minor or technical nature or is to correct a
manifest error. Any such modification shall be made on such terms as the
Facility Agent may determine, shall be binding upon the Lenders, and shall be
notified by the Borrower to the Lenders as soon as practicable thereafter.
38.4
GUARANTEES AND SECURITY
A waiver of issuance or the release of any Guarantor from any of its obligations
under Clause 24 (Guarantee and Indemnity) or a release of any Security under the
Security Documents, in each case, other than in accordance with the terms of any
Finance Document shall require the prior written consent of Lenders whose
Available Commitments plus Outstandings amount in aggregate to more than 90 per
cent. of the Available Facility plus aggregate Outstandings.
38.5
RELEASE OF GUARANTEES AND SECURITY
(A)
SUBJECT TO PARAGRAPH (B) BELOW, AT THE TIME
OF COMPLETION OF ANY DISPOSAL BY THE PARENT OR ANY OBLIGOR OF ANY SHARES, THE
SECURITY TRUSTEE SHALL (AND IT IS HEREBY AUTHORISED BY THE OTHER FINANCE PARTIES
TO) AT THE REQUEST OF AND COST OF THE RELEVANT OBLIGOR, EXECUTE SUCH DOCUMENTS
AS MAY BE REQUIRED TO:
(I)
RELEASE THOSE SHARES FROM SECURITY
CONSTITUTED BY ANY RELEVANT SECURITY DOCUMENT; AND
(II)
RELEASE ANY PERSON WHICH AS A RESULT OF THAT
DISPOSAL, CEASES TO BE ANY OBLIGOR, FROM ANY GUARANTEE, INDEMNITY OR SECURITY
DOCUMENT TO WHICH IT IS A PARTY AND ITS OTHER OBLIGATIONS UNDER ANY OTHER
FINANCE DOCUMENT.
(B)
THE SECURITY TRUSTEE SHALL ONLY BE REQUIRED
UNDER PARAGRAPH (A) ABOVE TO GRANT THE RELEASE OF ANY SECURITY ON ACCOUNT OF A
DISPOSAL AS DESCRIBED IN THAT PARAGRAPH DESCRIBED IN THAT PARAGRAPH IF:
(I)
THE DISPOSAL IS PERMITTED UNDER CLAUSE
20.6 (DISPOSALS) OR OTHERWISE WITH THE CONSENT OF AN INSTRUCTING GROUP;
(II)
(TO THE EXTENT THAT ANY PROCEEDS OF THAT
DISPOSAL ARE TO BE APPLIED IN REPAYMENT OF THE FACILITY) THE FACILITY AGENT HAS
RECEIVED (OR IS SATISFIED, ACTING REASONABLY, THAT IT WILL
153
RECEIVE IMMEDIATELY FOLLOWING THE DISPOSAL) THE APPROPRIATE AMOUNT OF THOSE
PROCEEDS; AND
(III)
(TO THE EXTENT THAT THE DISPOSAL IS TO BE IN
EXCHANGE FOR REPLACEMENT ASSETS) THE SECURITY TRUSTEE HAS EITHER RECEIVED (OR IS
SATISFIED, ACTING REASONABLY, THAT IT WILL RECEIVE IMMEDIATELY FOLLOWING THE
DISPOSAL) ONE OR MORE DULY EXECUTED SECURITY DOCUMENTS GRANTING SECURITY OVER
THOSE REPLACEMENT ASSETS OR IS SATISFIED, ACTING REASONABLY, THAT THE
REPLACEMENT ASSETS WILL BE SUBJECT TO SECURITY PURSUANT TO ANY EXISTING SECURITY
DOCUMENTS.
38.6
AMENDMENTS AFFECTING THE FACILITY AGENT
Notwithstanding any other provision of this Agreement, the Facility Agent shall
not be obliged to agree to any amendment, consent
or waiver if the same would:
(A)
AMEND OR WAIVE ANY PROVISION OF CLAUSE 25
(AGENTS), CLAUSE 33 (COSTS AND EXPENSES) OR THIS CLAUSE 38; OR
(B)
OTHERWISE AMEND OR WAIVE ANY OF THE
FACILITY AGENT'S RIGHTS UNDER THIS AGREEMENT OR SUBJECT THE FACILITY AGENT TO
ANY ADDITIONAL OBLIGATIONS UNDER THIS AGREEMENT.
38.7
CALCULATION OF CONSENT
Where a request for a waiver of, or an amendment to, any provision of any