SUCH DOCUMENTS AS MAY BE REQUIRED TO:
(I)
RELEASE THOSE SHARES, ASSETS OR REVENUES
FROM SECURITY CONSTITUTED BY ANY RELEVANT SECURITY DOCUMENT OR CERTIFY THAT ANY
FLOATING CHARGE CONSTITUTED BY ANY RELEVANT SECURITY DOCUMENTS OVER SUCH ASSETS,
REVENUES OR RIGHTS HAS NOT CRYSTALLISED; AND
(II)
RELEASE ANY PERSON WHICH AS A RESULT OF THAT
DISPOSAL, CEASES TO BE THE PARENT OR 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 OR TO DELIVER A
CERTIFICATE OF NON-CRYSTALLISATION ON ACCOUNT OF A DISPOSAL AS DESCRIBED IN THAT
PARAGRAPH DESCRIBED IN THAT PARAGRAPH IF:
(I)
THE DISPOSAL IS PERMITTED UNDER
CLAUSE 25.6 (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 FACILITIES) THE FACILITY AGENT
HAS RECEIVED (OR IS SATISFIED, ACTING REASONABLY, THAT IT WILL 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.
(C)
IF AT ANY TIME, A COMPLIANCE CERTIFICATE
DELIVERED PURSUANT TO CLAUSE 22.5(A) (COMPLIANCE CERTIFICATES) SHOWS THAT THE
OBLIGORS UNDER THIS AGREEMENT AT THE
207
relevant time represent a percentage which is greater than that required to
satisfy the 80% Security Test and the Company is able, at such time, to
demonstrate to the satisfaction of the Facility Agent (acting reasonably) that
upon the release of one or more specified Obligors from its obligations under
this Agreement the 80% Security Test would continue to be satisfied, the
Security Trustee shall (and it is hereby authorised by the other Finance Parties
to) at the request and cost of the Company, execute such documents as may be
required to release such specified Obligors from any guarantees, indemnities and
Security Documents to which it is a party and to release it from its other
obligations under any Finance Document.
(D)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS CLAUSE , IN THE EVENT THAT THE COMPANY ELECTS TO RAISE OR INCUR ANY STAND
ALONE BASEBALL FINANCING IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT,
AND IMMEDIATELY PRIOR TO SUCH RAISING OR INCURRENCE, ANY MEMBER OF THE BASEBALL
GROUP HAS GRANTED ANY GUARANTEE AND/OR SECURITY IN RESPECT OF THE FACILITIES,
SUCH MEMBER OF THE BASEBALL GROUP SHALL BE RELEASED FROM ANY SUCH GUARANTEE
AND/OR SECURITY IMMEDIATELY PRIOR TO SUCH RAISING OR INCURRENCE, OR IN THE EVENT
THAT THE PROCEEDS OF SUCH STAND ALONE BASEBALL FINANCING ARE BEING USED TO
PREPAY