FUNDING PASSTHROUGH;
(I)
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;
(II)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL SUCH
SECURITISATIONS OR FACTORING TRANSACTIONS CONDUCTED IN RELIANCE ON THIS
PARAGRAPH (I) DOES NOT EXCEED £300 MILLION (OR ITS EQUIVALENT IN OTHER
CURRENCIES) AT ANY TIME; AND
(III)
IN THE CASE OF DISPOSALS ARISING PURSUANT TO AN
ASSET SECURITISATION PROGRAMME ONLY, THE PROCEEDS OF ANY SUCH DISPOSAL ARE
APPLIED IN ACCORDANCE WITH CLAUSE 12.7 (REPAYMENT FROM SECURITISATIONS);
137
(J)
DISPOSALS OF ANY SHARES OR OTHER
INTERESTS IN ANY PROJECT COMPANY, BANK GROUP EXCLUDED SUBSIDIARY OR JOINT
VENTURE OR THE ASSIGNMENT OF ANY FINANCIAL INDEBTEDNESS OWED TO A MEMBER OF THE
BANK GROUP BY A PROJECT COMPANY, BANK GROUP EXCLUDED SUBSIDIARY OR JOINT
VENTURE;
(K)
DISPOSALS OF ASSETS, REVENUES OR RIGHTS OF
ANY MEMBER OF THE BANK GROUP ARISING FROM AN AMALGAMATION, CONSOLIDATION OR
MERGER OF A MEMBER OF THE BANK GROUP WITH ANY OTHER PERSON WHICH IS PERMITTED BY
CLAUSE 25.8 (MERGERS);
(L)
DISPOSALS OF ACCOUNTS RECEIVABLE WHICH
HAVE REMAINED DUE AND OWING FROM A THIRD PARTY FOR A PERIOD OF MORE THAN 90 DAYS
AND IN RESPECT OF WHICH THE RELEVANT MEMBER OF THE BANK GROUP HAS DILIGENTLY
PURSUED PAYMENT IN THE NORMAL COURSE OF ITS BUSINESS AND WHERE SUCH DISPOSAL IS
ON NON-RECOURSE TERMS TO SUCH MEMBER OF THE BANK GROUP;
(M)
DISPOSALS OF ASSETS SUBJECT TO FINANCE OR
CAPITAL LEASES PURSUANT TO THE EXERCISE OF AN OPTION BY THE LESSEE UNDER SUCH
FINANCE OR CAPITAL LEASES;
(N)
DISPOSALS OF ASSETS IN EXCHANGE FOR THE
RECEIPT OF ASSETS OF A SIMILAR OR COMPARABLE VALUE WHERE THE ASSETS RECEIVED BY
ANY MEMBER OF THE BANK GROUP FOLLOWING SUCH EXCHANGE ARE LOCATED IN THE UNITED
KINGDOM, ISLE OF MAN, THE REPUBLIC OF IRELAND OR THE CHANNEL ISLANDS, PROVIDED
THAT:
(I)
TO THE EXTENT THAT THE ASSETS BEING
DISPOSED OF ARE SUBJECT TO EXISTING SECURITY, THE ASSETS RECEIVED FOLLOWING SUCH
EXCHANGE WILL BE SUBJECT TO THE EXISTING SECURITY DOCUMENTS, 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 10 BUSINESS DAYS OF SUCH DISPOSAL; AND
(II)
WHERE THE AGGREGATE NET BOOK VALUE OF ALL
ASSETS BEING EXCHANGED IN RELIANCE ON THIS PARAGRAPH (N) EXCEEDS £10 MILLION (OR
ITS EQUIVALENT IN OTHER CURRENCIES) IN ANY FINANCIAL QUARTER, THERE IS DELIVERED
TO THE FACILITY AGENT, WITHIN 30 DAYS FROM THE END OF SUCH FINANCIAL QUARTER OF
THE BANK GROUP, A CERTIFICATE SIGNED BY TWO AUTHORISED OFFICERS OF THE COMPANY
(GIVEN WITHOUT PERSONAL LIABILITY) CERTIFYING THAT THE ASSETS RECEIVED BY SUCH
MEMBER OF THE BANK GROUP IN RELIANCE ON THIS PARAGRAPH (N) DURING SUCH FINANCIAL
QUARTER (I) ARE OF A SIMILAR OR COMPARABLE VALUE TO THE ASSETS DISPOSED OF BY
SUCH MEMBER OF THE