HAS NOT CRYSTALLISED; AND
(II)
RELEASE ANY PERSON WHICH AS A RESULT OF THAT
DISPOSAL, CEASES TO BE THE PARENT OR ANY OBLIGOR, FROM ANY GUARANTEE, INDEMNITY
OR SECURITY DOCUMENT TO WHICH IT IS A PARTY AND ITS OTHER OBLIGATIONS UNDER ANY
OTHER RELEVANT 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 IF
(I)
THE DISPOSAL IS PERMITTED UNDER CLAUSE 25.6
(DISPOSALS) OR OTHERWISE WITH THE CONSENT OF AN INSTRUCTING GROUP; AND
(II)
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 AT ANY TIME THE OBLIGORS AT THE RELEVANT TIME
REPRESENT A PERCENTAGE WHICH IS GREATER THAN THAT REQUIRED TO SATISFY THE 80%
SECURITY TEST AND THE COMPANY PROVIDES A CERTIFICATE TO THE FACILITY AGENT
CERTIFYING THAT UPON THE RELEASE OF ONE OR MORE SPECIFIED OBLIGORS FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT THE 80% SECURITY TEST WOULD CONTINUE TO BE
SATISFIED, THE SECURITY TRUSTEE SHALL (AND IT IS HEREBY AUTHORISED BY THE OTHER
RELEVANT FINANCE PARTIES TO) AT THE REQUEST AND COST OF THE COMPANY, EXECUTE
SUCH DOCUMENTS AS MAY BE REQUIRED TO RELEASE SUCH SPECIFIED OBLIGORS FROM ANY
GUARANTEES, INDEMNITIES AND/OR SECURITY DOCUMENTS TO WHICH IT IS A PARTY AND TO
RELEASE IT FROM ITS OTHER OBLIGATIONS UNDER ANY RELEVANT FINANCE DOCUMENT.
ANY
OBLIGOR, WHOSE ASSETS ARE TO BE RELEASED BY THIS PARAGRAPH (C) OR ANY OTHER
PROVISION OF THIS AGREEMENT OR THE RELEVANT FINANCE DOCUMENTS AND WHO AS A
RESULT WILL NOT HAVE GRANTED SECURITY OVER ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS FOR THE BENEFIT OF THE RELEVANT FINANCE PARTIES, SHALL, FOR PURPOSES OF
THE DETERMINATION OF THE 80% SECURITY TEST, NOT BE TREATED AS AN OBLIGOR FOR THE
CALCULATION IN THE PRECEDING SENTENCE AND ON A GOING FORWARD BASIS. THE RELEASE
PROVISIONS OF THIS PARAGRAPH (C) SHALL NOT PERMIT ANY RELEASE OF ANY GUARANTEES
OR SECURITY IN FAVOUR OF THE RELEVANT FINANCE PARTIES, IN EACH CASE, OF THE
PARENT, THE COMPANY, NEW INTERMEDIATE HOLDCO AND ANY BORROWER (OTHER THAN THE
COMPANY) FOR AS LONG AS SUCH ENTITY IS A BORROWER.
(D)
THE SECURITY TRUSTEE SHALL (AND IT IS HEREBY
AUTHORISED BY THE OTHER RELEVANT FINANCE PARTIES TO) AT THE COST OF THE RELEVANT
OBLIGOR, EXECUTE SUCH DOCUMENTS AS MAY BE REQUIRED OR DESIRABLE TO EFFECT ANY
RELEASE (I) PERMITTED UNDER CLAUSE 10.2 (RELEASES)
202
AND CLAUSE 10.3 (RELEASE OF OBLIGORS), IN EACH CASE, OF THE SECURITY TRUST
AGREEMENT, (II) TO WHICH A PRIOR WRITTEN CONSENT OF THE RELEVANT LENDERS HAS
BEEN GRANTED IN ACCORDANCE WITH