FACILITIES OBLIGORS, ON A BASIS THAT IS IN ACCORDANCE WITH THE PROVISIONS OF
CLAUSE 20.19 (SOLVENT LIQUIDATION),
(E)
SUCH AMALGAMATION, CONSOLIDATION OR MERGER
IS BY A SENIOR FACILITIES OBLIGOR (THE "ORIGINAL ENTITY") INTO ONE OR MORE
ENTITIES (EACH A "MERGED ENTITY"), PROVIDED THAT:
(I)
SUCH MERGED ENTITY IS A SENIOR FACILITIES
OBLIGOR AND IS LIABLE FOR THE OBLIGATIONS OF THE RELEVANT ORIGINAL ENTITY UNDER
THE SENIOR FACILITIES AGREEMENT AND THE SENIOR FACILITIES SECURITY WHICH REMAIN
UNAFFECTED THEREBY AND ENTITLED TO THE BENEFIT OF ALL THE RIGHTS OF SUCH
ORIGINAL ENTITY;
(II)
IF REQUIRED BY THE SENIOR FACILITY AGENT,
SUCH MERGED ENTITY HAS ENTERED INTO ONE OR MORE SENIOR FACILITIES SECURITY
DOCUMENTS WHICH PROVIDE SECURITY OVER THE SAME ASSETS OF AT LEAST AN EQUIVALENT
NATURE AND RANKING TO THE SECURITY PROVIDED BY THE RELEVANT ORIGINAL ENTITY
PURSUANT TO ANY SENIOR FACILITIES SECURITY ENTERED INTO BY THEM AND ANY
POSSIBILITY OF THE SECURITY REFERRED TO IN THIS PARAGRAPH OR PARAGRAPH
(III) BELOW BEING CHALLENGED OR SET ASIDE IS NOT GREATER THAN ANY SUCH
POSSIBILITY IN RELATION TO THE SENIOR FACILITIES SECURITY ENTERED INTO BY OR IN
RESPECT OF THE SHARE CAPITAL OF ANY RELEVANT ORIGINAL ENTITY;
(III)
(IF ALL OR ANY PART OF THE SHARE CAPITAL OF THE
RELEVANT ORIGINAL ENTITY WAS CHARGED PURSUANT TO ONE OR MORE SENIOR FACILITIES
SECURITY DOCUMENTS) THE EQUIVALENT PART OF THE ISSUED SHARE CAPITAL OF SUCH
MERGED ENTITY IS CHARGED PURSUANT TO SENIOR FACILITIES SECURITY ON TERMS OF AT
LEAST AN EQUIVALENT NATURE AND RANKING AS THE SENIOR FACILITIES SECURITY
RELATING TO THE SHARES IN THE RELEVANT ORIGINAL ENTITY; AND
(IV)
THE FACILITY AGENT IS SATISFIED (ACTING
REASONABLY) THAT ALL THE PROPERTY AND OTHER ASSETS OF THE RELEVANT ORIGINAL
ENTITY ARE VESTED IN THE MERGED ENTITY AND THAT THE MERGED ENTITY HAS ASSUMED
ALL THE RIGHTS AND OBLIGATIONS OF THE RELEVANT ORIGINAL ENTITY UNDER ALL
MATERIAL NECESSARY AUTHORISATIONS; AND
(F)
TRANSACTIONS THAT ARE EXPRESSLY
CONTEMPLATED BY THE STEPS PAPER,
provided that in the case of paragraphs (a), (b), (c) and (e) only, no later
than 10 Business Days prior to the proposed amalgamation, consolidation or
merger a duly authorised officer of the Company shall have delivered to the
Facility Agent (in form and substance satisfactory to the Facility Agent, acting
reasonably) a certificate verifying compliance with the relevant matters set out
in such paragraph and to the extent deemed necessary, the Facility Agent shall
have received appropriate advice from counsel in any relevant jurisdiction that
such amalgamation, consolidation or merger (1) will not result in the breach of
any applicable law or regulation in any material respect and (2) in the case of
an amalgamation, consolidation or merger involving a Senior Facilities Obligor,
will not have a materially adverse impact upon any of the obligations owed by
such Senior Facilities Obligor to the Senior Facilities Finance Parties or upon
the Senior Facilities Security granted by such Senior Facilities Obligor under
any Senior Facilities Security Document.
114
20.9
JOINT VENTURES
The Ultimate Parent shall procure that