Definitions

In this Loan Contract:

Acknowledgements means the acknowledgements in Part B of this document.

Applicant or you means the entity who applies for a Solar for Business Loan.

Authorised Solar Retailer means a retailer who:

• (a) meets the mandatory eligibility criteria for retailers specified from time to time in the Notice to Market; and
• (b) is listed as an Authorised Solar Retailer on Solar Victoria’s website.

Availability Period has the meaning given to it in the Key Terms.

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne.

Certificate of Electrical Safety means a Certificate of Electrical Safety issued under the Electricity Safety Act 1998 (Vic) and Electricity Safety (Installations) Regulations 2009 (Vic) for the supply and installation of the Solar System.

Consequential Loss means economic loss, loss of contract, loss of profit or revenue, loss of opportunity, loss of production, production stoppage, loss of data or other loss, harm, damage, cost or expense (including legal fees) in the nature of special, indirect or consequential loss or damage.

Costs includes costs, charges, expenses and fees, including fees, costs, charges and expenses for legal and other advisers (on a full indemnity basis).

Default Rate means the default rate specified in the Key Terms.

Direct Debit Form means a direct debit request, direct debit agreement or authority to pay document in favour of the Payment Agent in a form published by Solar Victoria from time to time.

DNSP Pre-Connection Approval means pre-approval from the relevant local Distribution Network Service Provider (DNSP) for the connection of the Solar System to the electricity distribution network.

Eligibility Criteria means the criteria to be eligible for the Solar for Business Loan, as referred to in the Notice to Market (and as varied by Solar Victoria in its absolute discretion from time to time).

Event of Default means any event or circumstance specified in clause 9.1.

Government Agency means any government or governmental, semi governmental or judicial entity or authority in any state, country or other jurisdiction, including any self-regulatory organisation established under a statute or stock exchange.

Key Terms means the key terms set out in Part A of this document.

Landlord and Tenant Consent Form means the form of that name as varied from time to time published at solar.vic.gov.au (External link) (External link) (External link).

Landlord and Tenant Guidelines means the guidelines of that name as varied from time to time published at solar.vic.gov.au (External link) (External link)

• (a) the loan amount specified in the Key Terms; and
• (b) 50% of the Supply and Installation Cost of the Solar System.

• (a) the Key Terms;
• (b) the Acknowledgements; and
• (c) the Solar for Business Loan Terms.

Loan End Date means the loan end date specified in the Key Terms.

Loan Period means the loan period specified in the Key Terms.

Loan Start Date means the loan start date specified in the Key Terms.

Loss means any loss, damage, Cost, expense, claim, charge, liability, suit, action, penalty, compensation, fine or outgoing suffered, paid or incurred whether direct or indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under an indemnity, in contract (including any breach of the Loan Contract), in equity (including breach of an equitable duty, breach of confidentiality or breach of fiduciary duty), under statute (including breach of statutory duty to the maximum extent possible), in tort (including for negligence or negligent misrepresentation) or otherwise (including in restitution), and includes Consequential Loss.

Money Owing means all money and amounts (in any currency) that the Applicant is or may become liable at any time (presently, prospectively or contingently, whether alone or not and in any capacity) to pay or repay to or for the account of Solar Victoria (whether alone or not and in any capacity) under or in connection with the Solar for Business Program. It includes money and amounts:

• (a) in the nature of principal, default interest and any expenses;
• (b) whether arising or contemplated before or after the date of the Loan Contract or as a result of the assignment (with or without the Applicant’s consent) of any debt or liability; and
• (c) which a person would be liable to pay but for a bankruptcy, insolvency or similar proceeding in respect of that person.
  
  

Nominated Property means the non-residential property on which the Solar System is to be installed, specified in the Key Terms.

Notice means a notice, request, demand, consent, approval, waiver or other communication in connection with the Loan Contract.

Notice to Market means the notice published by Solar Victoria from time to time at solar.vic.gov.au/notice-to-market (External link) (External link) (External link).

Partnership means, in respect of an Applicant that is a partnership, the partnership constituted by the Partnership Agreement.

Partnership Agreement means, in respect of an Applicant that is a partnership, the partnership agreement between the partners disclosed to Solar Victoria to support the application for the Solar for Business Loan.

Payment Agent means State Trustees Limited (ACN 064 593 148) of 1 McNab Avenue, Footscray Victoria.

Service Victoria means the State of Victoria through Service Victoria, an administrative office within the Department of Government Services.

