Common use of Disposals Clause in Contracts

Disposals. 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, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. No Obligor shall (will, and the Company shall procure will ensure that no member of the Bank Group shall)will sell, without the prior written consent of an Instructing Grouptransfer or otherwise dispose of, either in a single one transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings assets which is material with respect to the assets of the Group as a whole whether now owned or hereafter acquired, including, without limitation, inventory, receivables, leasehold interests, and securities but excluding: (i) any inventory or other than assets sold, transferred or disposed of, in the ordinary course of business or trading on an arm’s length basis (which, for the avoidance of doubt, includes mast sharing arrangements) the sale and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal transfer of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted and/or inventories on a non-recourse basis, except e.g. as part of an asset backed securitisation (and for recourse to:the purposes of any asset backed securitisation, the term “non-recourse” will not preclude the substitution, from time to time, of receivables off-balance sheet with receivables of a similar value on-balance sheet)); or (Aii) disposals of assets which are obsolete for the purposes of the operations of the business of the disposing member of the Group, or of assets in exchange for comparable or superior assets, in each case on normal commercial terms and on an arm’s length basis; or (iii) disposals the net proceeds of which are timely reinvested in comparable assets or applied towards the repayment of indebtedness incurred in connection with the acquisition of such comparable assets; or (iv) disposals of assets made in compliance with mandatory requirements stipulated by competent Governmental Authorities, including by antitrust authorities in connection with the approval process for acquisitions; or (v) the receivables which are the subject sale, transfer or other disposal of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) assets by a member of the Group to another member of the extent of its shareholding or other interest in any Asset Securitisation SubsidiaryGroup; or (Dvi) other disposals of assets on an arm’s length basis either in one transaction or in a member series of transactions the aggregate book value of which must not exceed 10% of the book value of the consolidated assets of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated per annum as shown in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection respective most recent consolidated financial statements as of the receivablesend of the third quarter of each relevant calendar year provided that the aggregate book value of such disposed assets does not exceed Euro 750,000,000 during the term of this Agreement; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (qvii) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed CTA to ensure proper coverage of in reliance on pension liabilities towards those employees of the Group Companies whose pension liabilities have been assumed by the CTA as of the date of this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; Agreement or (ii) any other trust arrangement in order to secure any obligations incurred in order to comply with the projected cash cost requirements of section 8a of the German Altersteilzeitgesetz or pursuant to section 7d of the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group;German Social Security Code (Sozialgesetzbuch IV); or (iiiviii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall disposals not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs falling within (i) to (iiivii) above and certifying that as at with the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year prior written consent of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) aboveMajority Lenders.

Disposals. No Obligor shall (and the Company shall procure that a) Except as provided below, no member of the Bank Group shall), without the prior written consent of an Instructing Groupmay, either in a single transaction or in a series of transactions and whether related transactionsor not, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than . (b) Paragraph (a) does not apply to any disposal: (i) made in the ordinary course of business or trading (which, for of the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documentsdisposing entity; (bii) the disposal of obsolete assets in exchange for other assets comparable or surplus assets no longer required for the efficient operation superior as to type, value and quality; (iii) of an asset from any member of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (giv) disposals for market value of surplus, obsolete, redundant or worn-out assets not required for the efficient operations of the business of the Group; (v) of cash or cash equivalents for purposes not otherwise prohibited under this Agreement and on arm’s length terms; (vi) on arm’s length terms of assets acquired in accordance with the terms of, and after the date of, this Agreement, if such assets are not necessary or desirable for the principal business areas to which the assets acquired as part of the relevant acquisition (taken as a whole) relate; (vii) of assets as a result of the enforcement by a third party of any Security Interest permitted under Subclause 19.6 (Negative pledge); (viii) consisting of the Separation and any restructuring steps related thereto and consistent with the Form F-1 Registration Statement filed by the Company with the SEC on arms’ length commercial terms where 13 April 2012 (without any amendments that are or could reasonably be expected to be materially adverse to the cash interests of the Finance Parties); (ix) of assets provided that the proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted re-invested by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals other assets comparable or superior as to type, value and quality within 12 months of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures)receipt; (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair Company promptly procures that the proceeds of such disposal are applied in prepayment (to the extent there are any Loans outstanding at that time) and cancellation of the Facility and the Total Commitments are reduced by an amount equal to the proceeds of the disposal; or (xi) where the higher of the market value and consideration receivable (when aggregated with the higher of the assets disposed of during market value and consideration for any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (zother disposal not allowed under the preceding sub-paragraphs) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers Year of the Company providing brief details exceed an amount equal to 15 per cent. of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) aboveTotal Consolidated Assets.

