2
5.2
would also be
true if references
to the Facilities
Agreement were construed
as references to
the Facilities Agreement
as
amended by this letter.
Each representation and warranty is applied to the circumstances existing
at the time the representation and warranty is made.
6.
GUARANTEE AND SECURITY CONFIRMATION
6.1
Each Guarantor
confirms that,
notwithstanding
the amendments
to the
Facilities Agreement
effected
by this
letter,
the
guarantee
and
indemnity
given
under
the
Facilities
Agreement
continues
in
full
force
and
effect
and
extends
to,
and
operates
as
an
effective
unconditional
guarantee
of
all
present
and
future
obligations
and
liabilities
of
each
Obligor
under the Finance Documents.
6.2
Each
Obligor
confirms
that,
notwithstanding
the
amendments
to
the
Facilities
Agreement
effected
by
this
letter,
the
liabilities and
obligations arising
under the
Facilities Agreement,
as amended,
shall form
part of
(but not
be limited
to)
the
Security
created
under
the
Security
Agreements
to
which
that
Obligor
is
party
to
secure
any
obligation
of
any
Obligor to a Finance Party under the Finance Documents.
6.3
Notwithstanding
the provisions
of clause
6 of
the pledge
and cession
dated 22 March,
2022 between
the Obligors
and
the
Lender,
the
Parties
agree
that
the
documents
required
to
be
delivered
under
that
clause
may
be
delivered
to
the
Lender 1
Business Day after
the first Utilisation
Date under the
Facilities Agreement
and the Lender
waives any Event
of Default
which occurred
as a
result of
the Obligors
not delivering
such documents
by no
later than
5 Business
Days
after the Closing Date.
7.
MISCELLANEOUS
7.1
This letter is a Finance Document.
7.2
From the Effective Date, the Facilities Agreement and this letter will be
read and construed as one document.
7.3
Except
as
expressly
otherwise
provided
in
this
letter,
no
amendment,
variation
or
change
is
made
to
any
Finance
Document and all the Finance Documents remain in full force and effect
in accordance with their terms.
7.4
Except to the extent expressly waived in this letter,
no waiver of any provision of any Finance Document is given by
the
terms of this letter
and the Finance
Parties expressly reserve
all their rights
and remedies in
respect of any
breach of, or
other Default under, the Finance Documents.
8.
COUNTERPARTS
This letter may
be executed in
any number of
counterparts, each of
which when executed
shall constitute a
duplicate original,
but all the counterparts
together shall constitute
one letter.
Delivery of an
executed scanned counterpart
of a signature page
of
this letter by e-mail shall be effective as delivery of an original
executed counterpart hereof.
9.
GOVERNING LAW
This letter is governed by the laws of South Africa.
If you agree to the above, please sign where indicated below.