THIS AGREEMENT IN SUCH CAPACITY.
27.
EVENTS OF DEFAULT
Each of Clauses 27.1 (Non-Payment) to 27.16 (Change of Ownership) describes the
circumstances which constitute an Event of Default for the purposes of this
Agreement.
27.1
NON-PAYMENT
The Parent or any Obligor fails to pay any sum due from it under any Relevant
Finance Document at the time, in the currency and in the manner specified in
such Relevant Finance Document within (a) 3 Business Days 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 or a Disruption
Event, (b) 5 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.
27.2
COVENANTS
(A)
THE ULTIMATE PARENT, THE PARENT OR AN OBLIGOR FAILS DULY TO PERFORM
OR COMPLY WITH ANY OBLIGATION EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 24.1
(APPLICATION OF ADVANCES), CLAUSE 24.20 (MINIMUM OUTSTANDINGS AND COMMITMENTS),
CLAUSE 25.2 (NEGATIVE PLEDGE), CLAUSE 25.3 (LOANS AND GUARANTEES), CLAUSE 25.4
(FINANCIAL INDEBTEDNESS), CLAUSE 25.5 (DIVIDENDS, DISTRIBUTIONS AND SHARE
CAPITAL), CLAUSE 25.8 (MERGERS),
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CLAUSE 25.9 (JOINT VENTURES), CLAUSE 25.13 (ACQUISITIONS AND INVESTMENTS) OR
CLAUSE 25.20 (UNDERTAKINGS IN RESPECT OF THE GROUP INTERCREDITOR AGREEMENT).
(B)
THE PARENT OR ANY OBLIGOR FAILS DULY TO PERFORM OR COMPLY WITH ANY
OBLIGATION EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 22 (FINANCIAL INFORMATION),
PARAGRAPHS (A) AND (B) OF CLAUSE 24.9 (HEDGING) OR PARAGRAPH (B)(I) OF
CLAUSE 24.12 (FURTHER ASSURANCE), AND SUCH FAILURE, IF CAPABLE OF REMEDY, IS NOT
SO REMEDIED WITHIN 15 BUSINESS DAYS OF THE EARLIER OF (I) THE PARENT OR SUCH
OBLIGOR BECOMING AWARE OF SUCH FAILURE TO PERFORM OR COMPLY (II) THE FACILITY
AGENT HAVING GIVEN NOTICE OF SUCH FAILURE TO THE COMPANY.
(C)
SUBJECT TO THE EXPIRY OF THE CURE PERIOD IN CLAUSE 23.3 (EQUITY CURE
RIGHT), THERE IS ANY BREACH OF CLAUSE 23.2 (RATIOS).
(D)
THERE IS ANY BREACH OF CLAUSE 25.6 (DISPOSALS), PROVIDED THAT WHERE
THE FAILURE TO COMPLY WITH ANY OBLIGATION UNDER CLAUSE 25.6 (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 COMPANY SHALL HAVE
FAILED TO DELIVER (OR PROCURE 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 COMPANY
FAILS TO PROVIDE (OR PROCURE THE DELIVERY OF) SUCH DETAILS WITHIN 15 BUSINESS
DAYS AFTER SUCH REQUEST.
27.3
OTHER OBLIGATIONS
The Ultimate Parent, the Parent or any Obligor fails duly to perform or comply
with any of the obligations expressed to be assumed by it in any of the Relevant
Finance Documents (other than any of those referred to in Clauses 27.1
(Non-Payment) and 27.2 (Covenants)) and such failure, if capable of remedy, is
not so remedied within