DISPOSALS ARE REINVESTED WITHIN 12 MONTHS OF THE DATE OF THE
RELEVANT DISPOSAL IN THE PURCHASE OF REPLACEMENT ASSETS OF SIMILAR NATURE AND TO
BE USED IN THE SAME JURISDICTION AS THE ASSETS WHICH IT REPLACES AND THE
BUSINESS OF THE TCN GROUP, SUCH REINVESTMENT TO BE ON NO WORSE THAN ARMS' LENGTH
COMMERCIAL TERMS BY A MEMBER OF THE TCN GROUP, PROVIDED THAT WHERE THE
100
PARTY MAKING SUCH DISPOSAL IS A TCN GROUP OBLIGOR, SUCH REPLACEMENT ASSETS ARE
EITHER SUBJECT TO EXISTING SECURITY GRANTED BY THE MEMBER OF THE TCN GROUP THAT
HAS ACQUIRED THE REPLACEMENT ASSETS, OR WILL BE MADE SUBJECT TO SECURITY BY SUCH
MEMBER OF THE TCN GROUP (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 THE ACQUISITION OF
SUCH REPLACEMENT ASSETS;
(G)
DISPOSALS OF ANY ACCOUNTS RECEIVABLE ON ARMS' LENGTH COMMERCIAL
TERMS PURSUANT TO AN ASSET SECURITISATION PROGRAMME OR ONE OR MORE RECEIVABLES
FACTORING TRANSACTIONS PROVIDED THAT:
(I)
SUCH DISPOSAL IS CONDUCTED ON A NON-RECOURSE BASIS;
(II)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL SUCH SECURITISATIONS OR
FACTORING TRANSACTIONS CONDUCTED IN RELIANCE ON THIS PARAGRAPH (G) DOES NOT
EXCEED £100,000,000 (OR ITS EQUIVALENT IN OTHER CURRENCIES) AT ANY TIME; AND
(III)
THE AVAILABILITY OF THE REVOLVING FACILITY SHALL BE REDUCED BY THE
STERLING EQUIVALENT OF THE AGGREGATE PRINCIPAL AMOUNT OF ANY SUCH SECURITISATION
PROGRAMME;
(H)
DISPOSALS OF ANY SHARES OR OTHER INTERESTS IN ANY PROJECT COMPANY,
AN EXCLUDED SUBSIDIARY OR JOINT VENTURE OR THE ASSIGNMENT OF ANY FINANCIAL
INDEBTEDNESS OWED TO A MEMBER OF THE TCN GROUP BY A PROJECT COMPANY, EXCLUDED
SUBSIDIARY OR JOINT VENTURE;
(I)
DISPOSALS OF ASSETS, REVENUES OR RIGHTS OF ANY MEMBER OF THE TCN
GROUP ARISING FROM AN AMALGAMATION, CONSOLIDATION OR MERGER OF SUCH MEMBER OF
THE TCN GROUP WITH ANY OTHER PERSON WHICH IS PERMITTED BY CLAUSE 19.8 (MERGERS);
(J)
DISPOSALS OF ACCOUNTS RECEIVABLE WHICH HAVE REMAINED DUE AND
OWING FROM A THIRD PARTY FOR A PERIOD OF MORE THAN 90 DAYS AND IN RESPECT OF
WHICH THE RELEVANT MEMBER OF THE TCN GROUP HAS DILIGENTLY PURSUED PAYMENT IN THE
NORMAL COURSE OF ITS BUSINESS AND WHERE SUCH DISPOSAL IS ON NON-RECOURSE TERMS
TO SUCH MEMBER OF THE TCN GROUP;
(K)
DISPOSALS OF ASSETS SUBJECT TO FINANCE OR CAPITAL LEASES PURSUANT
TO THE EXERCISE OF AN OPTION BY THE LESSEE UNDER SUCH FINANCE OR CAPITAL LEASES;
(L)
DISPOSALS OF ASSETS IN EXCHANGE FOR THE RECEIPT OF ASSETS OF A
SIMILAR OR COMPARABLE VALUE PROVIDED THAT THE ASSETS RECEIVED BY ANY MEMBER OF
THE TCN GROUP FOLLOWING SUCH EXCHANGE ARE LOCATED IN THE UNITED KINGDOM OR
IRELAND, AND PROVIDED FURTHER THAT:
(I)
TO THE EXTENT THAT THE ASSETS BEING DISPOSED OF ARE SUBJECT TO
EXISTING SECURITY, THE ASSETS RECEIVED FOLLOWING SUCH EXCHANGE WILL BE SUBJECT
TO THE EXISTING SECURITY DOCUMENTS, OR WILL BE MADE SUBJECT TO SECURITY (IN FORM
AND SUBSTANCE SUBSTANTIALLY SIMILAR TO THE EXISTING