AS THE CASE MAY BE, OTHER MEMBER OF
THE BANK GROUP;
(I)
ANY TRANSACTION TO WHICH ONE OR MORE OBLIGORS AND ONE OR MORE
MEMBERS OF THE GROUP WHO ARE NOT OBLIGORS ARE PARTY WHERE THE SOLE PURPOSE OF
SUCH TRANSACTION IS FOR SUCH OBLIGORS AND MEMBERS OF THE GROUP TO EFFECT A
TRANSACTION WITH A PERSON WHO IS NOT A MEMBER OF THE GROUP;
(J)
INSURANCE ARRANGEMENTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS WITH A CAPTIVE INSURANCE COMPANY;
(K)
TRANSACTIONS RELATING TO CAPITAL CONTRIBUTIONS BETWEEN MEMBERS OF
THE GROUP OR THE AMENDMENT OF THE TERMS OF ANY LOANS MADE BY OR ANY CONVERTIBLE
UNSECURED LOAN STOCK OR OTHER SECURITIES ISSUED BY ANY MEMBER OF THE GROUP TO
ANY OTHER MEMBER OF THE GROUP (WHETHER BY WAY OF CONVERSION OF LOANS TO
CONVERTIBLE UNSECURED LOAN STOCK OR VICE VERSA OR OTHERWISE) OR THE
CAPITALISATION OF, OR THE WAIVER OF OR THE REPAYMENT OF, LOANS MADE BY OR ANY
CONVERTIBLE UNSECURED LOAN STOCK ISSUED BY ANY MEMBER OF THE GROUP TO ANY OTHER
MEMBER OF THE GROUP;
161
(L)
TRANSACTIONS RELATING TO EXCESS CAPACITY NETWORK SERVICES
PROVIDED THAT THE PRICE PAYABLE BY ANY MEMBER OF THE GROUP IN RELATION TO SUCH
EXCESS CAPACITY NETWORK SERVICES IS NO LESS THAN THE COST INCURRED BY THE
RELEVANT MEMBER OF THE BANK GROUP IN PROVIDING SUCH EXCESS CAPACITY NETWORK
SERVICES;
(M)
TRANSACTIONS CONSTITUTING SUBORDINATED FUNDING;
(N)
TRANSACTIONS CONSTITUTING PERMITTED PAYMENTS; OR
(O)
ANY OTHER TRANSACTION OR ARRANGEMENT PERMITTED UNDER CLAUSE 25.3
(LOANS AND GUARANTEES), CLAUSE 25.4 (FINANCIAL INDEBTEDNESS), CLAUSE 25.5
(DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL), CLAUSE 25.6 (DISPOSALS),
CLAUSE 25.8 (MERGERS), CLAUSE 25.9 (JOINT VENTURES), OR CLAUSE 25.13
(ACQUISITIONS AND INVESTMENTS).
25.11
CHANGE IN FINANCIAL YEAR
Neither the Parent nor any Obligor shall, without the prior consent of the
Facility Agent, change the end of its financial year from 31 December.
25.12
LIMITATIONS ON HEDGING
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall) enter into any Hedging Agreement other than:
(A)
THE HEDGING AGREEMENTS LISTED IN PART 6 OF SCHEDULE 10 (EXISTING
HEDGING AGREEMENTS);
(B)
HEDGING AGREEMENTS SPECIFICALLY REQUIRED UNDER CLAUSE 24.9
(HEDGING); OR
(C)
ANY HEDGING AGREEMENT ENTERED INTO FOR THE PURPOSES OF HEDGING ANY
SUBORDINATED FUNDING TO THE EXTENT SUCH SUBORDINATED FUNDING IS MADE WITH THE
PROCEEDS OF ANY PARENT REFINANCING INDEBTEDNESS; OR
(D)
ANY HEDGING AGREEMENT IN RESPECT OF SPOT OR FORWARD FOREIGN
EXCHANGE TRANSACTIONS OR CURRENCY SWAPS ENTERED INTO IN CONNECTION WITH SUCH
MEMBER OF THE BANK GROUP'S BUSINESS, WHICH IS NOT ENTERED INTO FOR INVESTMENT OR
SPECULATIVE PURPOSES AND, FOR THE AVOIDANCE OF DOUBT (SUBJECT TO THE PROVISIONS
OF CLAUSE 25.10 (TRANSACTIONS WITH AFFILIATES), ANY SUCH HEDGING AGREEMENT MAY
BE ENTERED INTO WITH ANOTHER MEMBER OF THE GROUP.
25.13
ACQUISITIONS AND INVESTMENTS
No Obligor shall (and the Company shall procure that no member of the Bank Group
shall) purchase, subscribe for or otherwise acquire or invest in any shares (or
other securities or any interest in it) in,