HYD Intercreditor Agreement); or
(C)
for the purpose of making payments in respect
of any similar amounts to the indenture trustee in respect of any High Yield
Refinancing;
(IV)
PROVIDED THAT NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR IS LIKELY TO OCCUR AS A RESULT THEREOF, TO THE
EXTENT REQUIRED TO FUND PERMITTED PAYMENTS;
(V)
AT ANY TIME AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT, TO THE EXTENT REQUIRED TO FUND PERMITTED PAYMENTS NOT
OTHERWISE PROHIBITED BY THE HYD INTERCREDITOR AGREEMENT AND THE GROUP
INTERCREDITOR AGREEMENT;
(VI)
TO THE EXTENT SUCH REDEMPTION, REPURCHASE,
DEFEASANCE, RETIREMENT OR REPAYMENT IS IN RESPECT OF A NOMINAL AMOUNT; OR
(VII)
PAYMENTS OR DISTRIBUTIONS MADE DIRECTLY OR BY
MEANS OF DISCOUNTS WITH RESPECT TO ANY PARTICIPATION INTEREST ISSUED OR SOLD IN
CONNECTION WITH, AND OTHER FEES PAID TO A
PERSON OR ENTITY THAT IS NOT A MEMBER
OF THE BANK GROUP IN CONNECTION WITH, AN ASSET SECURITISATION PROGRAMME OR
RECEIVABLES FACTORING TRANSACTION OTHERWISE PERMITTED BY CLAUSE 25.6(I) OF THIS
AGREEMENT.
The Lenders hereby consent to any transaction or matter to the extent expressly
permitted under paragraphs (i) to (vii) above.
153
25.6
DISPOSALS
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, either in a
single transaction or in a series of related transactions, sell, transfer, lease
or otherwise dispose of any shares in any of its Subsidiaries or all or any part
of its revenues, assets, other shares, business or undertakings other than in
the ordinary course of business or trading (which, for the avoidance of doubt,
includes mast sharing arrangements) and other than:
(A)
ANY PAYMENT REQUIRED TO BE MADE UNDER THE
FINANCE DOCUMENTS (INCLUDING ANY PAYMENT REQUIRED TO BE MADE UNDER ANY
ALTERNATIVE BASEBALL FINANCING);
(B)
THE DISPOSAL OF OBSOLETE OR SURPLUS ASSETS
NO LONGER REQUIRED FOR THE EFFICIENT OPERATION OF THE GROUP BUSINESS, ON ARMS'
LENGTH COMMERCIAL TERMS;
(C)
DISPOSALS OF CASH, THE LENDING OR REPAYMENT
OF CASH OR THE DISPOSAL OF CASH EQUIVALENT INVESTMENTS OR MARKETABLE SECURITIES,
ON ARMS' LENGTH COMMERCIAL TERMS WHERE THE SAME IS NOT OTHERWISE RESTRICTED BY
THE TERMS OF THE FINANCE DOCUMENTS;
(D)
BY AN OBLIGOR TO ANOTHER OBLIGOR, PROVIDED
THAT IF SUCH ASSETS ARE SUBJECT TO EXISTING SECURITY THEY REMAIN SO OR WILL BE
MADE SUBJECT TO SECURITY (IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR TO THE
EXISTING SECURITY OR OTHERWISE IN SUCH FORM AND SUBSTANCE AS MAY REASONABLY BE
REQUIRED BY THE FACILITY AGENT) WITHIN 10 BUSINESS DAYS OF SUCH DISPOSAL;
(E)
DISPOSALS BY A MEMBER OF THE BANK GROUP
WHICH IS NOT AN OBLIGOR TO ANOTHER MEMBER OF THE GROUP;
(F)
DISPOSALS OF ASSETS ON ARMS' LENGTH
COMMERCIAL TERMS WHERE THE CASH PROCEEDS OF SUCH DISPOSAL ARE REINVESTED WITHIN
12 MONTHS OF THE DATE OF THE RELEVANT DISPOSAL IN THE PURCHASE OF REPLACEMENT
ASSETS BY A MEMBER OF THE BANK GROUP, PROVIDED THAT WHERE THE RELEVANT MEMBER OF
THE BANK GROUP THAT HAS