Disposals. 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, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents(including any payment required to be made under any Alternative Baseball Financing); (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group an Obligor to another member of the Bank Group Obligor, provided that, that if such assets subject to the disposal are subject to existing Security, Security they remain so or will be made subject to Security (in form and substance substantially similar to the Company existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 15 10 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (gf) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds areGroup, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (hg) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (ih) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (ji) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group Borrower or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (ji) does not exceed £330 million (or its equivalent in other currencies) at any time; (kj) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (lk) disposals of assets, revenues or rights of any member of the Bank Group 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); (ml) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (nm) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (on) disposals of assets in exchange for the receipt of assets of a similar or comparable value where the assets received by any member of the Bank Group following such exchange are located in the United Kingdom, Isle of Man, the Republic of Ireland or the Channel Islands, provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (on) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (on) during such Financial Quarter (i) are of a similar or comparable value to the assets disposed of by such member of the Bank Group, and (ii) that such assets are located in United Kingdom, Isle of Man, the Republic of Ireland or the Channel Islands; (po) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any Non-Bank Group UK Taxpayer to the extent that the total amount of such Tax Losses aggregated with all other Tax Losses surrendered in the same financial year in reliance on this paragraph (o) does not exceed the Deductions Limit; and (ii) to any other member of the Group other than a member of the Bank Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient, provided that no Tax Losses may be surrendered under sub-paragraph (ii) above unless no later than 30 days after the proposed surrender, there is delivered to the Facility Agent, a certificate signed by two authorised signatories of the Company (given without personal liability), giving brief details of the relevant transaction and certifying: (A) where the fair market value to the recipient of any surrender of Tax Losses exceeds £15 million (or its equivalent in other currencies), the fair market value received by the surrendering company in respect of such Tax Losses, as determined by the Company in its reasonable opinion, after taking account of advice from its external tax advisers; and (iiB) in order to eliminatethat, satisfy or discharge any tax liability taking into account the aggregate amount of a former member Tax Losses surrendered by members of the Bank Group which has been disposed (whether in reliance on this paragraph (o) or otherwise) and assuming that the financial performance of pursuant to a disposal permitted by the terms of this AgreementBank Group is in accordance with the projections set out in the Agreed Business Plan), to the extent there is no reasonable expectation that a any member of the Bank Group would have will become a liability (tax payer prior to the Final Maturity Date in respect of the form B1 Facility as a result of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or dischargedsurrender of Tax Losses; (qp) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (qp) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (qp) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (rq) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) not constituting Financial Indebtedness where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rq) does not not, together with the aggregate principal amount of all outstanding Financial Indebtedness incurred under paragraph (k) of Clause 25.4 (Financial Indebtedness) exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (sr) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging AgreementsAgreements no longer required for the purpose for which it was originally entered into; (ts) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (ut) any disposal of all or part of the Virgin Media business division “NTL – Business Segment” pursuant to a Business Division Transaction; (vu) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (wv) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (zw) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (qp) and (rq) above and on this paragraph (zw) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (ji), (nm), (p)(io)(ii), (rq) and (zw) above: (iA) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(io)(ii) such disposals are for fair market value from the perspective of the surrendering company); (iiB) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iiiC) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company Borrower providing brief details of the transaction and certifying (in each case, to the extent applicable) (1) (other than in respect of disposals under paragraph (p)(io)(ii) above) that such disposal shall comply with be on arm’s length commercial terms or (in the requirements set out case of paragraph (o)(ii) such disposals are for fair market value from the perspective of the surrendering company), (2) that not less than 75% of the consideration for such disposal shall be in paragraphs (i) cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, and (ii3) aboveto the extent any of the consideration will include Marketable Securities, the name, amount and other brief details of such Marketable Securities.

Disposals. (a) No Obligor shall (and the Company each Obligor shall procure ensure that no member none of the Bank Group shallits Subsidiaries will), without the prior written consent of an Instructing Group, either in enter into a single transaction or in a series of transactions (whether related transactions, or not) and whether voluntary or involuntary to sell, transferlease, lease transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of assets (other than the Key Properties and shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than Obligor) made in the ordinary course of business or trading (which, for of the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documentsdisposing entity; (bii) of assets (other than the disposal Key Properties and shares in any Obligor) in exchange for other assets comparable or superior as to type and quality; (iii) of assets (other than Key Properties and shares in any Obligor) which are obsolete for the purpose for which such assets are normally utilised or surplus assets which are no longer required for the efficient operation purpose of the Business; (iv) of assets (including, without limitation, the Key Properties) by any member of the Group Business, on arms’ length commercial termsto an Obligor provided that if such disposal is of assets which are secured pursuant to a Security Document and in the same manner (whether fixed or floating legal or equitable) immediately prior to such disposal it remains secured under a Security Document immediately after such disposal; (cv) disposals of cash, assets from a member of the lending or repayment Group which is not an Obligor to any other member of the Group; (vi) of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted Equivalents by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) in the receivables which are ordinary course of its business for any purpose not prohibited under the subject of such asset securitisation programme or receivables factoring transaction;Finance Documents; or (B) in any other manner permitted under the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as:Finance Documents. (1vii) the recourse is limited to recoveries of assets of or shares in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group (other than shares in any Obligor) on arm’s length terms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated; (viii) of assets (other than Key Properties or shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group making such a disposal) in other assets of a similar nature and value; (ix) leases of assets (including real estate) which are not (in the reasonable opinion of the member of the Group granting such lease) required for the efficient running of its business on arm’s length terms to third parties and the term of such lease is not more than six years (or if it is more than six years is capable of being terminated at the option of the lessor at least every six years during its term); (x) to which the Majority Lenders have given their prior written consent; (xi) of assets (other than Key Properties or shares in any Obligor) by way of contribution in kind where such disposal is a Permitted Acquisition; (xii) of assets (other than Key Properties or shares in any Obligor) to Joint Ventures or Minority Investments to the extent permitted pursuant to paragraph (c) of its shareholding or other interest Clause 22.15 (Joint Ventures and Minority Investments); (xiii) of receivables disposed of in any Asset Securitisation Subsidiaryconnection with a Permitted Factoring and Sale and Leaseback; or (Dxiv) a member of assets (other than Key Properties or shares in any Obligor) where the aggregate fair market value of the assets so sold, leased, transferred or otherwise disposed of by members of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (which are not being liquidated damages or damages required permitted to be calculated disposed of pursuant to paragraphs (i) to (xii) above) in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection any financial year of the receivables; or Parent does not exceed $20,000,000 (4or its equivalent in other currencies), provided that the aggregate fair market value of assets sold, leased, transferred or otherwise disposed of by U.S. Obligors after the date of this Agreement (A) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member members of the Group or any seller which that are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does U.S. Obligors shall not exceed £330 million $20,000,000 (or its equivalent in other currencies) at any time; ; and (kB) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed which are permitted to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs subparagraphs (i) to (iiixiv) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does shall not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million $20,000,000 (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement;Parent. (sc) Any asset disposed of in accordance with subparagraph (iv) of paragraph (b) above which is subject to fixed Security under a Security Document at the requirements time of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms subject to equivalent fixed Security under a Security Document following disposal and the relevant Obligor will take all steps (if any) necessary to create, perfect or in register such Security and will deliver to the case Agent such evidence as the Agent shall reasonably require of paragraph (p)(i) such disposals are for fair market value from the perspective due execution of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal Security Document together with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered legal opinion satisfactory to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying Agent (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) aboveacting reasonably).

