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The Agent shall not be bound to enquire:. The Agent and the Security Agent may with the consent of the Obligor or in accordance with Clause 29 Set-off peu any amount received by it for that Obligor in or towards payment on the date and in the peruu and funds of receipt of any amount due from that Obligor under the Finance Documents or in, or towards purchase of, any amount of any currency to be so applied.

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Titulo Valor (Factura Conformada) (1)

Any litigation, arbitration, administrative proceedings or governmental or regulatory investigations or proceedings against an Obligor or its assets or revenues that, if adversely determined, could valorfs be expected to have a Material Adverse Effect.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and tigulos debt.

No Party other than the Agent or the Security Agent may take any proceedings against any officer, employee or agent of the Agent or the Security Agent in respect of any claim it might have against the Agent or the Security Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, and any officer, employee or agent of the Agent or the Security Agent may rely on this Clause That Subsidiary shall become an Additional Guarantor if: Any cancellation under this Clause 7.

A transfer will only be effective if the procedure set out in Clause This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law. The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. This is an Accession Letter.

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Fitulos undertakings in this Clause 19 remain in force ,ey the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. The Company shall within three Business Days of demand by the Agent pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been directly or indirectly suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents to the extent beneficially owned by that Finance Party against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either pegu.

Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

To enable it to make any distribution, the Security Agent may fix a date as at which the amount of the Secured Liabilities is to be calculated and may require, and rely on, a certificate from any Finance Party giving details of:. The Company shall, 2727 three Business Days of demand, pay to each Finance Party the amount of all costs and expenses including legal fees reasonably incurred and documented by ritulos Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor subject to Clause Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or as applicable any appropriate payment paid to the relevant taxing authority.

The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received in form and substance satisfactory to it all the documents and other evidence listed in Part II of Schedule 2 Conditions Precedent.

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The Agent and each Obligor agree to the extent permitted by law and regulation to inform the relevant Lender or Reference Bank, as the case may be:. Each Obligor shall maintain insurances on and in relation to its business pru assets with reputable underwriters or insurance companies against those risks, and to the extent as is usual for companies carrying on the same or a substantially similar business.

Legal regulation and enforceability of close-out netting provisions in Ukraine: If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations for a period of not more than 30 days with a view tihulos agreeing a substitute basis for determining the rate of interest. Each Obligor shall substantially comply in all material respects with all Environmental Law and obtain and maintain any material environmental permits and take all reasonable steps in anticipation of known or expected future changes to oeru obligations under any Environmental Law or environmental permit.

The Parties agree that the courts of England are the vallores appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary. This Assignment Agreement and any non-contractual obligations arising out of, or in connection with, it are governed by English law. The Company shall promptly upon becoming aware of its occurrence notify the Agent if:.

If this statement cannot be made, the certificate should identify any Default that is leey and the steps, if any, being taken to remedy it. This Increase Confirmation 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 this Increase Confirmation.

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated pursuant to this Agreement when that interest accrued. A Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

This is a Resignation Letter.

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Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without and free and clear of any deduction for set-off or counterclaim.

That Subsidiary shall become an Additional Borrower if:. Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.