Common use of Acquisitions and Investments Clause in Contracts

Acquisitions and Investments. 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, purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (g) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (h) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (r) of Clause 25.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction.

Acquisitions and Investments. 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, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company Borrower or a Subsidiary of Virgin Media Communications Limited (formerly known as NTL Communications Limited) which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-wholly owned direct or indirect Subsidiary of the Company or Virgin Media Communications Limited (formerly known as NTL Communications Limited) as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in the limited partners of South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition expressly contemplated by the Steps Paper; (g) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gh) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (hi) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (rq) of Clause 25.6 (Disposals); (ij) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (jk) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (kl) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (lm) any the Baseball Acquisition; (n) the Alternative Baseball Acquisition, provided that: (i) the total cash payment for such acquisition by any member (including the assumption of debt) does not exceed £500 million; (ii) at the time of completion of such Alternative Baseball Acquisition, no Event of Default has occurred or in continuing or would occur as a result of such acquisition; and (iii) after giving pro forma effect for such Alternative Baseball Transaction, the Bank Group of any High Yield Notes provided that an amount equal continue to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made be in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisitioncompliance with Clause 23.2 (Ratios); (mo) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, Equity and (B) up to £200 million in aggregate of available cash within the Group and (C) any or Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance)that it is an Obligor, must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or and to the extent it becomes a Material Subsidiary, it shall accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and; (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (np) acquisitions not falling within paragraphs (a) to (mo) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (np) shall not exceed £300 million; and (oq) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals) of this Agreement that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction.

Acquisitions and Investments. 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, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company Borrower or a Subsidiary of Virgin Media Communications Limited (formerly known as NTL Communications Limited) which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-wholly owned direct or indirect Subsidiary of the Company or Virgin Media Communications Limited (formerly known as NTL Communications Limited) as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in the limited partners of South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition expressly contemplated by the Steps Paper; (g) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gh) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (hi) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (rq) of Clause 25.6 (Disposals); (ij) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (jk) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (kl) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (lm) any the Baseball Acquisition; (n) the Alternative Baseball Acquisition, provided that: (i) the total cash payment for such acquisition by any member (including the assumption of debt) does not exceed £500 million; (ii) at the time of completion of such Alternative Baseball Acquisition, no Event of Default has occurred or in continuing or would occur as a result of such acquisition; and (iii) after giving pro forma effect for such Alternative Baseball Transaction, the Bank Group of any High Yield Notes provided that an amount equal continue to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made be in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisitioncompliance with Clause 23.2 (Ratios); (mo) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, Equity and (B) up to £200 million in aggregate of available cash within the Group and (C) any or Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance)that it is an Obligor, must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or and to the extent it becomes a Material Subsidiary, it shall accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction.

Acquisitions and Investments. No Obligor Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, (and the Company shall procure that no member of the Bank Group shall)i) purchase or acquire any Capital Stock, without the prior written consent of an Instructing Group, purchase, subscribe for or otherwise acquire or invest in any shares (obligations or other securities of, or any interest in it) in, any Person, including the establishment or incorporatecreation of a Subsidiary, or (ii) make any company acquisition of a material portion of the assets of another Person, or acquire (by subscription or otherwise) or invest in of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (save iii) make or purchase any advance, loan, extension of credit or capital contribution to or any other investment in any Person including Borrower, any Affiliate of Borrower or any Subsidiary of Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for: (a) Investments in cash, Cash Equivalents and in any securities held in the Pledged Securities Collateral which meets the requirements set forth in this Agreement; (b) Investments by any Loan Party in any other Loan Party or in any other Subsidiary (including any Foreign Subsidiary); provided, that: (i) the Loan Parties shall accurately record all intercompany transactions on their respective books and records; (ii) at the time any such intercompany Investment is made by any Loan Party and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom; (c) Investments acquired in connection with the settlement of delinquent Accounts in the ordinary course of business or in connection with the bankruptcy or reorganization of suppliers or customers; (d) Investments existing on the Closing Date either (i) set forth in Schedule 7.6 or (ii) which have been fully reserved in accordance with GAAP; (e) loans or advances to employees permitted under Section 7.9; (f) Investments permitted by Section 7.7, including any stock repurchases, dividends, distributions and redemptions; (g) any Permitted Acquisitions; (h) deposits for taxes and insurance and similar items required under any lease obligations; (i) extensions of credit of accounts receivable arising from the sale of goods and services in the ordinary course of business and Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (g) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (h) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (r) of Clause 25.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank GroupInvestments, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior in addition to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security DocumentsInvestments listed above, in form and substance satisfactory an aggregate amount outstanding at any time not to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction$10,000,000.

