OF THE TERMINATION DATE;
(G)
ANY REDUCTION TO THE PERCENTAGE SET FORTH IN THE DEFINITION OF
INSTRUCTING GROUP; OR
(H)
A CHANGE TO CLAUSE 37.4 (GUARANTEES AND SECURITY) OR ANY PROVISION
WHICH CONTEMPLATES THE NEED FOR THE CONSENT OR APPROVAL OF ALL THE LENDERS.
37.3
TECHNICAL AMENDMENTS
Notwithstanding Clause 37.1 (Amendments), the Facility Agent may determine
administrative matters and make technical amendments arising out of manifest
errors on the face of any Finance Document, where such amendments would not
prejudice or otherwise be adverse to the position of any Lender, without further
reference to the Lenders.
37.4
GUARANTEES AND SECURITY
A waiver of issuance or the release of all or substantially all of the
Guarantors from any of their respective obligations under Clause 23 (Guarantee
and Indemnity) or a release of all or substantially all of the 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 affected Lenders
whose Available Commitments plus Outstandings (as appropriate) amount in
aggregate to more than 90 per cent. of the Available Facility or aggregate
Outstandings (as appropriate).
37.5
RELEASE OF GUARANTEES AND SECURITY
(A)
SUBJECT TO PARAGRAPH (B) BELOW, AT THE TIME OF COMPLETION OF ANY
DISPOSAL BY ANY OBLIGOR OF ANY SHARES, ASSETS OR REVENUES THE SECURITY TRUSTEE
SHALL (AND IT IS HEREBY AUTHORISED BY THE OTHER FINANCE PARTIES TO) AT THE
REQUEST OF AND COST OF TCN, EXECUTE 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 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 19.6 (DISPOSALS) OR
OTHERWISE WITH THE CONSENT OF AN INSTRUCTING GROUP;
137
(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 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