Common use of Agreement by Obligors Clause in Contracts

Agreement by Obligors. (a) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) by its signature of this letter agrees and acknowledges that the guarantees and indemnities contained in the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (b) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) by its signature of this letter agrees and acknowledges that, on and after the Effective Date: (i) the obligations of the Parent and each other Obligor arising under the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party constitute secured obligations (howsoever defined); and (ii) the Security Interests created by the Parent and each other Obligor under any Security Document: (A) continue in full force and effect; and (B) extend to the obligations of the Obligors under the Facility Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents. (c) The Parent by its signature of this letter, in its capacity as Parent, confirms that any Security Interest created pursuant to the Finance Documents by any party thereto shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (d) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) shall at the request of the Agent and at its own expense, do all such acts and things reasonably necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter. (e) The Parent by its signature of this letter agrees that during the Negotiation Period: (i) the occurrence of the final maturity date under any Group Facility Agreement (as the same may be amended in accordance with the terms of that Group Facility Agreement) or an acceleration event under any Group Facility Agreement; (ii) an acceleration event in respect of any Financial Support provided, procured, created or permitted to subsist to or for the benefit of any member of the Minority Holding Group where the aggregate amount of such Financial Support exceeds USD50,000,000 (or its equivalent in other currencies); or (iii) failure to meet any of the Milestones within the period relevant to that Milestone specified in paragraph 4(a) of this letter as the same is extended by the applicable grace period referred to in that paragraph and as the same may be amended by the Agent; or (iv) breach of any of the Undertakings, in each case unless such breach is capable of remedy and is remedied within 15 calendar days of such breach (other than any breach of the Undertakings set out in paragraph 4(k)), shall constitute an immediate Event of Default under the Facility Agreement (in the case of (i) and (ii) above, whether or not the outstanding principal amount under that Group Facility Agreement or the relevant accelerated obligation is paid, and in the case of (ii), (iii) and (iv) above, subject to the relevant event being continuing and the Agent (acting on the instructions of the Required Lenders) issuing a notice in writing to the Parent stating that such event has occurred and is continuing).

Agreement by Obligors. (a) The Each of the Parent and the Borrower by its signature of this letter (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (ParentBorrower’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) by its signature of this letter agrees and acknowledges that the guarantees and indemnities contained in the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (b) The Each of the Parent and the Borrower (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (ParentBorrower’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) by its signature of this letter agrees and acknowledges that, on and after the Effective Date: (i) the obligations of the Parent Parent, the Borrower and each other Obligor arising under the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party constitute secured obligations (howsoever defined); and (ii) the Security Interests created by the Parent Parent, the Borrower and each other Obligor under any Security Document: (A) continue in full force and effect; and (B) extend to the obligations of the Obligors under the Facility Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents. (c) The Parent by its signature of this letter, in its capacity as Parent, confirms that any Security Interest created pursuant to the Finance Documents by any party thereto shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (d) The Each of the Parent and the Borrower (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (ParentBorrower’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) shall shall, at the request of the Agent and at its own expense, do all such acts and things reasonably necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter. (e) The Each of the Parent and the Borrower by its signature of this letter agrees that during the Negotiation Period: (i) the occurrence of the final maturity date under any Group Facility Agreement (as the same may be amended in accordance with the terms of that Group Facility Agreement) or an acceleration event under any Group Facility Agreement; (ii) an acceleration event in respect of any Financial Support provided, procured, created or permitted to subsist to or for the benefit of any member of the Minority Holding Group where the aggregate amount of such Financial Support exceeds USD50,000,000 (or its equivalent in other currencies); or (iii) failure to meet any of the Milestones within the period relevant to that Milestone specified in paragraph 4(a) of this letter as the same is extended by the applicable grace period referred to in that paragraph and as the same may be amended by the Agent; or (iv) breach of any of the Undertakings, in each case unless such breach is capable of remedy and is remedied within 15 calendar days of such breach (other than any breach of the Undertakings Undertaking as set out in paragraph 4(k)), shall constitute an immediate Event of Default under the Facility Agreement (in the case of (i) and (ii) above, whether or not the outstanding principal amount under that Group Facility Agreement or the relevant accelerated obligation is paid, and in the case of (ii), (iii) and (iv) above, subject to the relevant event being continuing and the Agent (acting on the instructions of the Required Majority Lenders) issuing a notice in writing to the Parent and the Borrower stating that such event has occurred and is continuing). (f) The Borrower by its signature of this letter agrees that if each of the Maturing Facility Agreements is extended pursuant to extension approval letters dated on or about the date of this letter, no Obligor will during the Negotiation Period be permitted to utilise the amount of any commitments under the Facility Agreement which were undrawn as at the Request Date.

