THE CODE OR SECTION 409, 502(I) OR 502(L) OF ERISA;
(III)
ANY MEMBER OF THE GROUP INCURS OR REASONABLY EXPECTS TO INCUR ANY
MATERIAL LIABILITY PURSUANT TO ANY EMPLOYEE WELFARE BENEFIT PLAN (AS DEFINED IN
SECTION 3(1) OF ERISA) THAT PROVIDES BENEFITS TO RETIRED EMPLOYEES OR OTHER
FORMER EMPLOYEES (OTHER THAN AS REQUIRED BY SECTION 601 OF ERISA) THE
OBLIGATIONS WITH RESPECT TO WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT; AND
(IV)
ANY OF THE EVENTS SET FORTH IN SECTION 4043(C) OF ERISA OCCURS WITH
RESPECT TO A PLAN, UNLESS THE 30 DAY NOTICE REQUIREMENT WITH RESPECT TO SUCH
EVENT HAS BEEN WAIVED BY THE PBGC, WHEN SUCH OCCURRENCE IS REASONABLY LIKELY TO
RESULT IN A MATERIAL ADVERSE EFFECT.
(C)
SUBJECT TO ALL APPLICABLE DATA PROTECTION LAWS, THE ULTIMATE PARENT
SHALL PROCURE THAT EACH MEMBER OF THE GROUP WILL DELIVER TO THE FACILITY AGENT
IN SUFFICIENT COPIES FOR EACH OF THE LENDERS UPON REQUEST A COMPLETE COPY OF THE
ANNUAL REPORT (ON INTERNAL REVENUE SERVICE FORM 5500-SERIES (INCLUDING, TO THE
EXTENT REQUIRED, THE RELATED FINANCIAL AND ACTUARIAL STATEMENTS AND OPINIONS AND
OTHER SUPPORTING STATEMENTS, CERTIFICATIONS, SCHEDULES AND INFORMATION)) OF EACH
PLAN REQUIRED TO BE FILED WITH THE INTERNAL REVENUE SERVICE AND/OR THE
DEPARTMENT OF LABOR.
24.20
MINIMUM OUTSTANDINGS AND COMMITMENTS
The Company shall procure that the aggregate amount of all Outstandings and
Available Commitments at all times exceeds £1 billion in principal amount.
Subject to Clause 12.9 (Limitation on Mandatory Prepayments), this Clause 24.20
shall not modify any payment obligations by any Obligor otherwise required, even
if such payment results in a breach of the undertaking provided in this Clause
24.20.
137
24.21
PARENT COVENANT
Any shares held by the Parent in the Company and any intergroup credit balances
owed to the Parent by an Obligor shall be:
(A)
SUBJECT TO SECURITY; AND
(B)
SUBJECT TO THE PROVISIONS OF THE HYD INTERCREDITOR AGREEMENT OR THE
GROUP INTERCREDITOR AGREEMENT.
25.
NEGATIVE UNDERTAKINGS
25.1
CONTENT TRANSACTION
(A)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, NO CONTENT
TRANSACTION SHALL BE RESTRICTED BY (NOR DEEMED TO CONSTITUTE A UTILISATION OF
ANY OF THE PERMITTED EXCEPTIONS TO) ANY PROVISION OF THIS AGREEMENT, NEITHER
SHALL THE IMPLEMENTATION OF ANY CONTENT TRANSACTION CONSTITUTE A BREACH OF ANY
PROVISION OF ANY RELEVANT FINANCE DOCUMENT, PROVIDED THAT:
(I)
THE CASH PROCEEDS OF ANY CONTENT TRANSACTION ARE APPLIED IN
ACCORDANCE WITH CLAUSE 12 (MANDATORY PREPAYMENT AND CANCELLATION);
(II)
AFTER GIVING PRO FORMA EFFECT FOR SUCH CONTENT TRANSACTION, THE
GROUP AND THE BANK GROUP CONTINUE TO BE IN COMPLIANCE WITH CLAUSE 23.2 (RATIOS);
AND
(III)
AT THE TIME OF COMPLETION OF SUCH CONTENT TRANSACTION, NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING AND NO EVENT OF DEFAULT WOULD OCCUR AS A
RESULT OF SUCH CONTENT TRANSACTION.
(B)
ANY JOINT VENTURE ESTABLISHED PURSUANT TO A CONTENT TRANSACTION
SHALL THEREAFTER NOT BE SUBJECT TO ANY RESTRICTIONS UNDER THIS AGREEMENT.
25.2
NEGATIVE PLEDGE
No Obligor shall (and the Company shall procure that no member of the Bank Group