Acquisitions and Investments. No Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Company Borrower shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) any acquisition, incorporation or investment relating to an Integrated Merger Event; (b) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (bc) any acquisition or investment made by a member of the Broadcast Group from cash generated from within the Broadcast Group; (d) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (ce) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company Borrower or a Subsidiary of Virgin Media NTL Communications Limited (other than prior to the accession of Cableco as a party to this Agreement, the Borrower and its Subsidiaries, and thereafter, Cableco and its Subsidiaries) or after an Integrated Merger Event, a Subsidiary of the Holding Company of the Target Group which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-wholly owned direct or indirect Subsidiary of the Company Borrower or Virgin Media NTL Communications Limited or the Target, as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (df) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in the limited partners of South Hertfordshire United Kingdom Fund, Ltd.; (eg) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (fh) any acquisition of assets as referred to in paragraph (a) of the definition of Asset Adjustment Payments; (i) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gj) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (hk) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (ru) of Clause 25.6 (Disposals); (il) at any time after 31 December 2004, any direct or indirect acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank GroupContent, provided that the disposal ratio of such assets or revenues by the relevant member of the Consolidated Senior Debt to Bank Group is permitted under Clause 25.6 (Disposals); (k) arising from Covenant Profit for the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, Quarter Date falling immediately prior to the time of date on which the relevant acquisition occurs calculated on an annualised basis for the Semi-Annual Period ending on such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking Quarter Date as shown in a Compliance Certificate delivered pursuant to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (ka) being challenged or set aside of Clause 22.5 (Compliance Certificates) is not greater more than any such possibility the ratio specified opposite the financial year set out in relation to the Security entered into by or in respect of table below during which the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment relevant Quarter Date falls. 2005 2.95:1 2006 2.75:1 2007 2.55:1 2008 2.35:1 2009 and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition;thereafter 2.15:1 (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (ml) above provided that the aggregate consideration for the value of acquisitions permitted by this paragraph (nm) shall not exceed exceed: (i) in respect of the financial year of the Bank Group ended 31 December 2004, £300 79 million; andor (oii) investments in respect of any Asset Securitisation Subsidiary subsequent financial year of the Bank Group, 4% of Bank Group Consolidated Revenues for the preceding financial year of the Bank Group, calculated by reference to the annual financial information for the Bank Group delivered in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by respect of the preceding financial year of the Bank Group pursuant to paragraph (d) of Clause 25.6(j) 22.1 (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transactionFinancial Statements).

Acquisitions and Investments. 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, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” shelf company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company Borrower or a Subsidiary of Virgin Media Communications Limited (formerly known as NTL Communications Limited) which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-wholly owned direct or indirect Subsidiary of the Company or Virgin Media Communications Limited (formerly known as NTL Communications Limited) as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in the limited partners of South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition expressly contemplated by the Steps Paper; (g) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gh) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (hi) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (rq) of Clause 25.6 (Disposals); (ij) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (jk) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (kl) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (lm) any the Baseball Acquisition; (n) the Alternative Baseball Acquisition, provided that: (i) the total cash payment for such acquisition by any member (including the assumption of debt) does not exceed 500 million; (ii) at the time of completion of such Alternative Baseball Acquisition, no Event of Default has occurred or in continuing or would occur as a result of such acquisition; and (iii) after giving pro forma effect for such Alternative Baseball Transaction, the Bank Group of any High Yield Notes provided that an amount equal continue to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made be in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisitioncompliance with Clause 23.2 (Ratios); (mo) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, Equity and (B) up to 200 million in aggregate of available cash within the Group and (C) any or Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance)that it is an Obligor, must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or and to the extent it becomes a Material Subsidiary, it shall accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and; (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (np) acquisitions not falling within paragraphs (a) to (mo) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (np) shall not exceed £300 million; and (oq) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals) of this Agreement that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction.

