ANY FINANCIAL INDEBTEDNESS INCURRED BY ANY
MEMBER OF THE GROUP (OTHER THAN A MEMBER OF THE BANK GROUP) TO REFINANCE ALL OR
ANY PART OF THE OUTSTANDINGS, INCLUDING THE PAYMENT OF ALL PRINCIPAL, INTEREST,
FEES, EXPENSES, COMMISSIONS, MAKE-WHOLE AND ANY OTHER CONTRACTUAL PREMIUM
PAYABLE, IN RESPECT OF SUCH OUTSTANDINGS AND ANY FEES, COSTS AND EXPENSES
INCURRED IN CONNECTION WITH SUCH REFINANCING;
(E)
THE BRIDGE FACILITY, THE ALTERNATIVE BRIDGE
FACILITY, THE EXCHANGE NOTES, THE EXISTING HIGH YIELD NOTES, ANY NTL HIGH YIELD
NOTES OR ANY HIGH YIELD REFINANCINGS; AND
(F)
ANY FINANCIAL INDEBTEDNESS INCURRED BY
ANY PERMITTED JOINT VENTURE.
25.19
US BORROWER
The US Borrower shall not:
(A)
CARRY ON ANY TRADE OR BUSINESS OTHER THAN
AS MAY BE NECESSARY IN CONNECTION WITH THE FINANCE DOCUMENTS AND THE ACQUISITION
AND OWNERSHIP OF THE NOTES;
(B)
OWN ANY SUBSIDIARY OR OTHER ENTITY;
(C)
CREATE OR PERMIT TO SUBSIST ANY ENCUMBRANCE
OVER ITS RIGHTS UNDER OR TITLE AND INTEREST IN THE NOTES, OTHER THAN:
(I)
PURSUANT TO THE SECURITY; OR
(II)
AS CONTEMPLATED BY ANY APPLICABLE GROUP
INTERCREDITOR AGREEMENT OR THE HYD INTERCREDITOR DEED; OR
(D)
DISPOSE OF ANY OR ALL OF ITS RIGHTS, TITLE
AND INTEREST IN THE NOTES OTHER THAN PURSUANT TO OR AS CONTEMPLATED BY THE
SECURITY DOCUMENTS OR AS CONTEMPLATED BY ANY APPLICABLE GROUP INTERCREDITOR
AGREEMENT OR THE HYD INTERCREDITOR DEED.
25.20
SOLVENT LIQUIDATION
No Obligor (for these purposes, a "Predecessor Obligor") shall, without the
prior written consent of an Instructing Group, liquidate on a solvent basis (a
"Solvent Liquidation") unless:
(A)
ON OR PRIOR TO THE SOLVENT LIQUIDATION, AN
ENTITY (THE "SUCCESSOR ENTITY") ACQUIRES SUBSTANTIALLY ALL OF THE ASSETS AND
ASSUMES SUBSTANTIALLY ALL OF THE LIABILITIES OF THE PREDECESSOR OBLIGOR (A
"LIQUIDATION TRANSFER"), EXCLUDING ANY RIGHTS UNDER CONTRACTS THAT CANNOT BE
ASSIGNED OR LIABILITIES THAT WILL BE SATISFIED OR RELEASED UPON THE SOLVENT
LIQUIDATION, ON AN ARMS' LENGTH BASIS AND FOR FULL CONSIDERATION;
149
(B)
THE SUCCESSOR ENTITY IS ORGANISED IN THE
SAME JURISDICTION AS THAT IN WHICH THE PREDECESSOR OBLIGOR IS ORGANISED AND IS
EITHER:
(I)
AN EXISTING OBLIGOR; OR
(II)
A SUBSIDIARY OF THE COMPANY THAT IS ENTITLED
TO BECOME (AND SUBSEQUENTLY DOES BECOME) AN OBLIGOR IN ACCORDANCE WITH THE
PROVISIONS OF CLAUSE 26.1 (ACCEDING BORROWERS) OR CLAUSE 26.2 (ACCEDING
GUARANTORS); AND
(C)
THE SUCCESSOR ENTITY DOES NOT INCUR ANY
ADDITIONAL MATERIAL LIABILITIES IN CONNECTION WITH THE SOLVENT LIQUIDATION OTHER
THAN THOSE WHICH ARE TO BE TRANSFERRED TO IT BY THE PREDECESSOR OBLIGOR BUT
WHICH DID NOT ARISE DIRECTLY AS A RESULT OF THE SOLVENT LIQUIDATION;
(D)
TO THE EXTENT PREVIOUSLY PROVIDED IN
RESPECT OF THE SHARES OF THE PREDECESSOR OBLIGOR, THE FINANCE PARTIES ARE
GRANTED A FIRST RANKING SECURITY INTEREST OVER THE SHARES OF THE SUCCESSOR
ENTITY;
(E)
NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD ARISE FROM THE LIQUIDATION TRANSFER OR THE SOLVENT
LIQUIDATION;
(F)
IMMEDIATELY AFTER THE SOLVENT
LIQUIDATION, THE FOLLOWING DOCUMENTS ARE DELIVERED TO THE FACILITY AGENT EACH IN
A FORM PREVIOUSLY APPROVED BY THE FACILITY AGENT (ACTING