Disposals. 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, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents(including any payment required to be made under any Alternative Baseball Financing); (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group an Obligor to another member of the Bank Group Obligor, provided that, that if such assets subject to the disposal are subject to existing Security, Security they remain so or will be made subject to Security (in form and substance substantially similar to the Company existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 15 10 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (gf) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds areGroup, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (hg) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (ih) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (ji) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group Borrower or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (ji) does not exceed £330 million (or its equivalent in other currencies) at any time; (kj) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (lk) disposals of assets, revenues or rights of any member of the Bank Group 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 (Mergers25.8(Mergers); (ml) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (nm) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (on) disposals of assets in exchange for the receipt of assets of a similar or comparable value where the assets received by any member of the Bank Group following such exchange are located in the United Kingdom, Isle of Man, the Republic of Ireland or the Channel Islands, provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (on) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (on) during such Financial Quarter (i) are of a similar or comparable value to the assets disposed of by such member of the Bank Group, and (ii) that such assets are located in United Kingdom, Isle of Man, the Republic of Ireland or the Channel Islands; (po) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any Non-Bank Group UK Taxpayer to the extent that the total amount of such Tax Losses aggregated with all other Tax Losses surrendered in the same financial year in reliance on this paragraph (o) does not exceed the Deductions Limit; and (ii) to any other member of the Group other than a member of the Bank Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient, provided that no Tax Losses may be surrendered under sub-paragraph (ii) above unless no later than 30 days after the proposed surrender, there is delivered to the Facility Agent, a certificate signed by two authorised signatories of the Company (given without personal liability), giving brief details of the relevant transaction and certifying: (A) where the fair market value to the recipient of any surrender of Tax Losses exceeds £15 million (or its equivalent in other currencies), the fair market value received by the surrendering company in respect of such Tax Losses, as determined by the Company in its reasonable opinion, after taking account of advice from its external tax advisers; and (iiB) in order to eliminatethat, satisfy or discharge any tax liability taking into account the aggregate amount of a former member Tax Losses surrendered by members of the Bank Group which has been disposed (whether in reliance on this paragraph (o) or otherwise) and assuming that the financial performance of pursuant to a disposal permitted by the terms of this AgreementBank Group is in accordance with the projections set out in the Agreed Business Plan), to the extent there is no reasonable expectation that a any member of the Bank Group would have will become a liability (tax payer prior to the Final Maturity Date in respect of the form B1 Facility as a result of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or dischargedsurrender of Tax Losses; (qp) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (qp) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (qp) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (rq) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) not constituting Financial Indebtedness where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rq) does not not, together with the aggregate principal amount of all outstanding Financial Indebtedness incurred under paragraph (k) of Clause 25.4 (Financial Indebtedness) exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (sr) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging AgreementsAgreements no longer required for the purpose for which it was originally entered into; (ts) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (ut) any disposal of all or part of the Virgin Media business division “NTL — Business Segment” pursuant to a Business Division Transaction; (vu) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (wv) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (zw) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (qp) and (rq) above and on this paragraph (zw) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (ji), (nm), (p)(io)(ii), (rq) and (zw) above: (iA) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(io)(ii) such disposals are for fair market value from the perspective of the surrendering company); (iiB) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iiiC) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company Borrower providing brief details of the transaction and certifying (in each case, to the extent applicable) (1) (other than in respect of disposals under paragraph (p)(io)(ii) above) that such disposal shall comply with be on arm’s length commercial terms or (in the requirements set out case of paragraph (o)(ii) such disposals are for fair market value from the perspective of the surrendering company), (2) that not less than 75% of the consideration for such disposal shall be in paragraphs (i) cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, and (ii3) aboveto the extent any of the consideration will include Marketable Securities, the name, amount and other brief details of such Marketable Securities.

