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
The Ultimate Parent shall procure that no Senior Facilities Obligor or 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:
(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 DATE OF THIS AGREEMENT 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
MEMBER OF THE GROUP FOR THE PURPOSES OF FUNDING DRAWINGS AVAILABLE UNDER THE
UNDRAWN PORTION OF ANY EXISTING UKTV GROUP LOAN STOCK OF UP TO £50 MILLION IN
AGGREGATE;
(V)
IN ACCORDANCE WITH CLAUSE 20.9 (JOINT
VENTURES); OR
(VI)
BY THE US SENIOR FACILITIES BORROWER PURSUANT
TO THE NOTES;
(E)
ANY LOANS MADE BY ANY MEMBER OF THE BANK
GROUP TO ITS EMPLOYEES EITHER:
(I)
IN THE ORDINARY COURSE OF ITS EMPLOYEES'
EMPLOYMENT; OR
104
(II)
TO FUND THE EXERCISE OF SHARE OPTIONS OR THE
PURCHASE OF CAPITAL STOCK BY ITS EMPLOYEES, DIRECTORS, OFFICERS OR CONSULTANTS
OF THE GROUP
provided that the aggregate principal amount of all such loans shall not at any
time exceed £10 million (or its equivalent in other currencies);
(F)
ANY LOAN MADE BY A MEMBER OF THE BANK
GROUP PURSUANT TO EITHER AN ASSET PASSTHROUGH OR A FUNDING PASSTHROUGH;
(G)
ANY LOAN MADE BY A MEMBER OF THE BANK GROUP
TO A MEMBER OF THE GROUP, WHERE THE PROCEEDS OF SUCH LOAN ARE, OR ARE TO BE
(WHETHER DIRECTLY OR INDIRECTLY) USED:
(I)
TO MAKE PAYMENTS