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 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 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 25.6 (DISPOSALS) OR
OTHERWISE WITH THE CONSENT OF AN INSTRUCTING GROUP;
(II)
(TO THE EXTENT THAT ANY PROCEEDS OF THAT DISPOSAL ARE TO BE
APPLIED IN REPAYMENT OF THE FACILITIES) 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
185
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, A COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO
CLAUSE 22.5(A) (COMPLIANCE CERTIFICATES) SHOWS THAT THE OBLIGORS UNDER THIS
AGREEMENT AT THE RELEVANT TIME REPRESENT A PERCENTAGE WHICH IS GREATER THAN THAT
REQUIRED TO SATISFY THE 80% SECURITY TEST AND THE COMPANY IS ABLE, AT SUCH TIME,
TO DEMONSTRATE TO THE SATISFACTION OF THE FACILITY AGENT (ACTING REASONABLY)
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 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
SECURITY DOCUMENTS TO WHICH IT IS A PARTY AND TO RELEASE IT FROM ITS OTHER
OBLIGATIONS UNDER ANY FINANCE DOCUMENT.
(D)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS CLAUSE 43.7, IN
THE EVENT THAT THE COMPANY ELECTS TO RAISE OR INCUR ANY STAND ALONE BASEBALL
FINANCING IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND IMMEDIATELY
PRIOR TO SUCH RAISING OR INCURRENCE, ANY MEMBER OF THE BASEBALL GROUP HAS
GRANTED ANY GUARANTEE AND/OR SECURITY IN RESPECT OF THE FACILITIES, SUCH MEMBER
OF THE BASEBALL GROUP SHALL BE RELEASED FROM ANY SUCH GUARANTEE AND/OR SECURITY
IMMEDIATELY PRIOR TO SUCH RAISING OR INCURRENCE, OR IN THE EVENT THAT THE
PROCEEDS OF SUCH STAND ALONE BASEBALL FINANCING ARE BEING USED TO PREPAY A1
FACILITY OUTSTANDINGS AND B1 FACILITY OUTSTANDINGS IN ACCORDANCE WITH CLAUSE
11.1 (VOLUNTARY PREPAYMENT), SIMULTANEOUSLY WITH SUCH PREPAYMENT.
(E)
IN THE EVENT THAT, PURSUANT TO THE PROVISIONS OF CLAUSE 24.21
(STEPS PAPER),