Disposals. No Obligor shall (will, and the Company shall each Obligor will procure that no member none of the Bank Group shall), without the prior written consent of an Instructing Group, either in its Subsidiaries will enter into a single transaction or in a series number of related transactions, or unrelated transactions to sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part asset or agree to do so. The following transactions shall not be prohibited by this Clause 22.6(c): (i) disposals of its revenues, assets, other shares, business or undertakings other than stock in the ordinary course of business trading of the disposing entity; (ii) the application of funds in any manner required or trading permitted by this Agreement; (which, for iii) any disposal of assets (other than shares) by a member of the avoidance Group to an Obligor which has entered into Security Documents constituting Security Interests over such assets; (iv) disposals of doubt, includes mast sharing arrangements) plant and other thanequipment by any Group Company: (aA) any payment required in exchange for comparable or superior plant and equipment; or (B) in circumstances where an amount equivalent to the Net Proceeds is to be made under applied in or committed to the Relevant Finance Documents purchase by the disposing Group Company of new plant and equipment and the proceeds of such disposal are applied in or committed to the Senior Secured Notes Documentspurchase of such plant and equipment within 6 months of such disposal and utilised in such purchase within one year; (bv) the any disposal of assets which are obsolete for the purpose for which such assets are normally utilised or surplus assets which are no longer required for the efficient operation purpose of the relevant person’s business or operations; (vi) subject to compliance by the relevant Group Company with any conditions attached to such consent, any disposal to which the Majority Lenders have given their prior written consent; (vii) the granting of licences of Intellectual Property Rights (other than Material Intellectual Property) by members of the Group Business, to third parties on arms’ arm’s length commercial termsterms in the ordinary course of business; (cviii) disposals of cash, the lending or repayment assets (including shares) not permitted under any other paragraph of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms this sub-clause (c) where the same is not otherwise restricted by the terms higher of the Relevant Finance Documentsmarket value of or consideration received (including any contingent or deferred element) for all assets disposed of after the date hereof does not exceed £40,000,000 during any Financial Year or in aggregate £100,000,000 after the Pxxxxxx Effective Dates prior to repayment or prepayment in full of the Facilities; (dix) disposals of assets (other than shares) in exchange for other assets which are comparable or superior as to type, value and quality provided that if the asset disposed of was subject to a Security Interest under a Security Document the asset acquired will become subject to a comparable or superior Security Interest under a Security Document; (x) disposals of assets (other than shares) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the GroupGroup Company which is not an Obligor on arm’s length terms; (gxi) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal shares in the purchase of replacement assets by a member of the Bank Group Croky Chips B.V. and/or Westimex (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so appliedBelgium) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assetsS.A. at fair market value; (hxii) disposals of any interest in real disposal pursuant to a Permitted Sale and Leaseback or heritable property by way of a lease Permitted Merger or licence granted by a member of pursuant to the Bank Group to another member of the Bank GroupProposed Tax Restructuring or permitted under Clause 22.6(f) (Sale and Leaseback Factoring); (ixiii) disposals the disposal of any assets pursuant the pxxx and meat products factory in Merida in Spain in exchange for an alternative factory in Merida, Spain details of which have been provided to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivablesAgent; and (2xiv) the providers any disposal of any companies or assets acquired as a result of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of Pxxxxxx Acquisition provided such disposal is a liquidator, administrator, administrative receiver or similar officer (other than in respect requirement of the receivables); UK competition authorities and (Ci) does not require a member disposal of Pxxxxxx Group Companies having together more than 10% of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member pro forma EBITDA of the Pxxxxxx Group under any form of assuranceCompanies, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals Parent shall procure, as soon as reasonably practicable, the preparation of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant revisions necessary to the exercise of an option by the lessee under August 2004 Agreed Projections and if such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent revisions demonstrate that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, there is or will be made subject to Security an adverse effect on EBITDA, then the Financial Covenants set out in Clause 22.9 (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (qCovenants) shall be assets which relate amended to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value satisfaction of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. (a) No Obligor shall (and the Company each Obligor shall procure ensure that no member none of the Bank Group shallits Subsidiaries will), without the prior written consent of an Instructing Group, either in enter into a single transaction or in a series of transactions (whether related transactions, or not) and whether voluntary or involuntary to sell, transferlease, lease transfer or otherwise dispose of any asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of assets (other than the Key Properties and shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than Obligor) made in the ordinary course of business or trading (which, for of the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documentsdisposing entity; (bii) of assets (other than the disposal Key Properties and shares in any Obligor) in exchange for other assets of a similar nature and value; (iii) of assets (other than Key Properties and shares in any Obligor) which are obsolete for the purpose for which such assets are normally utilised or surplus assets which are no longer required for the efficient operation purpose of the Business; (iv) of assets (other than Key Properties) by any member of the Group Business, on arms’ length commercial termsto an Obligor provided that if such disposal is prior to the Security Release Date and is of assets which are secured pursuant to a Security Document immediately prior to such disposal it remains secured under a Security Document immediately after such disposal; (cv) disposals of cash, assets from a member of the lending or repayment Group which is not an Obligor to any other member of the Group; (vi) of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted Equivalents by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) in the receivables which are ordinary course of its business for any purpose not prohibited under the subject of such asset securitisation programme or receivables factoring transaction;Finance Documents; or (B) in any other manner permitted under the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivablesFinance Documents; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables);or (C) to provide cash cover for obligations of the Group pursuant to bank guarantees issued in connection with Project Ani Acquisition and under which the Group has a maximum aggregate actual or contingent liability which does not at any time exceed £2,500,000; (vii) of assets of or shares in a member of the Group to the extent of its shareholding or (other interest than shares in any Asset Securitisation Subsidiary; orObligor) on arm’s length terms where the business of that Subsidiary is not required for the operation of the Business and such business has been, or is