A "TRANSACTION SECURITY DOCUMENT"
OR ANY OTHER AGREEMENT OR INSTRUMENT IS A REFERENCE TO THAT FINANCE DOCUMENT OR
TRANSACTION SECURITY DOCUMENT OR OTHER AGREEMENT OR INSTRUMENT AS AMENDED OR
NOVATED (HOWEVER FUNDAMENTALLY);
(V)
"GUARANTEE" MEANS (OTHER THAN IN CLAUSE 21 (GUARANTEE AND
INDEMNITY)) ANY GUARANTEE, LETTER OF CREDIT, BOND, INDEMNITY OR SIMILAR
ASSURANCE AGAINST LOSS, OR ANY OBLIGATION, DIRECT OR INDIRECT, ACTUAL OR
CONTINGENT, TO PURCHASE OR ASSUME ANY INDEBTEDNESS OF ANY PERSON OR TO MAKE AN
INVESTMENT IN OR LOAN TO ANY PERSON OR TO PURCHASE ASSETS OF ANY PERSON WHERE,
IN EACH CASE, SUCH OBLIGATION IS ASSUMED IN ORDER TO MAINTAIN OR ASSIST THE
ABILITY OF SUCH PERSON TO MEET ITS INDEBTEDNESS;
(VI)
"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;
(VII)
A "PARTICIPATION" OF A LENDER IN 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;
(VIII)
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;
(IX)
A "REGULATION" INCLUDES ANY REGULATION, RULE, OFFICIAL
DIRECTIVE, REQUEST OR GUIDELINE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY
GOVERNMENTAL, INTERGOVERNMENTAL OR SUPRANATIONAL BODY, AGENCY, DEPARTMENT OR
REGULATORY, SELF-REGULATORY OR OTHER AUTHORITY OR ORGANISATION;
(X)
A PROVISION OF LAW IS A REFERENCE TO THAT PROVISION AS
AMENDED OR RE-ENACTED; AND
(XI)
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.
19
(D)
A DEFAULT IS "CONTINUING" IF IT HAS NOT
BEEN REMEDIED OR WAIVED.
(E)
A BORROWER PROVIDING "CASH COVER" FOR A
LETTER OF CREDIT MEANS A BORROWER PAYING AN AMOUNT IN THE CURRENCY OF THE LETTER
OF CREDIT TO AN INTEREST-BEARING ACCOUNT IN THE NAME OF THE BORROWER AND THE
FOLLOWING CONDITIONS BEING MET:
(I)
THE ACCOUNT IS WITH THE FACILITY AGENT (IF THE CASH
COVER IS TO BE PROVIDED FOR ALL THE LENDERS) OR WITH A LENDER (IF THE CASH COVER
IS TO BE PROVIDED FOR THAT LENDER);
(II)
UNTIL NO AMOUNT IS OR MAY BE OUTSTANDING UNDER THAT
LETTER OF CREDIT, WITHDRAWALS FROM THE ACCOUNT MAY ONLY BE MADE TO PAY A FINANCE
PARTY AMOUNTS DUE AND PAYABLE TO IT UNDER THIS AGREEMENT IN RESPECT OF THAT
LETTER OF CREDIT; AND
(III)
THE BORROWER HAS EXECUTED A SECURITY DOCUMENT OVER THAT
ACCOUNT, IN FORM AND SUBSTANCE SATISFACTORY TO THE FACILITY AGENT OR THE LENDER
WITH WHICH THAT ACCOUNT IS HELD, CREATING A FIRST RANKING SECURITY