SHALL NOT CONSTITUTE A BREACH OF THIS PARAGRAPH (B) IF ANY
OBLIGOR IS PREVENTED BY ANY LEGAL OR CONTRACTUAL RESTRICTION FROM COMPLYING WITH
THE PROVISIONS OF SUB-PARAGRAPHS (I) AND (III) AND PROVIDED FURTHER THAT IN NO
EVENT SHALL THE OBLIGORS REPRESENT LESS THAN 90% OF THE CONSOLIDATED ANNUALISED
TCN GROUP NET OPERATING CASH FLOW.
(C)
A BREACH OF SUB-PARAGRAPH (B) SHALL NOT CONSTITUTE A DEFAULT IF:
(I)
ONE OR MORE MEMBERS OF THE TCN GROUP BECOME OBLIGORS IN
ACCORDANCE WITH CLAUSE 20.1 (ACCEDING GUARANTORS) WITHIN 5 BUSINESS DAYS OF THE
DELIVERY OF A COMPLIANCE CERTIFICATE BY TCN DEMONSTRATING THAT THE 95% SECURITY
TEST IS NOT SATISFIED; AND
(II)
THE FACILITY AGENT (ACTING REASONABLY) IS SATISFIED THAT THE 95%
SECURITY TEST WOULD HAVE BEEN SATISFIED ON THE RELEVANT QUARTER DATE IF SUCH
COMPLIANCE CERTIFICATE HAD
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BEEN PREPARED ON THE BASIS THAT SUCH MEMBERS OF THE TCN GROUP HAD BEEN OBLIGORS
AS AT THAT QUARTER DATE.
(D)
IN RELATION TO ANY PROVISION OF THIS AGREEMENT OR AFTER AN
INTEGRATED MERGER EVENT, ANY OTHER APPLICABLE INTERCREDITOR AGREEMENT WHICH
REQUIRES THE OBLIGORS OR ANY MEMBER OF THE TCN GROUP TO DELIVER A SECURITY
DOCUMENT FOR THE PURPOSES OF GRANTING ANY GUARANTEE OR SECURITY FOR THE BENEFIT
OF THE FINANCE PARTIES, THE SECURITY TRUSTEE AGREES TO EXECUTE AS SOON AS
REASONABLY PRACTICABLE, ANY SUCH GUARANTEE OR SECURITY DOCUMENT WHICH IS
PRESENTED TO IT FOR EXECUTION.
(E)
EACH OF THE FINANCE PARTIES HEREBY AGREES THAT IT WILL, UPON THE
REQUEST OF TCN MADE FOLLOWING DELIVERY OF THE WRITTEN NOTICE REFERRED TO IN
CLAUSE 18.19 (NOTICE OF INTEGRATED MERGER EVENT), AND/OR IN ANTICIPATION OF THE
INCURRENCE OF ANY TARGET GROUP REFINANCING INDEBTEDNESS OR POST MERGER TARGET
GROUP REFINANCING AFTER THE OCCURRENCE OF AN INTEGRATED MERGER EVENT EXECUTE
SUCH OTHER INTERCREDITOR ARRANGEMENTS OR OTHER DOCUMENTATION AS MAY REASONABLY
BE NECESSARY TO GIVE EFFECT TO SUCH INTEGRATED MERGER EVENT, PROVIDED THAT THE
PROVISIONS AFFECTING THE PRIORITY, RANKING, PERMITTED PAYMENTS AND PERMITTED
ENFORCEMENT BY THE FINANCE PARTIES SHALL BE ON SUBSTANTIALLY EQUIVALENT TERMS TO
THOSE OF THE PRINCIPAL INTERCREDITOR DEED, IT BEING UNDERSTOOD THAT THE TARGET
GROUP SENIOR INDEBTEDNESS (AS DEFINED IN THE PRINCIPAL INTERCREDITOR DEED) SHALL
RANK PARI PASSU WITH ALL OTHER SENIOR INDEBTEDNESS (AS DEFINED IN THE PRINCIPAL
INTERCREDITOR DEED).
(F)
EACH OF THE FINANCE PARTIES HEREBY AGREES THAT IT WILL, UPON THE
REQUEST OF TCN MADE UPON REASONABLE NOTICE PRIOR TO THE PROPOSED EFFECTIVE DATE
OF ANY SECOND LIEN REFINANCING, ACCEPT AN ACCESSION DEED BY WHICH PARTIES WILL
ACCEDE TO THE PRINCIPAL INTERCREDITOR DEED IN RELATION TO SUCH SECOND LIEN
REFINANCING.
TO THE EXTENT THAT ANY AMENDMENTS ARE REQUESTED BY ANY PERSON
PARTY TO SUCH AGREEMENT, EACH FINANCE PARTY AGREES TO NEGOTIATE SUCH AMENDMENTS
IN GOOD FAITH
(G)
AT ANY TIME AFTER AN EVENT OF DEFAULT HAS OCCURRED AND WHILST SUCH
EVENT OF DEFAULT IS CONTINUING, EACH OBLIGOR SHALL, AT ITS OWN EXPENSE, TAKE ANY
AND ALL ACTION AS THE SECURITY TRUSTEE MAY DEEM NECESSARY FOR THE PURPOSES OF
PERFECTING OR OTHERWISE PROTECTING THE LENDERS'