DERIVATIVE TRANSACTIONS, AND (B) ANY
AND ALL CANCELLATIONS, BUY BACKS, REVERSALS, TERMINATIONS OR ASSIGNMENTS OF ANY
OF THE FOREGOING.
"REFERENCE BANK" MEANS THE PRINCIPAL LONDON OFFICE OF BARCLAYS BANK PLC OR SUCH
OTHER BANKS AS MAY BE APPOINTED BY THE AGENT.
"REGULATIONS T, U AND X" MEANS, RESPECTIVELY, REGULATIONS T, U AND X OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OF THE UNITED STATES (OR ANY
SUCCESSOR) AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT FROM THE DATE OF
THIS AGREEMENT.
"REIMBURSEMENT OBLIGATIONS" MEANS WITH RESPECT TO THE OBLIGOR, ALL OF ITS
OBLIGATIONS PURSUANT TO CLAUSE 2.2 (REIMBURSEMENT; AGENT'S RESPONSIBILITY) TO
REIMBURSE EACH LENDER FOR PAYMENTS MADE BY EACH LENDER UPON ANY DRAWINGS UNDER
ANY LETTER OF CREDIT ISSUED AT THE REQUEST OF THE OBLIGOR AND TO PAY TO THE
AGENT AND LENDERS ALL OTHER AMOUNTS THAT ARE PAYABLE BY THE OBLIGOR TO THE AGENT
AND LENDERS PURSUANT TO THIS AGREEMENT AND THE OTHER FUNDAMENTAL DOCUMENTS.
FOR
PURPOSES OF DRAWINGS UNDER ANY LETTERS OF CREDIT DENOMINATED IN POUNDS STERLING
OR EURO, THE AMOUNT OF SUCH DRAWING SHALL BE DEEMED TO BE THE DOLLAR EQUIVALENT
OF SUCH AMOUNT AS OF THE DATE OF REPAYMENT OF SUCH DRAWING, PROVIDED, HOWEVER,
THAT, SOLELY FOR THE PURPOSE OF DETERMINING THE OBLIGOR'S COMPLIANCE WITH THE
REQUIREMENTS OF SUB-CLAUSE 5.1.4 (MAINTENANCE OF ADJUSTED COLLATERAL VALUE)
HEREOF AND CLAUSE 1 OF THE SECURITY AGREEMENT ON ANY GIVEN DATE, THE AMOUNT OF
ANY SUCH UNREIMBURSED DRAWING SHALL BE DEEMED TO BE THE DOLLAR EQUIVALENT OF
SUCH AMOUNT AS OF SUCH DATE.
"REPEATING REPRESENTATIONS" MEANS THE REPRESENTATIONS WHICH ARE SET OUT IN
CLAUSE 4.1 (CORPORATE EXISTENCE AND POWER) TO CLAUSE 4.18 (INVESTMENT COMPANY
ACT) INCLUSIVE (IT BEING UNDERSTOOD AND AGREED THAT THE REPRESENTATION OR
WARRANTY CONTAINED IN SUB-CLAUSE
11
4.6.1 SHALL BE REQUIRED TO BE TRUE AND CORRECT ONLY AS OF THE RESTATEMENT DATE
AND ANY OTHER REPRESENTATION OR WARRANTY THAT IS EXPRESSLY STATED TO HAVE BEEN
MADE AS OF A SPECIFIC DATE SHALL BE REQUIRED TO BE TRUE IN ALL MATERIAL RESPECTS
ONLY AS OF SUCH SPECIFIC DATE).
"RESTATEMENT" MEANS THE DELIVERY OF THE EXECUTED FUNDAMENTAL DOCUMENTS BY THE
PARTIES THERETO ON THE RESTATEMENT DATE.
"RESTATEMENT DATE" MEANS THE DATE ON WHICH ALL OF THE CONDITIONS SET FORTH IN
CLAUSE 3.1 (CONDITIONS PRECEDENT TO RESTATEMENT AND ISSUANCE OF INITIAL LETTERS
OF CREDIT) SHALL HAVE BEEN SATISFIED OR WAIVED BY THE LENDERS.
"SAP" MEANS THE ACCOUNTING PROCEDURES AND PRACTICES PRESCRIBED OR PERMITTED BY
THE APPLICABLE INSURANCE REGULATORY AUTHORITY, APPLIED ON A BASIS CONSISTENT
WITH THOSE THAT ARE TO BE USED IN MAKING THE CALCULATIONS FOR PURPOSES OF
DETERMINING COMPLIANCE WITH THIS AGREEMENT.
"SAP FINANCIAL STATEMENTS" MEANS THE FINANCIAL STATEMENTS OF THE OBLIGOR WHICH
HAVE BEEN SUBMITTED OR ARE REQUIRED TO BE SUBMITTED TO THE APPLICABLE INSURANCE
REGULATORY AUTHORITY.
"S&P" SHALL MEAN STANDARD & POOR'S RATING SERVICES, A DIVISION OF THE
MCGRAW-HILL COMPANIES, INC., OR ANY SUCCESSOR THERETO.
"SCREEN RATE" MEANS THE BRITISH BANKERS' ASSOCIATION INTEREST SETTLEMENT RATE
FOR THE RELEVANT CURRENCY PERIOD, DISPLAYED