Solar for Business Loan means an interest free loan provided by Solar Victoria to the Applicant under the Solar for Business Program.

Solar for Business Program means the State of Victoria’s discretionary financial benefit program for the purpose of supporting the uptake and accessibility of solar energy products by businesses administered by Solar Victoria. 

Solar for Business Program General Terms and Conditions means the terms and conditions of that name as varied from time to time published at solar.vic.gov.au (External link) (External link) (External link).

Solar for Business Loan Terms means the terms and conditions set out in Part C of this document, as varied from time to time.

Solar System means a solar photovoltaic system and any associated equipment consistent with the Eligibility Criteria.

Solar Victoria means the State of Victoria through Solar Victoria within the Department of Energy, Environment and Climate Action.

STC Assignment Form means the small-scale technology certificate assignment form.

Supply and Installation Cost means the cost of supply and/or installation of a Solar System by an Authorised Solar Retailer at the Nominated Property less any discounts.

Tax Invoice has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth). 

Taxes means any taxes, rates, levy, impost, duties or other charges assessed or payable to any government authority and includes any additional taxes, interests, penalties, charges, fees or other amounts imposed in relation to a failure to file a return or to pay the tax.

Trust means, in respect of an Applicant that is a trustee, the trust specified in the Key Terms.

Purpose

The Applicant may only use the Solar for Business Loan for the purpose specified in the Key Terms.

Conditions to Loan Amount

Solar Victoria is not required to provide the Loan Amount, unless Solar Victoria is satisfied that:

• (a) (receipt of documents) it has received the following items in form and substance satisfactory to it:
  • (i) (Direct Debit Form) a completed Direct Debit Form;
  • (ii) (information from the Authorised Solar Retailer) all relevant documents relating to the supply and installation of a Solar System at the Nominated Property from the Authorised Solar Retailer including:
    • (A) a Tax Invoice; and
    • (B) a Certificate of Electrical Safety (if applicable); and
    • (C) a DNSP Pre-Connection Approval (if applicable); and
    • (D) a STC Assignment Form; and
  • (iii) (other information) all other information and documents requested by Solar Victoria in connection with the Solar for Business Loan;
• (b) (completion of forms and guidelines for leased properties) if the Applicant leases the Nominated Property, the Applicant has read the Landlord and Tenant Guidelines, and the Applicant and the landlord for the Nominated Property have signed the Landlord and Tenant Consent Form;
• (c) (within Availability Period) Solar Victoria is satisfied that the date on which all conditions are satisfied is during the Availability Period;
• (d) (representations and warranties) the representations and warranties are correct and not misleading;
• (e) (no Event of Default) no Event of Default subsists; and
• (f) (Eligibility Criteria) the Applicant meets the Eligibility Criteria.

Provision to Loan Amount

Following satisfaction of the conditions in clause 3, Solar Victoria will advance the Loan Amount to the Applicant by depositing the amount directly into the bank account of the Authorised Solar Retailer who completed the supply and installation of the Solar System at the Nominated Property.

Prepayment and repayment

• 5.1 Repayment
  The Applicant must repay the Money Owing in accordance with the loan repayment schedule set out in the Key Terms. 
• 5.2 Early prepayment
  • (a) The Applicant must prepay the Money Owing:
    • (i) if the business operated by the Applicant at the Nominated Property is sold, on the date the business is sold; and
    • (ii) if (for whatever reason) the Applicant receives from the Authorised Solar Retailer a full refund of the amount paid (or payable) for the Solar System, within five (5) Business Days of the date of receipt.
  • (b) The Applicant may prepay all of the Money Owing under the Loan Contract at any time before the end of the Loan Period.
• 5.3 Application of prepayments
  Amounts prepaid may not be redrawn.

Payment

• 6.1 Method of payment
  All payments by the Applicant under the Loan Contract must be made:
  • (a) by direct debit to the account nominated by Solar Victoria in accordance with the Direct Debit Form;
  • (b) in Australian dollars and in immediately available funds; and
  • (c) without set-off or counterclaim and without any deduction or withholding for any Taxes.

• 6.2 Direct Debit Form
  The Applicant acknowledges that the Direct Debit Form will be a separate arrangement between the Applicant and the Payment Agent, but notwithstanding this, the Applicant agrees that in respect of all matters touching or concerning the Direct Debit Form, the Applicant must only make contact with Solar Victoria and not the Payment Agent directly, and that the Applicant’s sole recourse in respect of matters touching or concerning the Direct Debit Form are against Solar Victoria.

