EQUIVALENT OF THE
AMOUNT SPECIFIED IN THE UTILISATION REQUEST (AS AT THE DATE THEREOF) FOR THAT
ADVANCE, IN EACH CASE, AS ADJUSTED, IF NECESSARY, IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT AND TO REFLECT ANY REPAYMENT, CONSOLIDATION OR DIVISION OF
THAT ADVANCE;
(B)
IN RELATION TO A DOCUMENTARY CREDIT, (I) IF SUCH DOCUMENTARY CREDIT
IS DENOMINATED IN STERLING, THE OUTSTANDING L/C AMOUNT IN RELATION TO IT AT SUCH
TIME OR (II) IF SUCH DOCUMENTARY CREDIT IS NOT DENOMINATED IN STERLING, THE
EQUIVALENT IN STERLING OF THE OUTSTANDING L/C AMOUNT AT SUCH TIME, CALCULATED AS
AT THE LATER OF (1) THE DATE WHICH FALLS 2 BUSINESS DAYS BEFORE ITS ISSUE DATE
OR ANY RENEWAL DATE OR (2) THE DATE OF ANY REVALUATION PURSUANT TO CLAUSE 5.4
(REVALUATION OF DOCUMENTARY CREDITS);
(C)
IN RELATION TO ANY ANCILLARY FACILITY GRANTED BY A LENDER, THE
AMOUNT OF ITS REVOLVING FACILITY COMMITMENT CONVERTED TO PROVIDE ITS ANCILLARY
FACILITY COMMITMENT AS AT THE TIME OF SUCH CONVERSION; AND
(D)
IN RELATION TO ANY OUTSTANDINGS, THE AGGREGATE OF THE STERLING
AMOUNTS (CALCULATED IN ACCORDANCE WITH PARAGRAPHS (A), (B) AND (C) ABOVE) OF
EACH OUTSTANDING ADVANCE AND/OR OUTSTANDING L/C AMOUNT, MADE UNDER THE RELEVANT
FACILITY OR FACILITIES (AS THE CASE MAY BE) AND/OR IN RELATION TO ANCILLARY
FACILITY OUTSTANDINGS, (I) IF SUCH
48
OUTSTANDINGS ARE DENOMINATED IN STERLING, THE AGGREGATE AMOUNT OF IT AT SUCH
TIME AND (II) IF SUCH OUTSTANDINGS ARE NOT DENOMINATED IN STERLING, THE STERLING
EQUIVALENT OF THE AGGREGATE AMOUNT OF IT AT SUCH TIME.
"Subject Party" has the meaning given to such term in Clause 39.6(d) (Value
Added Tax).
"Subordinated Funding" means any loan made to any Obligor by any member of the
Group that is not an Obligor which:
(A)
CONSTITUTES PARENT INTERCOMPANY DEBT;
(B)
IS AN INTERCOMPANY LOAN ARISING UNDER THE ARRANGEMENTS REFERRED TO
IN PARAGRAPH (D) OF THE DEFINITION OF "PERMITTED PAYMENTS";
(C)
IS AN INTERCOMPANY LOAN EXISTING AS AT THE ORIGINAL EXECUTION DATE
(INCLUDING ANY INTER-COMPANY LOAN THE BENEFIT OF WHICH HAS, AT ANY TIME AFTER
THE ORIGINAL EXECUTION DATE, BEEN ASSIGNED TO ANY OTHER MEMBER OF THE GROUP,
WHERE SUCH ASSIGNMENT IS NOT OTHERWISE PROHIBITED BY THIS AGREEMENT); OR
(D)
CONSTITUTES EQUITY EQUIVALENT FUNDING,
provided that (i) Security is promptly granted by the relevant creditor over its
rights and (ii) the relevant debtor and creditor are party to the Group
Intercreditor Agreement as an Intergroup Debtor or Intergroup Creditor (as such
terms are defined in the Group Intercreditor Agreement), respectively, or where
the relevant debtor and creditor are party to such other subordination
arrangements as may be satisfactory to the Facility Agent, acting reasonably.
"Subscriber" means any person who has entered into an agreement (which has not
expired or been terminated) with an Obligor to be provided with services by an
Obligor through the operation of telecommunications and/or television systems
operated by the Bank Group in accordance with applicable Telecommunications,
Cable and Broadcasting Laws (including any part of such system and all
modifications, substitutions, replacements, renewals and