[The last Repayment Instalment be repaid on the Termination Date and will be the balance of the outstanding Loans.] Reborrowing The Borrower may not reborrow any part of the Facility which is repaid. Illegality If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan[ or it becomes unlawful for any Affiliate of a Lender for that Lender to do so]: that Lender shall promptly notify the Agent upon becoming aware of that event; upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and the Borrower repay that Lender's participation in the Loans made to it on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation repaid. Change of control If [[ ] ceases to [control the Borrower/be the beneficial owner (directly or indirectly through wholly-owned Subsidiaries) of the entire issued share capital of the Borrower]/[any person or group of persons acting in concert gains control of the Borrower]: the Borrower shall promptly notify the Agent upon becoming aware of that event; [a Lender shall not be obliged to fund a Utilisation;] and if [the Majority Lenders so require]/[a Lender so requires and notifies the Agent [within [ ] days of the Borrower notifying the Agent of the event]] the Agent shall, by not less than [ ] days' notice to the Borrower, cancel the [Total Commitments]/[Commitment of that Lender] and declare [the participation of that Lender in] all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the [Total Commitments]/[Commitment of that Lender] will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.
Except as provided in Clause () and paragraph , at the request of the Borrower if: it gives the Security Agent not less than [ ] Business Days' notice; and (except to the extent that any part of the withdrawal is to fund amounts payable to the Finance Parties the Finance Documents) that request is accompanied by the evidence referred to in paragraph of Clause (), the Security must withdraw from, and apply amounts standing to the credit of the VAT Account, either in payment to the Borrower for the payment of costs and expenses referred to in the Budgeted Costs or in payment to the Development Party to whom those costs and expenses are due. The Security Agent is obliged to make a withdrawal from the VAT Account in accordance with paragraph only if: no Default is outstanding; and the Repeating Representations are correct and will be correct immediately after the withdrawal.] General Account Except as provided in paragraph , the Borrower has signing rights in relation to the General Account. The Borrower must ensure that all Tenant Contributions [,unless held in a account in the name of the Managing Agent,] are paid into the General Account. The Borrower must ensure that any other amount received or receivable by it, other than any amount specifically required under this Agreement to be paid into any other Account, is paid into the General Account. Except as provided in paragraph and subject to: any restriction in any Subordination Agreement; and the requirement that amounts paid into the General Account for a particular purpose must be used for that purpose, the Borrower may withdraw any amount from the General Account for any purpose. At any time when a Default is continuing or the Repeating Representations are not correct, the Security Agent may: operate the General Account;
have been obtained or effected and are in full and effect [except any Authorisation referred to in paragraph of Clause () [and [ ]], which Authorisation[s] will be promptly obtained or effected after [the date of this Agreement]/[the first Utilisation Date]. All Authorisations necessary for the conduct of the business, and ordinary activities of the Obligors have been obtained or effected and are in full force and effect [if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect]. Governing law and enforcement Subject to the Legal Reservations, the choice of the governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions. Subject to the Reservations, any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions. Deduction of Tax It is not required to make any Tax Deduction (as defined in Clause ()) from any payment it may make under any Finance Document to a Lender which is: a Qualifying Lender: falling within paragraph of the definition of "Qualifying Lender"; [or [except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, falling within paragraph of the definition of "Qualifying Lender"]; or falling within paragraph of the definition of Qualifying Lender; or] a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488). No Rental Income payable to any Obligor is subject to a requirement to make a deduction or withholding for or on account of Tax from that Rental Income. No filing or taxes Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents [except:
Delivery of a duly completed Utilisation Request (Clause 5.1 () Agent notifies the Lenders of the Loan in accordance with Clause 5.4 () [LIBOR]/[EURIBOR] is fixed [Quotation Day 11:00 a.m.]/ [Quotation Day 11:00 a.m. time] [Benchmark Rate is fixed] [As specified in Schedule 14 ()] [Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 ()] [[Noon] on the Quotation Day]/ [Quotation Day [11:30 a.m. (Brussels Time)]]/[as specified in Schedule 14 ()]