“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.
“Agreed Security Principles” means the agreed security principles set out in Schedule 4 (Agreed Security Principles).
“Annual Financial Statements” has the meaning ascribed to such term in Clause 25 (Information Undertakings).
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to a Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
“Anti-Money Laundering Laws” means all applicable financial record keeping and reporting requirements and money laundering statutes in all jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.
“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
“Assigned Account” means any Mandatory Prepayment Account (as defined in any Debt Document (as defined in the Intercreditor Agreement)) and any other account that may from time to time be identified in writing as an Assigned Account by the Security Trustee and the Company in accordance with the terms of the applicable Transaction Security Documents, including any renewal or redesignation of such accounts.
“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Form of Assignment Agreement) or any other form agreed between the relevant assignor, assignee and the Company provided that if that other form does not contain the undertaking set out in the form set out in Schedule 6 (Form of Assignment Agreement) it shall not be a Creditor/Creditor Representative Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.
“Auditors” means an accounting firm of international standing appointed by the Company (which shall include, for the avoidance of doubt, the auditors of the Group as of the Closing Date).
“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
“Availability Period” means, in relation to the Facility, the period from and including the Closing Date to and including the date falling one month prior to the Termination Date.
“Available Commitment” means, in relation to the Facility, a Xxxxxx’s Commitment minus:
the Base Currency Amount of its participation in any outstanding Utilisations; and
in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.
For the purposes of calculating a Xxxxxx’s Available Commitment in relation to any proposed Utilisation that Xxxxxx’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from a Lender’s Commitment.