in the process of being, wound down or terminated; (Dviii) a of assets (other than Key Properties or shares in any Obligor) where the net disposal proceeds of such assets are reinvested (by the member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1making such a disposal) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach other assets of a warranty or undertakingsimilar nature and value; (2ix) a claim for breach leases of warranty relating to assets (including real estate) which are not (in the receivables; (3) a claim for breach of undertaking relating to the management and/or collection reasonable opinion of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, granting such lease) required for the obligation efficient running of its business on arm’s length terms to third parties and the term of such lease is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million more than 6 years (or its equivalent in other currencies) if it is more than 6 years is capable of being terminated at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member option of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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 (Mergerslessor at least every 6 years during its term); (mx) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of to which the relevant member Majority Lenders have given their prior written consent; (xi) of assets (other than Key Properties or shares in any Obligor) in connection with the disposal of the Bank Group has diligently pursued payment Group’s Paris office, comprising office space and parking spaces located at 0/00 xxx Xxxxxxx, 00000 Xxxxx, Xxxxxx with a fair market value in the normal course an aggregate amount not exceeding EUR4,000,000 (excluding fees and expenses associated with such disposal); (xii) of its business receivables disposed of in connection with factoring transactions permitted pursuant to paragraph (b) of Clause 23.21 (Factoring and Sale and Leasebacks); (xiii) of assets (other than Key Properties or shares in any Obligor) by way of contribution in kind where such disposal is on non-recourse terms to such member of the Bank Groupa Permitted Acquisition; (nxiv) disposals of assets subject (other than Key Properties or shares in any Obligor) to finance Joint Ventures or capital leases Minority Investments to the extent permitted pursuant to the exercise paragraph (c) of an option by the lessee under such finance or capital leasesClause 23.17 (Joint Ventures and Minority Investments); (oxv) disposals of assets (other than Key Properties or shares in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (iiany Obligor) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets so sold, leased, transferred or otherwise disposed of shall by members of the Group (which are not exceed 3.75% permitted to be disposed of Bank Group Consolidated Revenues pursuant to paragraphs (i) to (xiv) above) in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member year of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million Parent does not exceed $20,000,000 (or its equivalent in other currencies), a duly authorised officer ; (xvi) of the Company shall have provided Bletchley Property on arm’s length terms; (xvii) of shares in Octel Deutschland held by AOC to Novoktan GmbH made on arm’s length terms; (xviii) by way of a lease to be entered into between AOC and Kemira Chemicals (UK) Ltd and Kermira Oyj of an area of redundant land off Oil Xxxxx Xxxx, Xxxxxxxxx Xxxx, Xxxxxxxx; or (xix) by way of a lease dated 26 June 2003 between AOC and Octel Waste Management and United Utilities of an area of land at Oil Sites Road, Ellesmere Port, Cheshire. (c) Any asset disposed of prior to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out Security Release Date in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in accordance with sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rb) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness above which is permitted under this Agreement; (s) subject to fixed Security under a Security Document at the requirements time of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms subject to equivalent fixed Security under a Security Document following disposal and the relevant Obligor will take all steps (if any) necessary to create, perfect or in register such Security and will deliver to the case Agent such evidence as the Agent shall reasonably require of paragraph (p)(i) such disposals are for fair market value from the perspective due execution of the surrendering companyrelevant Security Document together with a legal opinion satisfactory to the Agent (acting reasonably);. (iid) at least 75% of the consideration for such No disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received permitted by way of Marketable Securities shall not this Clause 23.4 which is prohibited by Clause 23.22 (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 monthsHolding Company); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. No Obligor shall (will, and the Company shall each Obligor will procure that no member none of the Bank Group shall), without the prior written consent of an Instructing Groupits Subsidiaries will, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of: (a) any shares in any member of the Group (other than (i) the issue of stock of the Parent permitted to be issued pursuant to Clause 19.18 (Share Capital) and (ii) the disposal of any shares in a member of the Group which is not a Material Subsidiary or an Obligor for cash consideration payable in full at the time of disposal and on arm's length terms for fair market value) or in any of its Subsidiaries or joint venture; or (b) all or any part of its revenues, assetsrespective assets or undertaking (not being shares in a member of the Group or in any joint venture), other sharesthan: (A) sales of trading assets or the expenditure of cash, business or undertakings other than in each case in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documentson arm's-length terms; (bB) the disposal disposals of obsolete or surplus assets no longer redundant plant and equipment, or of real property not required for the efficient operation of the Group Businessits business, on arms’ arm's length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables)fair market value; (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent for investment in other currencies) in any Financial Quarterassets performing substantially the same function which are comparable or superior as to type, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable market value to the assets disposed of by such member of the Bank Groupand quality; (pD) disposals constituting the surrender lending of tax losses by any member cash and the repayment of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) cash lent in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by compliance with the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or dischargedFinance Documents; (qE) disposals of Cash Equivalent Investments on arm's length terms; (F) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person undertakings by any member of the Bank Group provided that: (i) a Non-Obligor to any Obligor, and/or (ii) an Obligor to another Obligor, provided in the assets being disposed latter case that where the transferor has granted security over any such asset or undertaking pursuant to any of in reliance on this paragraph the Security Documents the transferee must at the time of transfer provide equivalent security (q) shall be assets which relate to the services which are reasonable satisfaction of the subject of Security Agent) over such outsourcingassets to the Security Agent and the Banks; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (rG) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets arm's length terms not otherwise permitted under this Clause 25.6 19.8 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) annual Accounting Period does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million U.S.$5,000,000 (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iiiH) in respect any other disposal with the prior written consent of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers Agent (acting on the instruction of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) aboveMajority Banks).

