(REPRESENTATIONS) OR, IN RELATION TO ANY OTHER
UTILISATION, THE REPEATING REPRESENTATIONS TO BE MADE BY EACH OBLIGOR ARE TRUE
IN ALL MATERIAL RESPECTS.
4.3
CERTAIN FUNDS
The Lenders agree that (without prejudice to Clause 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.
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(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.
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