OR, IF NOT SO AGREED, IS IN THE FORM TO BE AGREED BETWEEN THE
FACILITY AGENT AND THE COMPANY, EACH ACTING REASONABLY;
(III)
"ASSETS" INCLUDES PRESENT AND FUTURE
PROPERTIES, REVENUES AND RIGHTS OF EVERY DESCRIPTION;
(IV)
THE "EQUIVALENT", ON ANY DAY, IN ONE CURRENCY
(THE "FIRST CURRENCY") OF A SUM DENOMINATED IN A SECOND CURRENCY (THE "SECOND
CURRENCY") MEANS THE AMOUNT OF THE FIRST CURRENCY CALCULATED BY THE FACILITY
AGENT AS BEING THAT WHICH WOULD BE REQUIRED BY IT TO PURCHASE THE RELEVANT SUM
IN THE SECOND CURRENCY IN THE LONDON SPOT EXCHANGE MARKET AT OR ABOUT 11.00 A.M.
ON THAT DAY IN ACCORDANCE WITH ITS USUAL PRACTICE;
(V)
THE "EUROPEAN INTERBANK MARKET" MEANS THE
INTERBANK MARKET FOR EURO OPERATING IN PARTICIPATING MEMBER STATES;
(VI)
A "FINANCE DOCUMENT" OR ANY OTHER AGREEMENT OR
INSTRUMENT IS A REFERENCE TO THAT FINANCE DOCUMENT OR OTHER AGREEMENT OR
INSTRUMENT AS AMENDED OR NOVATED (HOWEVER FUNDAMENTALLY);
(VII)
"INDEBTEDNESS" INCLUDES ANY OBLIGATION (WHETHER
INCURRED AS PRINCIPAL OR AS SURETY) FOR THE PAYMENT OR REPAYMENT OF MONEY,
WHETHER PRESENT OR FUTURE, ACTUAL OR CONTINGENT;
(VIII)
"MATERIALITY" AND OTHER QUALIFICATIONS WILL BE
DETERMINED OBJECTIVELY AND NOT AT THE DISCRETION OF THE FACILITY AGENT;
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(IX)
A "PARTICIPATION" OF A LENDER IN:
(A)
A LOAN, MEANS THE AMOUNT OF SUCH LOAN WHICH
SUCH LENDER HAS MADE OR IS TO MAKE AVAILABLE AND THEREAFTER THAT PART OF THE
LOAN WHICH IS OWED TO SUCH LENDER; OR
(B)
A BANK GUARANTEE, MEANS SUCH LENDER'S ACTUAL
AND CONTINGENT LIABILITIES IN RESPECT OF SUCH BANK GUARANTEE PURSUANT TO
PARAGRAPH (B) OF CLAUSE 7.4 (INDEMNITIES);
(X)
A "PERSON" INCLUDES ANY PERSON, FIRM,
COMPANY, CORPORATION, GOVERNMENT, STATE OR AGENCY OF A STATE OR ANY ASSOCIATION,
TRUST OR PARTNERSHIP (WHETHER OR NOT HAVING SEPARATE LEGAL PERSONALITY) OF TWO
OR MORE OF THE FOREGOING;
(XI)
"PROMPTLY" AND "IMMEDIATELY" MEANS WITHOUT
UNDUE DELAY;
(XII)
A "REGULATION" INCLUDES ANY REGULATION, RULE,
OFFICIAL DIRECTIVE, REQUEST OR GUIDELINE (WHETHER OR NOT HAVING THE FORCE OF LAW
BUT, IF NOT, COMPLIANCE WITH WHICH IS CUSTOMARY) OF ANY GOVERNMENTAL,
INTERGOVERNMENTAL OR SUPRANATIONAL BODY, AGENCY, DEPARTMENT OR REGULATORY, SELF
REGULATORY OR OTHER AUTHORITY OR ORGANISATION;
(XIII)
A PROVISION OF LAW IS A REFERENCE TO THAT
PROVISION AS AMENDED OR RE ENACTED; AND
(XIV)
A TIME OF DAY IS A REFERENCE TO LONDON TIME.
(B)
SECTION, CLAUSE AND SCHEDULE HEADINGS ARE
FOR EASE OF REFERENCE ONLY.
(C)
UNLESS A CONTRARY INDICATION APPEARS, A
TERM USED IN ANY OTHER FINANCE DOCUMENT OR IN ANY NOTICE GIVEN UNDER OR IN
CONNECTION WITH ANY FINANCE DOCUMENT HAS THE SAME MEANING IN THAT FINANCE
DOCUMENT OR NOTICE AS IN THIS AGREEMENT.
(D)
A BORROWER PROVIDING "CASH COVER" FOR A BANK
GUARANTEE OR AN ANCILLARY FACILITY MEANS A BORROWER PAYING AN AMOUNT IN THE
CURRENCY OF THE BANK GUARANTEE (OR, AS THE CASE MAY BE, ANCILLARY FACILITY) TO
AN INTEREST BEARING ACCOUNT IN THE NAME OF THAT BORROWER AND THE FOLLOWING
CONDITIONS BEING MET:
(I)
THE ACCOUNT IS WITH THE FACILITY AGENT
(IF THE CASH COVER IS TO