THE
RELEVANT DISPOSAL IN THE PURCHASE OF REPLACEMENT ASSETS BY A MEMBER OF THE BANK
GROUP (OR WITHIN 18 MONTHS OF THE DATE OF THE RELEVANT DISPOSAL IF THE PROCEEDS
ARE, WITHIN 12 MONTHS OF THE DATE OF THE RELEVANT DISPOSAL, CONTRACTUALLY
COMMITTED TO BE SO APPLIED) PROVIDED THAT WHERE THE RELEVANT MEMBER OF THE BANK
GROUP THAT HAS MADE THE DISPOSAL IS AN OBLIGOR, SUCH REPLACEMENT ASSETS ARE
EITHER SUBJECT TO EXISTING SECURITY DOCUMENTS
147
GRANTED BY THE RELEVANT MEMBER OF THE BANK GROUP THAT HAS ACQUIRED THE
REPLACEMENT ASSETS, OR WILL BE MADE SUBJECT TO SECURITY BY SUCH MEMBER OF THE
BANK 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;
(H)
DISPOSALS OF ANY INTEREST IN REAL OR HERITABLE PROPERTY BY WAY OF A
LEASE OR LICENCE GRANTED BY A MEMBER OF THE BANK GROUP TO ANOTHER MEMBER OF THE
BANK GROUP;
(I)
DISPOSALS OF ANY ASSETS PURSUANT TO THE IMPLEMENTATION OF AN ASSET
PASSTHROUGH OR OF ANY FUNDS RECEIVED PURSUANT TO THE IMPLEMENTATION OF A FUNDING
PASSTHROUGH;
(J)
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, EXCEPT FOR
RECOURSE TO:
(A)
THE RECEIVABLES WHICH ARE THE SUBJECT OF SUCH ASSET SECURITISATION
PROGRAMME OR RECEIVABLES FACTORING TRANSACTION;
(B)
THE DEBTOR IN RESPECT OF THE FINANCIAL INDEBTEDNESS FOR THE PURPOSE
OF ENFORCING A SECURITY INTEREST AGAINST IT, SO LONG AS:
(1)
THE RECOURSE IS LIMITED TO RECOVERIES IN RESPECT OF THE
RECEIVABLES; AND
(2)
THE PROVIDERS OF THE FINANCIAL INDEBTEDNESS DO NOT HAVE THE RIGHT
TO TAKE ANY STEPS TOWARDS ITS WINDING UP OR DISSOLUTION OR THE APPOINTMENT OF A
LIQUIDATOR, ADMINISTRATOR, ADMINISTRATIVE RECEIVER OR SIMILAR OFFICER (OTHER
THAN IN RESPECT OF THE RECEIVABLES);
(C)
A MEMBER OF THE GROUP TO THE EXTENT OF ITS SHAREHOLDING OR OTHER
INTEREST IN ANY ASSET SECURITISATION SUBSIDIARY; OR
(D)
A MEMBER OF THE GROUP UNDER ANY FORM OF ASSURANCE, UNDERTAKING OR
SUPPORT, WHERE RECOURSE IS LIMITED TO:
(1)
A CLAIM FOR DAMAGES (NOT BEING LIQUIDATED DAMAGES OR DAMAGES
REQUIRED TO BE CALCULATED IN A SPECIFIED WAY) FOR BREACH OF A WARRANTY OR
UNDERTAKING;
(2)
A CLAIM FOR BREACH OF WARRANTY RELATING TO THE RECEIVABLES;
(3)
A CLAIM FOR BREACH OF UNDERTAKING RELATING TO THE MANAGEMENT AND/OR
COLLECTION OF THE RECEIVABLES; OR
(4)
A CLAIM FOR BREACH OF REPRESENTATIONS, WARRANTIES, UNDERTAKINGS,
GUARANTEES OF PERFORMANCE (EXCLUDING ANY RECOURSE WITH RESPECT TO THE
COLLECTABILITY OF ANY RECEIVABLES OR ASSETS RELATED TO SUCH RECEIVABLES) AND
INDEMNITIES ENTERED INTO BY SUCH MEMBER OF THE GROUP OR ANY SELLER WHICH ARE
REASONABLY CUSTOMARY IN AN ACCOUNTS RECEIVABLE TRANSACTION,
and, in each case, the obligation is not in any way a guarantee, indemnity or
other assurance against financial loss or an obligation