Acquisitions and Investments. 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, purchase, subscribe for Purchase or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) or invest in any business or (save in the ordinary course of business) purchase or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration share exchange) any part or amount of the Capital Stock, partnership interests, or assets of, or make any investments in, any other firm or corporation, or enter into any new business activities or ventures not reasonably related to its present business; or form, create or acquire any Subsidiary, EXCEPT: (a) Permitted Investments, PROVIDED, THAT, (i) no Loans are then outstanding and (ii) as to any of the foregoing, unless waived in respect writing by Lender, Borrowers shall take such actions as are deemed necessary by Lender to perfect the security interest of any disposal as contemplated Lender in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein)such investments; (b) the incorporation existing equity investments of a company or the acquisition of an “off-the-shelf” company which is or becomes a member Borrowers as of the Bank Groupdate hereof in their Subsidiaries, PROVIDED, THAT, Borrowers shall have no obligation to make any other investment in, or loans to, or other payments in respect of, any such Subsidiaries; (c) any the formation or acquisition by a Borrower after the date hereof of one or more Subsidiaries incorporated or organized under the laws of any member State of the Bank Group United States of America; PROVIDED, THAT, promptly after the aggregate amount of all loans, advances, capital contributions or other investments or payments by Borrowers to, or for the acquisition of, such Subsidiaries or otherwise in connection with a disposal permitted by the provisions of Clause 25.6 therewith exceeds $100,000 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications except as the case Lender may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either otherwise agree): (i) Borrowers shall cause such newly issued shares shall also be subject Subsidiaries to Security (execute and deliver to Lender, in form and substance substantially similar satisfactory to any existing Security or Lender, (A) an absolute and unconditional guarantee of payment of the Obligations, (B) a security agreement granting to Lender a first security interest and lien (except as otherwise consented to in such form and substance as may be reasonably required writing by the Facility AgentLender) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (g) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (h) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (r) of Clause 25.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets ofof such Subsidiaries, the converted organisation(C) related Uniform Commercial Code Financing Statements, and (D) such other agreements, documents and instruments as Lender may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing Indebtedness of at least an equivalent nature and ranking such new Subsidiaries to the Security previously provided by the Original Company Lender, and (ii) the Security Trustee is satisfied that any possibility Borrower or Borrowers which are the owner(s) of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any Capital Stock of such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount Subsidiaries shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) execute and deliver to Lender, in form and substance satisfactory to Lender, a pledge and security agreement granting to Lender a first pledge of and lien on all of the proceeds issued and outstanding shares of New EquityCapital Stock of such Subsidiaries, and (B) available cash within deliver the Group and original stock certificates evidencing such shares of Capital Stock (Cor such other evidence as may be issued in the case of a limited liability company) any Financial Indebtedness permitted together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a limited liability company in which such interests are certificated, or otherwise take such actions as Lender shall require with respect to be incurred by this Agreement; the perfection of Lender's security interests therein), (iii) the Acquiree has positive earnings before taxaggregate amount of all loans, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow advances, capital contributions or other investments or payments by Borrowers to, or for the previous one financial year ending on acquisition of, such Subsidiaries or otherwise in connection therewith, shall not in the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; aggregate exceed $2,500,000, (iv) in the case of loans and advances, the original of any promissory note or other instrument evidencing the Indebtedness arising pursuant to such loans and advances shall be delivered, or caused to be delivered, to Lender, at Lender's option, together with an appropriate endorsement and with full recourse to the payee thereof, (v) as of the date of any such loan, advance, capital contribution or other investment or payment by any Borrower to, or for the acquisition of, such Subsidiaries or otherwise in connection therewith and after giving effect thereto, the Excess Availability for each of the immediately preceding thirty (30) consecutive days shall have been not less than $7,500,000, and as of the date of any such loan, advance, capital contribution or other investment or payment by any Borrower to or for the acquisition of all such Subsidiaries or otherwise in connection therewith and after giving effect thereto, the Excess Availability shall be not less than $7,000,000 and (vi) Lender shall have received (A) not less than ten (10) Business Days prior written notice of the issued share capital formation or acquisition of the Acquireesuch Subsidiaries and such information with respect thereto as Lender may request, as soon as reasonably practicableand (B) true, but in any case within 90 days from the completion correct and complete copies of the Permitted Acquisitionall agreements, the Acquiree (documents and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors)instruments relating thereto; (vd) in the case guarantees by any Subsidiaries of Borrowers of the acquisition Obligations in favor of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transactionLenders.

