Subsequent
4.3.1
SUBJECT TO CLAUSE 4.3.2, THE BORROWERS SHALL PROCURE THAT ON OR
BEFORE THE EXPIRY OF FIVE (5) BUSINESS DAYS FROM THE DATE OF THIS AGREEMENT, THE
CONDITIONS SUBSEQUENT SET OUT IN SCHEDULE 1 (CONDITIONS SUBSEQUENT) ARE
SATISFIED.
THE LENDER SHALL NOTIFY THE BORROWERS PROMPTLY IN WRITING UPON BEING
SO SATISFIED AND WILL PROVIDE ALL REASONABLE ASSISTANCE TO THE BORROWERS FOR THE
PURPOSES OF SATISFYING THIS CLAUSE 4.3.1.
4.3.2
FOR THE PURPOSE OF CLAUSE 4.3.1 ONLY, "BUSINESS DAY" SHALL MEAN A
DAY (OTHER THAN A SATURDAY OR SUNDAY) ON WHICH BANKS ARE OPEN FOR GENERAL
BUSINESS IN JERSEY, LONDON AND AMSTERDAM.
5.
UTILISATION
5.1
DELIVERY OF A UTILISATION REQUEST
Each Borrower may utilise the Facility by delivery to the Lender of a duly
completed Utilisation Request not later than five (5), and no earlier than seven
(7), Business Days before the Utilisation Date.
5.2
COMPLETION OF A UTILISATION REQUEST
5.2.1
EACH UTILISATION REQUEST IS IRREVOCABLE AND WILL NOT BE REGARDED AS
HAVING BEEN DULY COMPLETED UNLESS:
(A)
THE PROPOSED UTILISATION DATE IS WITHIN THE AVAILABILITY PERIOD;
(B)
THE CURRENCY AND AMOUNT OF THE UTILISATION COMPLY WITH CLAUSE 5.3;
(C)
THE AMOUNTS REQUESTED DO NOT EXCEED THE AMOUNTS SPECIFIED IN THE VIA
GROUP DRAWDOWN SCHEDULE AND HOLDCO DRAWDOWN SCHEDULE, AS APPLICABLE; AND
(D)
IT SPECIFIES THE ACCOUNT AND BANK (WHICH MUST BE IN VIRGINIA, LONDON OR
AMSTERDAM) TO WHICH THE PROCEEDS OF THE UTILISATION ARE TO BE CREDITED.
5.2.2
ONLY ONE (1) LOAN FOR EACH OF FACILITY A AND FACILITY B MAY BE
REQUESTED IN EACH UTILISATION REQUEST.
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5.3
CURRENCY AND AMOUNT
5.3.1
THE CURRENCY SPECIFIED IN A UTILISATION REQUEST MUST BE DOLLARS.
5.3.2
THE AMOUNT OF THE PROPOSED LOAN MUST BE LESS THAN OR EQUAL TO THE
AVAILABLE COMMITMENT.
5.4
AVAILABILITY OF LOANS
5.4.1
IF THE CONDITIONS SET OUT IN THIS AGREEMENT HAVE BEEN MET, THE
LENDER SHALL MAKE EACH LOAN AVAILABLE BY THE UTILISATION DATE.
6.
REPAYMENT
6.1
REPAYMENT OF FACILITY A
The Borrowers shall repay each Loan made under Facility A, together with accrued
interest, on the Termination Date.
6.2
RE-BORROWING OF FACILITY A
The Borrowers may not re-borrow any part of Facility A which is repaid.
6.3
REPAYMENT OF FACILITY B
VIA Holdco Inc. shall repay each Loan made under Facility B, together with
accrued interest, on the Maturity Date.
Subject to Clause 13, VIA Holdco Inc.
is solely responsible for all amounts due and payable under this Agreement in
respect of Facility B.
6.4
RE-BORROWING OF FACILITY B
VIA Holdco Inc. may not re-borrow any part of Facility B which is repaid.
7.
PREPAYMENT AND CANCELLATION
7.1
MANDATORY PREPAYMENT AND CANCELLATION
If it becomes unlawful in any applicable jurisdiction for the Lender to perform
any of its obligations as contemplated by this Agreement or to fund or maintain
any Loan:
(A)
THE LENDER SHALL PROMPTLY NOTIFY THE RELEVANT BORROWER UPON BECOMING
AWARE OF THAT EVENT;
(B)
UPON THE LENDER NOTIFYING THE BORROWERS, THE COMMITMENT WILL BE
IMMEDIATELY CANCELLED; AND
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(C)
THE