EXHIBIT 4.62
XXXXXXXX CONFORMED COPY
CHANCE
PUNDER
MARCONI COMMUNICATIONS REAL ESTATE GMBH
AS ASSIGNOR
AND
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
AS SECURITY TRUSTEE
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SHAREHOLDER LOAN ASSIGNMENT AGREEMENT
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CONTENTS
CLAUSE PAGE
1. Definitions and Languages..................................................................... 2
2. Secured Obligations........................................................................... 3
3. Assignment.................................................................................... 3
4. Information................................................................................... 3
5. Transfer of Ancillary Rights.................................................................. 4
6. Collection of Receivables by the Assignor..................................................... 4
7. Right to Realisation upon Enforcement Event................................................... 5
8. Limitation of Security........................................................................ 5
9. Further Assurance............................................................................. 7
10. Release (Sicherheitenfreigabe)................................................................ 7
11. Bookkeeping and Data-Processing............................................................... 8
12. Expenses, Costs and Taxes..................................................................... 9
13. Partial Invalidity, Waiver................................................................... 10
14. Amendments; Waiver........................................................................... 10
15. Notices and their Language................................................................... 10
16. Applicable Law, Jurisdiction................................................................. 12
18. Effectiveness................................................................................ 13
19. Counterparts................................................................................. 13
THIS AGREEMENT is made the 16th day of May 2003
BETWEEN:
1. Marconi Communications Real Estate GmbH, a limited liability company
organised under the laws of the Federal Republic of Germany, having its
business address at XxxxxxxxxxXx 00, D-71522 Backnang, which is
registered in the commercial register (Handelsregister) of the local
court (Amtsgericht) of Backnang under HRB 1561 (the "ASSIGNOR"); and
2. The Law Debenture Trust Corporation p.l.c., having its business address
at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx in its
capacity as security trustee under the Relevant Documents (the
"SECURITY TRUSTEE").
WHEREAS:
(A) Marconi Corporation p.l.c. (the "ISSUER") has agreed to issue the
following notes:
(i) USD equivalent of GBP 450,000,000 senior secured notes due
2008;
(ii) USD 300,000,000 plus USD equivalent of GBP 117,270,000 of
junior secured notes due 2008;
the notes under (i) being documented in a senior note
indenture dated on or about 19 May 2003 between, inter alios,
the Issuer and Law Debenture Trust Company of New York as
Senior Note Trustee and the notes under (ii) being documented
in a junior note indenture dated on or about 19 May 2003
between, inter alios, the Issuer and JPMorgan Chase Bank as
Junior Note Trustee (together the "INDENTURES").
(B) The security created by or pursuant to this Agreement is to be granted
to and administered by the Security Trustee for itself and as trustee
of the Secured Creditors pursuant to the relevant provisions of a
security trust and intercreditor deed dated on or about 19 May 2003
between, inter alios, the Issuer, Law Debenture Trust Company of New
York as Senior Note Trustee, JPMorgan Chase Bank as Junior Note
Trustee, the Security Trustee and the Obligors (as defined therein
including the Assignor) as amended from time to time (the "SECURITY
TRUST AND INTERCREDITOR DEED").
(C) The Assignor has agreed to assign the Receivables (as defined below) as
security for the payment and discharge of the Secured Obligations (as
defined below) subject to the terms and conditions set out herein.
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NOW, IT IS AGREED as follows:
1. DEFINITIONS AND LANGUAGES
1.1 In this Agreement:
"AUTHORIZATION" has the meaning given to it in Clause 6.
"CONTINUING" in relation to an Enforcement Event, shall be construed as
a reference to an acceleration of any Secured Obligation (other than
Secured Obligations arising under the New Bonding Facility Agreement)
where such acceleration has not been rescinded in writing or a
declaration that the Secured Obligations (other than Secured
Obligations arising under the New Bonding Facility Agreement) are
prematurely due and payable (other than solely as a result of it
becoming unlawful for a Secured Creditor to perform its obligations
under the Relevant Documents) where such declaration has not been
revoked in writing or any failure by an Obligor to pay any principal
amount in respect of any Secured Obligations (other than Secured
Obligations arising under the New Bonding Facility Agreement) whether
on maturity or otherwise which has not been waived in writing. For the
purposes of this definition of "continuing" the expression "Secured
Obligations" shall have the same meaning as in the Security Trust and
Intercreditor Deed.