Acquisitions and Investments. No TCN Group Obligor shall (and the Company TCN shall procure that no member of the Bank TCN Group shall), without the prior written consent of an Instructing Group, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) all or invest in any substantial part of the assets, property or business or (including Content, save to the extent envisaged in the ordinary course Long Range Plan) of business) purchase or otherwise acquire any other person or any assets that constitute a division or operating unit of the business of any other person, other than: (a) any acquisition, incorporation or investment relating to an Integrated Merger Event; (b) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal Disposal as contemplated in the proviso to Clause 25.6 24.6 (Disposals) and subject to the conditions set out therein); (bc) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank TCN Group; (cd) any acquisition by any member of the Bank TCN Group in connection with a disposal Disposal permitted by the provisions of Clause 25.6 24.6 (Disposals) and any acquisition or subscription by a member of the Bank TCN Group Obligor of shares issued by another TCN Group Obligor or, after an Integrated Merger Event, a Subsidiary of the Company or a Subsidiary holding company of Virgin Media Communications the Target Group which in any such case, is a member of the Bank TCN Group which will, after the acquisition of such shares shares, become a wholly-owned direct or indirect Subsidiary of TCN or by any other member of the Company or Virgin Media Communications as Group (not being a TCN Group Obligor) of shares issued by any member of the Group other than a TCN Group Obligor; provided in each case may be, provided that if the other shares of such Subsidiary TCN Group Obligor or other member of the Group are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank TCN Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gf) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank TCN Group with any other person which is permitted by Clause 25.8 24.8 (Mergers); (hg) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (ro) of Clause 25.6 24.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (jh) any purchase or acquisition of assets or revenues by a member of the Bank TCN Group from a member of the Bank TCN Group, provided that the disposal Disposal of such assets or revenues by the relevant member of the Bank TCN Group is permitted under Clause 25.6 24.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (mh) above of up to an amount of £40,000,000; or (j) acquisitions not falling within paragraphs (a) to (i) above, provided that TCN can demonstrate by reference to the quarterly information most recently delivered pursuant to Clause 21.1 (Financial Statements) that the ratio of Consolidated Net Borrowings (as at the date of such financial statements, calculated on a pro forma basis giving effect to any Financial Indebtedness incurred by any member of the TCN Group in connection with such acquisition and any Financial Indebtedness raised by any member of the TCN Group since the date of such quarterly information and on a pro forma basis giving effect to the acquisition) to Consolidated Annualised TCN Group Net Operating Cash Flow for the Semi-Annual Period then ended is not more than 3.0 to 1.0 and provided further that the aggregate consideration for the value of acquisitions permitted in any financial year of the TCN Group by this paragraph (nj) shall not exceed £300 million; and the aggregate of 3% of TCN Group Consolidated Revenues for the preceding financial year of the TCN Group, calculated by reference to the annual financial information for the TCN Group delivered in respect of the preceding financial year of the TCN Group pursuant to Clause 21.1 (o) Financial Statements), plus any amount permitted to be used during such financial year for investments in any Asset Securitisation Subsidiary Joint Ventures in connection accordance with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j24.9 (Joint Ventures) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transactionwhich has not been so used.

