MAY, UPON NOT LESS THAN 3 BUSINESS DAYS' PRIOR WRITTEN NOTICE
TO THE FACILITY AGENT, REQUEST THAT ANY MEMBER OF THE TCN GROUP (OR, IMMEDIATELY
PRIOR TO THE EFFECTIVE DATE OF THE INTEGRATED MERGER EVENT, ANY MEMBER OF THE
TARGET GROUP) BECOMES AN ACCEDING GUARANTOR UNDER THIS AGREEMENT.
(B)
TCN SHALL PROCURE THAT THERE IS DELIVERED, FOR THE PURPOSES OF
PARAGRAPH (A) ABOVE, AN ACCESSION NOTICE DULY EXECUTED BY ITSELF AND THE
RELEVANT MEMBER OF THE TCN GROUP OR THE TARGET GROUP TOGETHER WITH THE DOCUMENTS
SET OUT IN PART 2 OF SCHEDULE 7 (ACCESSION DOCUMENTS) AND SUCH OTHER DOCUMENTS
(INCLUDING ANY NEW SECURITY DOCUMENTS) AS THE
110
FACILITY AGENT MAY REASONABLY REQUIRE, IN RELATION TO SUCH MEMBER OF THE TCN
GROUP OR THE TARGET GROUP ALL IN FORM AND SUBSTANCE SATISFACTORY TO THE FACILITY
AGENT, ACTING REASONABLY.
20.3
ASSUMPTION OF RIGHTS AND OBLIGATIONS
UPON SATISFACTORY DELIVERY OF A DULY EXECUTED ACCESSION NOTICE TO THE FACILITY
AGENT, TOGETHER WITH THE OTHER DOCUMENTS REQUIRED TO BE DELIVERED UNDER CLAUSE
20.1 (THE US BORROWER), OR PARAGRAPH (B) OF CLAUSE 20.2 (ACCEDING GUARANTORS)
THE US BORROWER OR THE RELEVANT MEMBER OF THE TCN GROUP (AS THE CASE MAY BE),
THE OBLIGORS AND THE FINANCE PARTIES, WILL ASSUME SUCH OBLIGATIONS TOWARDS ONE
ANOTHER AND/OR ACQUIRE SUCH RIGHTS AGAINST EACH OTHER AS THEY WOULD EACH HAVE
ASSUMED OR ACQUIRED HAD US BORROWER OR THE SUCH MEMBER OF THE TCN GROUP BEEN AN
ORIGINAL PARTY TO THIS AGREEMENT AS A BORROWER AND/OR AN ORIGINAL GUARANTOR (AS
THE CASE MAY BE), AND THE US BORROWER OR SUCH MEMBER OF THE TCN GROUP SHALL
BECOME A PARTY TO THIS AGREEMENT AS A BORROWER AND/OR AN ACCEDING GUARANTOR (AS
THE CASE MAY BE).
21.
EVENTS OF DEFAULT
21.1
EVENTS OF DEFAULT
Each of Clauses 21.2 (Non-Payment) to Clause 21.16 (Material Proceedings)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.
21.2
NON-PAYMENT
Any Obligor fails to pay any sum due from it under any Finance Document at the
time, in the currency and in the manner specified in such Finance Document
within (a) 1 Business Day of the due date, in the case of payments of principal
where failure to pay was due solely to technical or administrative error in the
transmission of funds, (b) 3 Business Days of the due date, in the case of
payments of interest, or (c) 5 Business Days of the due date, in respect of
payments of any other amounts.
21.3
COVENANTS
(A)
ANY TCN GROUP OBLIGOR FAILS DULY TO PERFORM OR COMPLY WITH ANY
OBLIGATION EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 18.1 (APPLICATION OF
ADVANCES), CLAUSE 19.2 (NEGATIVE PLEDGE), CLAUSE 19.3 (LOANS AND GUARANTEES),
CLAUSE 19.4 (FINANCIAL INDEBTEDNESS), CLAUSE 19.5 (DIVIDENDS, DISTRIBUTIONS AND
SHARE CAPITAL), CLAUSE 19.8 (MERGERS), CLAUSE 19.9 (JOINT VENTURES) OR CLAUSE
19.13 (ACQUISITIONS AND INVESTMENTS).
(B)
TELEWEST UK FAILS TO DULY PERFORM OR COMPLY WITH ANY OBLIGATION
EXPRESSED TO BE ASSUMED BY IT IN CLAUSE 19.15 (TELEWEST UK COVENANTS).
(C)