Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the APLMA or in any other form agreed between the Borrower and the Agent.
Convertible Bonds means the 1.50% convertible senior notes issued by the Borrower due 2019 with the maximum aggregate offering price of US$632,500,000.
Convertible Bonds Trustee means Deutsche Bank Trust Company Americas, the trustee and paying agent of the Convertible Bonds.
Default means an Event of Default or any event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
Defaulting Lender means any Lender:
(a) which has failed to make its participation in the Loan available (or has notified the Agent that it will not make its participation in the Loan available) by the Utilisation Date in accordance with Clause 5.4 (Lenders participation); or
(b) which has otherwise rescinded or repudiated a Finance Document,
unless, in the case of paragraphs (a) and (b) above:
(i) its failure to pay is caused by:
(A) administrative or technical error; or
(B) a Disruption Event, and
payment is made within 2 Business Days of its due date; or
(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.
Dissenting Lenders has the meaning give to it in Clause 24.3 (Buy-out).
Dissenting Portion has the meaning give to it in Clause 24.3 (Buy-out).
Disruption Event means either or both of:
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; and