SUCH REDEMPTION, REPURCHASE, DEFEASANCE, RETIREMENT OR
REPAYMENT IS IN RESPECT OF A NOMINAL AMOUNT; OR
146
(VII)
PAYMENTS OR DISTRIBUTIONS MADE DIRECTLY OR BY MEANS OF DISCOUNTS
WITH RESPECT TO ANY PARTICIPATION INTEREST ISSUED OR SOLD IN CONNECTION WITH,
AND OTHER FEES PAID TO A PERSON OR ENTITY THAT IS NOT A MEMBER OF THE BANK GROUP
IN CONNECTION WITH, AN ASSET SECURITISATION PROGRAMME OR RECEIVABLES FACTORING
TRANSACTION OTHERWISE PERMITTED BY CLAUSE 25.6(J) (DISPOSALS).
The Lenders hereby consent to any transaction or matter to the extent expressly
permitted under paragraphs (i) to (vii) above (including, without limitation,
for purposes of clauses 3.1 (Subordinated Liabilities) and 3.2 (Obligations of
the Subordinated Creditors) of the HYD Intercreditor Agreement) except that no
consent is provided hereunder for purpose of clause 4.2 (Suspension of Permitted
Payments prior to the Senior Discharge Date) of the HYD Intercreditor Agreement.
25.6
DISPOSALS
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of an Instructing Group, either in a
single transaction or in a series of related transactions, sell, transfer, lease
or otherwise dispose of any shares in any of its Subsidiaries or all or any part
of its revenues, assets, other shares, business or undertakings other than in
the ordinary course of business or trading (which, for the avoidance of doubt,
includes mast sharing arrangements) and other than:
(A)
ANY PAYMENT REQUIRED TO BE MADE UNDER THE RELEVANT FINANCE DOCUMENTS
OR THE SENIOR SECURED NOTES DOCUMENTS;
(B)
THE DISPOSAL OF OBSOLETE OR SURPLUS ASSETS NO LONGER REQUIRED FOR
THE EFFICIENT OPERATION OF THE GROUP BUSINESS, ON ARMS' LENGTH COMMERCIAL TERMS;
(C)
DISPOSALS OF CASH, THE LENDING OR REPAYMENT OF CASH OR THE DISPOSAL
OF CASH EQUIVALENT INVESTMENTS OR MARKETABLE SECURITIES, ON ARMS' LENGTH
COMMERCIAL TERMS WHERE THE SAME IS NOT OTHERWISE RESTRICTED BY THE TERMS OF THE
RELEVANT FINANCE DOCUMENTS;
(D)
BY AN OBLIGOR TO ANOTHER OBLIGOR PROVIDED THAT IF SUCH ASSETS ARE
SUBJECT TO EXISTING SECURITY AND IT IS REQUIRED IN ORDER TO COMPLY WITH THE 80%
SECURITY TEST PURSUANT TO CLAUSE 24.12(B)(I) (FURTHER ASSURANCES) THAT THEY
REMAIN SUBJECT TO SECURITY, SUCH ASSETS REMAIN OR WILL BE MADE SUBJECT TO
SECURITY (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 15 BUSINESS DAYS OF SUCH DISPOSAL;
(E)
DISPOSALS OF ANY PROPERTY OR OTHER ASSETS TO SATISFY ANY PENSION
PLAN CONTRIBUTION LIABILITIES PROVIDED THAT THE AGGREGATE VALUE OF ANY SUCH
PROPERTY OR OTHER ASSETS, WHEN TAKEN TOGETHER WITH THE AGGREGATE AMOUNT UTILISED
UNDER THE BASKET IN PARAGRAPH (H) OF CLAUSE 25.2 (NEGATIVE PLEDGE), SHALL NOT
EXCEED £100 MILLION AT ANY TIME;
(F)
DISPOSALS BY A MEMBER OF THE BANK GROUP WHICH IS NOT AN OBLIGOR TO
ANOTHER MEMBER OF THE GROUP;
(G)
DISPOSALS OF ASSETS ON ARMS' LENGTH COMMERCIAL TERMS WHERE THE CASH
PROCEEDS OF SUCH DISPOSAL ARE REINVESTED WITHIN 12 MONTHS OF THE DATE OF