"RECEIVABLES" means all present and future rights and claims owing to
the Assignor and originating from shareholders loans, including but not
limited to those specified in Schedule 1.
"SECURED OBLIGATIONS" has the meaning given to it under clause 2.
"SECURITY TRUST AND INTERCREDITOR DEED" has the meaning given to it in
Clause (B) of the recitals.
1.2 Unless otherwise defined herein or unless the context requires,
capitalised terms shall have the same meaning as ascribed thereto in
the Security Trust and Intercreditor Deed.
1.3 This Agreement is made in the English language. For the avoidance of
doubt, the English language version of this Agreement shall prevail
over any translation of this Agreement. However, where a German
translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.
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1.4 The parties hereto each acknowledge that the Security Trustee, when
acting hereunder, shall, to the extent permitted under the laws of
Germany, be acting in accordance with and subject to the terms of the
Security Trust and Intercreditor Deed.
2. SECURED OBLIGATIONS
The assignment hereunder (the "ASSIGNMENT") is constituted in order to
secure together with other security granted by the Assignor the prompt
and complete satisfaction of any and all obligations (present and
future, actual and contingent) which are (or are expressed to be) or
become owing by the Assignor to the Secured Creditors or any of them
(including any future assignee or transferee of any of the Secured
Creditors by way of transfer or assignment (including by way of
assumption of debt (Vertragsubernahme)) under the Relevant Documents
(including, but not limited to the parallel obligations of the Assignor
pursuant to clause 3 of the Security Trust and Intercreditor Deed to
pay to the Security Trustee sums equal to the sums owed by the Assignor
to the Secured Creditors or any of them) (the "SECURED Obligations") up
to an aggregate amount of EUR 30 million.
3. ASSIGNMENT
3.1 The Assignor hereby assigns the Receivables to the Security Trustee in
its capacity as Security Trustee for the benefit of the Secured
Creditors.
3.2 The Security Trustee hereby accepts the assignment of the Receivables.
3.3 Subject to clause 3.4 below the existing Receivables shall pass over to
the Security Trustee on execution of this Agreement, and any future
Receivables shall pass over to the Security Trustee at the date such
Receivables arise.
3.4 Notwithstanding the other provisions in this Clause 3 the assignment of
all Receivables shall be effective only if and upon the condition
(aufschiebende Bedingung) that the aggregate amount of Receivables owed
to the Assignor exceeds GBP 20 million or its equivalent in any other
currency.
4. INFORMATION
4.1 The Assignor shall, upon request of the Security Trustee deliver to the
Security Trustee such further information on the Receivables as deemed
necessary by the Security Trustee.
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4.2 The Assignor undertakes to provide the Security Trustee promptly at its
request with all information and documents which are necessary for
perfecting and/or enforcing the security created hereby.
5. TRANSFER OF ANCILLARY RIGHTS
5.1 Together with all the Receivables assigned and transferred in
accordance with this Agreement, all securities, collateral and all
ancillary rights pertaining thereto, as well as all rights resulting
from the underlying agreements (hereinafter together with the
Receivables referred to as the "COLLATERAL"), are hereby transferred to
and assigned to the Security Trustee, to the extent such rights are not
automatically transferred to the Security Trustee pursuant to Section
401 of the German Civil Code (Burgerliches Gesetzbuch). The Assignor's
claims to demand repossession against the direct possessor are assigned
to the Security Trustee at the same time.
5.2 If the Assignor is in direct possession of the Collateral, the delivery
of such Collateral shall be substituted by the Assignor holding the
Collateral in gratuitous custody for the Security Trustee.
