COMPANY MUST BE A GUARANTOR GUARANTEEING AN AMOUNT NO LESS THAN THE AMOUNT
GUARANTEED BY THE DISPOSING COMPANY;
(IX)
OF ANY ASSET BY A MEMBER OF THE GROUP WHICH IS NOT AN
OBLIGOR TO ANOTHER MEMBER OF THE GROUP WHICH IS NOT AN OBLIGOR.
25.12
ARM'S LENGTH BASIS
(A)
EXCEPT AS PERMITTED BY PARAGRAPH (B)
BELOW, NO OBLIGOR SHALL (AND THE PARENT SHALL ENSURE NO MEMBER OF THE GROUP
WILL) ENTER INTO ANY TRANSACTION WITH THE PARENT OR ITS SHAREHOLDERS EXCEPT ON
ARM'S LENGTH TERMS.
77
(B)
THE FOLLOWING TRANSACTIONS SHALL NOT BE
A BREACH OF THIS CLAUSE 25.12:
(I)
THE MENTMORE DISPOSAL; AND
(II)
INTRA-GROUP LOANS PERMITTED UNDER CLAUSE 25.13 (LOANS,
CREDIT OR GUARANTEES).
25.13
LOANS, CREDIT OR GUARANTEES
(A)
EXCEPT AS PERMITTED UNDER PARAGRAPH (B)
BELOW, NO OBLIGOR SHALL (AND THE PARENT SHALL ENSURE THAT NO MEMBER OF THE GROUP
WILL)
(I)
MAKE ANY LOANS OR GRANT ANY CREDIT TO OR FOR THE
BENEFIT OF ANY PERSON;
(II)
GIVE ANY GUARANTEE OR INDEMNITY (EXCEPT AS REQUIRED
UNDER ANY OF THE FINANCE DOCUMENTS); OR
(III)
OTHERWISE VOLUNTARILY ASSUME ANY LIABILITY, WHETHER
ACTUAL OR CONTINGENT, IN RESPECT OF ANY OBLIGATION OF ANY PERSON.
(B)
WITHOUT DOUBLE COUNTING, PARAGRAPH (A)
ABOVE DOES NOT APPLY TO:
(I)
ANY SUBORDINATED LOANS UNDER THE SUBORDINATED LOAN
AGREEMENT;
(II)
A LOAN BY AN OBLIGOR TO AN OBLIGOR;
(III)
ANY LOAN MADE BY A MEMBER OF THE GROUP WHICH IS NOT AN
OBLIGOR TO AN OBLIGOR WHICH IS A DIRECT OR INDIRECT HOLDING COMPANY OF SUCH
MEMBER OF THE GROUP WHERE SUCH LOAN IS TO FUND OBLIGATIONS UNDER THE FINANCE
DOCUMENTS OR WORKING CAPITAL REQUIREMENTS OF THAT OBLIGOR;
(IV)
A LOAN BY A MEMBER OF THE GROUP WHICH IS NOT AN OBLIGOR TO
ANOTHER MEMBER OF THE GROUP WHICH IS NOT AN OBLIGOR;
(V)
ANY LOAN, GRANT OF CREDIT OR GUARANTEE GRANTED TO ANY
CUSTOMER OF A MEMBER OF THE GROUP IN THE ORDINARY COURSE OF TRADING AND ON ARM'S
LENGTH TERMS;
(VI)
ANY GUARANTEE, BOND, INDEMNITY OR COUNTER-INDEMNITY GIVEN
BY A MEMBER OF THE GROUP IN RESPECT OF THE LIABILITIES OR OBLIGATIONS OF ANOTHER
MEMBER OF THE GROUP WHICH WOULD, IF IT WERE A LOAN BY THAT MEMBER OF THE GROUP,
BE PERMITTED UNDER PARAGRAPHS (II) TO (IV) (INCLUSIVE) AND (VII) TO (VIII)
(INCLUSIVE) OF THIS PARAGRAPH (B);
(VII)
ANY LOAN BY THE PARENT TO A JOINT VENTURE GROUP COMPANY, THE
AGGREGATE AMOUNT OF WHICH DOES NOT EXCEED £10,000,000 IN ANY FINANCIAL YEAR OF
THE PARENT BUT ONLY TO THE EXTENT THAT THE PROCEEDS OF ANY SUCH LOANS ARE
APPLIED TOWARDS WORKING CAPITAL PURPOSES AND CAPITAL EXPENDITURE WHICH, FOR THE
AVOIDANCE OF DOUBT, SHALL NOT INCLUDE ANY ACQUISITIONS AS CONTEMPLATED BY
PARAGRAPH (A) OF CLAUSE 25.8(ACQUISITIONS);
78
(VIII)
ANY LOAN MADE BY THE PARENT TO ANY MEMBER OF THE GROUP OR ANY
JOINT VENTURE GROUP COMPANY WHICH IS NOT A MEMBER OF THE GROUP PROVIDED THAT
SUCH LOAN IS PROVIDED BY THE PARENT USING THE PROCEEDS OF QUALIFYING
SUBORDINATED LOANS; OR
(IX)
THE