1.1  Definitions

In this Agreement, unless the context otherwise requires:

"Agreement"

means this agreement

"HoldCo Shares"

means shares (of any class) in the issued share capital of HoldCo

"Intercreditor Agreement"

means [          ]

"Loan Stock"

means any loan stock issued by [ProjectCo/HoldCo]18 under a Loan Stock Instrument 

"Loan Stock Instrument"

shall have the meaning given to it in the Junior Funding Agreement(s)

"Parties"

means the Board and [each of] the Junior Funders and any reference to Party means any one of them

"Project Agreement"

means an agreement dated [                    ]  between Project Co and the Board relating to the [                    ] 

"Refinancing Schedule"

means Part 29 (Refinancing) of the Schedule to the Project Agreement 

"Relevant Structured Refinancing"

means a Structured Refinancing under the provisions of Section B (Structured Refinancing Protocol) of the Refinancing Schedule:

a)  involving the refinancing of Loan Stock; and

b)  in relation to which the Selected Refinancing is not the Optimal Refinancing




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18  This should reflect the structure of the junior funding package - for example, the Junior Funder(s) will normally subscribe for shares in HoldCo, but could subscribe for loan stock either directly in ProjectCo or indirectly via HoldCo