6. COLLECTION OF RECEIVABLES BY THE ASSIGNOR
The Security Trustee authorises the Assignor to collect the Receivables
(such authorization hereinafter referred to as the "AUTHORIZATION") to
the extent not expressly prohibited by the terms of the Indentures. The
Security Trustee may revoke the Authorization upon the occurrence of an
Insolvency Event of Default and the Security Trustee shall revoke the
Authorization if the Security Trustee has been so instructed pursuant
to the Security Trust and Intercreditor Deed upon or at any time after
the occurrence of an Event of Default which is continuing, whereupon
the Assignor may continue to collect the Receivables but shall promptly
surrender the proceeds to the Security Trustee. Until the requirements
set out in Clause 7.1 are met the Security Trustee shall treat such
proceeds as additional collateral for the Secured Obligations. To the
extent that the Authorization is revoked, the Security Trustee may
request that copies of all documents relating to the Receivables be
handed over to it and the Assignor hereby agrees to comply with any
such request. For the avoidance of doubt nothing in this Clause 6 shall
restrict the right of the Security Trustee to enforce its rights under
Clause 7 if the requirements set out in Clause 7.1 are met.
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7. RIGHT TO REALISATION UPON ENFORCEMENT EVENT
7.1 At any time after the occurrence of an Enforcement Event which is
continuing and the Security Trustee (acting on instructions received
pursuant to the terms of the Security Trust and Intercreditor Deed)
giving notice to the Issuer thereof and if any of the Secured
Obligations became due and payable the Security Trustee shall, in its
discretion, be entitled to arrange for the collection or disposal of
Receivables for and on behalf of the Secured Creditors in accordance
with the provisions of this Clause 7.
7.2 To the extent that the Authorization is revoked, the Security Trustee
may request that originals of all documents relating to the Receivables
be handed over to it and the Assignor hereby agrees to comply with any
such request.
7.3 The Security Trustee shall realise all or part of the Collateral to the
extent necessary to satisfy any outstanding Secured Obligations by
collecting all or part of the Receivables, it being understood that the
Security Trustee shall apply the proceeds of such realisation towards
the Secured Obligations in accordance with and subject to the terms of
the Security Trust and Intercreditor Deed.
7.4 The Security Trustee may request the Assignor to collect the
Receivables for and on behalf of the Secured Creditors and the Assignor
shall promptly comply with such request.
7.5 If the Security Trustee collects any Receivables pursuant to this
Clause 7, it may take all measures and enter into all agreements with
the debtors of the Receivables which it considers to be expedient.
7.6 With respect to the realisation of the Collateral, the Security Trustee
will take into consideration the legitimate interest of the Assignor.
8. LIMITATION OF SECURITY
8.1 The right to enforce the security interests created hereunder shall, to
the extent that the Secured Obligations represent those of an
affiliated company (verbundenes Unternehmen) within the meaning of
Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz)
of the Assignor (other than any of the Assignor's subsidiaries), at all
times be limited to an amount equal to the Assignor's assets (the
calculation of which shall take into account the captions reflected in
Section 266 sub-section (2) A, B and C of the German Commercial Code
(Handelsgesetzbuch)) less the sum of (A) the Assignor's liabilities
(the calculation of which shall take into account the captions
reflected in Section 266 subsection (3) B, C and D of the
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count the captions reflected in Section 266 subsection (3)B, C and D of
the German Commercial Code), and (B) the stated share capital
(Stammkapital) of the Assignor (the "NET ASSETS").
8.2 The Assignor shall realise, to the extent legally permitted and, in
respect of the Assignor, commercially justifiable, in a situation where
the Assignor does not have sufficient Net Assets to maintain its
registered share capital, any and all of its assets that are shown in
the balance sheet with a book value (Buchwert) that is significantly
lower than the market value of the assets if the asset is not necessary
for the Assignor's business (betriebsnotwendig).
8.3 The Security Trustee shall enforce any security interest created
hereunder against the Assignor in accordance with the following
procedure:
(i) The Assignor shall, following a notification by the
Security Trustee to the Assignor that an Enforcement
Event has occurred and that the Security Trustee
intends to enforce the security interests created
hereunder, deliver to the Security Trustee within
sixty days of such notification an auditors'
determination from a firm of auditors of
international standard and reputation (the "AUDITORS'
DETERMINATION") stating the value of the Net Assets,
i.e., the amounts which may be claimed against the
Assignor under the security interests created
hereunder having regard to Sections 30 and 31 of the
German Limited Liability Companies Act.