• 6.3 Direct debit facility
  The Applicant must maintain a valid Direct Debit Form at all times whilst there are Moneys Owing, and the Applicant must if it wishes to change, stop or defer a debit under the facility established by the Direct Debit Form or cancel that facility, give at least 30 days prior notice to Solar Victoria, and alternative arrangements acceptable to Solar Victoria must be reached.

• 6.4 Collection of Information and verification
  Solar Victoria is utilising the services of Service Victoria to assist in aspects of the Solar for Business Program, including collecting digital applications and supporting documentation, and conducting identity verification. Notwithstanding this, the Applicant agrees that in respect of all matters touching or concerning the Solar for Business Program, the Applicant’s sole recourse in respect of matters touching or concerning Solar for Business Program are against Solar Victoria.

Representations and warranties

• 7.1 Representations and warranties
  The Applicant represents and warrants to Solar Victoria that:
  • (a) (status) if it is a corporation, it is duly incorporated and validly existing under the laws of its place of incorporation;
  • (b) (capacity) other than as disclosed under the Loan Contract, it acts on its own behalf in entering into the Loan Contract, and not as a trustee or on another person’s behalf and it is not a trustee of any trust which is not specified in this Loan Contract;
  • (c) (power to conduct business) it has the power to conduct its business as it is now being conducted and to own its assets;
  • (d) (power to enter into Loan Contract) it has the power to enter into, perform and deliver its obligations under the Loan Contract;
  • (e) (insolvency) it is not subject to any current, threatened or anticipated bankruptcy, insolvency or other similar proceeding;
  • (f) (Application) all information disclosed to Solar Victoria (whether directly or indirectly through Service Victoria) to support the application for the Solar for Business Loan is true, complete, accurate and not misleading;
  • (g) (Eligibility Criteria) it satisfies the Eligibility Criteria;
  • (h) (solvent) it is not involved in any bankruptcy, insolvency or other similar proceeding;
  • (i) (non-compliance) to the best of its knowledge, there are no legal, regulatory, contractual or other restrictions upon it complying with its obligations under the Loan Contract;
  • (j) (information) it has fully disclosed (in writing) to Solar Victoria all information material to Solar Victoria’s assessment of the nature and amount of risk undertaken by Solar Victoria in entering into and performing the obligations under the Loan Contract and such information is accurate and not misleading; and
  • (k) (no Event of Default) no Event of Default subsists; and
  • (l) (General Terms and Conditions) all of its representations and warranties in the Solar for Business Program General Terms and Conditions are true and correct and not misleading.
• 7.2 Trustee representations and warranties
  If the Applicant is, or is expressed to be, a trustee of a Trust, it represents and warrants to Solar Victoria that:
  • (a) (capacity) it enters into the Loan Contract in its own capacity and as trustee of the Trust;
  • (b) (trustee) it has been duly appointed as sole trustee of the Trust and no meeting has been called or other action taken to remove it as trustee;
  • (c) (due constitution) the Trust is duly and properly constituted as a trust in accordance with all applicable laws, and its constituent documents comply with all applicable laws;
  • (d) (disclosure of terms) a true copy of the constituent documents of the Trust (as may have been amended or restated from time to time) have been provided to Solar Victoria and disclose all terms of the Trust;
  • (e) (right of indemnity) it has the right to be indemnified out of, and has a lien over, the assets of the Trust for all liabilities incurred by it under the Loan Contract in priority to the interests of the beneficiaries of the Trust, and:
    • (i) this right of indemnity has not been limited in any way, and it has no liability which may be set off against that right of indemnity;
    • (ii) the assets of the Trust are sufficient to satisfy this right of indemnity and all other obligations and liabilities in respect of which it has a right to be indemnified out of those assets; and
    • (iii) Solar Victoria has the benefit of this right of indemnity and recourse to the assets of the Trust to satisfy the Applicant’s liabilities under the Loan Contract in priority to the interests of the beneficiaries of the Trust;
  • (f) (no conflict) its execution and performance of the Loan Contract is in accordance with the terms of the Trust and any applicable investment policy of the Trust;
  • (g) (power and authority) it has full and valid power and authority under the Trust, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into the Loan Contract and to carry out the transactions contemplated by the Loan Contract;
  • (h) (proper administration and benefit) it enters into the Loan Contract and the transactions contemplated by the Loan Contract for the proper administration of the Trust and for the benefit of, and in the interests of, all of the beneficiaries of the Trust;
  • (i) (no breach) it has complied with all of its duties as trustee of the Trust and there has been no assertion or allegation made by any person that it has breached its duties as trustee of the Trust;
  • (j) (no termination) the Trust has not been terminated and no action has been taken or is proposed to be taken to terminate the Trust or distribute the assets of the Trust; and
  • (k) (no resettlement) no property of the Trust has been re-settled or set aside or transferred to any other person (as trustee or otherwise) or mixed with any other property.

