BY CLAUSE 25.8
(MERGERS);
(I)
THE ACQUISITION OF ANY LEASEHOLD INTEREST
IN ANY ASSETS WHICH ARE THE SUBJECT OF A SALE AND LEASEBACK PERMITTED BY THE
PROVISIONS OF PARAGRAPH (Q) OF CLAUSE 25.6 (DISPOSALS);
(J)
ANY ACQUISITION OF OR INVESTMENT IN ANY
JOINT VENTURE PERMITTED BY CLAUSE 25.9 (JOINT VENTURES);
(K)
ANY PURCHASE OR ACQUISITION OF ASSETS OR
REVENUES BY A MEMBER OF THE BANK GROUP FROM A MEMBER OF THE BANK GROUP, PROVIDED
THAT THE DISPOSAL OF SUCH ASSETS OR REVENUES BY THE RELEVANT MEMBER OF THE BANK
GROUP IS PERMITTED UNDER CLAUSE 25.6 (DISPOSALS);
(L)
ARISING FROM THE CONVERSION OF ANY
COMPANY (THE "ORIGINAL COMPANY") FROM ONE FORM OF ORGANISATION INTO ANOTHER FORM
OF ORGANISATION PROVIDED THAT (I) IF, PRIOR TO THE TIME OF SUCH CONVERSION, THE
SECURITY TRUSTEE HAS THE BENEFIT OF SECURITY OVER THE SHARES OF SUCH ORIGINAL
COMPANY OR SUCH ORIGINAL COMPANY IS AN OBLIGOR, THEN THE COMPANY SHALL ENSURE
THAT THE SECURITY TRUSTEE IS PROVIDED WITH SECURITY OVER THE EQUIVALENT
OWNERSHIP INTERESTS IN, AND SUBSTANTIALLY ALL OF THE ASSETS OF, THE CONVERTED
ORGANISATION, OF AT LEAST AN EQUIVALENT NATURE AND RANKING TO THE SECURITY
PREVIOUSLY PROVIDED BY THE ORIGINAL COMPANY AND (II) THE SECURITY TRUSTEE IS
SATISFIED THAT ANY POSSIBILITY OF THE ADDITIONAL SECURITY REFERRED TO IN THIS
PARAGRAPH BEING CHALLENGED OR SET ASIDE IS NOT GREATER THAN ANY SUCH POSSIBILITY
IN RELATION TO THE SECURITY ENTERED INTO BY OR IN RESPECT OF THE SHARE CAPITAL
OF THE ORIGINAL COMPANY;
(M)
THE BASEBALL ACQUISITION;
(N)
THE ALTERNATIVE BASEBALL ACQUISITION,
PROVIDED THAT:
(I)
THE TOTAL CASH PAYMENT FOR SUCH
ACQUISITION (INCLUDING THE ASSUMPTION OF DEBT) DOES NOT EXCEED £500 MILLION;
(II)
AT THE TIME OF COMPLETION OF SUCH
ALTERNATIVE BASEBALL ACQUISITION, NO EVENT OF DEFAULT HAS OCCURRED OR IN
CONTINUING OR WOULD OCCUR AS A RESULT OF SUCH ACQUISITION; AND
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(III)
AFTER GIVING PRO FORMA EFFECT FOR SUCH
ALTERNATIVE BASEBALL TRANSACTION, THE BANK GROUP CONTINUE TO BE IN COMPLIANCE
WITH CLAUSE 23.2 (RATIOS);
(O)
ANY ACQUISITION (A "PERMITTED ACQUISITION")
OF A PERSON CARRYING ON ANY BUSINESS SIMILAR AND/OR COMPLEMENTARY TO THE GROUP
(THE "ACQUIREE") IN EACH CASE:
(I)
NO DEFAULT IS CONTINUING ON THE CLOSING
DATE FOR THE PERMITTED ACQUISITION OR WOULD OCCUR AS A RESULT OF THE PERMITTED
ACQUISITION;
(II)
THE AGGREGATE CONSIDERATION FOR THE
PERMITTED ACQUISITION (INCLUDING ANY ASSUMED INDEBTEDNESS, OR OTHER ASSUMED
ACTUAL OR CONTINGENT LIABILITY AND ANY ASSOCIATED FEES AND EXPENSES) (THE "TOTAL
PURCHASE PRICE") IS FUNDED ENTIRELY FROM (A) THE PROCEEDS OF NEW EQUITY AND (B)
UP TO £200 MILLION IN AGGREGATE OF AVAILABLE CASH WITHIN THE GROUP OR FINANCIAL
INDEBTEDNESS PERMITTED BY THIS AGREEMENT;
(III)
THE ACQUIREE HAS POSITIVE EARNINGS BEFORE TAX,
DEPRECIATION AND AMORTISATION CALCULATED ON THE SAME BASIS AS CONSOLIDATED
OPERATING CASHFLOW FOR THE PREVIOUS ONE FINANCIAL YEAR ENDING ON THE LAST DAY OF
THE LAST FINANCIAL QUARTER OF THE THEN CURRENT FINANCIAL YEAR OF SUCH COMPANY OR
BUSINESS FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE;
(IV)
IN THE CASE OF THE ACQUISITION OF ALL OF