Acquisitions and Investments. No TCN Group Obligor shall (and the Company TCN shall procure that no member of the Bank TCN Group shall), without the prior written consent of an Instructing Group, ) purchase, subscribe for or otherwise acquire or invest in any shares (or other securities or any interest in it) in, or incorporate, any company or acquire (by subscription or otherwise) all or invest in any substantial part of the assets, property or business or (including Content, save to the extent envisaged in the ordinary course Long Range Plan) of business) purchase or otherwise acquire any other person or any assets that constitute a division or operating unit of the business of any other person, other than: (a) any acquisition, incorporation or investment relating to an Integrated Merger Event; (b) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal Disposal as contemplated in the proviso to Clause 25.6 19.6 (Disposals) and subject to the conditions set out therein); (bc) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank TCN Group; (cd) any acquisition by any member of the Bank TCN Group in connection with a disposal Disposal permitted by the provisions of Clause 25.6 19.6 (Disposals) and any acquisition or subscription by a member of the Bank TCN Group Obligor of shares issued by another TCN Group Obligor or, after an Integrated Merger Event, a Subsidiary of the Company or a Subsidiary holding company of Virgin Media Communications the Target Group which in any such case, is a member of the Bank TCN Group which will, after the acquisition of such shares shares, become a wholly-owned direct or indirect Subsidiary of TCN or by any other member of the Company or Virgin Media Communications as Group (not being a TCN Group Obligor) of shares issued by any member of the Group other than a TCN Group Obligor; provided in each case may be, provided that if the other shares of such Subsidiary TCN Group Obligor or other member of the Group are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances)Security, either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank TCN Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (gf) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank TCN Group with any other person which is permitted by Clause 25.8 19.8 (Mergers); (hg) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (ro) of Clause 25.6 19.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (jh) any purchase or acquisition of assets or revenues by a member of the Bank TCN Group from a member of the Bank Group, TCN Group provided that the disposal Disposal of such assets or revenues by the relevant member of the Bank TCN Group is permitted under Clause 25.6 19.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) in the case of the acquisition of a business or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (mh) above of up to an amount of £40,000,000; or (j) acquisitions not falling within paragraphs (a) to (i) above, provided that TCN can demonstrate by reference to the quarterly information most recently delivered pursuant to Clause 16.1 (Financial Statements) that the ratio of Consolidated Net Borrowings (as at the date of such financial statements, calculated on a pro forma basis giving effect to any Financial Indebtedness incurred by any member of the TCN Group in connection with such acquisition and any Financial Indebtedness raised by any member of the TCN Group since the date of such quarterly information and on a pro forma basis giving effect to the acquisition) to Consolidated Annualised TCN Group Net Operating Cash Flow for the Semi-Annual Period then ended is not more than 3.0 to 1.0 and provided further that the aggregate consideration for the value of acquisitions permitted in any financial year of the TCN Group by this paragraph (nj) shall not exceed £300 million; and the aggregate of 3% of TCN Group Consolidated Revenues for the preceding financial year of the TCN Group, calculated by reference to the annual financial information for the TCN Group delivered in respect of the preceding financial year of the TCN Group pursuant to Clause 16.1 (oFinancial Statements) plus any amount permitted to be used during such financial year for investments in any Asset Securitisation Subsidiary Joint Ventures in connection accordance with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j19.9 (Joint Ventures) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transactionwhich has not been so used.

Acquisitions and Investments. No Obligor (a) The Borrower shall (not, and the Company shall procure that no member not cause, permit or suffer any other Group Member to, directly or indirectly, make any Acquisition or enter into any agreement to make any Acquisition for consideration consisting of cash or cash equivalents, common stock of the Bank Group shallBorrower (valued at the market value thereof as of the date of issuance thereof), without other securities or properties of the Borrower or any other Group Member (valued in good faith by the board of directors of the Borrower), the assumption of any debt (valued at the principal amount thereof), any other consideration (valued in good faith by the board of directors of the Borrower) or any combination of the foregoing; except that the Borrower or any other Group Member may make Acquisitions provided that (i) immediately prior written consent to such Acquisition, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such Acquisition, no Default shall have occurred or be continuing, and (iii) the aggregate value of an Instructing Groupall consideration for all Acquisitions made during any fiscal year shall not exceed $50,000,000. (b) The Borrower shall not, purchaseand shall not cause, subscribe for permit or otherwise acquire suffer any other Group Member to, make or invest in commit to make any shares (advance, loan, extension of credit or capital contribution to, or purchase of any stock, bonds, notes, debentures or other securities or any interest in it) inof, or incorporate, make any