Common use of Permitted Variations Clause in Contracts

Permitted Variations. (A) Subject to Clause 8.2(B) below, the Lender must not agree to any amendment or variation of a Scheme Facility which would have resulted in such Scheme Facility not complying with paragraph 2 (The Scheme Facility) of Schedule 2 (General Eligibility Criteria) (other than sub-paragraph (C) thereof) had such amendment or variation been effective on the Offer Date of such Scheme Facility, or that would have the effect of increasing the Guarantor’s exposure to such Scheme Facility under this Agreement, except that the Lender may agree to: (1) an extension to the term of a Scheme Facility that does not result in the overall term of the Scheme Facility exceeding the Maximum Guarantee Term; (2) a capital repayment holiday in respect of the Scheme Facility; (3) any variation of any amortisation schedule, repayment profile or revolving credit facility reduction instalments; (4) the amendment or waiver of mandatory prepayment events; and/or (5) a Notified Permitted Variation, provided that, in each case, the Lender complies with Clause 3.1 (Standard of care of the Lender). Clause 8.2(B) below sets out additional circumstances in which the Lender can make amendments to a Scheme Facility in connection with forbearance measures. Capital repayment holidays and term extensions up to the Maximum Guaranteed Term are permitted on the terms of Clause 8.2(A) above, even where these are not in connection with forbearance measures. (B) Clause 8.2(A) does not apply to any amendment or variation to a Scheme Facility agreed by the Lender in connection with any forbearance measures taken by it in respect of the relevant Scheme Facility if: (1) each amendment or variation (as applicable) complies with Clause 3.1 (Standard of care of the Lender); (2) in agreeing the amendment or variation (as applicable), the Lender acted consistently with the approach that it would have taken to a facility with similar commercial terms with a similar Borrower but without the benefit of the Scheme Guarantee; (3) where the term of the relevant Scheme Facility is extended pursuant to any amendment or variation beyond the Maximum Guaranteed Term: (a) the term of such Scheme Facility will not be extended beyond ten (10) years from the Initial Drawdown Date; (b) the proposed term extension conforms to the Lender’s normal forbearance policies from time to time; (c) the ability of the Borrower’s businesses to repay the Scheme Facility would be severely compromised without the proposed term extension; and (d) the probability of the Borrower repaying the Scheme Facility is significantly increased (and the level of potential loss is expected to be significantly reduced) as a result of the proposed term extension; (4) the amendment or variation does not result in the Borrower’s repayment obligations in respect of the Scheme Facility, or the Lender’s entitlement to the proceeds of any related Collateral, becoming pari passu or subordinated to the claims or entitlements of any other person or entity, to the extent such claims or entitlements were not pari passu or senior to the claims or entitlements of the Lender immediately prior to such amendment or variation; and (5) the Outstanding Guaranteed Balance of such Scheme Facility is not increased compared to the Outstanding Guaranteed Balance immediately prior to such amendment or variation, provided that: (a) ordinary course interest and fees may accrue in respect of the relevant Scheme Facility at the rates applicable to the Scheme Facility prior to such amendment or variation (plus any increase to reflect any increase in the Scheme Lender Fee); (b) interest in respect of such Scheme Facility may be capitalised where there is no increase in the overall amount of any payment due from the Borrower (other than an increase as a result of (a) capitalisation of such interest and (b) the accrual of interest on such capitalised interest at the rates applicable to the Scheme Facility prior to such amendment or variation (plus any increase to reflect any increase in the Scheme Lender Fee)); and (c) the Lender may, subject always to Clause 3 (Standard of care), charge additional fees to the Borrower in connection with such amendments or variations to the Scheme Facility but these shall not be included in the Outstanding Guaranteed Balance for the purposes of this Agreement (and, for the avoidance of doubt, if the Outstanding Guaranteed Balance of the Scheme Facility does not include interest, as set out in the Scheme Facility Type Schedule for such Scheme Facility, then any capitalised interest shall be excluded when calculating the Outstanding Guaranteed Balance for all purposes under this Agreement), (each such amendment or variation, a “Forbearance Amendment”). The Guarantor may amend or vary the definition of Forbearance Amendment via Scheme Guidance from time to time, provided that, to the extent that any such amendments or variations reduce the scope or Forbearance Amendments set out above, such amendments or variations shall take effect not less than 30 calendar days from the date on which such amendments or variations are made to the Scheme Guidance.