IIG Prospectus - London Stock Exchange

‘‘Total Consolidated Contingent Financial Indebtedness’’ means the aggregate of allContingent Financial Indebtedness of the Group on a consolidated basis and, for the avoidance ofdoubt, not including intra-group Contingent Financial Indebtedness.‘‘Total Net Consolidated Financial Indebtedness’’ means the aggregate of:(a) all existing Financial Indebtedness of the Group on a consolidated basis and, for theavoidance of doubt, not including intra-group Financial Indebtedness; less(b) Total Consolidated Contingent Financial Indebtedness; less(c) all Cash and Bank Balances.‘‘Trading Day’’ means, in respect of any shares or any other publicly traded securities at therelevant time, any day on which the relevant stock exchange on which such shares or securities aretraded or quoted is open for trading other than a day on which trading ceases prior to its regularweekday closing time.‘‘U.S. Dollar Equivalent’’ means, with respect to any monetary amount in a currency otherthan the U.S. dollar, at any time for the determination thereof, the amount of U.S. dollars obtainedby converting such foreign currency involved in such computation into U.S. dollars at the spot ratefor the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters atapproximately 11:00 a.m. (New York time) on the date not more than two business days prior tothe determination. For purposes of determining whether any Affiliate Transaction can beundertaken the ‘‘U.S. Dollar Equivalent’’ of such Affiliate Transaction shall be determined on thebasis of the date incurred, made or undertaken and no subsequent change in the U.S. DollarEquivalent shall cause such transaction to have been incurred, made or undertaken in violation ofthe Certificates.Any reference in the Purchase Undertaking to ‘‘consolidated’’ shall, if the Relevant Accountsare not prepared on a consolidated basis, be construed as being a reference to unconsolidated.Events of DefaultThe events of default are defined as any of the events set out below:(a) Non-payment: a default is made in the payment of any Periodic Distribution Amount fora period of 3 Business Days or more or the Relevant Redemption Amount on the datefixed for payment thereof, or Shares are not issued on the date fixed for deliverythereof; or(b) Breach of other obligations: either IIG or the Mudarib defaults in the performance orobservance of any of its other obligations under or in respect of the TransactionDocuments to which it is a party, unless the default is capable of remedy and isremedied within 30 days after written notice thereof, addressed to IIG or, as the casemay be, the Mudarib by the Trustee or, after the occurrence of a Potential DissolutionEvent or a Dissolution Event, the Delegate, has been delivered to IIG or the Mudarib, asthe case may be; or(c) Repudiation: either IIG or the Mudarib repudiates or challenges the valid, legal andbinding nature of any or any part of a Transaction Document to which it is a party ordoes or causes to be done any act or thing evidencing an intention to repudiate orchallenge the valid, legal and binding nature of any Transaction Document to which it isa party; or(d) Illegality: at any time it is or will become unlawful for either IIG or the Mudarib toperform or comply with any or all of its obligations under the Transaction Documents towhich it is a party, or any of the obligations of either IIG or the Mudarib under theTransaction Documents are not, or cease to be, legal, valid and binding; or(e) Cessation of Business: either IIG or the Mudarib suspends, ceases or threatens tosuspend or cease to carry on all or substantially all of its business; or(f) Cross default: (i) any Financial Indebtedness of IIG or any Material Subsidiary is not paidwhen due or within any originally applicable grace period; (ii) any Financial Indebtednessof IIG or any Material Subsidiary is declared to be or otherwise becomes capable ofbeing declared due and payable prior to its specified maturity as a result of an event ofdefault (however described); (iii) any commitment for any Financial Indebtedness of IIGor any Material Subsidiary is cancelled or suspended by a creditor of IIG as a result of118