• 7.3 Partnership representations and warranties
  If the Applicant is, or is expressed to be, a Partnership, it represents and warrants to Solar Victoria that: 
  • (a) (capacity) the partners of the Partnership are jointly and severally liable under the Loan Contract;
  • (b) (partnership agreement) a true copy of the Partnership Agreement (as may have been amended or restated from time to time) has been provided to Solar Victoria and discloses all terms of the Partnership;
  • (c) (no termination) the Partnership has not been terminated and no property of the Partnership has been re-settled or set aside or transferred to any trust; and
  • (d) (right of indemnity) the right of indemnity out of the assets of the Partnership has not been limited in any way; and
  • (e) (power and authority) it has full and valid power and authority under the Partnership Agreement, and all necessary resolutions, consents, approvals and procedures have been obtained or duly satisfied, to enter into the Loan Contract and to carry out the transactions contemplated by the Loan Contract.
• 7.4 Repetition
  The Applicant repeats each representation and warranty in this clause 7 with reference to the facts and circumstances on each date on which any of the Money Owing is paid to Solar Victoria.

Undertakings

• 8.1 Notices to Solar Victoria
  • (a) The Applicant must notify Solar Victoria as soon as it becomes aware of:
    • (i) (representation and warranty) any representation and warranty made, or taken to be made, by it or on its behalf in connection with its application for a Solar for Business Loan becoming untrue, incorrect or misleading when made or taken to be made; and
    • (ii) (Event of Default) an Event of Default occurring, and (if applicable) the steps taken or proposed to be taken to remedy it.
  • (b) The Applicant agrees to notify Solar Victoria at least 14 days before, or otherwise as soon as reasonably practicable, of the occurrence of any of the following:
    • (i) a change in the Applicant’s name;
    • (ii) any ACN or ABN allocated to the Applicant changes, is cancelled or otherwise ceases to apply to it; or
    • (iii) any change to the status, capacity or legal business structure of the Applicant.
• 8.2 General undertakings
  The Applicant must (unless Solar Victoria otherwise consents):
  • (a) (maintain status) if it is a corporation, maintain its corporate existence and its registration in the place of its registration as at the date of this Loan Contract;
  • (b) (obligations under the Loan Contract) comply with its obligations under the Loan Contract and not enter into any arrangement which would prevent it from complying with its obligations under the Loan Contract;
  • (c) (no Event of Default) ensure that an Event of Default does not occur;
  • (d) (Solar for Business Loan) not apply or otherwise attempt to receive more than one loan under the Solar for Business Program; and
  • (e) (General Terms and Conditions) comply with the Solar for Business Program General Terms and Conditions.
• 8.3 Trust undertakings
  If the Applicant is, or is expressed to be, a trustee of a Trust, it must (unless Solar Victoria otherwise consents): 
  • (a) (compliance) comply with its obligations as trustee of the Trust.
  • (b) (Trust maintenance) ensure that:
    • (i) the Trust is not terminated or varied;
    • (ii) it does not resign and is not removed or replaced as trustee of the Trust, and no other person is appointed as trustee of the Trust; and
    • (iii) the property of the Trust is not re-settled;
  • (c) (Trust property) ensure that the property of the Trust is not mixed with any other property;
  • (d) (right of indemnity) not release, dispose of or otherwise prejudice its right of indemnity against, and equitable lien over, the property of the Trust and its right of indemnity (if any) against the beneficiaries of the Trust in relation to any money owing to the Solar Victoria; and
  • (e) (Loan Contract) not do anything or permit anything to be done in relation to the Trust which could restrict or impair its ability to observe its obligations under the Loan Contract.
• 8.4 Partnership undertakings
  If the Applicant is, or is expressed to be, a Partnership, it must (unless Solar Victoria otherwise consents): 
  • (a) (compliance) comply with its obligations under the Partnership Agreement;
  • (b) (Partnership maintenance) ensure that:
    • (i) the Partnership is not dissolved or terminated; and
    • (ii) the property of the Partnership is not re-settled; and
  • (c) (Loan Contract) not do anything or permit anything to be done in relation to the Partnership which could restrict or impair its ability to observe its obligations under the Loan Contract.

