FEES, COSTS AND EXPENSES OF THE COFACE AGENT, THE SECURITY AGENT OR
THE MANDATED LEAD ARRANGERS UNDER THE FINANCE DOCUMENTS;
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(II)
SECONDLY, IN OR TOWARDS PAYMENT PRO RATA
OF ANY ACCRUED INTEREST, FEE OR COMMISSION DUE TO THE FINANCE PARTIES BUT UNPAID
UNDER THIS AGREEMENT;
(III)
THIRDLY, IN OR TOWARDS PAYMENT PRO RATA OF
ANY PRINCIPAL DUE BUT UNPAID UNDER THIS AGREEMENT; AND
(IV)
FOURTHLY, IN OR TOWARDS PAYMENT PRO RATA OF
ANY OTHER SUM DUE BUT UNPAID UNDER THE FINANCE DOCUMENTS.
(B)
THE COFACE AGENT SHALL, IF SO DIRECTED BY
THE MAJORITY LENDERS, VARY THE ORDER SET OUT IN PARAGRAPHS (A)(II) TO
(IV) ABOVE.
(C)
PARAGRAPHS (A) AND (B) ABOVE WILL OVERRIDE
ANY APPROPRIATION MADE BY AN OBLIGOR.
31.7
NO SET-OFF BY THE BORROWER
All payments to be made by the Borrower under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.
31.8
BUSINESS DAYS
(A)
ANY PAYMENT WHICH IS DUE TO BE MADE ON A
DAY THAT IS NOT A BUSINESS DAY SHALL BE MADE ON THE NEXT BUSINESS DAY IN THE
SAME CALENDAR MONTH (IF THERE IS ONE) OR THE PRECEDING BUSINESS DAY (IF THERE IS
NOT).
(B)
DURING ANY EXTENSION OF THE DUE DATE FOR
PAYMENT OF ANY PRINCIPAL OR UNPAID SUM UNDER THIS AGREEMENT INTEREST IS PAYABLE
ON THE PRINCIPAL OR UNPAID SUM AT THE RATE PAYABLE ON THE ORIGINAL DUE DATE.
31.9
CURRENCY OF ACCOUNT
(A)
SUBJECT TO PARAGRAPHS (B) AND (C) BELOW,
DOLLARS IS THE CURRENCY OF ACCOUNT AND PAYMENT FOR ANY SUM DUE FROM THE BORROWER
UNDER ANY FINANCE DOCUMENT.
(B)
EACH PAYMENT IN RESPECT OF COSTS, EXPENSES
OR TAXES SHALL BE MADE IN THE CURRENCY IN WHICH THE COSTS, EXPENSES OR TAXES ARE
INCURRED.
(C)
ANY AMOUNT EXPRESSED TO BE PAYABLE IN A
CURRENCY OTHER THAN DOLLARS SHALL BE PAID IN THAT OTHER CURRENCY.
31.10
CHANGE OF CURRENCY
(A)
UNLESS OTHERWISE PROHIBITED BY LAW, IF MORE
THAN ONE CURRENCY OR CURRENCY UNIT ARE AT THE SAME TIME RECOGNISED BY THE
CENTRAL BANK OF ANY COUNTRY AS THE LAWFUL CURRENCY OF THAT COUNTRY, THEN:
(I)
ANY REFERENCE IN THE FINANCE DOCUMENTS
TO, AND ANY OBLIGATIONS ARISING UNDER THE FINANCE DOCUMENTS IN, THE CURRENCY OF
THAT COUNTRY SHALL BE TRANSLATED INTO, OR PAID IN, THE CURRENCY OR CURRENCY UNIT
OF THAT COUNTRY
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DESIGNATED BY THE COFACE AGENT (AFTER CONSULTATION WITH THE BORROWER); AND
(II)
ANY TRANSLATION FROM ONE CURRENCY OR
CURRENCY UNIT TO ANOTHER SHALL BE AT THE OFFICIAL RATE OF EXCHANGE RECOGNISED BY
THE CENTRAL BANK FOR THE CONVERSION OF THAT CURRENCY OR CURRENCY UNIT INTO THE
OTHER, ROUNDED UP OR DOWN BY THE COFACE AGENT (ACTING REASONABLY).
(B)
IF A CHANGE IN ANY CURRENCY OF A COUNTRY
OCCURS, THIS AGREEMENT WILL, TO THE EXTENT THE COFACE AGENT (ACTING REASONABLY
AND AFTER CONSULTATION WITH THE BORROWER) SPECIFIES TO BE NECESSARY, BE AMENDED
TO COMPLY WITH ANY GENERALLY ACCEPTED CONVENTIONS AND MARKET PRACTICE IN THE
LONDON INTERBANK