ACCOUNTS AND CASH, PROVIDED THAT:
(I)
ANY SHARES HELD BY THE PARENT IN THE
COMPANY, OR ANY INTERGROUP CREDIT BALANCES OWED TO THE PARENT BY A SENIOR
FACILITIES OBLIGOR SHALL BE:
(A)
subject to Senior Facilities Security and
Security; and
(B)
to the extent applicable, subject to the
provisions of the HYD Intercreditor Agreement or the Group Intercreditor
Agreement; and
(II)
ANY SHARES HELD BY A MEMBER OF THE BRIDGE
GROUP IN AN OBLIGOR SHALL BE SUBJECT TO SECURITY; AND
(III)
ANY OBLIGATIONS IN RESPECT OF INTERGROUP CREDIT
BALANCES OWED TO A MEMBER OF THE GROUP BY AN OBLIGOR SHALL BE EXPRESSLY
SUBORDINATED FOR THE BENEFIT OF THE FINANCE PARTIES TO THE PRIOR PAYMENT IN FULL
OF ALL SUMS PAYABLE BY SUCH OBLIGOR UNDER EACH OF THE FINANCE DOCUMENTS ON TERMS
SATISFACTORY TO THE FACILITY AGENT, ACTING REASONABLY;
(C)
ANY RIGHTS AND LIABILITIES ARISING UNDER
THE FINANCE DOCUMENTS, THE SENIOR FACILITIES FINANCE DOCUMENTS, THE EXISTING
HIGH YIELD NOTES, THE NEW HIGH YIELD NOTES, ANY HIGH YIELD REFINANCING AND THE
MERGER DOCUMENTS.
(D)
HAVING RIGHTS AND LIABILITIES UNDER ANY
HEDGING ARRANGEMENTS WHICH ARE ENTERED INTO BY IT
PURSUANT TO CLAUSE 19.9
(HEDGING) OF THIS AGREEMENT;
(E)
INCURRING LIABILITIES FOR OR IN CONNECTION
WITH TAXES OR ARISING BY OPERATION OF LAW;
(F)
IN RESPECT OF ANY SERVICE CONTRACTS FOR
ANY DIRECTORS OR EMPLOYEES OF THAT MEMBER OF THE BRIDGE GROUP OR THE PARENT
ENTERED INTO ON ARM'S LENGTH TERMS;
(G)
IN RESPECT OF ACTIVITIES CARRIED ON AS AT
THE DATE OF THIS AGREEMENT BY MEMBERS OF THE BRIDGE GROUP PROVIDED THAT SUCH
ACTIVITIES (A) ARE NOT CARRIED ON BY ANY PARENT ENTITY, (B) DO NOT GIVE RISE TO
ANY MATERIAL LIABILITY THAT IS RECOURSE TO ANY PARENT ENTITY AND (C) ARE NOT
MATERIAL IN THE CONTEXT OF THE BRIDGE GROUP TAKEN AS A WHOLE (AND FOR THE
PURPOSES OF THIS SUB-PARAGRAPH (I) "PARENT ENTITY" MEANS ANY MEMBER OF THE
BRIDGE GROUP OF WHICH ANY SENIOR FACILITIES OBLIGOR IS A DIRECT OR INDIRECT
SUBSIDIARY);
(H)
IN RESPECT OF ANY PARENT DEBT PERMITTED
PURSUANT TO CLAUSE 20.18 (PARENT DEBT); AND
(I)
IN RESPECT OF TRANSACTIONS THAT ARE
EXPRESSLY CONTEMPLATED BY THE STEPS PAPER.
20.17
NO AMENDMENTS
(A)
NO OBLIGOR SHALL (AND THE ULTIMATE PARENT
SHALL PROCURE THAT NO MEMBER OF THE BRIDGE GROUP OR THE BANK GROUP SHALL) AMEND
(I) THE TAX COOPERATION AGREEMENT (TO THE EXTENT IT IS A PARTY THERETO) OR
(II) ITS CONSTITUTIONAL DOCUMENTS, IN EACH CASE IN A MANNER WHICH COULD
REASONABLY BE
119
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OTHER THAN WITH THE PRIOR WRITTEN
CONSENT OF AN INSTRUCTING GROUP OR WHERE REQUIRED BY LAW (PROVIDED THAT, IN THE
CASE OF THE LATTER, SUCH AMENDMENT COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT);
(B)
THE ULTIMATE PARENT SHALL PROCURE THAT
EXCEPT AS PERMITTED BY THE HYD INTERCREDITOR AGREEMENT AND THE GROUP
INTERCREDITOR AGREEMENT, NO AMENDMENT IS MADE TO:
(I)
ANY NEW HIGH YIELD NOTES; OR
(II)
THE EXISTING HIGH YIELD NOTES,
in each case,