(ii) The Auditors' Determination, i.e., the amount which
may be claimed against the Assignor under the
security interests created hereunder, having regard
to Section 30 and 31 of the German Limited Liability
Companies Act, shall take into account the generally
accepted accounting principles applicable from time
to time in Germany (GAAP) and be based on the same
principles that were applied when establishing the
previous year's balance sheet.
(iii) The amount specified in the relevant Auditors'
Determination pertaining to the Assignor shall be
up-to-date and in any event such Auditors'
Determination shall have been prepared as of a date
no earlier than 15 business days prior to the date of
notification by the Security Trustee to the Assignor
that it intends to enforce the security interests
created hereunder.
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(iv) If the Assignor fails to deliver the Auditors'
Determination to the Security Trustee within the
sixty day period stated in (i) above, the Security
Trustee shall be entitled to enforce the security
interests created hereunder against the Assignor
without limitation.
9. FURTHER ASSURANCE
Insofar as additional documents, declarations or actions (including
making all filings and registrations) are necessary for the creation,
perfection, protection or maintenance of the security interests created
(or purported to be created) hereunder (or any of them) in favour of
the Security Trustee or for the exercise of all rights, powers and
remedies of the Security Trustee provided by or pursuant to this
Agreement or by law or to facilitate the realisation of the security
interests created (or purported to be created) hereunder (or any of
them), the Assignor shall at the Security Trustee's request enter into
or provide such documents, make such declarations and/or undertake such
actions at the Assignor's cost and expense.
10. RELEASE (SICHERHEITENFREIGABE)
10.1 Upon complete and irrevocable satisfaction of the Secured Obligations,
the Security Trustee shall (in accordance with the terms and subject to
the conditions and circumstances set out in the Security Trust and
Intercreditor Deed and without recourse to, or any representations or
warranty by, the Security Trustee or any of its nominees) at the cost
and expense of the Assignor reassign and/or transfer, as the case may
require, to the Assignor, which shall accept such re-assignment and/or
re-transfer, the Collateral and surrender the excess proceeds, if any,
resulting from any realisation thereof. The Security Trustee will,
however, transfer any Receivables to a third person if so required by
law.
10.2 At any time when the total value of the aggregate security granted by
the Assignor to secure the Secured Obligations (the "SECURITY") which
can be expected to be realised in the event of an enforcement of the
Security (realisierbarer Xxxx) exceeds 110% of the Secured Obligations
(the "LIMIT") not only temporarily, the Security Trustee shall (in
accordance with the terms and subject to the conditions and
circumstances set out in the Security Trust and Intercreditor Deed and
without recourse to, or any representations or warranty by, the
Security Trustee or any of its nominees) on demand of the Assignor
release such part of the Security (Sicherheitenfreigabe) as the
Security Trustee may in its discretion determine so as to reduce the
realisable value of the Security to the Limit.
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11. BOOKKEEPING AND DATA-PROCESSING
11.1 If proof or documents which are necessary to identify the Collateral
have been handed over by the Assignor to a third party (in particular a
bookkeeping firm or a tax consultant) the Assignor hereby transfers (on
condition of (aufschiebende Bedingung) (i) the occurrence of an
Insolvency Event of Default or (ii) notice by the Security Trustee if
the Security Trustee has been so instructed pursuant to the Security
Trust and Intercreditor Deed upon or at any time after the occurrence
of an Event of Default which is continuing)to the Security Trustee, who
accepts such transfer, its right to demand from such third party the
return of the information and documents. The Assignor hereby undertakes
to instruct the third party upon such transfer to provide the Security
Trustee upon its demand with such information and documents which are
necessary to perfect and/or enforce the security created hereby.
