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ensure compliance by another with a financial ratio or other test of financial
condition; and
(II)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL SUCH SECURITISATIONS OR
FACTORING TRANSACTIONS CONDUCTED IN RELIANCE ON THIS PARAGRAPH (J) DOES NOT
EXCEED £330 MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) AT ANY TIME;
(K)
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;
(L)
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);
(M)
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;
(N)
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;
(O)
DISPOSALS OF ASSETS IN EXCHANGE FOR THE RECEIPT OF ASSETS OF A
SIMILAR OR COMPARABLE VALUE 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 (O) 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 (O) DURING SUCH FINANCIAL QUARTER ARE
OF A SIMILAR OR COMPARABLE VALUE TO THE ASSETS DISPOSED OF BY SUCH MEMBER OF THE
BANK GROUP;
(P)
DISPOSALS CONSTITUTING THE SURRENDER OF TAX LOSSES BY ANY MEMBER OF
THE BANK GROUP:
(I)
TO ANY OTHER MEMBER OF THE GROUP, WHERE THE SURRENDERING COMPANY
RECEIVES FAIR MARKET VALUE FOR SUCH TAX LOSSES FROM THE RELEVANT RECIPIENT; AND
(II)
IN ORDER TO ELIMINATE, SATISFY OR DISCHARGE ANY TAX LIABILITY OF A
FORMER MEMBER OF THE GROUP WHICH HAS BEEN DISPOSED OF PURSUANT TO A DISPOSAL
PERMITTED BY THE TERMS OF THIS AGREEMENT, TO THE EXTENT THAT A MEMBER OF THE