TIME, ACCEDES TO THE GROUP INTERCREDITOR AGREEMENT AND THE HYD
INTERCREDITOR AGREEMENT, AS APPROPRIATE, IN SUCH CAPACITY, UPON THE GRANTING OF
SUCH SUBORDINATED FUNDING;
(J)
FINANCIAL INDEBTEDNESS ARISING UNDER (I) FINANCE LEASES OR
(II) VENDOR FINANCING ARRANGEMENTS, TO THE EXTENT THAT SUCH FINANCE LEASES
AND/OR VENDOR FINANCING ARRANGEMENTS (X) COMPRISE EXISTING VENDOR FINANCING
ARRANGEMENTS OR ANY
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REFINANCING OR ROLLOVER THEREOF, OR (Y) COMPRISE FINANCE LEASES AND/OR VENDOR
FINANCING ARRANGEMENTS ENTERED INTO AFTER THE ORIGINAL EXECUTION DATE, PROVIDED
THAT IN THE CASE OF CLAUSES (X) AND (Y) THE AGGREGATE PRINCIPAL AMOUNT THEREOF
DOES NOT AT ANY TIME EXCEED £165 MILLION PLUS THE PRINCIPAL AMOUNT OF SUCH
FINANCE LEASES AND VENDOR FINANCING ARRANGEMENTS OUTSTANDING ON THE ORIGINAL
EXECUTION DATE; AND PROVIDED FURTHER THAT, IN EACH CASE, THE RELEVANT LESSOR OR
PROVIDER OF VENDOR FINANCING ARRANGEMENTS DOES NOT HAVE THE BENEFIT OF ANY
ENCUMBRANCE OTHER THAN OVER THE ASSETS THE SUBJECT OF SUCH VENDOR FINANCING
ARRANGEMENTS AND/OR FINANCE LEASES;
(K)
FINANCIAL INDEBTEDNESS RELATING TO DEFERRAL OF PAYE TAXES WITH THE
AGREEMENT OF H.M. REVENUE & CUSTOMS BY ANY MEMBER OF THE BANK GROUP;
(L)
FINANCIAL INDEBTEDNESS ARISING IN RESPECT OF EXISTING PERFORMANCE
BONDS OR ANY PERFORMANCE BOND, GUARANTEE, STANDBY LETTER OF CREDIT OR SIMILAR
FACILITY ENTERED INTO BY ANY MEMBER OF THE BANK GROUP TO THE EXTENT THAT CASH IS
DEPOSITED AS SECURITY FOR THE OBLIGATIONS OF SUCH MEMBER OF THE BANK GROUP
THEREUNDER;
(M)
FINANCIAL INDEBTEDNESS NOT FALLING WITHIN PARAGRAPHS (A) TO (L) ABOVE
OF ANY MEMBERS OF THE BANK GROUP PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH
FINANCIAL INDEBTEDNESS OUTSTANDING AT ANY TIME WHEN TAKEN TOGETHER WITH THE
AGGREGATE OUTSTANDING AMOUNT IN RESPECT OF FINANCE LEASES AND VENDOR FINANCING
AGREEMENTS ENTERED INTO AFTER THE ORIGINAL EXECUTION DATE, DOES NOT EXCEED £330
MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) AND FURTHER PROVIDED THAT IN THE
CASE OF ANY FINANCIAL INDEBTEDNESS CONSTITUTED BY AN OVERDRAFT FACILITY WHICH
OPERATES ON A GROSS/NET BASIS, ONLY THE NET AMOUNT OF SUCH FACILITY SHALL COUNT
TOWARDS SUCH AGGREGATE AMOUNT;
(N)
FINANCIAL INDEBTEDNESS OF ANY ASSET SECURITISATION SUBSIDIARY
INCURRED SOLELY TO FINANCE ANY ASSET SECURITISATION PROGRAMME OR PROGRAMMES OR
ONE OR MORE RECEIVABLES FACTORING TRANSACTIONS OTHERWISE PERMITTED BY
CLAUSE 25.6(J) (DISPOSALS);
(O)
FINANCIAL INDEBTEDNESS ARISING UNDER TAX-RELATED FINANCINGS
DESIGNATED IN GOOD FAITH AS SUCH BY PRIOR WRITTEN NOTICE FROM THE COMPANY TO THE
FACILITY AGENT, PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF SUCH FINANCIAL
INDEBTEDNESS OUTSTANDING AT ANY TIME DOES NOT EXCEED £500 MILLION; AND
(P)
FINANCIAL INDEBTEDNESS OF ANY OBLIGOR, PROVIDED THAT THE PRO FORMA
LEVERAGE RATIO (AFTER GIVING EFFECT TO THE INCURRENCE OF ANY SUCH FINANCIAL
INDEBTEDNESS PURSUANT TO THIS PARAGRAPH (P) AND THE USE OF PROCEEDS THEREOF AND
GIVING PRO FORMA EFFECT TO ANY MOVEMENT OF CASH OUT OF THE BANK GROUP SINCE SUCH
DATE PURSUANT TO CLAUSE 25.5 (DIVIDENDS, DISTRIBUTIONS AND SHARE CAPITAL) AND
ANY PERMITTED PAYMENTS) ON THE QUARTER DATE PRIOR TO ANY SUCH INCURRENCE WOULD
NOT EXCEED A RATIO EQUAL TO THE PRODUCT OF:
(I)
THE LEVERAGE RATIO SET OUT