Crucial 2012 Annual Report Download - page 230

“Spot Market” means, the Global Spot Foreign Exchange Market, which, for these purposes, shall, unless
otherwise agreed, be treated as being open continuously from 5:00 a.m. Sydney time on a Monday in any
week to 5:00 p.m. New York time on the Friday of that week.
Withholding Tax
All payments to be made by either Party pursuant to or in connection with this transaction or the Agreement
shall be made free and clear of and without deduction or withholding for or on account of tax (which term
shall for the purposes hereof include any tax, levy, impost, duty, charge, fee deduction or withholding of
any nature) unless a Party (the "Payer") is required by applicable law to make a payment (the "Relevant
Payment") subject to the deduction or withholding of tax, in which case the sum of the Relevant Payment
shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding,
the Party receiving the Relevant Payment (the "Payee") receives and retains (free from any liability in respect
of such deductions or withholding) a net sum equal to the sum which it would have received and retained
had no such deduction or withholding been made or required to be made.
If and to the extent that the Payer's obligation to pay an increased sum as aforesaid can be mitigated by
virtue of the provisions of any applicable double tax convention, the Payee shall use its reasonable endeavours
(including, without limitation, the submission to the relevant fiscal authorities of all requisite forms and
information) to ensure the application of such double tax convention.
Representations and Warranties
Absent a written agreement to the contrary, each party represents and warrants to the other party that (i) it
is not relying on any advice (whether written or oral) of the other party regarding this Transaction; (ii) it
has the capacity to evaluate (internally or through independent professional advice) this Transaction and
has made its own decision to enter into this Transaction; (iii) it understands the terms, conditions and risks
of this Transaction and is willing to accept those terms and conditions and to assume (financially or otherwise)
those risks; and (iv) the other party (1) is not acting as a fiduciary or financial, investment or commodity
trading advisor for it, (2) has not given to it (directly or indirectly through any other person) any assurance,
guaranty, or representation whatsoever as to the merits (either legal, regulatory, tax, financial, accounting
or otherwise) of this Transaction or any documentation related thereto, and (3) has not committed to
unwind this Transaction.
Disclosure
The Parties acknowledge that HSBC Bank USA, National Association is regularly engaged in the business
of buying and selling foreign exchange spot, forward and options contracts and, as a result, HSBC Bank
USA, National Association may from time to time engage in activities in the foreign exchange markets
which may affect the value of this transaction. It is further acknowledged that HSBC Bank USA, National
Association, for its own risk management purposes, may from time to time enter into foreign exchange
contracts which it deems necessary to hedge (or to reduce or remove any hedge) risks related to this
transaction. In particular, the Parties acknowledge that as a result of such risk management activities,
whenever it becomes reasonably likely that the Spot Exchange Rate may be less than or equal to the Strike
Rate, in anticipation of such probability HSBC Bank USA, National Association may engage in transactions
to hedge (or to reduce or remove hedges) and that such transactions may increase the probability that
the Spot Exchange Rate will be less than or equal to the Strike Rate.