do so could reasonably be expected to have a
Material Adverse Effect.
(B)
EACH OBLIGOR SHALL (AND TCN SHALL PROCURE THAT EACH MEMBER OF THE
TCN GROUP SHALL) PROMPTLY NOTIFY THE FACILITY AGENT OF ANY ENVIRONMENTAL CLAIM
(TO THE BEST OF SUCH OBLIGOR'S OR MEMBER OF THE TCN GROUP'S KNOWLEDGE AND
BELIEF) PENDING OR THREATENED AGAINST IT WHICH, IF SUBSTANTIATED, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
87
(C)
NO OBLIGOR SHALL (AND TCN SHALL PROCURE THAT NO MEMBER OF THE TCN
GROUP SHALL) PERMIT OR ALLOW TO OCCUR ANY DISCHARGE, RELEASE, LEAK, MIGRATION OR
OTHER ESCAPE OF ANY HAZARDOUS SUBSTANCE INTO THE ENVIRONMENT ON, UNDER OR FROM
ANY PROPERTY OWNED, LEASED, OCCUPIED OR CONTROLLED BY IT, WHERE SUCH DISCHARGE,
RELEASE, LEAK, MIGRATION OR ESCAPE COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
18.12
FURTHER ASSURANCE
(A)
EACH OBLIGOR SHALL (AND TCN SHALL PROCURE THAT EACH MEMBER OF THE
TCN GROUP SHALL) AT ITS OWN EXPENSE, PROMPTLY TAKE ALL SUCH REASONABLE ACTION AS
THE FACILITY AGENT OR THE SECURITY TRUSTEE MAY REQUIRE FOR THE PURPOSE OF
COMPLYING WITH THE PROVISIONS OF PARAGRAPH (B) AND FOR THE REGISTRATION OR
FILING OF ANY SECURITY DOCUMENTS DELIVERED PURSUANT THERETO WITH ALL APPROPRIATE
AUTHORITIES TO THE EXTENT NECESSARY FOR THE PURPOSES OF PERFECTING THE SECURITY
CREATED THEREUNDER.
(B)
TCN SHALL:
(I)
SUBJECT TO THE PROVISO BELOW AND EXCEPT AS OTHERWISE PROVIDED IN
THIS CLAUSE 18.12, PROCURE THAT THE 95% SECURITY TEST IS SATISFIED, ON EACH
QUARTER DATE DURING THE TERM OF THE FACILITY WHERE SUCH PERCENTAGE IS CALCULATED
BY REFERENCE TO THE QUARTERLY FINANCIAL INFORMATION RELATING TO THE TCN GROUP
MOST RECENTLY DELIVERED PURSUANT TO CLAUSE 16.1 (FINANCIAL STATEMENTS) AND
CERTIFIED IN THE RELEVANT COMPLIANCE CERTIFICATE ACCOMPANYING THE SAME;
(II)
PROCURE THAT IN RELATION TO ANY MEMBER OF THE TCN GROUP WHICH
BECOMES AN OBLIGOR FOR THE PURPOSES OF ENSURING COMPLIANCE WITH SUB-PARAGRAPH
(I) ABOVE, EACH INTERMEDIATE HOLDING COMPANY OF SUCH MEMBER OF THE TCN GROUP
WITHIN THE TCN GROUP SHALL ALSO BECOME AN OBLIGOR HEREUNDER; AND
(III)
PROCURE THAT EACH OBLIGOR WHICH IS OR BECOMES A PARTY TO THIS
AGREEMENT IN SUCH CAPACITY UNDER SUB-PARAGRAPH (I) ABOVE SHALL HAVE DELIVERED TO
THE SECURITY TRUSTEE, ONE OR MORE SECURITY DOCUMENTS GRANTING SECURITY OVER ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS OTHER THAN ANY SHARES IN, RECEIVABLES OWED BY
OR ANY OTHER INTEREST IN ANY EXCLUDED SUBSIDIARY OR PROJECT COMPANY OR ANY OTHER
ASSET WHICH IS OF A TYPE EXCLUDED FROM EXISTING CORRESPONDING SECURITY DOCUMENTS
OR HAS BEEN EXCLUDED FOR THE REASONS PROVIDED IN PARAGRAPH (C) OF MERGER EVENT
CONDITIONS, OR WHICH THE SECURITY TRUSTEE AGREES MAY BE EXCLUDED FROM THE
SECURITY GRANTED UNDER THE SECURITY DOCUMENTS (PROVIDED THAT THE SECURITY
TRUSTEE SHALL NOT AGREE TO EXCLUDE ANY ASSET OF AN OBLIGOR FROM THE SECURITY
WHERE THE NET BOOK VALUE OF SUCH ASSET EXCEEDS £3,000,000 (OR ITS EQUIVALENT IN
OTHER CURRENCIES) WITHOUT THE PRIOR CONSENT OF AN INSTRUCTING GROUP (NOT TO BE
UNREASONABLY WITHHELD OR DELAYED)),
PROVIDED THAT IT