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;
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(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;
(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:
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(I)
THE ACCOUNT IS WITH THE FACILITY AGENT (IF THE CASH COVER IS TO BE
PROVIDED FOR ALL THE LENDERS) OR WITH A LENDER OR ANCILLARY LENDER (IF THE CASH
COVER IS TO BE PROVIDED FOR THAT LENDER OR ANCILLARY LENDER);
(II)
UNTIL NO AMOUNT IS