SHOWN (LESS ANY SUCH PRIOR REDUCTIONS) ON THOSE DATES IN THAT
TABLE (REDUCED COMMITMENTS).
EACH LENDER'S RESPECTIVE FACILITY A COMMITMENT AND
FACILITY C COMMITMENT IS REDUCED PROPORTIONATELY WITH THE REDUCED AMOUNTS BEING
PERMANENTLY CANCELLED.
5.2
THE BORROWER MUST ENSURE (INCLUDING BY REPAYING FACILITY A LOANS
AND FACILITY C LOANS IF NECESSARY) THAT THE PRINCIPAL OUTSTANDING UNDER FACILITY
A AND FACILITY C DOES NOT EXCEED THE REDUCED COMMITMENTS ON THOSE DATES.
15 February 2021
USD25,000,000
15 May 2021
USD25,000,000
15 August 2021
USD25,000,000
5.3
THE AUTOMATIC REDUCTIONS DESCRIBED IN THE ABOVE ARE TO BE APPLIED
PRO-RATA ACROSS THE FACILITY A COMMITMENT AND THE FACILITY C COMMITMENT AND ONLY
ONCE THE COMMITMENTS UNDER THOSE FACILITIES ARE REDUCED TO ZERO MAY ANY OF THE
ABOVE AMOUNTS BE APPLIED IN REDUCTION OF THE FACILITY B COMMITMENT. ANY FUNDS
RECEIVED AND APPLIED IN PERMANENT REDUCTION OF THE COMMITMENTS WILL BE APPLIED
IN ORDER OF THE DATES OUTLINED IN THE ABOVE TABLE.
6
WAIVER OF MATERIAL ADVERSE EFFECT
6.1
ANY EVENT OF DEFAULT UNDER CLAUSE 25.17 (MATERIAL ADVERSE EFFECT)
ARISING BY REASON OF PARAGRAPH (A) OR (B) OF THE DEFINITION OF MATERIAL ADVERSE
EFFECT WHICH MAY HAVE OCCURRED OR BE CONTINUING AS AT THE ACCEPTANCE DATE AS A
RESULT OF COVID-19 RELATED EVENTS THAT HAVE OCCURRED ON OR BEFORE THAT DATE IS
WAIVED.
7
REPRESENTATIONS
7.1
THIS LETTER AND THE SUPPLEMENTAL INFORMATION PROVIDED TO THE AGENT
IN CONNECTION WITH IT COMPRISE DISCLOSURE, TO THE EXTENT OF THEIR CONTENTS, FOR
THE PURPOSES OF THE REPRESENTATIONS IN CLAUSE 21.9 (DISCLOSURE) AND 21.10(C) (NO
MISLEADING INFORMATION).
7.2
EXCEPT AS TO MATTERS EXPRESSLY WAIVED IN THIS LETTER, EACH OBLIGOR
REPEATS THE REPEATING REPRESENTATIONS ON THE DATE OF ITS EXECUTION OF THIS
LETTER BY REFERENCE TO THE FACTS AND CIRCUMSTANCES THEN EXISTING.
7.3
EACH OBLIGOR ON THE DATE OF THIS LETTER REPRESENTS AND WARRANTS TO
EACH FINANCE PARTY THAT NO FINANCE PARTY HAS OR WILL BE PAID ANY ADDITIONAL FEE
OR MARGIN OR OTHER PAYMENT OTHER THAN AS STATED IN THIS LETTER IN CONNECTION
WITH THE WAIVERS GRANTED PURSUANT TO THIS LETTER. EACH OBLIGOR UNDERTAKES THAT
IT WILL NOT MAKE ANY SUCH PAYMENT.
7.4
EACH OBLIGOR INCORPORATED IN AUSTRALIA REPRESENTS AND WARRANTS THAT
ITS CONSTITUTION HAS NOT BEEN AMENDED OR REPEALED SINCE LAST PROVIDED TO THE
AGENT ON OR ABOUT 24 OCTOBER 2018, EXCEPT AS APPROVED BY THE AGENT.
8
ADMINISTRATION FEE AND OTHER CONDITIONS
8.1
IN CONSIDERATION OF THE WAIVERS AND MODIFICATIONS SOUGHT IN THIS
LETTER, THE OBLIGORS UNDERTAKE TO PAY TO YOU AS AGENT, FOR THE ACCOUNT OF EACH
LENDER, AN ADMINISTRATION FEE CALCULATED AT [***] ON ITS RESPECTIVE AGGREGATE
COMMITMENT ON THE ACCEPTANCE DATE. THAT FEE WILL BE PAID IN THE CURRENCY OR
CURRENCIES IN WHICH A LENDER'S COMMITMENTS ARE DENOMINATED AND SHALL BE PAYABLE
BY THE OBLIGORS TO THE AGENT WITHIN 10 BUSINESS DAYS AFTER THE ACCEPTANCE DATE.
8.2
THE OBLIGORS UNDERTAKE TO PAY PROMPTLY ON DEMAND THE FEES, COSTS
AND EXPENSES INCURRED BY THE LENDERS AND THE AGENT IN THE PREPARATION,
NEGOTIATION AND EXECUTION OF THIS