Common use of Purpose of the Facility Clause in Contracts

Purpose of the Facility. The Borrower shall apply all amounts borrowed by it under the Facility in the following order of priority: 3.1.1 first: (a) in repayment in full of the Financial Indebtedness of the Borrower under the Bridge Facility Agreement; (b) towards repayment of Financial Indebtedness of the Borrower owed to SPDB and LCCU, in an amount of up to $70,000,000; and (c) to fund the Debt Service Reserve Account up to the Debt Service Reserve Requirement; 3.1.2 second: (a) in paying the costs of developing, maintaining, operating and managing the interest of the Borrower in any Borrowing Base Asset; (b) paying the costs incurred or to be incurred by the Borrower in connection with any Hedge Agreements; and (c) paying fees, costs and expenses incurred by the Borrower in connection with the transactions contemplated by the Finance Documents; 3.1.3 third, in an amount not exceeding $20,000,000 as follows: (a) in an amount not exceeding $5,000,000 in financing (whether by disbursement or reimbursement) the payment of amounts due and payable by the Borrower to Microbes under the SPA, subject to delivery of evidence that demand has been made on the Borrower in relation to such amounts and, in the case of reimbursement, evidence of payment, in each case in form and substance reasonably satisfactory to the Agent; and/or (b) the balance thereof, either: (i) in financing a payment to Microbes pursuant to the Termination Agreement; or (ii) if the Borrower has complied with its obligations under Clause 22.25 (SPA) but a Termination Agreement has not been signed by 31 January 2008, and provided that all amounts which have fallen due and payable by the Borrower to Microbes under the SPA at such time (other than any amount being disputed in good faith and in respect of which adequate reserves are being maintained in a manner satisfactory to the Agent) have been (or will, from the proceeds of such Utilisation, be) paid in full, for the general corporate purposes of the Borrower; 3.1.4 fourth, after the Agent (acting on the instructions of the Majority Lenders) has confirmed that it is satisfied that the Facilities have been Utilised and applied in accordance with clause 3.1.1, 3.1.2 and 3.1.3 (in the case of Clauses 3.1.2(a), 3.1.2(b) and 3.1.3(b) to a reasonably acceptable level at any given time): (a) financing any Agreed Acquisition; and (b) for the general corporate purposes of the Borrower in an amount not exceeding $5,000,000.