OR OTHER INTERESTS HELD IN, OR OVER THE ASSETS (INCLUDING,
WITHOUT LIMITATION, PRESENT OR FUTURE REVENUES), ATTRIBUTABLE TO A PROJECT
COMPANY, A BANK GROUP EXCLUDED SUBSIDIARY OR A PERMITTED JOINT VENTURE;
(L)
OVER CASH DEPOSITED AS SECURITY FOR THE
OBLIGATIONS OF A MEMBER OF THE BANK GROUP IN RESPECT OF A PERFORMANCE BOND,
GUARANTEE, STANDBY LETTER OF CREDIT OR SIMILAR FACILITY ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS OF THE BANK GROUP;
(M)
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 25.2, 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 25.2;
(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 £330
MILLION (OR ITS EQUIVALENT IN OTHER CURRENCIES):
(I)
OF WHICH UP TO £275 MILLION (OR ITS
EQUIVALENT IN OTHER CURRENCIES) MAY BE SECURED ON ASSETS NOT SUBJECT TO THE
SECURITY; OR
(II)
OF WHICH UP TO £50 MILLION MAY BE SECURED ON
A SECOND RANKING BASIS 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
147
(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.
For the avoidance of doubt, no Encumbrance may be granted by any member of the
Bank Group to secure the obligations under or in connection with the C Facility,
the New High Yield Notes or any High Yield Refinancing that refinances the New
High Yield Notes.
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