LETTER OF
CREDIT OR SIMILAR FACILITY ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OF
THE TCN GROUP;
(N)
OVER THE ASSETS AND UNDERTAKINGS OF ANY MEMBERS OF THE TCN GROUP
WHICH SECURES TARGET GROUP FINANCIAL INDEBTEDNESS AND/OR TARGET GROUP
REFINANCING INDEBTEDNESS AS AT CLOSE OF BUSINESS ON THE EFFECTIVE DATE OF THE
INTEGRATED MERGER EVENT UP TO AN AGGREGATE PRINCIPAL AMOUNT OF £2,425,000,000
(OR ITS EQUIVALENT IN OTHER CURRENCIES) OR WHICH SECURES FINANCIAL INDEBTEDNESS
CONSTITUTING A POST MERGER TARGET GROUP REFINANCING AND WHICH, IN EACH CASE,
RANKS ON A PARI PASSU BASIS WITH THE FACILITIES;
(O)
SECURING ANY SECOND LIEN REFINANCING; OR
(P)
SECURING FINANCIAL INDEBTEDNESS THE PRINCIPAL AMOUNT OF WHICH
(WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF ANY OTHER FINANCIAL INDEBTEDNESS
WHICH HAS THE BENEFIT OF AN ENCUMBRANCE OTHER THAN AS PERMITTED PURSUANT TO
PARAGRAPHS (A) TO (O) ABOVE) DOES NOT EXCEED £125,000,000 (OR ITS EQUIVALENT IN
OTHER CURRENCIES), WHICH MAY BE SECURED:
(I)
ON ASSETS NOT SUBJECT TO THE SECURITY; AND/OR
(II)
OVER ASSETS SUBJECT TO THE SECURITY ON A BASIS RANKING JUNIOR TO
THE SECURITY, PROVIDED THAT SUCH JUNIOR RANKING SECURITY SHALL BE GRANTED ON
TERMS NO MORE FAVOURABLE TO THE BENEFICIARIES THEREOF THAN THAT GRANTED UNDER
THE SECOND LIEN FACILITY AGREEMENT (OR IF THE SECOND LIEN FACILITY AND ANY
SECOND LIEN REFINANCING HAVE BEEN REPAID OR REFINANCED IN FULL ON OTHER THAN A
SECOND SECURED BASIS, ON TERMS NO MORE FAVOURABLE TO THE BENEFICIARIES THEREOF
THAN THAT GRANTED UNDER THIS AGREEMENT) OR WHERE THE RIGHTS OF THE RELEVANT
MORTGAGEE, CHARGEE OR OTHER BENEFICIARY OF SUCH SECURITY IN RESPECT OF ANY
PAYMENT WILL BE SUBORDINATED TO THE RIGHTS OF THE FINANCE PARTIES UNDER THE
PRINCIPAL INTERCREDITOR DEED, ANY TGD INTERCREDITOR AGREEMENT, THE PARI PASSU
INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR ARRANGEMENT WHICH IS EITHER:
(A)
ON TERMS SATISFACTORY TO THE FINANCE PARTIES; OR
(B)
ON TERMS WHERE THE RELEVANT MORTGAGEE, CHARGEE OR OTHER BENEFICIARY
OF SUCH SECURITY SHALL NOT BE ENTITLED TO EXERCISE ANY VOTING RIGHTS (OR SHALL
TRANSFER ANY VOTING RIGHTS TO WHICH IT MAY BE ENTITLED (WHETHER SUCH VOTING
RIGHTS ARE GRANTED BY CONTRACT OR APPLICABLE LAW) TO THE SECURITY TRUSTEE),
SHALL AGREE TO TURNOVER ANY MONIES IT RECEIVES IN RESPECT OF SUCH SECURITY,
SHALL NOT ENFORCE ANY RIGHTS TO WHICH IT MAY BE ENTITLED IN RESPECT OF THE
FINANCIAL INDEBTEDNESS SECURED BY SUCH SECURITY, DISPOSE OF, ENFORCE ANY
ENCUMBRANCE OVER, AND SHALL NOT APPOINT ANY RECEIVER, MANAGER, ATTORNEY OR ANY
SIMILAR OFFICER OVER, OR OTHERWISE EXERCISE ANY RIGHTS IN RESPECT OF, ALL OR ANY
PART OF THE ASSETS
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SUBJECT TO SUCH SECURITY UNTIL SUCH TIME THAT ALL AMOUNTS OUTSTANDING UNDER THE
FINANCE DOCUMENTS HAVE BEEN REPAID AND DISCHARGED IN FULL,
provided that in either case, each of the Finance Parties agrees to execute such
intercreditor deed as soon as practicable following request from TCN, and
provided further that any Encumbrances securing Target Group Financial
Indebtedness, Target Group Refinancing Indebtedness and/or Post Merger Target
Group Refinancing Indebtedness shall be limited as provided