AS THE FACILITY AGENT OR THE SECURITY TRUSTEE MAY REQUIRE
FOR THE PURPOSE OF COMPLYING WITH THE PROVISIONS OF PARAGRAPH (B) BELOW AND FOR
THE REGISTRATION OR FILING OF ANY SECURITY DOCUMENTS DELIVERED PURSUANT THERETO
WITH ALL APPROPRIATE AUTHORITIES TO THE EXTENT NECESSARY FOR THE PURPOSES OF
PERFECTING THE SECURITY CREATED THEREUNDER.
(B)
THE COMPANY SHALL:
(I)
SUBJECT TO THE PROVISO BELOW AND EXCEPT AS OTHERWISE PROVIDED IN
THIS CLAUSE 24.12, PROCURE THAT THE 80% SECURITY TEST IS SATISFIED AT THE END OF
EACH FINANCIAL YEAR STARTING WITH THE FINANCIAL YEAR ENDING 31 DECEMBER 2010
WHERE SUCH TEST IS CALCULATED BY REFERENCE TO THE ANNUAL FINANCIAL INFORMATION
RELATING TO THE BANK GROUP MOST RECENTLY DELIVERED PURSUANT TO CLAUSE 22.1
(FINANCIAL STATEMENTS) AND CERTIFIED IN THE RELEVANT COMPLIANCE CERTIFICATE
ACCOMPANYING THE SAME;
(II)
PROCURE THAT IN RELATION TO ANY MEMBER OF THE BANK GROUP WHICH
BECOMES A BORROWER FOR THE PURPOSES OF THIS AGREEMENT, THE IMMEDIATE HOLDING
COMPANY OF SUCH BORROWER SHALL ALSO BECOME A GUARANTOR HEREUNDER; AND
(III)
SUBJECT TO ANY ENCUMBRANCES PERMITTED UNDER CLAUSE 25.2 (NEGATIVE
PLEDGE) AND CLAUSE 44.5 (RELEASE OF GUARANTEES AND SECURITY) PROCURE THAT EACH
MEMBER OF THE BANK GROUP WHICH, AFTER THE ORIGINAL EXECUTION DATE, BECOMES A
PARTY TO THIS AGREEMENT AS AN OBLIGOR IF REQUIRED TO SATISFY THE 80% SECURITY
TEST SHALL HAVE DELIVERED TO THE SECURITY TRUSTEE ON OR PRIOR TO THE DATE OF ITS
ACCESSION TO THIS AGREEMENT AS AN OBLIGOR, ONE OR MORE SECURITY DOCUMENTS
GRANTING SECURITY OVER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS SUCH SECURITY, FOR
THE AVOIDANCE OF DOUBT, TO BE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS
APPLY IN RESPECT OF (AND TO SECURE SUBSTANTIALLY THE SAME TYPES OF ASSETS, AND
TO THE SAME EXTENT, AS SECURED UNDER) THE ORIGINAL SECURITY DOCUMENTS (WITH
RESPECT TO ANY SECURITY IN ANY JURISDICTION NOT INCLUDED IN THE ORIGINAL
SECURITY DOCUMENTS, SUCH SECURITY AS REASONABLY REQUIRED BY THE SECURITY TRUSTEE
AS BEING MUTATIS MUTANDIS THE SAME SECURITY AS UNDER THE ORIGINAL SECURITY
DOCUMENTS UNDER THE LAWS OF THE APPLICABLE JURISDICTION SUBJECT TO ANY
LIMITATIONS UNDER APPLICABLE LOCAL LAW), OTHER THAN ANY SHARES IN, RECEIVABLES
OWED BY OR ANY OTHER INTEREST IN ANY BANK GROUP EXCLUDED SUBSIDIARY, PROJECT
COMPANY OR JOINT VENTURE OR ANY OTHER ASSET WHICH IS OF A TYPE EXCLUDED FROM
EXISTING CORRESPONDING SECURITY DOCUMENTS, OR WHICH THE SECURITY TRUSTEE AGREES
MAY BE EXCLUDED FROM THE SECURITY GRANTED UNDER THE SECURITY DOCUMENTS (PROVIDED
THAT THE SECURITY TRUSTEE SHALL NOT AGREE TO EXCLUDE ANY ASSET OF AN OBLIGOR
FROM THE SECURITY WHERE THE NET BOOK VALUE OF SUCH ASSET EXCEEDS £10 MILLION (OR
ITS EQUIVALENT IN OTHER CURRENCIES) WITHOUT THE PRIOR CONSENT OF AN INSTRUCTING
GROUP (NOT TO BE UNREASONABLY WITHHELD OR DELAYED)).
(C)
A BREACH OF PARAGRAPH (B) ABOVE SHALL NOT CONSTITUTE A DEFAULT IF:
(I)
ONE OR MORE MEMBERS OF THE BANK GROUP BECOME OBLIGORS IN ACCORDANCE
WITH CLAUSE 26.1 (ACCEDING BORROWERS) OR CLAUSE 26.2 (ACCEDING GUARANTORS), AS
APPLICABLE, WITHIN 10 BUSINESS DAYS OF THE DELIVERY OF A