
THE EXECUTION BY THE FACILITY AGENT OF AN
INCREASE CONFIRMATION FROM THE RELEVANT INCREASE LENDER;
(II)
IN RELATION TO AN INCREASE LENDER WHICH IS NOT A
LENDER IMMEDIATELY PRIOR TO THE RELEVANT INCREASE:
(A)
THE INCREASE LENDER ENTERING INTO THE DOCUMENTATION
REQUIRED FOR IT TO ACCEDE AS A PARTY TO THE GROUP INTERCREDITOR AGREEMENT, HYD
INTERCREDITOR AGREEMENT AND SECURITY TRUST AGREEMENT; AND
(B)
THE PERFORMANCE BY THE FACILITY AGENT OF ALL NECESSARY
"KNOW YOUR CLIENT" OR OTHER SIMILAR CHECKS UNDER ALL APPLICABLE LAWS AND
REGULATIONS IN RELATION TO THE ASSUMPTION OF THE INCREASED COMMITMENTS BY THAT
INCREASE LENDER, THE COMPLETION OF WHICH THE FACILITY AGENT SHALL PROMPTLY
NOTIFY TO THE COMPANY, THE INCREASE LENDER AND EACH L/C BANK; AND
(III)
IN THE CASE OF AN INCREASE IN THE REVOLVING
FACILITY COMMITMENTS, EACH L/C BANK CONSENTING TO THEIR INCREASE.
(C)
EACH INCREASE LENDER, BY EXECUTING THE INCREASE
CONFIRMATION, CONFIRMS (FOR THE AVOIDANCE OF DOUBT) THAT THE FACILITY AGENT HAS
AUTHORITY TO EXECUTE ON ITS BEHALF ANY AMENDMENT OR WAIVER THAT HAS BEEN
APPROVED BY OR ON BEHALF OF THE REQUISITE LENDER OR LENDERS IN ACCORDANCE WITH
THIS AGREEMENT ON OR PRIOR TO THE DATE ON WHICH THE INCREASE BECOMES EFFECTIVE.
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(D)
CLAUSE 37.7 (TRANSFER DEED) SHALL APPLY MUTATIS
MUTANDIS IN THIS CLAUSE 2.2 IN RELATION TO AN INCREASE LENDER AS IF REFERENCES
IN THAT CLAUSE TO:
(I)
A "TRANSFEROR" WERE REFERENCES TO ALL THE
LENDERS IMMEDIATELY PRIOR TO THE RELEVANT INCREASE;
(II)
THE "NEW LENDER" WERE REFERENCES TO THAT
"INCREASE LENDER"; AND
(III)
A "RE-TRANSFER" AND "RE-ASSIGNMENT" WERE REFERENCES
TO RESPECTIVELY A "TRANSFER" AND "ASSIGNMENT".
2.3
PURPOSE
(A)
THE A FACILITY AND EACH B FACILITY SHALL BE
APPLIED:
(I)
TOWARDS FINANCING THE REPAYMENT IN FULL OF ALL
AMOUNTS DUE AND PAYABLE UNDER THE EXISTING SENIOR CREDIT FACILITIES AGREEMENT
(INCLUDING IN EACH CASE WITHOUT LIMITATION, BY WAY OF PRINCIPAL, INTEREST, BREAK
COSTS, FEES AND EXPENSES, LEGAL FEES, COMMISSION AND ANY OTHER PREMIUMS);
(II)
TOWARDS FINANCING ANY FEES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, LEGAL FEES) DUE AND PAYABLE UNDER THE RELEVANT
FINANCE DOCUMENTS AND ANY OTHER FEES, COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, LEGAL FEES) INCURRED