company or acquire other investment (by subscription way of guarantee or otherwise) or invest in any business Person other than (i) investments in obligations of, and obligations of third parties that are fully guaranteed as to principal and interest by, the United States of America; or (save ii) investments in commercial paper issued by any Person having at least an A2 credit rating from the publication services of Standard & Poor's Credit Corp. ("S&P"), or P2 by Moodx'x Xxxestor Services, Inc. ("Moody's"), or similar ratings provided by successor rating agencies; or (iii) demand deposits maintained in the ordinary course of business) purchase the Borrower's business or otherwise acquire any other assets other than: (a) the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect that of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) and subject to the conditions set out therein); (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; other Group Members; or (civ) any acquisition by any member of the Bank Group in connection with a disposal permitted repurchase agreements collateralized by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which investments referred to in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either (i) such newly issued shares shall also be subject to Security (in form and substance substantially similar to any existing Security or otherwise in such form and substance as may be reasonably required by the Facility Agent) upon their issue or (ii) such shares shall be made subject to Security (in form and substance substantially similar to any existing Security above; or otherwise in such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (g) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (h) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (r) of Clause 25.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (k) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding Guarantors); (v) certificates of deposit, master notes, bankers' acceptances, or Eurodollar time deposits issued by commercial banks or trust companies having capital and surplus in the case excess of the acquisition of a business $100,000,000; or undertaking carried on as a going concern of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the acquirer, to the extent required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurance), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory to the Facility Agent and/or accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors); (vi) for any Permitted Acquisition obligations of states, municipalities, counties, political subdivisions, agencies of the Total Purchase Price foregoing and other similar entities, rated at least A, MIG-1, or MIG-2 by Moody's or at least A by S&P, or similar ratings by successor rating agencies; or (vii) unrated obligations of which is states, municipalities, counties, political subdivisions, agencies of the foregoing and other similar entities, supported by irrevocable letters of credit issued by commercial banks having capital and surplus in excess of £100 million$100,000,000 and long-term debt that is rated at least A by Moody's or S&P (or similar ratings by successor rating agencies) or commercial paper that is rated at least A2 by Moody's or P2 by S&P (or similar ratings by successor rating agencies); or (viii) unrated general obligations of states, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member municipalities, counties, political subdivisions, agencies of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly executed and delivered by all parties thereto, together with confirmation that all material Authorisations for such acquisition have been made, obtained and are in full force and effect; and (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (vii) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date and any borrowings incurred in connection with the acquisition or since the last day of the relevant testing period had been incurred on the first day of the relevant testing period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings foregoing and other synergies which are reasonably expected to result from the Permitted Acquisition; and (B) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end of the next Financial Quarter, such compliance to be demonstrated on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transaction.similar entities,

Acquisitions and Investments. No Obligor shall (and the Company shall procure that no member other than in respect of the Bank Group shall), UK Acquisition which the Obligors shall be permitted to consummate without reference to this Section, 11.3.5.1 make any investments in or acquisitions of any Capital Stock of any Person which would result in the prior written consent of an Instructing Group, purchase, subscribe for or otherwise acquire or invest in any shares (or other securities Borrower or any Subsidiary of the Borrower, directly or indirectly, having a controlling interest in it) insuch Person (for the purposes of this subsection 11.3.5, a Person shall have a controlling interest in another Person if such Person possesses, directly or incorporateindirectly, any company the power to direct or acquire (cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by subscription contract or otherwise) or invest to acquire all or substantially all of the Assets of an enterprise (a " Post-Closing Acquisition"), unless each such Post-Closing Acquisition meets the following conditions: 11.3.5.1.1 the Person or enterprise to be acquired or invested in any business or (save is in the ordinary course same line of business) purchase or otherwise acquire any other assets other than: (a) business as the purchase of or investment in Cash Equivalent Investments or Marketable Securities (including without limitation by way of consideration in respect of any disposal as contemplated in the proviso to Clause 25.6 (Disposals) Borrower and subject to the conditions set out therein)its Subsidiaries; (b) the incorporation