IN COLUMN X OF THE RATIO TABLE IN
CLAUSE 23.2(C) (RATIOS) FOR THE QUARTER DATE FOLLOWING THE DATE OF ANY SUCH
INCURRENCE; AND
(II)
0.9,
and, provided further that such Financial Indebtedness is subject to the terms
of the HYD Intercreditor Agreement and the Group Intercreditor Agreement, or a
Supplemental HYD Intercreditor Agreement as applicable.
145
25.5
DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL
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:
(A)
DECLARE, MAKE OR PAY ANY DIVIDEND (OR INTEREST ON ANY UNPAID
DIVIDEND), CHARGE, FEE OR OTHER DISTRIBUTION (WHETHER IN CASH OR IN KIND) ON OR
IN RESPECT OF ANY OF ITS SHARES;
(B)
REDEEM, REPURCHASE, DEFEASE, RETIRE OR REPAY ANY OF ITS SHARE
CAPITAL, OR RESOLVE TO DO SO;
(C)
REPAY OR DISTRIBUTE ANY SHARE PREMIUM ACCOUNT; OR
(D)
REPAY OR OTHERWISE DISCHARGE OR PURCHASE ANY AMOUNT OF PRINCIPAL OF
(OR CAPITALISED INTEREST ON) OR PAY ANY AMOUNT OF INTEREST IN RESPECT OF
SUBORDINATED FUNDING,
other than:
(I)
TO THE EXTENT (A) THE SHARE CAPITAL OF SUCH OBLIGOR IS HELD BY ONE
OR MORE OTHER OBLIGORS (OTHER THAN THE PARENT) OR (B) THE SHARE CAPITAL OF ANY
SUCH MEMBER OF THE BANK GROUP WHICH IS NOT AN OBLIGOR IS HELD BY ONE OR MORE
OTHER MEMBERS OF THE BANK GROUP;
(II)
TO THE EXTENT DISCHARGED IN CONSIDERATION OF A TRANSFER OF ANY
NON-CASH ASSET THE DISPOSAL OF WHICH IS NOT OTHERWISE PROHIBITED BY THIS
AGREEMENT, BY THE WAIVER OF ANY PAYMENT WHERE NO CASH CONSIDERATION IS GIVEN IN
RESPECT OF SUCH WAIVER OR BY WAY OF CONVERSION INTO ANY SECURITIES (INCLUDING
CONVERTIBLE UNSECURED LOAN STOCK), (OR VICE VERSA), WHICH DO NOT INVOLVE ANY
CASH PAYMENTS OR BY WAY OF CAPITAL CONTRIBUTION TO THE DEBTOR IN RESPECT OF SUCH
SUBORDINATED FUNDING;
(III)
TO THE EXTENT REQUIRED FOR THE PURPOSE OF MAKING PAYMENTS TO:
(A)
THE INDENTURE TRUSTEE FOR THE EXISTING HIGH YIELD NOTES IN RESPECT OF
HIGH YIELD TRUSTEE AMOUNTS (AS SUCH TERM IS DEFINED IN THE HYD INTERCREDITOR
AGREEMENT);
(B)
FOR THE PURPOSE OF MAKING PAYMENTS IN RESPECT OF ANY SIMILAR AMOUNTS
TO THE INDENTURE TRUSTEE IN RESPECT OF ANY HIGH YIELD REFINANCING OR ANY
ADDITIONAL HIGH YIELD NOTES; OR
(C)
FOR THE PURPOSE OF MAKING PAYMENTS IN RESPECT OF ANY SIMILAR AMOUNTS
TO THE INDENTURE TRUSTEE IN RESPECT OF ANY SENIOR SECURED NOTES ISSUED BY THE
PARENT OR A SSN FINANCE SUBSIDIARY OF THE PARENT;
(IV)
PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR
IS LIKELY TO OCCUR AS A RESULT THEREOF, TO THE EXTENT REQUIRED TO FUND PERMITTED
PAYMENTS;
(V)
AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO THE
EXTENT REQUIRED TO FUND PERMITTED PAYMENTS NOT OTHERWISE PROHIBITED BY THE HYD
INTERCREDITOR AGREEMENT (INCLUDING CLAUSE 4.2 (SUSPENSION OF PERMITTED PAYMENTS
PRIOR TO THE SENIOR DISCHARGE DATE) THEREOF), THE GROUP INTERCREDITOR AGREEMENT
OR A SUPPLEMENTAL HYD INTERCREDITOR AGREEMENT;
(VI)
TO THE EXTENT