Agreement by Obligors. (a) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) by its signature of this letter agrees and acknowledges that the guarantees and indemnities contained in the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (b) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) by its signature of this letter agrees and acknowledges that, on and after the Effective Date: (i) the obligations of the Parent and each other Obligor arising under the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party constitute secured obligations (howsoever defined); and (ii) the Security Interests created by the Parent and each other Obligor under any Security Document: (A) continue in full force and effect; and (B) extend to the obligations of the Obligors under the Facility Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents. (c) The Parent by its signature of this letter, in its capacity as Parent, confirms that any Security Interest created pursuant to the Finance Documents by any party thereto shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (d) The Parent (for itself, as the Obligors’ agent pursuant to clause 2.4 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorney) shall at the request of the Agent and at its own expense, do all such acts and things reasonably necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter. (e) The Parent by its signature of this letter agrees that during the Negotiation Period: (i) the occurrence of the final maturity date under any Group Facility Agreement (as the same may be amended in accordance with the terms of that Group Facility Agreement) or an acceleration event under any Group Facility Agreement; (ii) an acceleration event in respect of any Financial Support provided, procured, created or permitted to subsist to or for the benefit of any member of the Minority Holding Group where the aggregate amount of such Financial Support exceeds USD50,000,000 (or its equivalent in other currencies); or (iii) failure to meet any of the Milestones within the period relevant to that Milestone specified in paragraph 4(a) of this letter as the same is extended by the applicable grace period referred to in that paragraph and as the same may be amended by the Agent; orapplicable (iv) breach of any of the Undertakings, in each case unless such breach is capable of remedy and is remedied within 15 calendar days of such breach (other than any breach of the Undertakings set out in paragraph 4(k)), shall constitute an immediate Event of Default under the Facility Agreement (in the case of (i) and (ii) above, whether or not the outstanding principal amount under that Group Facility Agreement or the relevant accelerated obligation is paid, and in the case of (ii), (iii) and (iv) above, subject to the relevant event being continuing and the Agent (acting on the instructions of the Required Lenders) issuing a notice in writing to the Parent stating that such event has occurred and is continuing).

Agreement by Obligors. (a) The Parent (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) by its signature of this letter agrees and acknowledges that the guarantees and indemnities contained in the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (b) The Parent (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) by its signature of this letter agrees and acknowledges that, on and after the Effective Date: (i) the obligations of the Parent and each other Obligor arising under the Facility Agreement and/or each other Finance Document to which it or any other Obligor is a party constitute secured obligations (howsoever defined); and (ii) the Security Interests created by the Parent and each other Obligor under any Security Document: (A) continue in full force and effect; and (B) extend to the obligations of the Obligors under the Facility Agreement and/or the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter, in each case subject to the limitations set out in the Security Documents. (c) The Parent by its signature of this letter, in its capacity as Parent, confirms that any Security Interest created pursuant to the Finance Documents by any party thereto shall, on and after the Effective Date, continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Facility Agreement and the other Finance Documents (as amended and/or amended and restated from time to time) including as varied, amended, supplemented or extended by this letter. (d) The Parent (for itself, itself and as the Obligors’ agent pursuant to clause 2.4 2.3 (Parent’s Authority) of the Facility Agreement and as authorised signatory and/or attorney-in-fact for certain Obligors and/or security providers pursuant to powers of attorneyAgreement) shall shall, at the request of the Agent and at its own expense, do all such acts and things reasonably necessary or desirable to give effect to the amendments effected or to be effected pursuant to this letter. (e) The Parent by its signature of this letter agrees that during the Negotiation Period: (i) the occurrence of the final maturity date under any Group Facility Agreement (as the same may be amended in accordance with the terms of that Group Facility Agreement) or an acceleration event under any Group Facility Agreement; (ii) an acceleration event in respect of any Financial Support provided, procured, created or permitted to subsist to or for the benefit of any member of the Minority Holding Group where the aggregate amount of such Financial Support exceeds USD50,000,000 (or its equivalent in other currencies); or (iii) failure to meet any of the Milestones within the period relevant to that Milestone specified in paragraph 4(a) of this letter as the same is extended by the applicable grace period referred to in that paragraph and as the same may be amended by the Agent; or (iv) breach of any of the Undertakings, in each case unless such breach is capable of remedy and is remedied within 15 calendar days of such breach (other than any breach of the Undertakings Undertaking as set out in paragraph 4(k)), shall constitute an immediate Event of Default under the Facility Agreement (in the case of (i) and (ii) above, whether or not the outstanding principal amount under that Group Facility Agreement or the relevant accelerated obligation is paid, and in the case of (ii), (iii) and (iv) above, subject to the relevant event being continuing and the Agent (acting on the instructions of the Required LendersMajority) issuing a notice in writing to the Parent stating that such event has occurred and is continuing). (f) The Parent by its signature of this letter agrees that if each of the Maturing Facility Agreements is extended pursuant to extension approval letters dated on or about the date of this letter, no Obligor will during the Negotiation Period be permitted to utilise the amount of any commitments under the Facility Agreement which were undrawn as at the Request Date.