upon being so satisfied.
4.2
FURTHER CONDITIONS PRECEDENT
4.2.1
THE LENDER WILL ONLY BE OBLIGED TO MAKE A LOAN
AVAILABLE TO THE BORROWER IF ON THE DATE OF THE UTILISATION REQUEST AND ON THE
PROPOSED UTILISATION DATE:
(A)
NO DEFAULT IS CONTINUING OR WOULD RESULT FROM THE
PROPOSED LOAN; AND
(B)
THE REPEATING REPRESENTATIONS TO BE MADE BY THE BORROWER
ARE TRUE IN ALL MATERIAL RESPECTS.
4.3
MAXIMUM NUMBER OF LOANS
4.3.1
THE BORROWER MAY NOT DELIVER A UTILISATION REQUEST
IF, AS A RESULT OF THE PROPOSED UTILISATION, MORE THAN ONE (1) LOAN WOULD BE
OUTSTANDING.
4.3.2
THE BORROWER MAY NOT REQUEST THAT A LOAN BE
DIVIDED IF, AS A RESULT OF THE PROPOSED DIVISION, MORE THAN FIVE (5) LOANS WOULD
BE OUTSTANDING.
5.
UTILISATION
5.1
DELIVERY OF A UTILISATION REQUEST
The Borrower may utilise the Facility by delivery to the Lender of a duly
completed Utilisation Request not later than the Specified Time.
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 A BUSINESS DAY WITHIN
THE AVAILABILITY PERIOD;
7
(B)
THE CURRENCY AND AMOUNT OF THE UTILISATION COMPLY WITH
CLAUSE 5.3 (CURRENCY AND AMOUNT); AND
(C)
THE PROPOSED INTEREST PERIOD COMPLIES WITH CLAUSE 9
(INTEREST PERIODS).
5.2.2
ONLY ONE LOAN MAY BE REQUESTED IN EACH UTILISATION
REQUEST.
5.3
CURRENCY AND AMOUNT
5.3.1
THE CURRENCY SPECIFIED IN A UTILISATION REQUEST
MUST BE THE BASE CURRENCY OR THE OPTIONAL CURRENCY.
5.3.2
THE AMOUNT OF THE PROPOSED LOAN MUST BE A MINIMUM
OF $1,000,000 (OR ITS EQUIVALENT IN THE OPTIONAL CURRENCY) OR IF LESS, THE
AVAILABLE FACILITY, IN ANY EVENT SUCH THAT ITS BASE CURRENCY AMOUNT IS LESS THAN
OR EQUAL TO THE AVAILABLE FACILITY.
6.
REPAYMENT
6.1
REPAYMENT OF LOANS
THE BORROWER SHALL REPAY THE LOANS MADE TO IT IN FULL ON THE TERMINATION DATE.
7.
PREPAYMENT AND CANCELLATION
7.1
ILLEGALITY
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:
7.1.1
THE LENDER SHALL PROMPTLY NOTIFY THE BORROWER UPON
BECOMING AWARE OF THAT EVENT WHEREUPON THE FACILITY WILL BE IMMEDIATELY
CANCELLED; AND
7.1.2
THE BORROWER SHALL REPAY THE LOANS MADE TO THE
BORROWER ON THE LAST DAY OF THE INTEREST PERIOD FOR EACH LOAN OCCURRING AFTER
THE LENDER HAS NOTIFIED THE BORROWER OR, IF EARLIER, THE DATE SPECIFIED BY THE
LENDER IN THE NOTICE DELIVERED TO THE BORROWER.
7.2
CHANGE OF CONTROL
7.2.1
IF THE GUARANTOR CEASES TO CONTROL THE BORROWER
DIRECTLY OR INDIRECTLY:
(A)
THE BORROWER SHALL PROMPTLY NOTIFY THE LENDER UPON
BECOMING AWARE OF THAT EVENT;
(B)
THE LENDER SHALL NOT BE OBLIGED TO FUND A UTILISATION;
AND
(C)
THE LENDER MAY, BY NOT LESS THAN 3 DAYS NOTICE TO THE
BORROWER, CANCEL THE FACILITY AND DECLARE ALL OUTSTANDING LOANS, TOGETHER WITH
ACCRUED INTEREST, AND ALL OTHER AMOUNTS ACCRUED UNDER THE FINANCE DOCUMENTS
IMMEDIATELY DUE AND PAYABLE,