BREACH ANY LAWS OR REGULATIONS IN AUSTRALIA OR ANY
OTHER COUNTRY;
(II)
THE TRANSACTION INVOLVES ANY SANCTIONED PERSON; OR
(III)
THE TRANSACTION MAY DIRECTLY INVOLVE THE PROCEEDS OF, OR BE APPLIED FOR
THE PURPOSES OF, CONDUCT WHICH IS UNLAWFUL IN AUSTRALIA OR ANY OTHER COUNTRY.
IF A FINANCE PARTY DECIDES TO DELAY, BLOCK OR REFUSE TO PROCESS ANY TRANSACTION
ON THE BASIS OF THIS CLAUSE IT MUST FIRST GIVE THE PARENT WRITTEN NOTICE OF THAT
FACT AND THE REASONS FOR IT DOING SO (TO THE EXTENT GIVING THAT INFORMATION IS
NOT PROHIBITED BY LAW).
124
(B)
EACH OBLIGOR MUST PROVIDE ALL INFORMATION TO THE AGENT WHICH THE AGENT OR
A LENDER REASONABLY REQUIRES IN ORDER TO MANAGE ITS MONEY-LAUNDERING, TERRORISM
FINANCING OR SANCTIONS RISK OR TO COMPLY WITH ANY LAWS OR REGULATIONS IN
AUSTRALIA OR ANY OTHER COUNTRY.
(C)
UNLESS AN OBLIGOR HAS DISCLOSED THAT IT IS ACTING IN A TRUSTEE CAPACITY
OR ON BEHALF OF ANOTHER PARTY, EACH OBLIGOR WARRANTS THAT IT IS ACTING ON ITS
OWN BEHALF IN ENTERING INTO ANY FINANCE DOCUMENT.
(D)
EACH OBLIGOR DECLARES AND UNDERTAKES THAT THE PROCESSING OF ANY
TRANSACTION BY A FINANCE PARTY IN ACCORDANCE WITH THE OBLIGOR'S INSTRUCTIONS
WILL NOT BREACH ANY LAWS OR REGULATIONS IN AUSTRALIA OR ANY OTHER COUNTRY IN
WHICH THE GROUP CONDUCTS BUSINESS.
(E)
EACH OBLIGOR AGREES THAT:
(I)
NO PERSON THAT IS A SANCTIONED PERSON WILL HAVE ANY LEGAL OR BENEFICIAL
INTEREST IN ANY FUNDS REPAID OR REMITTED BY THE BORROWERS TO ANY FINANCE PARTY
IN CONNECTION WITH THE FACILITIES; AND
(II)
THEY SHALL NOT USE ANY REVENUE OR BENEFIT DERIVED FROM ANY ACTIVITY OR
DEALING WITH A SANCTIONED PERSON FOR THE PURPOSE OF DISCHARGING AMOUNTS OWING TO
ANY FINANCE PARTY IN RESPECT OF THE FACILITIES.
24.15
SANCTIONS; ANTI-CORRUPTION
NO OBLIGOR SHALL (AND EACH OBLIGOR SHALL ENSURE THAT NO OTHER MEMBER OF THE
GROUP WILL) DIRECTLY OR INDIRECTLY, USE THE PROCEEDS OF ANY FACILITY (OR LEND,
CONTRIBUTE OR OTHERWISE MAKE AVAILABLE SUCH PROCEEDS TO ANY PERSON): (I) TO FUND
ANY ACTIVITIES OF OR BUSINESS WITH ANY SANCTIONED PERSON, OR IN ANY SANCTIONED
COUNTRY, OR IN ANY OTHER MANNER THAT WOULD RESULT IN A VIOLATION OF SANCTIONS BY
ANY FINANCE PARTY OR (II) IN VIOLATION OF ANY ANTI-CORRUPTION LAWS.
24.16
COMPOSITION OF OBLIGOR GROUP
(A)
THE PARENT MUST ENSURE THAT, SUBJECT TO PARAGRAPH (D), AT ALL TIMES
DURING THE TERM OF THE FACILITIES, THE OBLIGOR GROUP TOGETHER ACCOUNTS FOR:
(I)
AT LEAST 90% OF TOTAL TANGIBLE ASSETS (ON A CONSOLIDATED BASIS) OF THE
RELEVANT GROUP; AND
(II)
AT LEAST 90% OF EBITDA (ON A CONSOLIDATED BASIS) OF THE RELEVANT GROUP.
(B)
FOR THE PURPOSES OF THESE TESTS, IN CALCULATING:
(I)
TOTAL TANGIBLE ASSETS OF THE RELEVANT GROUP, TOTAL TANGIBLE ASSETS WILL
BE ADJUSTED TO ELIMINATE THE DIRECT CONTRIBUTIONS OF EXCLUDED SUBSIDIARIES; AND
(II)
EBITDA OF THE RELEVANT GROUP, EBITDA WILL BE ADJUSTED TO ELIMINATE:
(A)
AMOUNTS OTHERWISE INCLUDED IN EBITDA WHICH ARE ATTRIBUTABLE TO GROUP
MEMBERS WHICH ARE EXCLUDED SUBSIDIARIES, EXCEPT IF AND TO THE EXTENT