(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, A COMPLIANCE CERTIFICATE DELIVERED PURSUANT TO
CLAUSE 21.4(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 95% SECURITY TEST AND TCN 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 95% 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 TCN, 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.
42.6
AMENDMENTS AFFECTING THE FACILITY AGENT
Notwithstanding any other provision of this Agreement, the Facility Agent shall
not be obliged to agree to any amendment, consent or waiver if the same would:
(A)
AMEND OR WAIVE ANY PROVISION OF CLAUSES 29 (AGENTS), CLAUSE 37
(COSTS AND EXPENSES) OR THIS CLAUSE 42; OR
(B)
OTHERWISE AMEND OR WAIVE ANY OF THE FACILITY AGENT'S RIGHTS UNDER
THIS AGREEMENT OR SUBJECT THE FACILITY AGENT TO ANY ADDITIONAL OBLIGATIONS UNDER
THIS AGREEMENT.
42.7
AMENDMENTS TO THE PARI PASSU INTERCREDITOR AGREEMENT
If at any time following receipt of the written notice referred to in Clause
23.19 (Notice of Integrated Merger Event) or at any time thereafter, TCN
notifies the Security Trustee that the creditors in respect of the Target Group
Financing Indebtedness and/or the proposed Target Group Refinancing Indebtedness
and/or any proposed Post Merger Target Group Refinancing have requested an
amendment to the form of the Pari Passu Intercreditor Agreement set out in
Schedule 13 (Pro Forma Pari Passi Intercreditor Agreement) to properly address
the intercreditor issues arising between the Finance Parties on the one hand and
such creditors on the other hand, each of the Facility Agent and the Lenders
hereby authorises the Security Trustee to negotiate on their behalf, such
amendments as may be required to the form of the Pari Passu Intercreditor
Agreement and any other Finance Documents to give effect to such intercreditor
arrangements as the Security Trustee shall agree with such creditors and TCN
provided that the Security Trustee shall not be authorised by the provisions of
this Clause 42.7 to agree any amendments which would, in the reasonable opinion
of the Security
157
Trustee, be adverse to the interests of the Finance Parties.
For the avoidance
of doubt and