FACILITY AGENT, THE SECURITY AGENT OR ANY
LENDER TO PERFORM ITS OBLIGATIONS UNDER PARAGRAPHS (A) OR (B) OF THIS
CLAUSE 19.24) SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT.
19.25
EXCHANGE NOTES.
(A)
THE BORROWER AND THE FACILITY AGENT (BOTH
ACTING REASONABLY) SHALL, AS PROMPTLY AS PRACTICABLE FOLLOWING THE DATE THAT IS
9 MONTHS FOLLOWING THE UTILISATION DATE AND IN ANY EVENT PRIOR TO THE INITIAL
MATURITY DATE, AGREE THE FORM OF AN INDENTURE RELATING TO THE EXCHANGE NOTES
(THE "EXCHANGE NOTE INDENTURE") HAVING TERMS AND CONDITIONS CONSISTENT WITH THE
DESCRIPTION OF EXCHANGE NOTES.
100
(B)
THE BORROWER AND EACH GUARANTOR SHALL, AS
PROMPTLY AS PRACTICABLE (FOLLOWING THE AGREEMENT UPON THE FORM THEREOF PURSUANT
TO PARAGRAPH (A) OF THIS CLAUSE 19.25) AFTER BEING REQUESTED TO DO SO BY THE
FACILITY AGENT AND IN ANY EVENT PRIOR TO THE INITIAL MATURITY DATE:
(I)
ENTER INTO THE EXCHANGE NOTE INDENTURE
WITH A TRUSTEE (THE "EXCHANGE NOTE TRUSTEE") ACCEPTABLE TO THE BORROWER AND THE
FACILITY AGENT; AND
(II)
CAUSE COUNSEL TO THE OBLIGORS TO DELIVER TO
THE EXCHANGE NOTES TRUSTEE AN EXECUTED LEGAL OPINION IN FORM AND SUBSTANCE
CUSTOMARY FOR A TRANSACTION OF THAT TYPE AND SATISFACTORY TO THE FACILITY AGENT
AND THE EXCHANGE NOTES TRUSTEE, EACH ACTING REASONABLY (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO DUE AUTHORIZATION, EXECUTION AND DELIVERY, VALIDITY
AND ENFORCEABILITY OF THE EXCHANGE DOCUMENTS).
(C)
IN CONNECTION WITH ANY ISSUANCE OF EXCHANGE
NOTES, THE BORROWER WILL EITHER PROVIDE FOR THE REGISTRATION IF SUCH EXCHANGE
NOTES FOR PUBLIC SALE OR (IF SUCH REGISTRATION IS NOT IMMEDIATELY AVAILABLE)
ENTER INTO A REGISTRATION RIGHTS AGREEMENT IN CUSTOMARY FORM (A "REGISTRATION
RIGHTS AGREEMENT") PROVIDING FOR EXCHANGE REGISTRATION RIGHTS AND SHELF
REGISTRATION RIGHTS.
(D)
IF AN EXCHANGE NOTE INDENTURE IS NOT
ENTERED INTO BY THE INITIAL MATURITY DATE, SUCH CIRCUMSTANCE (IF NOT
ATTRIBUTABLE TO THE FAILURE BY THE FACILITY AGENT TO PERFORM ITS OBLIGATIONS
UNDER PARAGRAPH (A) OF THIS CLAUSE 19.25) SHALL CONSTITUTE AN EVENT OF DEFAULT
UNDER THIS AGREEMENT.
20.
NEGATIVE UNDERTAKINGS
20.1
CONTENT TRANSACTION
(A)
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS AGREEMENT, NO CONTENT TRANSACTION SHALL BE RESTRICTED BY (NOR DEEMED TO
CONSTITUTE A UTILIZATION OF ANY OF THE PERMITTED EXCEPTIONS TO) ANY PROVISION OF
THIS AGREEMENT, NEITHER SHALL THE IMPLEMENTATION OF ANY CONTENT TRANSACTION
CONSTITUTE A BREACH OF ANY PROVISION OF ANY FINANCE DOCUMENT; PROVIDED THAT
(I)
THE CASH PROCEEDS OF ANY CONTENT
TRANSACTION ARE APPLIED IN ACCORDANCE WITH CLAUSE 8 (MANDATORY PREPAYMENT AND
CANCELLATION);
(II)
AFTER GIVING PRO FORMA EFFECT FOR SUCH
CONTENT TRANSACTION, THE GROUP AND THE BANK GROUP CONTINUE TO BE IN COMPLIANCE
WITH CLAUSE 18.2 (RATIOS); AND
(III)
AT THE TIME OF COMPLETION OF SUCH CONTENT
TRANSACTION, NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND NO EVENT OF
DEFAULT WOULD OCCUR AS A RESULT OF SUCH CONTENT TRANSACTION.
(B)
ANY JOINT VENTURE ESTABLISHED PURSUANT TO A
CONTENT TRANSACTION SHALL THEREAFTER NOT BE SUBJECT TO ANY RESTRICTIONS UNDER
THIS AGREEMENT.
20.2
NEGATIVE PLEDGE
The Ultimate Parent shall procure that no Senior Facilities Obligor or member