TO PRODUCE
AND DELIVER ALL NECESSARY WHITEWASH DOCUMENTS TO ENSURE THAT IT PROVIDES A
GUARANTEE PROVIDED UNDER CLAUSE 24 (GUARANTEE AND INDEMNITY) WITHOUT BREACHING
AND HAVING SATISFIED THE PROVISIONS OF SECTIONS 151 TO 158 OF THE ACT.
The Facility Agent shall notify the Company and the Lenders promptly upon being
so satisfied.
45
4.
UTILISATION AND EXTENSION
4.1
CONDITIONS TO UTILISATION
Save as otherwise provided in this Agreement, the Initial Loans will be made by
the Lenders to the Borrower if:
(A)
THE FACILITY AGENT HAS RECEIVED FROM THE
BORROWER A DULY COMPLETED UTILISATION REQUEST IN THE RELEVANT FORM NO EARLIER
THAN THE DAY WHICH IS 10 BUSINESS DAYS AND NO LATER THAN 2:00 P.M. ON THE DAY
WHICH IS 3 BUSINESS DAYS PRIOR TO THE PROPOSED UTILISATION DATE, RECEIPT OF
WHICH SHALL OBLIGE THE BORROWER TO UTILISE THE AMOUNT REQUESTED ON THE
UTILISATION DATE STATED THEREIN UPON THE TERMS AND SUBJECT TO THE CONDITIONS
CONTAINED IN THIS AGREEMENT;
(B)
THE PROPOSED UTILISATION DATE IS A BUSINESS
DAY FOR THE PROPOSED CURRENCIES OF THE INITIAL LOANS, WHICH IS OR PRECEDES THE
TERMINATION DATE;
(C)
THE UTILISATION WOULD RESULT IN THE MAXIMUM
PRINCIPAL AMOUNT OF THE FACILITY BEING UTILISED;
(D)
THE INTEREST RATE APPLICABLE TO THE FIRST
INTEREST PERIOD WILL NOT HAVE TO BE DETERMINED UNDER CLAUSE 10 (MARKET
DISRUPTION AND ALTERNATIVE INTEREST RATES); AND
(E)
ON THE DATE OF THE UTILISATION REQUEST AND
THE PROPOSED UTILISATION DATE, ALL REPRESENTATIONS SET OUT IN CLAUSE 16
(REPRESENTATIONS AND WARRANTIES) MADE BY EACH OF THE PERSONS IDENTIFIED AS
MAKING THOSE REPRESENTATIONS ARE TRUE IN ALL MATERIAL RESPECTS BY REFERENCE TO
THE CIRCUMSTANCES THEN EXISTING AND NO DEFAULT IS CONTINUING OR WOULD RESULT
FROM THE PROPOSED UTILISATION.
4.2
LENDERS' PARTICIPATIONS
Each Lender will participate through its Facility Office in the Initial Loans
made pursuant to Clause 4.1 (Conditions to Utilisation) in its respective
Proportion.
4.3
INITIAL MATURITY DATE AND CONVERSION OF
INITIAL LOANS
(A)
SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
EACH LENDER SEVERALLY AGREES THAT, IF THE INITIAL LOANS HAVE NOT BEEN REPAID ON
OR PRIOR TO THE INITIAL MATURITY DATE, THE THEN OUTSTANDING PRINCIPAL AMOUNT OF
ITS INITIAL LOANS SHALL BE AUTOMATICALLY CONVERTED INTO A LOAN (INDIVIDUALLY, AN
"EXTENDED TERM LOAN" AND COLLECTIVELY, THE "EXTENDED TERM LOANS"; THE INITIAL
LOANS AND THE EXTENDED TERM LOANS, COLLECTIVELY, THE "LOANS") TO THE BORROWER,
ON THE INITIAL MATURITY DATE, IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THEN
OUTSTANDING PRINCIPAL AMOUNT OF THE INITIAL LOANS HELD BY SUCH LENDER AND
DENOMINATED IN THE SAME CURRENCY AS EACH SUCH INITIAL LOAN; PROVIDED, THAT:
(I)
IF, ON THE INITIAL MATURITY DATE, A
DEFAULT DESCRIBED IN CLAUSE 22.7 (WINDING-UP), CLAUSE 22.8 (EXECUTION OR
DISTRESS) OR CLAUSE 22.9 (SIMILAR EVENTS) (IN EACH CASE WITH RESPECT TO THE ANY
OBLIGOR OR ANY MATERIAL SUBSIDIARY ONLY) SHALL HAVE OCCURRED AND BE CONTINUING,
THE INITIAL LOANS SHALL NOT BE SO CONVERTED ON THE INITIAL MATURITY DATE, BUT IF
SUCH DEFAULT IS CURED BEFORE THE EXPIRATION OF THE GRACE PERIOD SPECIFIED IN
SUCH