26.19 (Certain Funds
Period)) in relation to the Utilisation under Facility A1 and Facility A2
requested to be made during the Certain Funds Period, Clause 4.2 (Further
Conditions Precedent) shall only apply if a Certain Funds Default has occurred
which is continuing or, in relation to paragraph (b) of Schedule 12 (Certain
Funds Default), the relevant parties are in negotiations within the meaning of
such paragraph (b).
4.4
CONDITIONS RELATING TO OPTIONAL CURRENCIES
(A)
A CURRENCY WILL CONSTITUTE AN OPTIONAL CURRENCY IN RELATION TO A
REVOLVING UTILISATION IF:
(I)
IT IS READILY AVAILABLE IN THE AMOUNT REQUIRED AND FREELY CONVERTIBLE
INTO THE BASE CURRENCY IN THE RELEVANT INTERBANK MARKET ON THE QUOTATION DAY AND
THE UTILISATION DATE FOR THAT UTILISATION; AND
(II)
IT IS EURO, AUSTRALIAN DOLLARS OR JAPANESE YEN OR HAS BEEN APPROVED
BY THE FACILITY AGENT (ACTING ON THE INSTRUCTIONS OF ALL THE LENDERS) ON OR
PRIOR TO RECEIPT BY THE FACILITY AGENT OF THE RELEVANT UTILISATION REQUEST FOR
THAT UTILISATION.
(B)
IF THE FACILITY AGENT HAS RECEIVED A WRITTEN REQUEST FROM THE
COMPANY FOR A CURRENCY TO BE APPROVED UNDER SUB-PARAGRAPH (A)(II) ABOVE, THE
FACILITY AGENT WILL CONFIRM TO THE COMPANY BY THE SPECIFIED TIME:
(I)
WHETHER OR NOT THE LENDERS HAVE GRANTED THEIR APPROVAL; AND
(II)
IF APPROVAL HAS BEEN GRANTED, THE MINIMUM AMOUNT (AND, IF REQUIRED,
INTEGRAL MULTIPLES) FOR ANY SUBSEQUENT UTILISATION IN THAT CURRENCY.
4.5
MAXIMUM NUMBER OF UTILISATIONS
(A)
A BORROWER MAY NOT DELIVER A UTILISATION REQUEST IF AS A RESULT
OF THE PROPOSED UTILISATION:
(I)
4 OR MORE TERM LOANS WOULD BE OUTSTANDING UNDER FACILITY A1 AND
FACILITY A2; OR
(II)
10 OR MORE REVOLVING UTILISATIONS (OR 10 OR MORE INCREMENTAL FACILITY
LOANS) WOULD BE OUTSTANDING.
(B)
A BORROWER MAY NOT REQUEST THAT A TERM LOAN BE DIVIDED IF, AS A
RESULT OF THE PROPOSED DIVISION, 4 OR MORE TERM LOANS WOULD BE OUTSTANDING UNDER
EACH OF FACILITY A1 AND FACILITY A2. A BORROWER MAY NOT REQUEST THAT A REVOLVING
LOAN BE DIVIDED.
(C)
ANY LOAN MADE BY A SINGLE LENDER UNDER CLAUSE 8.2
(UNAVAILABILITY OF A CURRENCY) SHALL NOT BE TAKEN INTO ACCOUNT IN THIS CLAUSE
4.5.
31
4.6
AUTHORISATION RE FEES, ETC.
Each Borrower irrevocably authorises the Facility Agent to deduct from the
amount of the first Utilisation under the Facilities, all fees, costs and
expenses then due from the Company pursuant to Clause 15 (Fees).
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SECTION 3
UTILISATION
5.
UTILISATION OF LOANS
5.1
DELIVERY OF A UTILISATION REQUEST
A Borrower may utilise a Facility by delivery to the Facility Agent of a duly
completed Utilisation Request not later than the Specified Time.
5.2
COMPLETION OF A UTILISATION REQUEST
(A)
EACH UTILISATION REQUEST IS IRREVOCABLE AND WILL NOT BE REGARDED
AS HAVING BEEN DULY COMPLETED UNLESS:
(I)
IT IDENTIFIES THE FACILITY TO BE UTILISED;
(II)
THE PROPOSED UTILISATION DATE IS A BUSINESS DAY WITHIN THE
AVAILABILITY PERIOD APPLICABLE TO THAT FACILITY;
(III)
THE CURRENCY AND AMOUNT OF THE UTILISATION COMPLY WITH CLAUSE 5.3
(CURRENCY AND AMOUNT); AND