BE PAYABLE.
8.
CURRENCY
8.1
SUBJECT TO CLAUSE 8.2 TO 8.5 BELOW, THE BASE
CURRENCY IS THE CURRENCY OF ACCOUNT AND PAYMENT FOR ANY SUM DUE FROM AN OBLIGOR
UNDER ANY FINANCE DOCUMENT.
8.2
A REPAYMENT OF ANY AMOUNT DUE UNDER ANY FINANCE
DOCUMENT SHALL BE MADE IN THE CURRENCY IN WHICH THAT AMOUNT IS DENOMINATED ON
ITS DUE DATE.
8.3
EACH PAYMENT OF INTEREST SHALL BE MADE IN THE
CURRENCY IN WHICH THE SUM IN RESPECT OF WHICH THE INTEREST IS PAYABLE WAS
DENOMINATED WHEN THAT INTEREST ACCRUED.
8.4
EACH PAYMENT IN RESPECT OF COSTS, EXPENSES,
LIABILITY OR TAXES SHALL BE MADE IN THE CURRENCY IN WHICH THE COSTS, EXPENSES,
LIABILITY OR TAXES ARE INCURRED.
8.5
ANY AMOUNT EXPRESSED TO BE PAYABLE IN A CURRENCY
OTHER THAN THE BASE CURRENCY SHALL BE PAID IN THAT OTHER CURRENCY.
6
9.
PAYMENTS
9.1
UNLESS REQUIRED BY LAW AND UNLESS THE OBLIGORS AND
THE LENDER AGREE OTHERWISE, ALL PAYMENTS MADE BY AN OBLIGOR HEREUNDER SHALL BE
MADE FREE AND CLEAR OF AND WITHOUT ANY DEDUCTION FOR OR ON ACCOUNT OF ANY TAX,
SET-OFF OR COUNTERCLAIM.
9.2
IF A DEDUCTION IS REQUIRED BY LAW TO BE MADE BY AN
OBLIGOR FROM A PAYMENT UNDER A FINANCE DOCUMENT, THE AMOUNT OF THE PAYMENT DUE
FROM THAT OBLIGOR SHALL BE INCREASED TO AN AMOUNT WHICH (AFTER MAKING SUCH
DEDUCTION) LEAVES AN AMOUNT EQUAL TO THE PAYMENT WHICH WOULD HAVE BEEN DUE IF NO
SUCH DEDUCTION HAS BEEN REQUIRED.
10.
MISCELLANEOUS
10.1
NO PARTY MAY ASSIGN ANY OF ITS RIGHTS OR TRANSFER ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THE FINANCE DOCUMENTS.
10.2
ANY TERM OF THE FINANCE DOCUMENTS MAY BE AMENDED OR
WAIVED ONLY IN WRITING WITH THE CONSENT OF THE LENDER AND EACH OF THE OBLIGORS.
10.3
A PARTY WHO IS NOT A PARTY HAS NO RIGHT UNDER THE
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 TO ENFORCE OR TO ENJOY THE BENEFIT
OF ANY TERM OF THIS AGREEMENT.
10.4
EACH FINANCE DOCUMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, AND THIS HAS THE SAME EFFECT AS IF THE SIGNATURES ON THE
COUNTERPARTS WERE ON A SINGLE COPY OF THE FINANCE DOCUMENT.
10.5
THE LENDER HEREBY NOTIFIES EACH OBLIGOR THAT PURSUANT TO
THE REQUIREMENTS OF THE USA PATRIOT ACT, THE LENDER IS REQUIRED TO OBTAIN,
VERIFY AND RECORD INFORMATION THAT IDENTIFIES SUCH OBLIGOR, WHICH INFORMATION
INCLUDES THE NAME AND ADDRESS OF SUCH OBLIGOR AND OTHER INFORMATION THAT WILL
ALLOW THE LENDER TO IDENTIFY SUCH OBLIGOR IN ACCORDANCE WITH THE USA PATRIOT
ACT.
10.
GOVERNING LAW AND JURISDICTION
10.1
THIS AGREEMENT SHALL BE GOVERNED BY ENGLISH LAW AND THE
COURTS OF ENGLAND HAVE EXCLUSIVE JURISDICTION TO SETTLE ANY DISPUTE ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING A DISPUTE RELATING TO THE
EXISTENCE, VALIDITY OR TERMINATION OF THIS AGREEMENT OR THE CONSEQUENCES OF ITS
NULLITY) (A "DISPUTE").
10.2
THE PARTIES AGREE THAT THE COURTS OF ENGLAND ARE THE MOST
APPROPRIATE AND CONVENIENT COURTS TO SETTLE DISPUTES AND ACCORDINGLY NO PARTY
WILL