Disposals. No Obligor shall (will and the Company shall each Obligor will procure that no member none of the Bank Group shall)its Subsidiaries will, without the prior written consent of an Instructing Group, either in (whether by a single transaction or in a series number of related transactions, or unrelated transactions and whether at the same time or over a period of time) sell, transfer, lease out, lend or otherwise dispose of any shares in any of its Subsidiaries assets or all or any part of its revenues, assets, other shares, business undertaking or undertakings agree to do so. The following transactions shall not be prohibited by this Clause: (i) disposals of assets (other than shares in any member of the Group) in the ordinary course of trading; (ii) the disposal of cash and Cash Equivalents in the ordinary course of business or trading (which, for to the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or extent not otherwise prohibited by the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (diii) by one member the exchange of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is (other than shares in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group) for other assets of a similar nature and value; (giv) disposals any disposal of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal (other than shares in the purchase of replacement assets by a any member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so appliedGroup) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent an Obligor (other than an Excluded Group Member); (v) any disposal of its shareholding or assets (other interest than shares in any Asset Securitisation Subsidiary; ormember of the Group) which are obsolete for the purpose for which such assets are normally utilised or which are no longer required for the purpose of the relevant person’s business or operations; (Dvi) any disposal to which the Majority Banks shall have given their prior written consent; (vii) disposals of assets between wholly-owned Subsidiaries of the Parent neither of which is an Obligor or an Excluded Group Member; (viii) disposals permitted by Clause 16.3(d) (Negative Pledge), 16.3(e) (Factoring), 16.3(h) (Loans) and 16.3(i) (Leasing Agreements); (ix) any disposal of shares in any member of the Group which is a Subsidiary of UK Newco 3 by a member of the Group under any form to UK Newco 3 or an Obligor which is a Subsidiary of assuranceUK Newco 3, undertaking or support, provided that where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated the shares disposed of are shares in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary incorporated in an accounts receivable transaction, and, England and Wales and the transferee is incorporated in each casea state of the United States of America, the obligation is not consent in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test writing of financial condition; and (ii) the aggregate principal amount Majority Banks will be required for the disposal of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any timeshares; (kx) disposals the disposal of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member all of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; assets of Luxco (l) disposals of assets, revenues or rights of any member including all of the Bank Group arising from an amalgamation, consolidation or merger shares owned by Luxco in US Newco 1) to UK Newco 5 immediately prior to the liquidation of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where Luxco provided that immediately following such disposal is on non-recourse terms to such member of the Bank Group; UK Newco 5 enters into Security Documents (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (required) in form and substance substantially similar satisfactory to the existing Security or otherwise Agent for the purpose of charging all such assets in favour of the Security Agent and shall have taken all reasonable steps necessary to maintain, create, perfect and register such form security and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered deliver to the Facility Agent, within 30 days from Security Agent such evidence as the end of such Financial Quarter Security Agent shall require of the Bank Groupdue execution of any such Security Documents, together with a certificate signed by two authorised officers of the Company legal opinion (given without personal liabilityif required) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value satisfactory to the assets disposed of by such member of the Bank GroupSecurity Agent; (pxi) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) than in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets accordance with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iiiix) above and certifying that as at above) to persons not being members of the date Group of assets (other than Material Intellectual Property which would be required to conduct the Business following such certificatedisposal or shares of any member of the Group which owns any such Material Intellectual Property), where the aggregate fair market gross value of all assets disposed in reliance on this paragraph (q) during such financial year, of after the date hereof does not exceed £45,000,000 (or its Other Currency Equivalent) in any Financial Year and in aggregate does not exceed £125,000,000 (or its Other Currency Equivalent) prior to repayment or prepayment of all the threshold specified in Facilities. For the purposes of this sub-paragraph (ivix) above; the value of an asset means the higher of its book value and its fair market value (r) disposals of assets pursuant in the latter case determined by reference to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate cash and/or fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of received as consideration for the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedgingdisposal), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any . Any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal this sub-paragraph must be made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customerat full market value; and (zxii) disposals or satisfaction of assets not otherwise permitted intra-group receivables in connection with the Recapitalisation pursuant to the Recapitalisation Assignment Agreements, provided that: (A) disposals under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on sub-paragraphs (qiv), (ix), (x) and (rxi) above will only be permitted so long as no Event of Default or Potential Event of Default has occurred and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months)is continuing; and (iiiB) any asset disposed of in respect accordance with sub-paragraphs (iv), (ix) and (x) above which is subject to a Security Interest at the time of any disposal shall be subject to equivalent security under a Security Document following disposal and the fair market value relevant Subsidiary of which exceeds £35 million (the Parent shall take all steps necessary to create, perfect or its equivalent in other currencies) no later than 30 days after the date of register such disposal, there security and shall have been delivered deliver to the Facility Agent, a certificate signed by two authorised officers Security Agent such evidence as the Security Agent shall require of the Company providing brief details due execution of the transaction and certifying relevant Security Document together with a legal opinion (in each case, other than an English legal opinion) to the extent applicable) (other than reasonably necessary in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with form and substance satisfactory to the requirements set out in paragraphs (i) and (ii) aboveSecurity Agent.

