OF SUCH COMPANY;
(II)
THE AGGREGATE PRINCIPAL AMOUNT OF ALL OF THE
FINANCIAL INDEBTEDNESS ASSUMED IN RELIANCE ON THIS PARAGRAPH (G) EITHER (1) DOES
NOT EXCEED £75 MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES) OUTSTANDING AT
ANY TIME OR (2) TO THE EXTENT SUCH FINANCIAL INDEBTEDNESS DOES EXCEED £75
MILLION, AN AMOUNT EQUAL TO SUCH EXCESS IS REPAID PROMPTLY THEREAFTER;
(H)
FINANCIAL INDEBTEDNESS ARISING IN RESPECT OF
ANY GUARANTEE GIVEN BY THE COMPANY OR TCN OR ANY OTHER MEMBER OF THE BANK GROUP
IN RESPECT OF THE RELEVANT BORROWER'S OBLIGATIONS UNDER ANY PARENT DEBT
("GUARANTEED PARENT DEBT"), PROVIDED THAT:
(I)
THE PROCEEDS OF SUCH GUARANTEED PARENT
DEBT ARE CONTRIBUTED INTO THE BANK GROUP IN ACCORDANCE WITH CLAUSE 19.15
(CONTRIBUTIONS TO THE BANK GROUP) AND APPLIED TOWARDS THE GROUP BUSINESS OR IN A
BUSINESS WHOSE PRIMARY OPERATIONS ARE DIRECTLY RELATED TO THE GROUP BUSINESS;
AND
(II)
ANY SUCH GUARANTEE IS GIVEN ON A
SUBORDINATED UNSECURED BASIS AND IS SUBJECT TO THE TERMS OF THE HYD
INTERCREDITOR AGREEMENT, THE GROUP INTERCREDITOR AGREEMENT OR ANY OTHER
APPLICABLE INTERCREDITOR AGREEMENT IN FORM SATISFACTORY TO AN INSTRUCTING GROUP;
(I)
FINANCIAL INDEBTEDNESS WHICH IS EXPRESSLY
CONTEMPLATED BY THE STEPS PAPER;
(J)
FINANCIAL INDEBTEDNESS WHICH CONSTITUTES
SUBORDINATED FUNDING, PROVIDED THAT EACH SENIOR FACILITIES OBLIGOR THAT IS A
DEBTOR IN RESPECT OF SUBORDINATED FUNDING SHALL (AND THE BORROWER SHALL PROCURE
THAT EACH MEMBER OF THE BANK GROUP THAT IS A DEBTOR IN RESPECT OF SUBORDINATED
FUNDING SHALL) PROCURE THAT THE RELEVANT CREDITOR OF SUCH SUBORDINATED FUNDING,
TO THE EXTENT NOT ALREADY A PARTY AT THE RELEVANT TIME, ACCEDES TO THE GROUP
INTERCREDITOR AGREEMENT OR THE HYD INTERCREDITOR AGREEMENT, AS APPROPRIATE, IN
SUCH CAPACITY, UPON THE GRANTING OF SUCH SUBORDINATED FUNDING;
(K)
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 REFINANCING OR ROLLOVER THEREOF OR (Y)
COMPRISE FINANCE LEASES AND/OR VENDOR FINANCING ARRANGEMENTS ENTERED INTO AFTER
THE MERGER CLOSING
107
DATE, PROVIDED THAT IN THE CASE OF CLAUSE (X) AND (Y) THE AGGREGATE PRINCIPAL
AMOUNT THEREOF DOES NOT AT ANY TIME EXCEED £150 MILLION PLUS THE PRINCIPAL
AMOUNT OF SUCH FINANCE LEASES AND VENDOR FINANCING ARRANGEMENTS OUTSTANDING ON
THE MERGER CLOSING 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;
(L)
FINANCIAL INDEBTEDNESS RELATING TO
DEFERRAL OF PAYE TAXES WITH THE AGREEMENT OF THE INLAND REVENUE BY ANY MEMBER OF
THE BANK GROUP;
(M)
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; AND
(N)
FINANCIAL INDEBTEDNESS NOT FALLING WITHIN
PARAGRAPHS (A) TO