(E)
DISPOSALS BY A MEMBER OF THE BANK GROUP WHICH IS NOT A SENIOR
FACILITIES OBLIGOR TO ANOTHER MEMBER OF THE GROUP;
(F)
DISPOSALS OF ASSETS ON ARMS' LENGTH COMMERCIAL TERMS WHERE THE
CASH PROCEEDS OF SUCH DISPOSAL ARE REINVESTED WITHIN 12 MONTHS OF THE DATE OF
THE RELEVANT DISPOSAL IN THE PURCHASE OF REPLACEMENT ASSETS BY A MEMBER OF THE
BANK GROUP, PROVIDED THAT WHERE THE RELEVANT MEMBER OF THE BANK GROUP THAT HAS
MADE THE DISPOSAL IS A SENIOR FACILITIES OBLIGOR, SUCH REPLACEMENT ASSETS ARE
EITHER SUBJECT TO EXISTING SENIOR FACILITIES SECURITY DOCUMENTS GRANTED BY THE
RELEVANT MEMBER OF THE BANK GROUP THAT HAS ACQUIRED THE REPLACEMENT ASSETS, OR
WILL BE MADE SUBJECT TO SENIOR FACILITIES SECURITY BY SUCH MEMBER OF THE BANK
GROUP (IN FORM AND SUBSTANCE SUBSTANTIALLY SIMILAR TO THE EXISTING SENIOR
FACILITIES SECURITY OR OTHERWISE IN SUCH FORM AND SUBSTANCE AS MAY REASONABLY BE
REQUIRED BY THE FACILITY AGENT) WITHIN 10 BUSINESS DAYS OF THE ACQUISITION OF
SUCH REPLACEMENT ASSETS;
(G)
DISPOSALS OF ANY INTEREST IN REAL OR HERITABLE PROPERTY BY WAY OF
A LEASE OR LICENCE GRANTED BY A MEMBER OF THE BANK GROUP TO ANOTHER MEMBER OF
THE BANK GROUP;
(H)
DISPOSALS OF ANY ASSETS PURSUANT TO THE IMPLEMENTATION OF AN ASSET
PASSTHROUGH OR OF ANY FUNDS RECEIVED PURSUANT TO THE IMPLEMENTATION OF A FUNDING
PASSTHROUGH;
107
(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 8.5 (REPAYMENT FROM SECURITISATIONS);
(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 20.8 (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