BY CLAUSE 24.6 (INTELLECTUAL PROPERTY);
(W)
ANY DISPOSAL OF ASSETS MADE PURSUANT TO THE
ESTABLISHMENT OF A PERMITTED JOINT VENTURE OR ANY DISPOSAL OF ASSETS TO A
PERMITTED JOINT VENTURE WHICH IS PERMITTED WITHIN THE SCOPE OF THE PROVISIONS
CONTAINED IN CLAUSE 25.9 (JOINT VENTURES);
150
(X)
ANY DISPOSAL MADE IN RELATION TO A COMPULSORY
PURCHASE ORDER OR ANY OTHER ORDER OF ANY AGENCY OF STATE, AUTHORITY OR OTHER
REGULATORY BODY OR ANY APPLICABLE LAW OR REGULATION NOT EXCEEDING £25 MILLION
(OR ITS EQUIVALENT IN OTHER CURRENCIES) IN ANY FINANCIAL YEAR;
(Y)
ANY DISPOSAL BY ANY MEMBER OF THE BANK GROUP OF
CUSTOMER PREMISES EQUIPMENT TO A CUSTOMER; AND
(Z)
DISPOSALS OF ASSETS NOT OTHERWISE PERMITTED UNDER
THIS CLAUSE 25.6 PROVIDED THAT THE AGGREGATE FAIR MARKET VALUE OF THE ASSETS
DISPOSED OF DURING ANY GIVEN FINANCIAL YEAR IN RELIANCE ON PARAGRAPHS (Q) AND
(R) ABOVE AND ON THIS PARAGRAPH (Z) DOES NOT EXCEED IN RESPECT OF ANY FINANCIAL
YEAR OF THE BANK GROUP, 12.5% OF BANK GROUP CONSOLIDATED REVENUES FOR THE
PRECEDING FINANCIAL YEAR OF THE BANK GROUP, CALCULATED BY REFERENCE TO THE
ANNUAL FINANCIAL INFORMATION FOR THE BANK GROUP DELIVERED IN RESPECT OF THE
PRECEDING FINANCIAL YEAR OF THE BANK GROUP PURSUANT TO PARAGRAPH (B)(II) OF
CLAUSE 22.1 (FINANCIAL STATEMENTS);
provided that in respect of any Disposal permitted under paragraphs (j), (n),
(p)(i), (r) and (z) above:
(I)
SUCH DISPOSAL SHALL BE ON ARM'S LENGTH
COMMERCIAL TERMS (OR IN THE CASE OF PARAGRAPH (P)(I) SUCH DISPOSALS ARE FOR FAIR
MARKET VALUE FROM THE PERSPECTIVE OF THE SURRENDERING COMPANY);
(II)
AT LEAST 75% OF THE CONSIDERATION FOR SUCH
DISPOSAL SHALL BE COMPRISED OF CASH, CASH EQUIVALENT INVESTMENTS, MARKETABLE
SECURITIES OR ADDITIONAL ASSETS, PROVIDED THAT THE AGGREGATE AMOUNT OF
CONSIDERATION RECEIVED BY WAY OF MARKETABLE SECURITIES SHALL NOT (VALUED AS AT
THE RELEVANT TIME OF RECEIPT OF ANY MARKETABLE SECURITIES) AT ANY TIME EXCEED
£50 MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) AND PROVIDED FURTHER THAT
ANY CASH EQUIVALENT INVESTMENTS, MARKETABLE SECURITIES AND/OR ADDITIONAL ASSETS
ACQUIRED PURSUANT TO ANY SUCH DISPOSAL ARE MONETIZED WITHIN 3 MONTHS OF THE
EXPIRY OF ANY LOCK-UP ARRANGEMENT ENTERED INTO BY THE RELEVANT MEMBER OF THE
BANK GROUP MAKING SUCH DISPOSAL WITH ANY THIRD PARTY (WHERE SUCH LOCK-UP
ARRANGEMENT HAS A TERM NOT EXCEEDING 12 MONTHS); AND
(III)
IN RESPECT OF ANY DISPOSAL THE FAIR MARKET VALUE OF
WHICH EXCEEDS £35 MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) NO LATER THAN
30 DAYS AFTER THE DATE OF SUCH DISPOSAL, THERE SHALL HAVE BEEN DELIVERED TO THE
FACILITY AGENT, A CERTIFICATE SIGNED BY TWO AUTHORISED OFFICERS OF THE COMPANY
PROVIDING BRIEF DETAILS OF THE TRANSACTION AND CERTIFYING (IN EACH CASE, TO THE
EXTENT APPLICABLE) (OTHER THAN IN RESPECT OF DISPOSALS UNDER
PARAGRAPH (P)(I) ABOVE) THAT SUCH DISPOSAL SHALL COMPLY WITH THE REQUIREMENTS
SET OUT IN PARAGRAPHS (I) AND (II) ABOVE.
25.7
CHANGE OF BUSINESS
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall), without the prior written consent of