TO A
COMBINATION OF ACCOUNTS; OR
(IV)
ENTER INTO ANY OTHER PREFERENTIAL ARRANGEMENT HAVING A
SIMILAR EFFECT,
in circumstances where the arrangement or transaction is entered into primarily
as a method of raising Financial Indebtedness or of financing the acquisition of
an asset.
(C)
PARAGRAPHS (A) AND (B) ABOVE DO NOT
APPLY TO:
(I)
EXISTING RETAINED SECURITY;
(II)
ANY NETTING OR SET-OFF ARRANGEMENT ENTERED INTO BY ANY
MEMBER OF THE GROUP IN THE ORDINARY COURSE OF ITS BANKING ARRANGEMENTS FOR THE
PURPOSE OF NETTING DEBIT AND CREDIT BALANCES OF MEMBERS OF THE GROUP;
(III)
ANY LIEN ARISING BY OPERATION OF LAW IN THE ORDINARY
COURSE OF TRADING WHICH IS DISCHARGED WITHIN 90 DAYS OR IS IN RESPECT OF AN
AMOUNT LESS THAN £10,000;
(IV)
ANY RETENTION OF TITLE, HIRE PURCHASE OR CONDITIONAL SALE
ARRANGEMENT OR ARRANGEMENTS HAVING SIMILAR EFFECT IN RESPECT OF GOODS SUPPLIED
TO A MEMBER OF THE GROUP IN THE ORDINARY COURSE OF TRADING AND ON THE SUPPLIERS
STANDARD OR USUAL TERMS;
(V)
ANY SALE, TRANSFER OR OTHER DISPOSAL OF ANY ASSETS
PROHIBITED PURSUANT TO PARAGRAPH (B)(I) AND (B)(II) OF THIS CLAUSE 25.10
(NEGATIVE PLEDGE) WHERE AN AMOUNT EQUAL TO THE DISPOSAL PROCEEDS THEREOF IS USED
IN OR TOWARDS MAKING A PREPAYMENT AND CANCELLATION OF THE FACILITY UNDER
CLAUSE 11.9 (MANDATORY PREPAYMENT ON RECEIPT OF DISPOSAL PROCEEDS); AND
(VI)
THE TRANSACTION SECURITY.
25.11
DISPOSALS
(A)
EXCEPT AS PERMITTED UNDER PARAGRAPH (B)
BELOW, NO OBLIGOR SHALL (AND THE PARENT SHALL ENSURE THAT NO OTHER MEMBER OF THE
GROUP WILL) ENTER INTO A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS (WHETHER
RELATED OR NOT AND WHETHER
76
VOLUNTARY OR INVOLUNTARY) TO SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE OF ANY
ASSET.
(B)
PARAGRAPH (A) ABOVE DOES NOT APPLY TO
ANY SALE, LEASE, TRANSFER OR OTHER DISPOSAL:
(I)
OF ASSETS MADE IN THE ORDINARY COURSE OF TRADING OF
THE DISPOSING ENTITY;
(II)
OF ASSETS ON ARMS LENGTH TERMS FOR MARKET VALUE;
(III)
ARISING AS A RESULT OF ANY SECURITY PERMITTED UNDER
CLAUSE 25.10 (NEGATIVE PLEDGE);
(IV)
OF ASSETS WHERE THE PROCEEDS OF DISPOSAL ARE USED WITHIN 6
MONTHS OF THAT DISPOSAL TO PURCHASE ASSETS UTILISED IN THE RECORDS MANAGEMENT
BUSINESS;
(V)
OF ANY ASSET (WHICH IS NOT THE SUBJECT OF TRANSACTION
SECURITY) IN EXCHANGE FOR OTHER ASSETS COMPARABLE OR SUPERIOR AS TO TYPE, VALUE
AND QUANTITY;
(VI)
OF ANY SURPLUS OR OBSOLETE ASSETS NOT REQUIRED FOR THE
EFFICIENT OPERATION OF THE BUSINESS OF THE GROUP BY ANY MEMBER OF THE GROUP;
(VII)
OF CASH WHERE SUCH DISPOSAL IS NOT OTHERWISE PROHIBITED BY
THIS AGREEMENT; AND
(VIII)
OF ANY ASSET BY A MEMBER OF THE GROUP (THE "DISPOSING COMPANY")
TO ANOTHER MEMBER OF THE GROUP (THE "ACQUIRING COMPANY"), PROVIDED THAT:
(A)
IF THE DISPOSING COMPANY IS AN OBLIGOR, THE ACQUIRING COMPANY
MUST ALSO BE AN OBLIGOR;
(B)
IF THE DISPOSING COMPANY HAD GIVEN (OR INTENDED TO GIVE)
SECURITY OVER THE ASSET, THE ACQUIRING COMPANY MUST GIVE EQUIVALENT SECURITY
OVER THAT ASSET; AND
(C)
IF THE DISPOSING COMPANY IS A GUARANTOR, THE ACQUIRING