WHICH IS CREATED BY ANY MEMBER OF THE BANK GROUP IN SUBSTITUTION
FOR ANY EXISTING ENCUMBRANCE REFERRED TO IN PARAGRAPH (A)(II) ABOVE OF THIS
CLAUSE 20.2, PROVIDED THAT THE PRINCIPAL AMOUNT SECURED THEREBY MAY NOT BE
INCREASED UNLESS ANY ENCUMBRANCE IN RESPECT OF SUCH INCREASED AMOUNT WOULD BE
PERMITTED UNDER ANOTHER PARAGRAPH OF THIS CLAUSE 20.2;
(N)
SECURING THE EXISTING BASEBALL FACILITIES, PROVIDED THAT SUCH
ENCUMBRANCE IS RELEASED WITHIN 10 BUSINESS DAYS OF THE BASEBALL EFFECTIVE DATE;
OR
(O)
SECURING FINANCIAL INDEBTEDNESS THE PRINCIPAL AMOUNT OF WHICH
(WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF ANY OTHER FINANCIAL INDEBTEDNESS
WHICH HAS THE BENEFIT OF AN ENCUMBRANCE OTHER THAN AS PERMITTED PURSUANT TO
PARAGRAPHS (A) TO (N) ABOVE) DOES NOT EXCEED £300 MILLION (OR ITS EQUIVALENT IN
OTHER CURRENCIES):
(I)
OF WHICH UP TO £250 MILLION (OR ITS EQUIVALENT IN OTHER
CURRENCIES) MAY BE SECURED ON ASSETS NOT SUBJECT TO THE SENIOR FACILITIES
SECURITY; AND
(II)
WHICH MAY BE SECURED ON A SECOND RANKING BASIS OVER ASSETS
SUBJECT TO THE SENIOR FACILITIES SECURITY, PROVIDED THAT SUCH SECOND RANKING
SECURITY SHALL BE GRANTED ON TERMS WHERE THE RIGHTS OF THE RELEVANT MORTGAGEE,
CHARGEE OR OTHER BENEFICIARY OF SUCH SECURITY IN RESPECT OF ANY PAYMENT WILL BE
SUBORDINATED TO THE RIGHTS OF THE SENIOR FACILITIES FINANCE PARTIES UNDER THE
HYD INTERCREDITOR AGREEMENT OR ANY OTHER INTERCREDITOR ARRANGEMENT WHICH IS
EITHER:
(A)
on terms satisfactory to the Senior Facility Agent (acting on the
instructions of an Senior Facilities Instructing Group); or
(B)
on terms comparable to the Existing Telewest Second Lien Credit
Facility Agreement and related intercreditor agreement.
20.3
LOANS AND GUARANTEES
No Obligor which is also a Senior Obligor shall (and the Ultimate Parent shall
procure that no member of the Bank Group shall), without the prior written
consent of an Instructing Group, grant any loan or credit or give any guarantee
in any such case in respect of Financial Indebtedness, other than:
101
(A)
ANY EXTENSION OF TRADE CREDIT OR GUARANTEES, BONDS OR INDEMNITIES
GRANTED IN THE ORDINARY COURSE OF BUSINESS ON USUAL AND CUSTOMARY TERMS;
(B)
ANY CREDIT GIVEN BY A MEMBER OF THE BANK GROUP TO ANOTHER MEMBER
OF THE BANK GROUP WHICH ARISES BY REASON OF CASH-POOLING, SET-OFF OR OTHER CASH
MANAGEMENT ARRANGEMENT OF THE BANK GROUP;
(C)
THE EXISTING LOANS PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT
OUTSTANDING THEREUNDER MAY NOT BE INCREASED FROM THAT EXISTING AT THE ORIGINAL
EXECUTION DATE IN RELIANCE ON THIS PARAGRAPH (C) (EXCEPT WITH RESPECT TO ACCRUAL
OR CAPITALISATION OF INTEREST);
(D)
ANY LOANS OR CREDIT GRANTED:
(I)
BY A MEMBER OF THE BANK GROUP WHICH IS NOT A SENIOR FACILITIES
OBLIGOR TO A SENIOR FACILITIES OBLIGOR BY WAY OF SUBORDINATED FUNDING;
(II)
BY ONE SENIOR FACILITIES OBLIGOR TO ANOTHER SENIOR FACILITIES
OBLIGOR;
(III)
BY A MEMBER OF THE BANK GROUP WHICH IS NOT A SENIOR FACILITIES
OBLIGOR TO ANY OTHER MEMBER OF THE BANK GROUP WHICH IS NOT A SENIOR FACILITIES
OBLIGOR;
(IV)
BY A MEMBER OF THE BANK GROUP TO THE RELEVANT