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 (K) 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;
(L)
ANY ACQUISITION BY ANY MEMBER OF THE BANK GROUP
OF ANY HIGH YIELD NOTES PROVIDED THAT AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID
FOR THE ACQUISITION OF ANY SUCH HIGH YIELD NOTES COULD HAVE BEEN USED BY SUCH
MEMBER OF THE BANK GROUP TO FUND A PERMITTED PAYMENT AND PROVIDED FURTHER THAT
TO THE EXTENT ANY SUCH ACQUISITION IS MADE IN RELIANCE ON ANY BASKET AMOUNT
PROVIDED FOR UNDER THE DEFINITION OF "PERMITTED PAYMENTS", SUCH AMOUNT SHALL BE
REDUCED BY AN AMOUNT EQUAL TO THE CONSIDERATION PAID FOR ANY SUCH ACQUISITION;
156
(M)
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, (B) AVAILABLE
CASH WITHIN THE GROUP AND (C) ANY FINANCIAL INDEBTEDNESS PERMITTED TO BE
INCURRED 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 THE ISSUED
SHARE CAPITAL OF THE ACQUIREE, AS SOON AS REASONABLY PRACTICABLE, BUT IN ANY
CASE WITHIN 90 DAYS FROM THE COMPLETION OF THE PERMITTED ACQUISITION, THE
ACQUIREE (AND THE ACQUIRER, AS APPLICABLE) MUST TO THE EXTENT REQUIRED BY
CLAUSE 24.12 (FURTHER ASSURANCE) ACCEDE AS A GUARANTOR IN ACCORDANCE WITH THE
PROVISIONS OF CLAUSE 26.2 (ACCEDING GUARANTORS);
(V)
IN THE CASE OF THE ACQUISITION OF A BUSINESS OR
UNDERTAKING CARRIED ON AS A GOING CONCERN OF THE ACQUIREE, AS SOON AS REASONABLY
PRACTICABLE, BUT IN ANY CASE WITHIN 90 DAYS FROM THE COMPLETION OF THE PERMITTED
ACQUISITION, THE ACQUIRER, TO THE EXTENT REQUIRED IN ORDER TO COMPLY WITH THE
80% SECURITY TEST PURSUANT TO