OBLIGATIONS AS A GUARANTOR AND PROVIDER OF SECURITY) AND SUCH ULTIMATE PARENT
SHALL CEASE TO BE A PARTY TO THIS AGREEMENT IN SUCH CAPACITY.
22.
EVENTS OF DEFAULT
Each of Clauses 22.1 (Non-Payment) to Clause 22.16 (Change of Ownership)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.
22.1
NON-PAYMENT
Any Obligor fails to pay any sum due from it under any Finance Document at the
time, in the currency and in the manner specified in such Finance Document
within (a) 1 Business Day of the due date, in the case of payments of principal
where failure to pay was due solely to technical or administrative error in the
transmission of funds, (b) 3 Business Days of the due date, in the case of
payments of interest, or (c) 5 Business Days of the due date, in respect of
payments of any other amounts.
22.2
COVENANTS
(A)
ANY OBLIGOR FAILS DULY TO PERFORM OR COMPLY
WITH ANY OBLIGATION EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 19.1 (APPLICATION OF
INITIAL LOANS), CLAUSE 20.2 (NEGATIVE PLEDGE), CLAUSE 20.3 (LOANS AND
GUARANTEES), CLAUSE 20.4 (FINANCIAL INDEBTEDNESS), CLAUSE 20.5 (DIVIDENDS,
DISTRIBUTIONS AND SHARE CAPITAL), CLAUSE 20.8 (MERGERS), CLAUSE 20.9 (JOINT
VENTURES) OR CLAUSE 20.13 (ACQUISITIONS AND INVESTMENTS).
(B)
ANY OBLIGOR FAILS DULY TO PERFORM OR COMPLY
WITH ANY OBLIGATION EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 17 (FINANCIAL
INFORMATION) OR SUB-PARAGRAPH (B)(I) OF CLAUSE 19.12 (FURTHER ASSURANCE),
PARAGRAPHS (A) AND (B) OF CLAUSE 19.9 (HEDGING), AND SUCH FAILURE, IF CAPABLE OF
REMEDY IS NOT SO REMEDIED WITHIN 10 BUSINESS DAYS OF THE EARLIER OF SUCH OBLIGOR
BECOMING AWARE OF SUCH FAILURE TO PERFORM OR COMPLY AND THE FACILITY AGENT
HAVING GIVEN NOTICE OF SUCH FAILURE TO THE ULTIMATE PARENT.
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(C)
THERE IS ANY BREACH OF CLAUSE 18.2
(RATIOS).
(D)
THERE IS ANY BREACH OF CLAUSE 20.6
(DISPOSALS), PROVIDED THAT WHERE THE FAILURE TO COMPLY WITH ANY OBLIGATION UNDER
CLAUSE 20.6 (DISPOSALS) RELATES TO THE OBLIGATION TO DELIVER A CERTIFICATE
WITHIN A SPECIFIED TIME PERIOD, NO EVENT OF DEFAULT SHALL BE DEEMED TO HAVE
OCCURRED UNLESS THE RELEVANT OBLIGOR SHALL HAVE FAILED TO DELIVER (OR PROCURE
THE DELIVERY OF) THE REQUIRED CERTIFICATE WITHIN SUCH TIME PERIOD AND UPON
REQUEST BY THE FACILITY AGENT FOR A DESCRIPTION OF THE TRANSACTIONS RELATING TO
SUCH CERTIFICATE WHICH WAS NOT DELIVERED, THE RELEVANT OBLIGOR FAILS TO PROVIDE
SUCH DETAILS WITHIN 10 BUSINESS DAYS AFTER SUCH REQUEST.
22.3
OTHER OBLIGATIONS
Any Obligor fails duly to perform or comply with any of the obligations
expressed to be assumed by it in any of the Finance Documents (other than any of
those referred to in Clauses 22.1 (Non-Payment) and 22.2 (Covenants)) and such
failure, if capable of remedy, is not so remedied within 30 days of the earlier
of the Ultimate Parent or such Obligor becoming aware of such failure to
perform or comply and the Facility Agent having given notice of such failure to
the Borrower.
22.4
MISREPRESENTATION
Any representation or