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;
(II)
THE SUCCESSOR ENTITY IS ORGANISED IN THE SAME JURISDICTION AS THAT
IN WHICH THE PREDECESSOR OBLIGOR IS ORGANISED AND IS EITHER:
(A)
AN EXISTING OBLIGOR; OR
(B)
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);
(III)
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;
(IV)
TO THE EXTENT PREVIOUSLY PROVIDED IN RESPECT OF THE SHARES OR THE
ASSETS OF THE PREDECESSOR OBLIGOR, THE RELEVANT FINANCE PARTIES ARE GRANTED A
FIRST RANKING SECURITY INTEREST OVER THE SHARES AND/OR ASSETS OF THE SUCCESSOR
ENTITY TO THE EXTENT REQUIRED IN ORDER TO COMPLY WITH THE 80% SECURITY TEST;
(V)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD ARISE
FROM THE SOLVENT LIQUIDATION TRANSFER OR THE SOLVENT LIQUIDATION; AND
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(VI)
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 ON THE INSTRUCTIONS OF AN INSTRUCTING GROUP):
(A)
COPIES OF SOLVENCY DECLARATIONS OF THE DIRECTORS OF THE SUCCESSOR
ENTITY CONFIRMING TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THAT THE SUCCESSOR
ENTITY WAS BALANCE SHEET SOLVENT IMMEDIATELY PRIOR TO AND AFTER THE SOLVENT
LIQUIDATION, ACCOMPANIED BY ANY REPORT BY THE AUDITORS OR OTHER ADVISERS OF THE
RELEVANT SUCCESSOR ENTITY ON WHICH SUCH DIRECTORS HAVE RELIED FOR THE PURPOSES
OF GIVING SUCH DECLARATION;
(B)
COPIES OF THE RESOLUTIONS OF THE PREDECESSOR OBLIGOR AND THE SUCCESSOR
ENTITY (TO THE EXTENT REQUIRED BY LAW) APPROVING THE LIQUIDATION TRANSFER AND/OR
THE LIQUIDATION (AS APPLICABLE);
(C)
COPIES OF THE STATUTORY DECLARATIONS OF THE DIRECTORS OF THE
PREDECESSOR OBLIGOR (TO THE EXTENT REQUIRED BY LAW) GIVEN IN CONNECTION WITH
SOLVENT LIQUIDATION;
(D)
A COPY OF THE EXECUTED TRANSFER AGREEMENT RELATING TO THE LIQUIDATION
TRANSFER; AND
(E)
THE LEGAL OPINION FROM THE SUCCESSOR ENTITY'S COUNSEL CONFIRMING
(I) THE DUE CAPACITY AND INCORPORATION OF EACH OF THE SUCCESSOR ENTITY AND THE
PREDECESSOR OBLIGOR, (II) THE POWER AND AUTHORITY OF THE SUCCESSOR ENTITY TO
ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ANY OTHER
RELEVANT FINANCE DOCUMENT TO WHICH IT IS A PARTY AND (III) THAT THE TRANSFER
AGREEMENT GIVING EFFECT TO THE LIQUIDATION TRANSFER IS LEGALLY BINDING AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(B)
THE SOLVENT LIQUIDATION, DISSOLUTION OR OTHER REORGANISATION OF ANY
OBLIGOR THAT IS NOT A MATERIAL SUBSIDIARY (OTHER THAN ANY BORROWER, THE COMPANY,
INTERMEDIATE HOLDCO AND VIRGIN MEDIA SECURED FINANCE PLC) SHALL BE PERMITTED
PROVIDED THAT ANY