11.2 If details concerning the Collateral or any part thereof have been
stored in an electronic data-processing system, then, upon the
occurrence of an Insolvency Event of Default or upon request by the
Security Trustee if the Security Trustee has been so instructed
pursuant to the Security Trust and Intercreditor Deed upon or at any
time after the occurrence of an Event of Default which is continuing,
the Assignor shall allow the Security Trustee access to the computer,
including the peripheral equipment and all data concerning the
Collateral or such part thereof. Moreover, software operators shall be
made available insofar as so required, and any assistance required
shall be provided to the Security Trustee. If a third party handles the
electronic processing of data, the Assignor hereby transfers (on
condition of (aufschiebende Bedingung) (i) the occurrence of an
Insolvency Event of Default or (ii) notice by the Security Trustee if
the Security Trustee has been so instructed pursuant to the Security
Trust and Intercreditor Deed upon or at any time after the occurrence
of an Event of Default which is continuing) to the Security Trustee,
who accepts this transfer, all rights against such third party relating
to these services. The Assignor hereby undertakes to instruct the third
party upon such transfer to handle the processing of data for the
Security Trustee upon its demand as it did for the Assignor.
11.3 After transfer of the rights to the Security Trustee as contemplated in
Clauses 11.1 and 11.2, the Security Trustee shall promptly upon request
of the Assignor or after the Security Trustee receiving instructions
pursuant to the Security Trust and Intercreditor Deed instruct the
third party to provide the Assignor with such services and information
as necessary for the Assignor in connection with the preparation and
delivery of the Auditors' Determination.
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12. EXPENSES, COSTS AND TAXES
12.1 EXPENSES
The Assignor shall, from time to time and promptly on demand by the
Security Trustee reimburse to the Security Trustee all costs and
expenses (including legal fees) on a full indemnity basis together with
any applicable VAT incurred by the Security Trustee and any Delegate
(provided that in relation to sub-clause (i) of this Clause 12, such
costs and expenses must be properly incurred) in connection with:
(i) the execution, release and discharge of this
Agreement and the security created or intended to be
created in respect of the Collateral and the
perfection of the security contemplated in this
Agreement or in any such documents or forming part of
the security created or intended to be created in
respect of the Collateral;
(ii) the actual or contemplated exercise, preservation
and/or enforcement of any of the rights, powers and
remedies of, or the performance of the duties and
obligations of, the Security Trustee or any Delegate,
or any amendment or waiver in respect of this
Agreement;
(iii) the foreclosure of any Collateral; and
(iv) the preservation and/or enforcement of the security
created or intended to be created in respect of the
Collateral,
which shall carry interest (before and after any judgment and
to the extent interest at a default rate is not otherwise
being paid on such sum) from the date of such demand until so
reimbursed calculated on a daily basis at the rate determined
in accordance with the provisions of clause 18.4 (Interest on
Demands) of the Security Trust and Intercreditor Deed.
12.2 TAXES
The Assignor shall pay, promptly on demand of the Security Trustee all
stamp, registration, notarial and other similar Taxes or fees paid or
payable by the Security Trustee in connection with any action taken or
contemplated by or on behalf of the Security Trustee for perfecting,
enforcing, releasing, cancelling, reassigning or resolving any doubt
concerning, or for any other purpose in relation to this Agreement, any
amendment thereto, any transfer and/or assignment of the rights and/or
obligations under the same or the security created or intended to be
created in respect of the Collateral and shall, from time to time,
indemnify the Security Trustee
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promptly on demand against any liabilities, costs, claims and expenses
resulting from any failure to pay by the Assignor or any delay by the
Assignor in paying any such Taxes or fees.
13. PARTIAL INVALIDITY, WAIVER
13.1 If at any time, any one or more of the provisions hereof is or becomes
invalid, illegal or unenforceable in any respect under the law of any
jurisdiction, that provision shall as to that jurisdiction be
ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the remaining provisions of
this Agreement or of such provisions in any other jurisdiction. The
invalid or unenforceable provision shall be deemed replaced by a valid,
legal and enforceable provision which comes as close as possible to the
orginal intent of the parties as to the invalid, illegal or
unenforceable provision. This shall apply analogously in the case of
gaps.
13.2 No failure to exercise, nor any delay in exercising, on the part of the
Security Trustee, any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right
or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided
hereunder are cumulative and not exclusive of any rights or remedies
provided by law.
14. AMENDMENTS; WAIVER
This Agreement may be amended, modified or waived only in writing in an
agreement signed by the Security Trustee. This also applies to this
Clause 14.