Disposals. No (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall procure ensure that no other member of the Bank Group shall), without the prior written consent of an Instructing Group, either will) whether in a single transaction or in a series of transactions (whether related transactions, or not and whether voluntary or involuntary) sell, transferlease, lease transfer or otherwise dispose of any shares in asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than assets made in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, disposing entity and on arms’ arm’s length commercial terms; (cii) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted any asset by the terms of the Relevant Finance Documents; (d) by one a member of the Bank Group (the “Disposing Company”), other than shares in another member of the Group, to another member of the Bank Group provided that(the “Acquiring Company”), if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse toeither: (A) the receivables which are Disposing Company is an Obligor, the Acquiring Company must also be an Obligor and if the asset being disposed of or transferred was subject of such to Transaction Security must give equivalent Transaction Security over the asset securitisation programme or receivables factoring transaction;concerned, unless the disposal is permitted by paragraph (B) below; or (B) the debtor in respect Disposing Company is an Obligor and the Acquiring Company is not an Obligor, the market value of the Financial Indebtedness assets so disposed of (when aggregated with the market value of all other assets disposed of pursuant to this paragraph (b)(ii)(B)) does not exceed €25,000,000 (or its equivalent in other currencies) in any financial year of the Company; (iii) of obsolete, surplus or redundant vehicles, plant, machinery or equipment or real estate not required for the purpose operation of enforcing a security interest against itthe business of the Group, so long as:in each case, on arm’s length terms; (1iv) of cash or Cash Equivalent Investments where that disposal is not otherwise prohibited by the recourse is limited to recoveries in respect of the receivables; andSenior Finance Documents; (2v) the providers arising as a result of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer Security permitted under Clause 25.10 (other than in respect of the receivablesNegative pledge); (Cvi) a of assets that do not form all, or any part of any Core Assets (including shares of any member of the Group that is not part of the Core Assets) for cash on arm’s length terms where the net proceeds of disposal are contracted to be used within 12 months of receipt of such proceeds to purchase or invest in assets to be used in the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member business of the Group under any form and are so used within 18 months of assurancesuch date or are applied in prepayment in accordance with the provisions of paragraph (b) of Clause 11.8 (Disposal, undertaking or supportInsurance, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertakingReport and Flotation Proceeds); (2vii) disposals of assets (not including shares in, or the business of, a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller interest in any Joint Venture or any material Intellectual Property) in exchange for or for investment in other assets which are reasonably customary comparable or superior as to type, value and quality for use in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; andbusiness; (iiviii) of assets with the aggregate principal amount consent of all the Majority Lenders; (ix) of assets to a Joint Venture permitted pursuant to Clause 25.8 (Joint Ventures); (x) forming part of a Permitted Reorganisation; (xi) constituting dealings with trade debtors with respect to book debts in the ordinary course of trading; (xii) of the shares of any Holdco or the Target either: (A) (at any time) which is the subject of a Flotation provided the Flotation Proceeds are applied as required by Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds); or (B) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has not occurred) at any time after the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such securitisations or factoring transactions conducted in reliance date and on this paragraph the date of disposal the Company does not have any outstanding Utilisations; (jxiii) of assets pursuant to any sale and leaseback transaction where the net consideration receivable (when aggregated with the net consideration receivable for any other disposal by a member of the Group pursuant to a sale and leaseback transaction) does not exceed £330 million €75,000,000 (or its equivalent in other currencies) in any financial year of the Company; (xiv) the sale or discounting of receivables on arm’s length terms and in compliance with the terms of the Senior Finance Documents, provided that if the programmes or arrangements pursuant to which such sales were effected exceed in aggregate €200,000,000 (or its equivalent in other currencies) at any time; time such excess net proceeds of such disposal are applied (kwhere required) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member prepayment of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; Facilities pursuant to Clause 11 (l) disposals of assets, revenues or rights of any member of the Bank Group 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 (MergersPrepayment and Cancellation); (mxv) disposals constituted by way of accounts receivable which have remained due and owing from a third party licence of Intellectual Property, provided that (in the case of any exclusive licence) such Intellectual Property is not required for a period of more than 90 days and in respect of which the relevant member operation of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (nxvi) disposals a lease or licence of assets subject to finance real property in the ordinary course of business (which shall not include masts or capital leases pursuant to the exercise of an option by the lessee under real property on which they are situated) provided that such finance or capital leases; (o) disposals of assets in exchange real property is not required for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter business of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (pxvii) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of asset pursuant to a disposal permitted by contractual arrangement existing at the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or dischargedClosing Date; (qxviii) disposals of assets to and sharing assets with any person who is providing services an assignment by the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate Company to the services Target of rights under any Tender documents which are occurs no later than four months after the subject of such outsourcingClosing Date; (iixix) of any interest in any Treasury Transaction for cash provided that immediately following any such sale, transfer or disposal the projected cash cost to the Bank Group provisions of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank GroupClause 25.27 (Hedging Arrangements and Treasury Transactions) are complied with; (iiixx) of any of the economic benefits derived from any such outsourcing contract shall be received marketable securities portfolio owned by the Bank Target Group during at the term of such contractClosing Date; (ivxxi) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); andEquity Funded Target Shares; (vxxii) no later than 30 days after the date of such outsourcing assets for cash on arm’s