Events of Default

• 9.1 Events of Default
  An Event of Default occurs if:
  • (a) (payment obligation) the Applicant does not pay any of the Money Owing that is due and payable by it under the Loan Contract or fails to maintain a valid Direct Debit Form;
  • (b) (other obligation) the Applicant fails to comply with any obligation under the Loan Contract (other than an obligation under paragraph (a) above) and the breach is incapable of remedy or, where the breach is capable of remedy, fails to remedy that breach within five Business Days of the earlier of:
    • (i) receipt by the Applicant of a Notice from Solar Victoria requesting the Applicant to do so; and
    • (ii) the Applicant becoming aware of the failure to comply;
  • (c) (insolvency) the Applicant becomes involved in any bankruptcy, insolvency or other similar proceeding;
  • (d) (enforcement) any security interest over the Applicant is enforced or becomes enforceable by a third party;
  • (e) (Nominated Property) the Applicant ceases to carry on business at the Nominated Property;
  • (f) (untrue representation) a representation, warranty or statement made (or deemed to be made) by or on behalf of the Applicant to Solar Victoria is or becomes untrue, incomplete, misleading or deceptive in any respect which Solar Victoria considers to be material; and
  • (g) (material adverse effect) any other event occurs or any circumstance arises which, in Solar Victoria's opinion, has a material adverse effect on the Applicant's ability to meet any one or more of its obligations under the Solar for Business Program.
• 9.2 Consequences of Event of Default
  • (a) If an Event of Default subsists, Solar Victoria may give Notice to the Applicant:
    • (i) that an Event of Default has occurred; and
    • (ii) declaring that:
      • (A) the Money Owing is immediately due and payable, in which case the Applicant must immediately pay the Money Owing to Solar Victoria;
      • (B) all or part of the Money Owing is payable on demand in which case the Applicant must pay those amounts to Solar Victoria on demand; and/or
      • (C) Solar Victoria’s obligations specified in the Notice have been terminated with immediate effect, provided that if the relevant Event of Default is capable of remedy, the Applicant has been given a reasonable period of time to remedy the Event of Default.
  • (b) If Solar Victoria gives a Notice under clause 9.2(a) Solar Victoria will not be obliged to make available a Solar for Business Loan available to the Applicant under these Terms.

Default Rate

• 10.1 Accrual and calculation
  Interest at the Default Rate accrues daily on each unpaid amount of the Money Owing which is due and payable by the Applicant (including on unpaid interest under this clause 10.1) from and including the due date (or, for an amount payable by reimbursement or indemnity, any earlier date the amount was incurred), up to but excluding the date of actual payment.
• 10.2 Payment
  The Applicant must pay to Solar Victoria accrued interest under this clause 10 on the last Business Day of each calendar month and on demand. The Applicant authorises Solar Victoria through its Payment Agent to directly debit any amounts payable under this clause 10 from the Applicant’s nominated account in the Direct Debit Form.
• 10.3 No effect on other rights
  Solar Victoria’s right to require payment of interest does not affect any other rights and remedies it may have regarding the Event of Default.

Costs and expenses

• (a) Each party is responsible for their own costs in relation to the preparation and execution of the Solar for Business Loan.
• (b) Solar Victoria has the right to seek recovery of any costs from the Applicant in connection with the enforcement of, or the preservation of any rights under, the Loan Contract.

Notices

• (a) Except for general communication undertaken by phone, on the Solar Victoria website or on the Service Victoria website or mobile platform, legal notices under the Loan Contract must be in writing and sent to the address of the recipient specified below or to any other address notified in writing:
  • (i) Applicant: The Applicant’s address set out in the Key Terms.
  • (ii) Solar Victoria: Solar Victoria
    PO Box 104, Morwell VIC 3840
    Att: Chief Executive Officer
    Email: loans@solar.vic.gov.au.
• (b) A notice, consent or communication by email is taken to be in writing and signed by the named sender.
• (c) The Applicant agrees to the Electronic Transactions (Vic) Act 2000 applying to communication under the Loan Contract. The Applicant further agrees that any notices and communications between Solar Victoria and the Applicant relating to or connected with the Loan Contract can be conducted using electronic communications sent to any email address specified by the Applicant and that it agrees to enter into contracts with Solar Victoria and interact with Solar Victoria using electronic communication.

