Schedule Schedule (if the currency is a Non-LIBOR Currency) the day specified as such in respect of that currency in 19 (Other Benchmarks)]. ["Real Property" means: any freehold, leasehold or immovable property; and any buildings, fixtures, fittings, fixed plant or machinery from time to time situated on or forming part of that freehold, leasehold or immovable property.] "Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property. ["Reduction Date" means [ ].] ["Reduction Instalment" means [ ].] ["Reference Bank Quotation" means any quotation supplied to the Agent by a Base Reference Bank [or an Alternative Reference Bank].] "Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. "Relevant Jurisdiction" means, in relation to an Obligor: its Original Jurisdiction; any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated; any jurisdiction where it conducts its business; and [the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it]. "Relevant Market" means[, in relation to euro, the European interbank market] [, in relation to a Non-LIBOR Currency, the market specified as such in respect of that currency in 19 (Other Benchmarks)] [and, in relation to any other currency,] the London interbank market. "Relevant Period" means [each period of twelve months [, or such shorter period commencing on the Closing Date,] ending on or about the last day of the Financial Year and each period of 12 months ending on or about the last date of each Financial Quarter]. "Reliance Parties" means the Agent, the Arranger, the Security Agent, the Issuing Bank [, each Hedge Counterparty,] each Ancillary Lender, each Original Lender and each person which becomes a Lender as part of the primary syndication of the Facility.
Schedule the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate. "Treasury Transactions" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price. "Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents. "US" means the United States of America. "US Tax Obligor" means: a Borrower which is resident for tax purposes in the US; or an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes. "Unrestricted Subsidiary" has the meaning given to such term in 18 (Restrictive Covenants). "Utilisation" means a Loan or a Letter of Credit. "Utilisation Date" means the date of a Utilisation, being the date on which the Loan is to be made or the relevant Letter of Credit is to be issued. "Utilisation Request" means a notice substantially in the relevant form set out in Part I of Schedule 3 (Requests and Notices). "VAT" means: any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere. "Vendor" means [ ]. ["Vendor Note Documents" means the Vendor Notes and the Vendor Note Instrument in agreed form and any documents entered into pursuant to any of them.] ["Vendor Note Instrument" means the instrument pursuant to which the Vendor Notes are, or are to be, constituted.] ["Vendor Notes" means the £[ ] [unsecured subordinated] loan notes due [ ] of the Parent.]
If the Additional Obligor is incorporated in or has its "centre of main interest" [or "establishment"] (as referred to in Clause 24.29 (Centre of main interests and establishments)) in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to the Agent in the jurisdiction of its incorporation, "centre of main interest" or "establishment" (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the "Applicable Jurisdiction") as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 47.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. [Any security documents] which [, subject to the Agreed Security Principles,] are required by the Agent to be executed by the proposed Additional Obligor. Any notices or documents required to be given or executed under the terms of those security documents. If the Additional Obligor is incorporated in England and Wales, Scotland or Northern Ireland, evidence that the Additional Obligor has done all that is necessary (including, without limitation, by re-registering as a private company) to comply with sections 677 to 683 of the Companies Act 2006 in order to enable that Additional Obligor to enter into the Finance Documents and perform its obligations under the Finance Documents. [If the Additional Obligor is not incorporated in England and Wales, Scotland or Northern Ireland, such documentary evidence as legal counsel to the Agent may require, that such Additional Obligor has complied with any law in its jurisdiction relating to financial assistance or analogous process.] Part III Transaction Security Documents and security related documents to be delivered by Additional Obligors Name of Additional Obligor Capacity (Borrower and/or Guarantor) Date by which must become Additional Obligor Description of Transaction Security Document and Transaction Security Date by which Transaction Security Document to be executed and delivered to Agent Description of Security related documents and other action to be taken by Additional Obligor to protect or perfect or give priority to Transaction Security and date by which action is to be
Schedule Loans in euro Loans in sterling Loans in other currencies LIBOR or EURIBOR is fixed Quotation Day 11:00 a.m. in respect of LIBOR and 11.00 a.m. (Brussels time) in respect of EURIBOR Quotation Day 11:00 a.m. Quotation Day 11:00 a.m. [Benchmark Rate is fixed for a Loan in a Non-LIBOR Currency] [-] [-] [As specified as such in respect of that currency in 19 (Other Benchmarks)] [Base Reference Bank Rate calculated by reference to available quotations in accordance with Clause (Calculation of Base Reference Bank Rate [and Alternative Reference Bank Rate])] [[Noon] on the Quotation Day in respect of LIBOR [and Quotation Day [11:30 a.m. (Brussels time)] in respect of EURIBOR]] [[Noon] on the Quotation Day]] [[Noon] on the Quotation Day in respect of LIBOR [and as specified as such in respect of the relevant currency in 19 (Other Benchmarks) in respect of a Benchmark Rate]] [Alternative Reference Bank Rate calculated by reference to available quotations in accordance with Clause (Calculation of Base Reference Bank Rate [and Alternative Reference Bank Rate])] [[Close of business in London on the date falling one Business Day after the Quotation Day]/[ ]] [[Close of business in London on the date falling one Business Day after the Quotation Day]/[ ]] [[Close of business in London on the date falling one Business Day after the Quotation Day]/[ ] [and as specified as such in respect of the relevant currency in 19 (Other Benchmarks) in respect of a Benchmark Rate]] "U" = date of utilisation "U – X" = X Business Days prior to date of utilisation 16.2