15. NOTICES AND THEIR LANGUAGE
15.1 Each communication under or in connection with this Agreement shall be
made in writing and, unless otherwise stated, may be made by fax or
letter.
15.2 Any communication or document to be made or delivered under or in
connection with this Agreement shall be made or delivered to the
following addresses or fax numbers (and for the attention of the
department or officer noted):
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for the Assignor: Marconi Communications Real Estate GmbH
Address: XxxxxxxxxxXx 00
X-00000 Xxxxxxxx
Fax: 00000 00 0000
Attention: Xxxx-Xxxxxx Xxxxxxxxx
Legal Advisor
for the Security Trustee: The Law Debenture Trust Corporation p.l.c.
Address: Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
England
Fax: x00 00 0000 0000
Attention: Manager Trust Adminstration
or to such other address as the recipient may notify or may have
notified to the other party in writing.
15.3 DELIVERY
15.3.1 Any communication or document made or delivered by one person to
another under or in connection with this Agreement will only be
effective:
(a) if by way of fax, when received in legible form; or
(b) if by way of letter, when it has been left at the address
specified in Clause 15.2 above or five Business Days after
being deposited in the post postage prepaid in an envelope
addressed to the addressee at that address,
and, if a particular department or officer is specified as part of that
address, if addressed to that department or officer.
15.3.2 Notwithstanding the provisions of sub-clause 15.3.1 (b) above, any
communication or document to be made or delivered to the Security
Trustee will be effective only when actually received by the Security
Trustee and then only if it is expressly marked for the attention of
the department or officer identified in Clause 15.2 (or any substitute
department or officer as such person shall specify for this purpose).
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15.4 Any notice given under or connection with this Agreement shall be in
the English language. All other documents provided under or in
connection with this Agreement shall be in the English language or, if
in any other language, accompanied by a translation into English which
if reasonably requested by the Security Trustee shall be a certified
translation. In the event of any conflict between the English text and
the text in any other language, the English text shall prevail unless
the document is a contractual, statutory or other official document.
16. APPLICABLE LAW, JURISDICTION
16.1 APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Federal Republic of Germany.
16.2 GERMAN COURTS
The courts of Frankfurt am Main have exclusive jurisdiction to settle
any dispute (a "DISPUTE") arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or
termination of this Agreement or the consequences of its nullity).
16.3 CONVENIENT FORUM
The parties agree that the courts of Frankfurt am Main are the most
appropriate and convenient courts to settle Disputes between them and,
accordingly, that they will not argue to the contrary.
16.4 NON-EXCLUSIVE JURISDICTION
This Clause 16 is for the benefit of the Secured Creditors only. As a
result it does not prevent any Secured Creditor from taking proceedings
relating to a Dispute ("PROCEEDINGS") in any other courts with
jurisdiction. To the extent allowed by law, the Secured Creditors may
take concurrent Proceedings in any number of jurisdictions.
17. ASSIGNMENT
The Security Trustee may assign and transfer all or any of its rights
and obligations under this Agreement in accordance with the Security
Trust and Intercreditor Deed. To the extent legally permissible the
Security Trustee shall be entitled to disclose such information
concerning the Assignor and this Agreement as the Security Trustee
considers appropriate to any actual or proposed direct or indirect
successor or to
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any person to whom information may be required to be disclosed by any
applicable law.
18. EFFECTIVENESS
This Agreement shall become effective only subject to the condition
precedent and at the time of the first original issuance of the Senior
Notes.
19. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts each of which, when
executed and delivered, shall constitute an original, but all the
counterparts shall together constitute but one and the same instrument.
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SCHEDULE 1
SHAREHOLDER LOANS
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SIGNATURE PAGES
THIS SHAREHOLDER LOAN ASSIGNMENT AGREEMENT HAS BEEN ENTERED INTO ON THE DATE
STATED AT THE BEGINNING BY:
MARCONI COMMUNICATIONS REAL ESTATE GmbH
By: XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Attorney
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
By: X. X. XXXXX
Name: X. X. Xxxxx
Title: Director
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