of a company or the acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group; (c) any acquisition by any member of the Bank Group in connection with a disposal permitted by the provisions of Clause 25.6 (Disposals) and any acquisition or subscription by a member of the Bank Group of shares issued by a Subsidiary of the Company or a Subsidiary of Virgin Media Communications which in any such case, is a member of the Bank Group which will, after the acquisition of such shares become a wholly-owned direct or indirect Subsidiary of the Company or Virgin Media Communications as the case may be, provided that if the other shares of such Subsidiary are subject to existing Security and if such shares are required to remain subject to Security in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances), either 11.3.5.1.2 (i) the investment or acquisition is for all the Capital Stock of such newly issued shares shall also be subject to Security (in form and substance Person or all or substantially similar to any existing Security or otherwise in all of the Assets of such form and substance as may be reasonably required by the Facility Agent) upon their issue enterprise or (ii) if the investment or acquisition is for less than all the Capital Stock of such shares Person, then such Person shall be made subject to Security designated as an Excluded Subsidiary and the Borrower shall be in compliance with the financial thresholds contemplated by subsection 11.1.9, the whole as determined on a pro forma basis (in form and substance substantially similar to any existing Security or otherwise in by taking into consideration such form and substance as may be reasonably required by the Facility Agent) within 10 Business Days of their issue; (d) the acquisition of any shares in NTL South Herts or the acquisition of any limited partnership interests in South Hertfordshire United Kingdom Fund, Ltd.; (e) any acquisition made by a member of the Bank Group pursuant to the implementation of an Asset Passthrough or a Funding Passthrough; (f) any acquisition by any member of the Bank Group of any loan receivable, security or other asset by way of capital contribution or in consideration of the issue of any securities or of Subordinated Funding; (g) any acquisition of shares, assets, revenues or rights arising from an amalgamation, consolidation or merger of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (h) the acquisition of any leasehold interest in any assets which are the subject of a sale and leaseback permitted by the provisions of paragraph (r) of Clause 25.6 (Disposals); (i) any acquisition of or investment in any Joint Venture permitted by Clause 25.9 (Joint Ventures); (j) any purchase or acquisition of assets or revenues by a member of the Bank Group from a member of the Bank Group, provided that the disposal of and such assets or revenues by the relevant member of the Bank Group is permitted under Clause 25.6 (Disposals); (kdesignation) arising from the conversion of any company (the “Original Company”) from one form of organisation into another form of organisation provided that (i) if, prior to the time of such conversion, the Security Trustee has the benefit of Security over the shares of such Original Company or such Original Company is an Obligor, then the Company shall ensure that the Security Trustee is provided with Security over the equivalent ownership interests in, and substantially all of the assets of, the converted organisation, of at least an equivalent nature and ranking to the Security previously provided by the Original Company and (ii) the Security Trustee is satisfied that any possibility of the additional Security referred to in this paragraph (k) being challenged or set aside is not greater than any such possibility in relation to the Security entered into by or in respect of the share capital of the Original Company; (l) any acquisition by any member of the Bank Group of any High Yield Notes provided that an amount equal to the purchase price paid for the acquisition of any such High Yield Notes could have been used by such member of the Bank Group to fund a Permitted Payment and provided further that to the extent any such acquisition is made in reliance on any basket amount provided for under the definition of “Permitted Payments”, such amount shall be reduced by an amount equal to the consideration paid for any such acquisition; (m) any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar and/or complementary to the Group (the “Acquiree”) in each case: (i) no Default is continuing on the closing date for the Permitted Acquisition or would occur as a result of the Permitted Acquisition; (ii) the aggregate consideration for the Permitted Acquisition (including any assumed indebtedness, or other assumed actual or contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the proceeds of New Equity, (B) available cash within the Group and (C) any Financial Indebtedness permitted to be incurred by this Agreement; (iii) the Acquiree has positive earnings before tax, depreciation and amortisation calculated on the same basis as Consolidated Operating Cashflow for the previous one financial year ending on the last day of the last financial quarter of the then current financial year of such company or business for which financial statements are available; (iv) in the case of the acquisition of all of the issued share capital of the Acquiree, as soon as reasonably practicable, but in any case within 90 days from the completion of the Permitted Acquisition, the Acquiree (and the acquirer, as applicable) must to the extent required by Clause 24.12 (Further Assurance) accede as a Guarantor in accordance with the provisions of Clause 26.2 (Acceding GuarantorsSection 1.7; and 11.3.5.1.3 the notice and information requirements set forth in subsection 11.1.8 and paragraph 11.4.1.11 have been met. provided however that, notwithstanding the foregoing provisions of subsection 11.3.5.1.2(ii); (v) , in the case of any Post-Closing Acquisition of any public