Agent or L/C Bank in such capacity are different in any material
respect from those applying under this Agreement on the Original Execution Date,
such differences must be satisfactory to the Facility Agent and L/C Bank if it
affects the Facility Agent or L/C Bank in any material and adverse respect.
(G)
ON THE DATE THAT THE FACILITY AGENT EXECUTES AN
ADDITIONAL FACILITY ACCESSION DEED:
(I)
EACH ADDITIONAL FACILITY LENDER PARTY TO THAT
ADDITIONAL FACILITY ACCESSION DEED, EACH OTHER RELEVANT FINANCE PARTY, THE
PARENT AND THE OBLIGORS SHALL ACQUIRE THE SAME RIGHTS AND ASSUME THE SAME
OBLIGATIONS BETWEEN THEMSELVES AS THEY WOULD HAVE ACQUIRED AND ASSUMED HAD EACH
ADDITIONAL FACILITY LENDER BEEN AN ORIGINAL LENDER, WITH THE RIGHTS AND/OR
OBLIGATIONS ASSUMED BY IT AS A RESULT OF THAT ACCESSION AND WITH THE COMMITMENT
SPECIFIED BY IT AS ITS ADDITIONAL FACILITY COMMITMENT; AND
(II)
EACH ADDITIONAL FACILITY LENDER SHALL BECOME A
PARTY TO THIS AGREEMENT AS AN "ADDITIONAL FACILITY LENDER".
(H)
THE EXECUTION BY THE COMPANY OF AN ADDITIONAL
FACILITY ACCESSION DEED CONSTITUTES CONFIRMATION BY THE PARENT AND EACH
GUARANTOR THAT ITS OBLIGATIONS UNDER CLAUSE 29 (GUARANTEE AND INDEMNITY) SHALL
CONTINUE UNAFFECTED, EXCEPT THAT THOSE OBLIGATIONS SHALL EXTEND TO THE
COMMITMENTS AS INCREASED BY THE ADDITION OF EACH RELEVANT ADDITIONAL FACILITY
LENDER'S COMMITMENT AND SHALL BE OWED TO EACH RELEVANT FINANCE PARTY INCLUDING
SUCH ADDITIONAL FACILITY LENDER.
(I)
THE FACILITY AGENT IS AUTHORISED AND INSTRUCTED
TO ENTER INTO SUCH DOCUMENTATION AS IS REASONABLY REQUIRED TO AMEND THIS
AGREEMENT AND ANY OTHER RELEVANT FINANCE DOCUMENT (IN ACCORDANCE WITH THE TERMS
OF THIS CLAUSE 2.5) TO REFLECT THE TERMS OF EACH ADDITIONAL FACILITY WITHOUT THE
CONSENT OF ANY LENDER OTHER THAN THE APPLICABLE ADDITIONAL FACILITY LENDER.
3.
CONDITIONS
3.1
CONDITIONS PRECEDENT
THE OBLIGATIONS OF THE LENDERS TO MAKE THE A FACILITY, EACH B FACILITY AND THE
REVOLVING FACILITY AVAILABLE SHALL BE CONDITIONAL UPON:
(A)
THE FACILITY AGENT HAVING CONFIRMED TO THE COMPANY
THAT IT HAS RECEIVED (OR HAS WAIVED IN ACCORDANCE WITH THIS AGREEMENT, THE
REQUIREMENT TO RECEIVE) THE DOCUMENTS LISTED IN PARAGRAPHS 1 TO 15 OF PART 1 OF
SCHEDULE 3 (CONDITIONS PRECEDENT TO FIRST UTILISATION) AND THAT EACH IS
SATISFACTORY, IN FORM AND SUBSTANCE, TO THE FACILITY AGENT,
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ACTING REASONABLY.
THE FACILITY AGENT SHALL NOTIFY THE COMPANY AND THE LENDERS
PROMPTLY UPON BEING SO SATISFIED; AND
(B)
THE BORROWERS HAVING OBTAINED B FACILITY
COMMITMENTS (OR OTHER SUBSTITUTE FINANCING) IN AN AGGREGATE PRINCIPAL AMOUNT OF
NOT LESS THAN £600,000,000.
Furthermore, the obligations of the Lenders to make the Revolving Facility
available shall be conditional upon utilisation of the A Facility.
3.2
FURTHER CONDITIONS PRECEDENT
SUBJECT TO CLAUSE 3.1 (CONDITIONS PRECEDENT), THE LENDERS WILL ONLY BE OBLIGED
TO COMPLY WITH CLAUSE 4.2 (LENDERS' PARTICIPATIONS) IN RELATION TO ANY
UTILISATION IF, ON THE DATE OF THE UTILISATION REQUEST AND ON THE PROPOSED
UTILISATION DATE:
(A)
OTHER THAN IN THE CASE OF A ROLLOVER ADVANCE, NO
DEFAULT IS CONTINUING OR WOULD RESULT FROM THE PROPOSED UTILISATION; AND
(B)
IN RELATION TO ANY UTILISATION