Common use of Financing Facilities Clause in Contracts

Financing Facilities. 5.4.1 To the extent requested by the Purchaser, the Seller shall, as soon as reasonably practicable between the date of this Agreement and Closing: (i) introduce the Purchaser and its representatives to the third-party providers of finance (each a “Finance Provider”) under the Existing Financing Arrangements; and (ii) provide reasonable access to and reasonable assistance from those persons within the Seller’s Group (including the treasury team of the Seller’s Group) who are responsible for the procurement and management of the Existing Financing Arrangements, in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after Closing for the benefit of the Group and/or the Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction). 5.4.2 Between the date of this Agreement and Closing, the Purchaser shall use its reasonable endeavours (with the assistance of the Seller described in Clause 5.4.1) to seek and obtain, in respect of each Existing Financing Arrangement, the consent of the relevant Finance Provider to the continuation of the Existing Financing Arrangement after Closing without the relevant Seller’s Facility Guarantee. 5.4.3 Between the date of this Agreement and Closing, the Seller may, subject to the consent of the Purchaser (not to be unreasonably withheld or delayed), reduce or procure the reduction of the amount of any facility that is available to the Group Companies under the relevant Existing Financing Arrangements. 5.4.4 Subject to Clause 5.4.5, the Seller and the relevant Group Companies may not, without the consent of the Purchaser (not to be unreasonably withheld or delayed), close and/or terminate, or procure the closure or termination of, any Existing Financing Arrangements (and the release, withdrawal and/or termination of the associated Seller’s Facility Guarantees) prior to Closing. 5.4.5 Subject to Clause 5.4.6, the Seller shall not require the consent of the Purchaser under Clause 5.4.4 to close and/or terminate, or procure the closure or termination of, any Existing Financing Arrangement (provided any such closure or termination shall only take effect immediately prior to or on Closing) and the release, withdrawal and/or termination of the associated Seller’s Facility Guarantees where, prior to Closing: (i) the Finance Provider of an Existing Financing Arrangement has agreed to waive any right to repayment of the amounts payable under such Existing Financing Arrangement on or following Closing, but subject to one or more conditions imposed by such Finance Provider that the Purchaser or a member of the Purchaser’s Group could reasonably fulfil but which the Purchaser or member of the Purchaser’s Group elects not to agree to or fulfil; (ii) the Finance Provider of an Existing Financing Arrangement has accelerated the amounts payable under such Existing Financing Arrangement (in accordance with the terms of the Existing Financing Arrangements).

Financing Facilities. 5.4.1 To the extent requested by the Purchaser, the Seller shall, as soon as reasonably practicable between the date of this Agreement and the relevant Closing: (i) introduce the Purchaser and its representatives to the third-party providers of finance (each a “Finance Provider”) under the Existing Financing Arrangements; and (ii) provide reasonable access to and reasonable assistance from those persons within the Seller’s Group (including the treasury team of the Seller’s Group) who are responsible for the procurement and management of the Existing Financing Arrangements, in order to assist the Purchaser and members of the Purchaser’s Group in their dealings with those Finance Providers under those Existing Financing Arrangements that the Purchaser wishes to continue after the relevant Closing for the benefit of the Group and/or the Business (including, for the avoidance of doubt, in the seeking of any waiver of any change of control or equivalent provisions in the Existing Financing Agreements that are triggered by the Transaction). 5.4.2 Between the date of this Agreement and the relevant Closing, the Purchaser shall use its reasonable endeavours (with the assistance of the Seller described in Clause 5.4.1) to seek and obtain, in respect of each Existing Financing Arrangement, the consent of the relevant Finance Provider to the continuation of the Existing Financing Arrangement after the relevant Closing without the relevant Seller’s Facility Guarantee. 5.4.3 Between the date of this Agreement and the relevant Closing, the Seller may, subject to the consent of the Purchaser (not to be unreasonably withheld or delayed), reduce or procure the reduction of the amount of any facility that is available to the Group Companies under the relevant Existing Financing Arrangements. 5.4.4 Subject to Clause 5.4.5, the Seller and the relevant Group Companies may not, without the consent of the Purchaser (not to be unreasonably withheld or delayed), close and/or and/ or terminate, or procure the closure or termination of, any Existing Financing Arrangements (and the release, withdrawal and/or termination of the associated Seller’s Facility Guarantees) prior to the relevant Closing. 5.4.5 Subject to Clause 5.4.6, the Seller shall not require the consent of the Purchaser under Clause 5.4.4 to close and/or terminate, or procure the closure or termination of, any Existing Financing Arrangement (provided any such closure or termination shall only take effect immediately prior to or on Closing) and the release, withdrawal and/or termination of the associated Seller’s Facility Guarantees where, prior to the relevant Closing: (i) the Finance Provider of an Existing Financing Arrangement has agreed to waive any right to repayment of the amounts payable under such Existing Financing Arrangement on or following the relevant Closing, but subject to one or more conditions imposed by such Finance Provider that the Purchaser or a member of the Purchaser’s Group could reasonably fulfil but which the Purchaser or member of the Purchaser’s Group elects not to agree to or fulfil; (ii) the Finance Provider of an Existing Financing Arrangement has accelerated the amounts payable under such Existing Financing Arrangement (in accordance with the terms of the Existing Financing Arrangements).