NO ELECTION ALREADY MADE BY THE COMPANY UNDER THAT
PARAGRAPH SHALL APPLY (UNLESS THE MAJORITY BANKS OTHERWISE AGREED IN WRITING) IF
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(D)
THE FACILITY AGENT SHALL NOTIFY THE
LENDERS AS SOON AS POSSIBLE OF ANY PREPAYMENT OF ANY FACILITY A1 LOAN OR
FACILITY A2 LOAN TO BE MADE UNDER CLAUSE 11.4 (VOLUNTARY PREPAYMENT OF TERM
LOANS), PARAGRAPH (B) OF CLAUSE 11.7 (EXIT), CLAUSE 11.8 (EQUITY PROCEEDS) OR
CLAUSE 11.9 (DISPOSAL, PROCEEDS).
11.13
AUTOMATIC CANCELLATION
(A)
IF THE CLOSING DATE DOES NOT OCCUR ON OR
PRIOR TO THE LAST DAY OF THE AVAILABILITY PERIOD FOR THE TERM FACILITIES, THEN
ALL FACILITIES SHALL BE AUTOMATICALLY CANCELLED IN FULL ON THAT DATE.
(B)
THE REVOLVING COMMITMENTS SHALL BE
CANCELLED IN FULL AND ALL REVOLVING UTILISATIONS REPAID IN FULL IMMEDIATELY UPON
THE REPAYMENT OR PREPAYMENT IN FULL OF THE TERM LOANS OR CANCELLATION IN FULL OF
THE TERM FACILITIES.
11.14
RESTRICTIONS ON UPSTREAMING CASH
(A)
IF:
(I)
ANY AMOUNT IS REQUIRED TO BE APPLIED IN PREPAYMENT OR
REPAYMENT OF THE FACILITIES FROM DISPOSAL PROCEEDS UNDER CLAUSE 11.9 (DISPOSAL
PROCEEDS) BUT, IN ORDER TO BE SO APPLIED, A MEMBER OF THE GROUP HAS TO MAKE
PAYMENTS UPSTREAM OR OTHERWISE TRANSFER MONEYS TO ANOTHER A MEMBER OF THE GROUP
TO EFFECT THAT PREPAYMENT OR REPAYMENT; AND
(II)
THOSE MONEYS CANNOT BE SO UPSTREAMED OR TRANSFERRED
WITHOUT:
(A)
BREACHING LEGAL PROHIBITIONS PREVENTING THE RECIPIENT OF THE
PROCEEDS FROM MAKING THE RELEVANT PREPAYMENT OR MAKING THE FUNDS AVAILABLE TO A
MEMBER OF THE GROUP THAT CAN MAKE SUCH PREPAYMENT; OR
(B)
A MEMBER OF THE GROUP INCURRING A MATERIAL COST OR EXPENSE
(INCLUDING MATERIAL TAXES OR OTHER LIABILITIES); AND
(III)
THE COMPANY (ACTING REASONABLY) HAS DETERMINED THAT SUCH
UPSTREAMING OR TRANSFER WILL PRESENT A MATERIAL RISK OF LIABILITY FOR THE MEMBER
OF THE GROUP CONCERNED OR ITS DIRECTORS OR OFFICERS,
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there will be no obligation to make that payment or repayment until that
impediment no longer applies.
(B)
EACH OBLIGOR WILL USE ALL REASONABLE
ENDEAVOURS:
(I)
TO OVERCOME ANY SUCH IMPEDIMENT; AND
(II)
TO USE CASH HELD BY ANY OTHER MEMBER OF THE GROUP TO
PREPAY AN EQUIVALENT AMOUNT OF THE FACILITIES WHERE SUCH WOULD NOT BE MATERIALLY
PREJUDICIAL TO THE LIQUIDITY NEEDS OF THE GROUP OR THE AVAILABILITY THEREOF TO
MEMBERS OF THE GROUP REQUIRING CASH RESOURCES AND WOULD NOT GIVE RISE TO ANY OF
THE ISSUES REFERRED TO IN SUB-PARAGRAPHS (A)(I) AND (II) ABOVE.
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SECTION 5
COSTS OF UTILISATION
12.
INTEREST
12.1
CALCULATION OF INTEREST
The rate of interest on each Loan for each Interest Period is the percentage
rate per annum which is the aggregate of the applicable:
(A)
MARGIN;
(B)
LIBOR OR, IN RELATION TO ANY LOAN IN
EURO, EURIBOR; AND
(C)
MANDATORY COST, IF ANY.
12.2
PAYMENT OF INTEREST
The Borrower to which a Loan has been made shall pay accrued interest on that
Loan on the last day of each Interest Period (and, if any Interest Period is
longer