company (a "Public Company Acquisition") which the acquisition Borrower intends to designate as an Obligor, such public company and its Subsidiaries (collectively the "Target") may be designated as Obligors for all purposes of a business or undertaking carried on this Agreement as a going concern of and from the Post-Closing Acquisition of such public company (without then being wholly-owned by the Borrower), subject to each of the Acquireefollowing conditions being met (i) the Borrower shall have an Investment Grade Rating Status both before and immediately after the consummation of such Public Company Acquisition, as soon as reasonably practicable, but in any case within 90 days from (ii) on or prior to the completion announcement of the Permitted such Public Company Acquisition, the acquirer, Borrower shall have furnished to the extent required in order to comply Administrative Agent an Acquisition Certificate (showing, inter alia, pro forma compliance with the 80financial covenants set forth in Section 11.2 on the basis of a 100% Security Test pursuant to Clause 24.12(b)(i) (Further Assuranceownership of the Target), must give Security over the assets acquired by executing Security Documents, in form and substance satisfactory as well as a legal opinion on customary terms from outside counsel to the Facility Agent and/or accede Borrower describing and confirming the statutory squeeze-out mechanism that would allow the Borrower to acquire all of the Capital Stock of the Target within a period not to exceed 180 days following the Post-Closing Acquisition; (iii) upon such Post-Closing Acquisition, the Target shall be a Subsidiary of the Borrower; and (iv) the Target shall become, after implementing the squeeze-out or other mechanism, a wholly-owned Subsidiary of the Borrower and, subject to any legal restrictions and its designation as a Limited Guarantor in accordance with the provision of Clause 26.2 terms hereof, an Unlimited Guarantor within 180 days following the Post-Closing Acquisition (Acceding Guarantors); (vithe "Implementation Period") for any Permitted Acquisition the Total Purchase Price of which is in excess of £100 million, the Company must provide to the Facility Agent (to the extent practicable not later than 5 Business Days prior to the proposed acquisition): (A) copies of all due diligence reports (if any) commissioned by the Company or any relevant member of the Bank Group in respect of the proposed Permitted Acquisition; (B) copies of all sale and purchase documents relating to the proposed Permitted Acquisition, in each case duly shall have executed and delivered by within such delay all parties theretorelevant Loan Documents and other documents and information contemplated in paragraph 11.1.8.3. The Target shall be deemed to be, together with confirmation that for all material Authorisations for such acquisition have been madepurposes of this Agreement, obtained an Excluded Subsidiary as of and are in full force and effect; and from (C) an updated Budget amended to reflect the proposed Permitted Acquisition; and (viia) the Company will provide to the Facility Agent, a certificate signed by the chief financial officer date of the Company showing in reasonable detail that: (A) it would have remained in compliance with its obligations under Clause 23 (Financial Condition) Post-Closing Acquisition of such Target if the covenants tested therein were recalculated for the most recent Quarter Date for which quarterly financial information is available, such recalculation to be made by reference to the financial statements any of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro forma basis conditions set forth in clauses (i), (ii) and as if the consideration for the proposed acquisition had been paid at the start of that relevant testing period ending on that Quarter Date (iii) is not then met, and any borrowings incurred in connection with the acquisition or since (b) the last day of the relevant testing period had been incurred on Implementation Period if the first day conditions set forth in clause (iv) is not then met. 11.3.5.2 make any (i) investment by way of loans, advances or otherwise to a Person, or (ii) acquisitions of any Capital Stock of any Person which would result in the Borrower or any Subsidiary of the relevant testing period Borrower, directly or indirectly, having a non-controlling interest in such Person or to acquire less than all or substantially all of an enterprise of a Person, except where: 11.3.5.2.1 the Person or partial enterprise to be acquired is or in which the investment is made in the same line of business as the Borrower and (its Subsidiaries; 11.3.5.2.2 such acquisition of Capital Stock is not subject to consolidation in the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted AcquisitionBorrower's financial statements; and 11.3.5.2.3 the sum total of such loans, investments and acquisitions (Bincluding any assumed Indebtedness and any deferred purchase price) it will be in compliance with its obligations under Clause 23 (Financial Condition) as at the end moment of the next Financial Quarterloan, such compliance to be demonstrated investment or acquisition does not exceed 10% of the aggregate book value of the Assets of the Borrower, on a pro forma basis by reference to the financial statements of the Acquiree, consolidated with the financial statements of the Bank Group for such period and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably identifiable cost savings and other synergies which are reasonably expected to result from the Permitted Acquisition; (n) acquisitions not falling within paragraphs (a) to (m) above provided that the aggregate consideration for the acquisitions permitted by this paragraph (n) shall not exceed £300 million; and (o) investments in any Asset Securitisation Subsidiary in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals) that is reasonably necessary or advisable to effect such asset securitisation programme or receivables factoring transactionbasis.