DISCHARGE OR PURCHASE ANY AMOUNT OF PRINCIPAL
OF (OR CAPITALISED INTEREST ON) OR PAY ANY AMOUNT OF INTEREST IN RESPECT OF
SUBORDINATED FUNDING,
99
other than:
(I)
TO THE EXTENT THE SHARE CAPITAL OF SUCH TCN GROUP OBLIGOR IS HELD
BY ONE OR MORE OTHER TCN GROUP OBLIGORS OR TO THE EXTENT THE SHARE CAPITAL OF
ANY MEMBER OF THE TCN GROUP WHICH IS NOT AN OBLIGOR IS HELD BY ONE OR MORE OTHER
MEMBERS OF THE TCN GROUP;
(II)
TO THE EXTENT DISCHARGED IN CONSIDERATION OF A TRANSFER OF ANY
NON-CASH ASSET THE DISPOSAL OF WHICH IS NOT OTHERWISE PROHIBITED BY THIS
AGREEMENT, BY THE WAIVER OF ANY PAYMENT WHERE NO CASH CONSIDERATION IS GIVEN IN
RESPECT OF SUCH WAIVER OR BY WAY OF CONVERSION INTO ANY SECURITIES (INCLUDING
CONVERTIBLE UNSECURED LOAN STOCK), (OR VICE VERSA), WHICH DO NOT INVOLVE ANY
CASH PAYMENTS OR BY WAY OF CAPITAL CONTRIBUTION TO THE DEBTOR IN RESPECT OF SUCH
SUBORDINATED FUNDING;
(III)
PROVIDED THAT NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
OR IS LIKELY TO OCCUR AS A RESULT THEREOF, TO THE EXTENT REQUIRED TO FUND
PERMITTED PAYMENTS;
(IV)
AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO THE
EXTENT REQUIRED TO FUND PERMITTED PAYMENTS (A) UNDER PARAGRAPH (A)(II) OF THE
DEFINITION THEREOF TO THE EXTENT MADE TO TELEWEST UK OR THE ULTIMATE PARENT (AND
PROVIDED THAT DOCUMENTATION DETAILING THE SAME IS PROVIDED TO THE FACILITY AGENT
IN ADVANCE OF MAKING ANY SUCH LOAN) OR (B) OTHERWISE TO THE EXTENT NOT
PROHIBITED BY THE PRINCIPAL INTERCREDITOR DEED OR ANY APPLICABLE TGD
INTERCREDITOR AGREEMENT; OR
(V)
TO THE EXTENT SUCH REDEMPTION, REPURCHASE, DEFEASANCE, RETIREMENT
OR REPAYMENT IS IN RESPECT OF A NOMINAL AMOUNT.
19.6
DISPOSALS
No TCN Group Obligor shall (and TCN shall procure that no member of the TCN
Group shall), either in a single transaction or in a series of related
transactions, engage in any Disposal other than:
(A)
ANY PAYMENT REQUIRED TO BE MADE UNDER THE FINANCE DOCUMENTS;
(B)
THE DISPOSAL OF OBSOLETE OR SURPLUS ASSETS NO LONGER REQUIRED FOR
THE EFFICIENT OPERATION OF THE CORE BUSINESS OF THE TCN GROUP, ON ARMS' LENGTH
COMMERCIAL TERMS;
(C)
DISPOSALS OF CASH, THE LENDING OR REPAYMENT OF CASH OR THE
DISPOSAL OF CASH EQUIVALENT INVESTMENTS OR MARKETABLE SECURITIES, ON ARMS'
LENGTH COMMERCIAL TERMS WHERE THE SAME IS NOT OTHERWISE RESTRICTED BY THE TERMS
OF THE FINANCE DOCUMENTS;
(D)
DISPOSALS BY A TCN GROUP OBLIGOR TO ANOTHER TCN GROUP OBLIGOR,
PROVIDED THAT IF THE RELEVANT ASSETS ARE SUBJECT TO EXISTING SECURITY THEY
REMAIN SO OR WILL BE MADE SUBJECT TO SECURITY (IN FORM AND SUBSTANCE
SUBSTANTIALLY SIMILAR TO THE EXISTING SECURITY OR OTHERWISE IN SUCH FORM AND
SUBSTANCE AS MAY REASONABLY BE REQUIRED BY THE FACILITY AGENT) WITHIN 10
BUSINESS DAYS OF SUCH DISPOSAL;
(E)
DISPOSALS BY A MEMBER OF THE TCN GROUP WHICH IS NOT AN OBLIGOR TO
ANOTHER MEMBER OF THE GROUP;
(F)
DISPOSALS ON ARM'S LENGTH COMMERCIAL TERMS WHERE THE CASH
PROCEEDS OF SUCH