THE LAST DAY OF ITS
TERM;
(B)
IN RESPECT OF THE A FACILITY OUTSTANDINGS, EACH OF THE DATES
SPECIFIED IN CLAUSE 9.1 (REPAYMENT OF A FACILITY OUTSTANDINGS) AS AN
AMORTISATION REPAYMENT DATE AND THE RELEVANT FINAL MATURITY DATE; AND
(C)
IN RESPECT OF THE ADDITIONAL FACILITY OUTSTANDINGS AND THE B
FACILITY OUTSTANDINGS, THE RELEVANT FINAL MATURITY DATE,
provided that if any such day is not a Business Day in the relevant jurisdiction
for payment, the Repayment Date will be the next succeeding Business Day in the
then current calendar month (if there is one) or the preceding Business Day (if
there is not).
"Repayment Instalment" means, in respect of the A Facility Outstandings, the
amounts required to be paid by way of repayment on each Repayment Date.
"Repeating Representations" means the representations and warranties set out in
Clauses 21.2 (Due Organisation), 21.5 (No Immunity), 21.6 (Governing Law and
Judgments), 21.9 (Binding Obligations), 21.11 (No Event of Default), 21.18
(Execution of Relevant Finance Documents), 21.27 (Investment Company Act), 21.28
(Margin Stock), 21.33 (US Patriot Act) and 21.34 (Compliance with ERISA).
"Resignation Letter" means a letter substantially in the form set out in
Schedule 15 (Form of Resignation Letter).
44
"Reservations" means:
(A)
THE PRINCIPLE THAT EQUITABLE REMEDIES ARE REMEDIES WHICH MAY BE
GRANTED OR REFUSED AT THE DISCRETION OF THE COURT, THE LIMITATION OF ENFORCEMENT
BY LAWS RELATING TO BANKRUPTCY, INSOLVENCY, LIQUIDATION, REORGANISATION, COURT
SCHEMES, MORATORIA, ADMINISTRATION AND OTHER LAWS GENERALLY AFFECTING THE RIGHTS
OF CREDITORS, THE TIME BARRING OF CLAIMS UNDER ANY APPLICABLE LAW, THE
POSSIBILITY THAT AN UNDERTAKING TO ASSUME LIABILITY FOR OR TO INDEMNIFY AGAINST
NON-PAYMENT OF ANY STAMP DUTY OR OTHER TAX MAY BE VOID, DEFENCES OF SET-OFF OR
COUNTERCLAIM AND SIMILAR PRINCIPLES;
(B)
ANY GENERAL PRINCIPLES, RESERVATIONS OR QUALIFICATIONS, IN EACH CASE
AS TO MATTERS OF LAW AS SET OUT IN ANY LEGAL OPINION DELIVERED TO THE FACILITY
AGENT (PROVIDED THAT WHERE ANY SUCH LEGAL OPINION HAS BEEN DELIVERED IN RELATION
TO A PARTICULAR OBLIGOR AND/OR A PARTICULAR DOCUMENT, THE SAID GENERAL
PRINCIPLES, RESERVATIONS OR QUALIFICATIONS SHALL ONLY BE DEEMED TO APPLY TO SUCH
OBLIGOR AND/OR DOCUMENT (OTHER THAN IN THE CASE WHERE THE DEFINITION IS USED IN
RESPECT OF A PERSON AND/OR A DOCUMENT IN RESPECT OF WHICH A LEGAL OPINION HAS
NOT BEEN RENDERED UNDER THIS AGREEMENT WHERE THE SAID GENERAL PRINCIPLES,
RESERVATIONS OR QUALIFICATIONS SHALL, TO THE EXTENT APPLICABLE, BE DEEMED TO
APPLY TO SUCH PERSON AND/OR DOCUMENT));
(C)
ANY CIRCUMSTANCE ARISING THROUGH A FAILURE TO OBTAIN ANY CONSENT
FROM ANY LESSOR, LICENSOR OR OTHER COUNTERPARTY WHOSE CONSENT IS REQUIRED TO THE
GRANT OF ANY SECURITY OVER ANY LEASE, LICENCE OR OTHER AGREEMENT OR CONTRACT ON
OR BEFORE THE EXECUTION OF A SECURITY DOCUMENT;
(D)
THE PRINCIPLE THAT ANY ADDITIONAL INTEREST IMPOSED UNDER ANY
RELEVANT AGREEMENT MAY BE HELD TO BE UNENFORCEABLE ON THE GROUNDS THAT IT IS A
PENALTY AND THUS VOID;
(E)
THE PRINCIPLE THAT IN CERTAIN CIRCUMSTANCES SECURITY GRANTED BY WAY
OF FIXED CHARGE MAY BE CHARACTERISED AS A