OVER ASSETS SUBJECT TO THE 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 FINANCE PARTIES UNDER THE HYD INTERCREDITOR
AGREEMENT OR ANY OTHER INTERCREDITOR ARRANGEMENT WHICH IS EITHER:
(A)
on terms satisfactory to the Facility Agent
(acting on the instructions of an Instructing Group); or
(B)
on terms comparable to the Existing Telewest
Second Lien Credit Facility Agreement and related intercreditor agreement,
provided that in either case, each of the Finance Parties agrees to execute such
intercreditor agreement as soon as practicable following request from the
Company.
131
25.3
LOANS AND GUARANTEES
No Obligor shall (and the Company 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:
(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 AN OBLIGOR TO AN OBLIGOR BY WAY OF SUBORDINATED FUNDING;
(II)
BY ONE OBLIGOR TO ANOTHER OBLIGOR;
(III)
BY A MEMBER OF THE BANK GROUP WHICH IS NOT AN
OBLIGOR TO ANY OTHER MEMBER OF THE BANK GROUP WHICH IS NOT AN OBLIGOR; OR
(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 25.9 (JOINT
VENTURES);
(VI)
BY THE US 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
(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