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| :{{pgmslaprov|Nominee}} means a {{pgmslaprov|Nominee}} or agent appointed by either Party to accept {{pgmslaprov|Delivery}} of, hold or deliver {{pgmslaprov|Securities}}, {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} and/or {{pgmslaprov|Collateral}} or to receive or make payments on its behalf;
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| :{{pgmslaprov|Non-Defaulting Party}} has the meaning given in paragraph 10;
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| :{{pgmslaprov|Notification Time}} means the time specified in paragraph 1.2 of the Schedule;
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| :{{pgmslaprov|Parties}} means {{pgmslaprov|Lender}} and {{pgmslaprov|Borrower}} and Party shall be construed accordingly;
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| :{{pgmslaprov|Posted Collateral}} means all {{pgmslaprov|Collateral}}, interest, {{pgmslaprov|Income}}, other property and all proceeds of any of the foregoing that have been credited to or received into the relevant {{pgmslaprov|Secured Account}} or otherwise credited to the relevant {{pgmslaprov|Secured Account}} by {{pgmslaprov|Custodian}} (excluding any such {{pgmslaprov|Collateral}} delivered to {{pgmslaprov|Borrower}} from such {{pgmslaprov|Secured Account}} pursuant to paragraph 5.3(b) on the instruction of {{pgmslaprov|Lender}});
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| :{{pgmslaprov|Reference Dealers}} means, in relation to any {{pgmslaprov|Securities}}, {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} or {{pgmslaprov|Collateral}}, four leading dealers in the relevant {{pgmslaprov|Securities}} selected by the Party making the determination of {{pgmslaprov|Market Value}} in good faith;
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| :{{pgmslaprov|Required Collateral Value}} has the meaning given in paragraph 5.3;
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| :{{pgmslaprov|Sales Tax}} means value added tax and any other {{pgmslaprov|Tax}} of a similar nature (including, without limitation, any {{pgmslaprov|Sales Tax}} of any relevant jurisdiction);
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| :{{pgmslaprov|Secured Account}} has the meaning given in the {{pgmslaprov|Security Agreement}};
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| :{{pgmslaprov|Security Agreement}} means the agreement or instrument specified as such in paragraph 2 of the Schedule;
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| :{{pgmslaprov|Settlement Date}} means the date upon which {{pgmslaprov|Securities}} are due to be delivered to {{pgmslaprov|Borrower}} in accordance with this Agreement;
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| :{{pgmslaprov|Stamp Tax}} means any stamp, transfer, registration, documentation or similar {{pgmslaprov|Tax}};
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| :{{pgmslaprov|Tax}} means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) imposed by any government or other taxing authority in respect of any transaction effected pursuant to or contemplated by, or any payment under or in respect of, this Agreement; and
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| :{{pgmslaprov|Unsettled Loans}} means, at any time, any Loans in respect of which the relevant {{pgmslaprov|Securities}} have not yet been delivered by {{pgmslaprov|Lender}} to {{pgmslaprov|Borrower}}.
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| {{pgmslaprov|2.2}} {{pgmslaprov| Headings}}
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| :All headings appear for convenience only and shall not affect the interpretation of this Agreement.
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| {{pgmslaprov|2.3}} {{pgmslaprov| Market terminology}}
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| :Notwithstanding the use of expressions such as “borrow”, “lend” etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to {{pgmslaprov|Securities}} “borrowed” or “lent” shall pass from {{pgmslaprov|Lender}} to {{pgmslaprov|Borrower}} as provided for in this Agreement, {{pgmslaprov|Borrower}} being obliged to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}.
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| {{pgmslaprov|2.4}} {{pgmslaprov| Currency conversions}} <br>
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| :Subject to paragraph 11, for the purposes of determining any prices, sums or values (including, without limitation, the {{pgmslaprov|Market Value}} of {{pgmslaprov|Securities}} and {{pgmslaprov|Required Collateral Value}}) prices, sums or values stated in currencies other than the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the latest available spot rate of exchange quoted by a bank selected by {{pgmslaprov|Lender}} (or if an {{pgmslaprov|Event of Default}} has occurred in relation to {{pgmslaprov|Lender}}, by {{pgmslaprov|Borrower}}) in the London inter-bank market for the purchase of the {{pgmslaprov|Base Currency}} with the currency concerned on the day on which the calculation is to be made or, if that day is not a {{pgmslaprov|Business Day}}, the spot rate of exchange quoted at {{pgmslaprov|Close of Business}} on the immediately preceding {{pgmslaprov|Business Day}} on which such a quotation was available.
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| {{pgmslaprov|2.5}} The {{pgmslaprov|Parties}} confirm that the introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under, any term of the Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. {{pgmslaprov|Securities}} will for the purposes of this Agreement be regarded as {{pgmslaprov|Equivalent}} to other {{pgmslaprov|Securities}} notwithstanding that as a result of such introduction and/or substitution those {{pgmslaprov|Securities}} have been redenominated into the new currency or the nominal value of the {{pgmslaprov|Securities}} has changed in connection with such redenomination.
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| {{pgmslaprov|2.6}} Modifications etc. to legislation
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| :Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.
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