binding upon the Lenders, and shall be
notified by the Company to the Lenders as soon as practicable thereafter.
43.6
GUARANTEES AND SECURITY
A waiver of issuance or the release of any Guarantor from any of its obligations
under Clause 29 (Guarantee and Indemnity) or a release of any Security under the
Security Documents, in each case, other than in accordance with the terms of any
Finance Document shall require the prior written consent of affected Lenders
whose Available Commitments plus Outstandings amount in aggregate to more than
90 per cent. of the Available Facilities plus aggregate Outstandings.
185
43.7
RELEASE OF GUARANTEES AND SECURITY
(A)
SUBJECT TO PARAGRAPH (B) BELOW, AT THE TIME
OF COMPLETION OF ANY DISPOSAL BY THE PARENT OR ANY OBLIGOR OF ANY SHARES, ASSETS
OR REVENUES THE SECURITY TRUSTEE SHALL (AND IT IS HEREBY AUTHORISED BY THE OTHER
FINANCE PARTIES TO) AT THE REQUEST OF AND COST OF THE RELEVANT OBLIGOR, EXECUTE
SUCH DOCUMENTS AS MAY BE REQUIRED TO:
(I)
RELEASE THOSE SHARES, ASSETS OR REVENUES
FROM SECURITY CONSTITUTED BY ANY RELEVANT SECURITY DOCUMENT OR CERTIFY THAT ANY
FLOATING CHARGE CONSTITUTED BY ANY RELEVANT 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 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