OF FACILITY AGREEMENT. 6.1 Each of the parties hereto undertake to negotiate in good faith, to use all reasonable commercial efforts and to allocate sufficient resources and personnel for the purposes of such negotiations, to agree the terms of, and upon such agreement shall enter into, the Facility Agreement and the other Finance Documents (required to be entered into as a condition precedent to the initial utilisation of the Facility) in all relevant capacities, as soon as reasonably practicable following countersigning of this Commitment Letter by the Borrower and in any event by or on the date falling 9 months after the date of this Commitment Letter (or such later date as may be mutually agreed by the parties hereto (each party acting reasonably)) (the “Proposed Signing Date”), subject to:
(a) your signing and returning to us copies of the Underwriting Documents; and
(b) entry into the Acquisition Agreement by the parties thereto.
6.2 The Mandated Lead Arrangers’ and the Underwriters’ undertaking under paragraph 6.1 above shall expire on the termination or expiry of this Commitment Letter.
6.3 The Intercreditor Agreement and Transaction Security Documents that are required to be entered into by certain Obligors and Group Members as conditions precedent to first drawdown under the Facility Agreement shall be drafted and negotiated between each of the parties hereto in good faith and on terms consistent with the Term Sheet.
6.4 If, despite good faith negotiation, we and the Borrower are not able to agree on a term of the Facility Agreement or the Intercreditor Agreement by the Proposed Signing Date, such term will, to the extent comparable with respect to the Facility, be in the form of:
(a) the current standard form Primary (Leveraged) LMA Senior Multicurrency Term and Revolving Facilities Agreement (the “LMA Precedent Facilities Agreement”) (subject to the specific terms of the Term Sheet); or, as the case may be,
(b) the standard form LMA Intercreditor Agreement for Leveraged Acquisition Finance Transactions (the “LMA Precedent Intercreditor Agreement” and together with the LMA Precedent Facilities Agreement, the “LMA Precedent Finance Documents”), provided that where the relevant LMA Precedent Finance Document contains a drafting option, is silent on a particular point or the provisions of the relevant LMA Precedent Finance Document require more than minor or technical changes in order to be incorporated into the Facility Agreement or, as the case may be, the Intercredito...
OF FACILITY AGREEMENT. 6.1 Each of the Mandated Lead Arranger and the Underwriter undertakes to negotiate in good faith, to use best efforts and to allocate sufficient resources and personnel to ensure that the parties hereto shall enter into the Facility Agreement and the other Finance Documents, in all relevant capacities (required to be entered into as a condition precedent to the initial utilisation of the Facility) on terms consistent with the Term Sheet, as soon as reasonably practicable following countersigning of this Commitment Letter by the Borrower and in any event on or prior to the date falling seven months after the date the Merger Agreement is signed (or such later date as may be mutually agreed by the parties hereto (each party acting reasonably)) (the “Proposed Signing Date”), subject to:
(a) you signing and returning to us copies of the Underwriting Documents; and
(b) entry into the Merger Agreement by the parties thereto.
6.2 The Mandated Lead Arranger’s and the Underwriter’s respective undertaking above to negotiate in good faith, to use their best efforts and to allocate sufficient resources and personnel to ensure that they enter into the Facility Agreement and the other Finance Documents shall expire on the termination of this Commitment Letter.
6.3 If, despite good faith negotiation, we are not able to agree on a term of the Finance Documents by the Proposed Signing Date, then as soon as practicable following that date the Mandated Lead Arranger, the Underwriter and the Borrower undertake to sign all Finance Documents required to be signed prior to the Utilisation of the Facility and any such term not previously agreed on will, to the extent comparable with respect to the Facility, be in the form of the current standard form of syndicated loan template published by China Banking Association (“CBA Template”) and to the extent that no comparable clause is included in the CBA Template, be in the form of the current standard form of the Senior Multicurrency Term and Revolving Facilities Agreement for Leveraged Acquisition Finance Transactions (“LMA Template”, and together with the CBA Template, the “Precedent Facility Agreement”) (subject to the specific terms of the Term Sheet) provided that where the relevant Precedent Facility Agreement contains a drafting option, is silent on a particular point or the provisions of the Precedent Facility Agreement require more than minor or technical changes in order to be incorporated into the Facility Agreement, the rel...
OF FACILITY AGREEMENT. 6.1 Each of the parties hereto undertake to negotiate in good faith, to use all reasonable commercial efforts and to allocate sufficient resources and personnel for the purposes of such negotiations, to agree the terms of, and upon such agreement to enter into, the Facility Agreement and the other Finance Documents (required to be entered into as a condition precedent to the initial funding of the Facility in Schedule 1 (Conditions Precedent) to the Term Sheet), in each case consistent with the Term Sheet, in all relevant capacities, as soon as reasonably practicable following countersigning of this Commitment Letter by the Borrower and in any event by or on the date falling 6 months after the date of this Commitment Letter (or such later date as may be mutually agreed by the parties hereto (each party acting reasonably)) (the “Proposed Signing Date”), subject to:
(a) your signing and returning to us copies of the Underwriting Documents; and
(b) entry into the Acquisition Agreement by the parties thereto.
6.2 The Mandated Lead Arranger’s and the Underwriter’s undertaking under paragraph 6.1 above shall expire on the termination or expiry of this Commitment Letter.
6.3 The Closing Date Transaction Security Documents that are required to be entered into by the Borrower and the Parent as conditions precedent to first drawdown under the Facility Agreement as specified under Schedule 1 to the Term Sheet shall be drafted and negotiated between each of the parties hereto in good faith and on terms consistent with the Term Sheet.
