PAYMENTS OR ASSETS DISTRIBUTED AS A RESULT OF SUCH SOLVENT
LIQUIDATION, DISSOLUTION OR OTHER REORGANISATION ARE DISTRIBUTED TO OTHER
MEMBERS OF THE BANK GROUP.
25.19
ERISA
Neither any Obligor nor any ERISA Affiliate shall maintain or contribute to (or
have an obligation to contribute to) a Plan subject to Title IV or Section 302
of ERISA and/or Section 412 of the Code or to a Multiemployer Plan which could
reasonably be expected to give rise to a Material Adverse Effect with respect to
any Obligor or any Relevant Finance Party.
25.20
UNDERTAKINGS IN RESPECT OF THE GROUP INTERCREDITOR AGREEMENT
The Company shall not, without the consent of the Facility Agent (acting on the
instructions of an Instructing Group), (i) designate any liabilities, other than
any Senior Secured Notes or any other Financial Indebtedness permitted to be
(A) incurred under Clause 25.4 (Financial Indebtedness) and (B) secured pursuant
to Clause 25.2 (Negative Pledge), as "New Senior Liabilities" under the Group
Intercreditor Agreement, (ii) designate any agreement as a "Designated
Refinancing Facilities Agreement" under the Group Intercreditor Agreement other
than this Agreement, or (iii) designate any person other than Intermediate
Holdco as an "Additional High Yield Guarantor" under the HYD Intercreditor
Agreement.
To the extent permitted by the HYD Intercreditor Agreement, the
Company shall designate any Financial Indebtedness of the Bank Group that
represents "Senior Liabilities" under the HYD
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Intercreditor Agreement, as "Designated Senior Liabilities" under the HYD
Intercreditor Agreement.
26.
ACCEDING GROUP COMPANIES
26.1
ACCEDING BORROWERS
(A)
SUBJECT TO PARAGRAPH (B) BELOW, THE COMPANY MAY, UPON NOT LESS THAN
5 BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE FACILITY AGENT, REQUEST THAT ANY
MEMBER OF THE BANK GROUP BECOMES AN ACCEDING BORROWER UNDER THIS AGREEMENT.
(B)
SUCH MEMBER OF THE BANK GROUP MAY BECOME AN ACCEDING BORROWER TO A
FACILITY IF:
(I)
IT IS INCORPORATED IN THE UNITED KINGDOM OR IN THE SAME
JURISDICTION AS AN EXISTING BORROWER FOR THAT FACILITY OR (IF IT IS NOT
INCORPORATED IN THE UNITED KINGDOM) AN INSTRUCTING GROUP HAS APPROVED THE
ADDITION OF THAT MEMBER OF THE BANK GROUP AS AN ACCEDING BORROWER;
(II)
THE COMPANY DELIVERS TO THE FACILITY AGENT A DULY COMPLETED AND
EXECUTED ACCESSION NOTICE PURSUANT TO WHICH IT AGREES TO BECOME A PARTY TO THIS
AGREEMENT AS AN ACCEDING BORROWER AND (SUBJECT TO ANY PROVISION OF LAW
PROHIBITING THE SAME) AN ACCEDING GUARANTOR;
(III)
THE COMPANY CONFIRMS THAT NO EVENT OF DEFAULT IS CONTINUING OR
WOULD OCCUR AS A RESULT OF THAT MEMBER OF THE BANK GROUP BECOMING AN ACCEDING
BORROWER AND (IF APPLICABLE) AN ACCEDING GUARANTOR; AND
(IV)
THE FACILITY AGENT HAS RECEIVED ALL OF THE DOCUMENTS AND OTHER
EVIDENCE LISTED IN PART 4 OF SCHEDULE 5 (ACCESSION DOCUMENTS) IN RELATION TO
THAT MEMBER OF THE BANK GROUP, EACH IN FORM AND SUBSTANCE SATISFACTORY TO THE
FACILITY AGENT, ACTING REASONABLY.
(C)
THE FACILITY AGENT SHALL NOTIFY THE COMPANY AND THE LENDERS PROMPTLY
UPON BEING SATISFIED THAT THE CONDITIONS SPECIFIED IN PARAGRAPH (B) ABOVE HAVE
BEEN SATISFIED.
26.2
ACCEDING GUARANTORS