TO SUCH OTHER SUBORDINATION ARRANGEMENTS AS MAY BE
SATISFACTORY TO THE FACILITY AGENT, ACTING REASONABLY; AND
(IV)
FOR PURPOSES OF THIS CLAUSE 24.12, "EQUITY INTEREST" MEANS, WITH
RESPECT TO ANY PERSON, ANY AND ALL SHARES, INTERESTS, PARTICIPATIONS, CAPITAL
CONTRIBUTIONS, MEMBERSHIP INTERESTS (HOWSOEVER DESIGNATED), PREFERRED EQUITY
CERTIFICATES OR OTHER EQUIVALENTS, HOWSOEVER DESIGNATED, OF EQUITY SHARES OR
OTHER EQUITY PARTICIPATIONS (WHETHER VOTING OR NON-VOTING), INCLUDING
PARTNERSHIP INTERESTS, WHETHER GENERAL OR LIMITED, IN SUCH PERSON.
(G)
FOR THE PURPOSES OF DETERMINING WHETHER THE 80% SECURITY TEST IS
SATISFIED AT ANY TIME UNDER THIS AGREEMENT OTHER THAN AT THE END OF A FINANCIAL
YEAR PURSUANT TO CLAUSE 24.12(B) (FURTHER ASSURANCES) OR FOR PURPOSES OF
DETERMINING WHETHER THE
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80% SECURITY TEST WOULD BE SATISFIED AFTER A DISPOSAL OR OTHER TRANSACTION IS
CONSUMMATED OR TO DETERMINE WHETHER ASSETS ARE REQUIRED TO REMAIN OR BECOME
SUBJECT TO SECURITY IN ORDER TO COMPLY WITH THE 80% SECURITY TEST PURSUANT TO
CLAUSE 24.12(B)(I) (FURTHER ASSURANCES) OR OTHERWISE (IN ANY SUCH CASE, THE
"TESTING TIME"),
(I)
THE 80% SECURITY TEST SHALL BE APPLIED USING THE FINANCIAL
STATEMENTS IN RESPECT OF THE FINANCIAL QUARTER IMMEDIATELY PRECEDING THE TESTING
DATE, ADJUSTED PRO FORMA FOR THE TRANSACTION FOR WHICH THE 80% SECURITY TEST IS
BEING TESTED AND ANY OTHER TRANSACTIONS THAT TOOK PLACE AFTER THE END OF SUCH
FINANCIAL QUARTER THAT ALSO REQUIRED THE SATISFACTION OF THE 80% SECURITY TEST;
AND
(II)
ANY MEMBER OF THE BANK GROUP WHICH (A) IS NOT AN OBLIGOR OR (B) HAS
NOT GRANTED SECURITY OVER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, EACH IN FAVOUR
OF THE SECURITY TRUSTEE IN ACCORDANCE WITH THIS CLAUSE, SHALL BE EXCLUDED FROM
THE NUMERATOR (BUT NOT THE DENOMINATOR) IN THE DETERMINATION OF WHETHER MEMBERS
OF THE BANK GROUP GENERATING NOT LESS THAN 80% OF CONSOLIDATED OPERATING
CASHFLOW (EXCLUDING FOR THE PURPOSE OF THIS CALCULATION, ANY CONSOLIDATED NET
INCOME ATTRIBUTABLE TO ANY JOINT VENTURE) HAVE ACCEDED AS GUARANTORS FOR
PURPOSES OF THE 80% SECURITY TEST (BUT, FOR THE AVOIDANCE OF DOUBT, THE
OPERATING CASHFLOW OF SUCH COMPANY SHALL CONTINUE TO BE TAKEN INTO ACCOUNT WHEN
CALCULATING CONSOLIDATED OPERATING CASHFLOW).
24.13
CENTRE OF MAIN INTERESTS
No Obligor incorporated or otherwise existing under the laws of England and
Wales shall (and the Company shall procure that no other member of the Bank
Group incorporated or otherwise existing under the laws of England and Wales
shall), without the prior written consent of an Instructing Group, cause or
allow its Centre of Main Interests to change to a country other than England.
24.14
GROUP STRUCTURE CHART
If there is a material change or inaccuracy in the corporate structure of the
Bank Group or any Holding Companies of the Company from that set out in the
Group Structure Chart most recently delivered to the Facility Agent, the Company
shall deliver or procure that there is delivered to the Facility Agent, as soon
as practicable upon becoming available, an updated Group Structure Chart
containing information sufficient to evidence the matters set out in paragraphs
(a) to