Privacy

• (a) The Applicant’s details (including its name, address, contact details, bank account details, debit authority) (Details) are collected by Solar Victoria for the purpose of making an application for a Solar for Business Loan and administering the Loan Contract.
• (b) Solar Victoria is utilising the services of the Payment Agent to assist in aspects of the Loan Contract, including paying the Authorised Solar Retailer and establishing and using the direct debit facility in accordance with the Direct Debit Form and this Loan Contract. The Applicant consents to Solar Victoria providing its Details to the Payment Agent for such purposes. The Applicant consents to the Payment Agent collecting, using and disclosing the Applicant’s Details as required to provide its services to Solar Victoria, including contacting the Payment Agent’s bank as required in connection with the establishment and use of the direct debit facility.
• (c) Solar Victoria is utilising the services of Service Victoria to assist in aspects of the Solar for Business Program including collecting information required for an application for a Solar for Business Loan and supporting documentation, certain customer support services and verifying identity. The Applicant consents to Solar Victoria providing the Applicant’s Details to Service Victoria for such purposes. The Applicant consents to Service Victoria collecting, using and disclosing the Applicant’s Details as required to provide its services to Solar Victoria.
• (d) If the Applicant does not provide its Details, then Solar Victoria cannot complete the application for a Solar for Business Loan and the Payment Agent cannot establish the direct debit facility.
• (e) Solar Victoria’s privacy policy is available at https://www2.delwp.vic.gov.au/privacy,the Payment Agent’s privacy policy is available at statetrustees.com.au/about-us/important-information/privacy-and-security and Service Victoria’s privacy policy is available at https://service.vic.gov.au/privacy-and-security. These contain more information about how Solar Victoria, the Payment Agent and Service Victoria deal with personal information, rights to access, correction and privacy complaint processes. 

Electronic signature and exchange

• 14.1 Definitions
  In this clause, electronic signature means a digital signature or other visual representation of a person's handwritten signature or mark placed or typed on a copy of the Loan Contract by electronic or mechanical means (including by using DocuSign or other electronic signing platform agreed between the parties) and electronically signed has a corresponding meaning.
• 14.2 Electronic signature of agreement
  • (a) The parties consent to the Loan Contract being signed by or on behalf of a party by electronic signature.
  • (b) Where the Loan Contract is electronically signed by or on behalf of a party, the party warrants and agrees that the electronic signature has been used to identify the person signing and to indicate that the party intends to be bound by the Loan Contract.
• 14.3 Electronic exchange of agreement
  • (a) The Loan Contract may be electronically signed in any number of counterparts which together will constitute one document.
  • (b) Each party consents to the exchange of counterparts of the Loan Contract by delivery by email to the party or other electronic means of exchange as the parties may agree.
• 14.4 Delivery of physical counterpart
  On request, the Applicant must deliver a physical counterpart of the Loan Contract with its handwritten signature or signatures and any written evidence of the authority of a person signing on their behalf, but a failure to comply with this request will not affect the validity of the Loan Contract. 

General

• 15.1 Illegality
  • (a) If at any time it is or will become unlawful or contrary to any law or directive of any Government Agency for Solar Victoria to:
    • (i) allow all or part of the Money Owing to remain outstanding;
    • (ii) make or fund or allow to be outstanding all or part of the Solar for Business Loan; or
    • (iii) carry out all or any of its other obligations under the Loan Contract;
  • then on Solar Victoria so notifying the Applicant:
    • (iv) the obligations under the Loan Contract that is or will become unlawful or contrary to any law or directive of any Government Agency will be cancelled; and
    • (v) the Applicant must repay that part of the Money Owing that is affected by the illegality on demand or on the date specified in the Notice given by Solar Victoria to the Applicant.
• 15.2 Severability
  If any provision of this document is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and, if this cannot be done, the entire provision is to be severed from the Loan Contract without affecting the validity or enforceability of the remaining provisions of this document.
• 15.3 Time of the essence
  Time is of the essence in the Loan Contract for any obligation to pay money.
• 15.4 Inconsistency
  If the Solar for Business Loan Terms are inconsistent with the Key Terms, the Key Terms prevail. 
• 15.5 Governing law
  The Loan Contract is governed by the laws in force in Victoria.