length terms where the net consideration payable in respect of receivable (when aggregated with the assets subject to such net consideration receivable for any other sale, lease, transfer or other disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of by the Company shall have provided to Group not allowed under the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-preceding paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rxxi)) does not exceed £150 million €50,000,000 (or its equivalent in other currencies) in any financial year of the Company and (as the same may be increased as a result of the operation of sub-paragraph (n)(iii) of Clause 1.2 (Construction)), provided that the aggregate amount of such net consideration receivable when aggregated with the amount of such net consideration receivable for any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is other disposal permitted under this Agreement; paragraph (sxxii) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation does not exceeding £25 million exceed €300,000,000 (or its equivalent in other currencies) in total at any financial year; (y) any time during the life of this Agreement. Disposals which give rise to an obligation to apply the proceeds of that disposal by any member in full or partial prepayment of the Bank Group of customer premises equipment Facilities pursuant to a customer; and Clause 11 (zPrepayment and Cancellation) disposals of assets not otherwise permitted under this Clause 25.6 provided must be on terms that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 consideration payable in respect of the preceding financial year asset(s) being disposed of the Bank Group pursuant is for an amount equal to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash85 per cent. in cash payable, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such the relevant disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. No (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company Borrower shall procure ensure that no other member of the Bank Group shall), without the prior written consent of an Instructing Group, either will) whether in a single transaction or in a series of transactions (whether related transactions, or not and whether voluntary or involuntary) sell, transferlease, lease transfer or otherwise dispose of any shares in asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than assets made in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, disposing entity and on arms’ arm's length commercial terms; (cii) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted any asset by the terms of the Relevant Finance Documents; (d) by one a member of the Bank Group (the "Disposing Company"), other than shares in another member of the Group, to another member of the Bank Group provided that(the "Acquiring Company"), if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse toeither: (A) the receivables which are Disposing Company is a Senior Obligor, the subject of such asset securitisation programme or receivables factoring transaction;Acquiring Company must also be a Senior Obligor, unless the disposal is permitted by paragraph (B) below; or (B) the debtor in respect of Disposing Company is a Senior Obligor and the Financial Indebtedness for the purpose of enforcing Acquiring Company is not a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each caseSenior Obligor, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets so disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of (when aggregated with the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all other assets disposed in reliance on of pursuant to this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rb)(ii)(B)) does not exceed £150 million €25,000,000 (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this AgreementBorrower; (siii) subject to of obsolete, surplus or redundant vehicles, plant, machinery or equipment or real estate not required for the requirements operation of Clause 24.9 (Hedging)the business of the Group, disposals of any Hedging Agreementsin each case, on arm's length terms; (tiv) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any cash or Cash Equivalent Investments where that disposal of all or part of is not otherwise prohibited by the Virgin Media business division pursuant to a Business Division TransactionBridge Finance Documents; (v) arising as a result of any disposals constituted by licences of intellectual property rights Security permitted by under Clause 24.6 20.10 (Intellectual PropertyNegative pledge); (wvi) any disposal of assets made pursuant that do not form all, or any part of any Core Assets (including shares of any member of the Group that is not part of the Core Assets) for cash on arm's length terms where the net proceeds of disposal are contracted to be used within 12 months of receipt of such proceeds or invest in to purchase assets to be used in the establishment business of the Group and are so used within 18 months of such date or are applied in prepayment of the Senior Facilities in accordance with the provisions of paragraph (b) of Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds) of the Senior Facilities Agreement; (vii) disposals of assets (not including) shares in, or the business of, a Permitted member of the Group or any interest in any Joint Venture or any disposal material Intellectual Property in exchange for or for investment in other assets which are comparable or superior as to type, value and quality for use in the business; (viii) of assets with the consent of the Majority Lenders; (ix) of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in pursuant to Clause 25.9 20.9 (Joint Ventures); (x) forming part of a Permitted Reorganisation; (xi) constituting dealings with trade debtors with respect to book debts in the ordinary course of trading; (xii) of the shares of any Holdco or the Target which is the subject of a Flotation, provided the Flotation Proceeds are applied as required by Clause 11.8(b) of the Senior Facilities Agreement or are applied as required by Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds); (xiii) of assets pursuant to any sale and leaseback transaction where the net consideration receivable (when aggregated with the net consideration receivable for any other disposal made in relation by a member of the Group pursuant to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation sale and leaseback transaction) does not exceeding £25 million exceed €75,000,000 (or its equivalent in other currencies) in any financial yearyear of the Borrower; (yxiv) any disposal by any member the sale or discounting of receivables on arm's length terms and in compliance with the terms of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional AssetsBridge Finance Documents, provided that if the programmes or arrangements pursuant to which such sales were effected exceed in aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million €200,000,000 (or its equivalent in other currencies) and provided further that at any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any time such excess net proceeds of such disposal are monetized within 3 months applied (where required) in prepayment of the expiry Senior Facilities pursuant to Clause 11 of the Senior Facilities Agreement or in prepayment of the Bridge Facility pursuant to Clause 7 (Prepayment and Cancellation); (xv) constituted by way of a licence of Intellectual Property, provided that (in the case of any lock-up exclusive licence) such Intellectual Property is not required for the operation of the business of the Group; (xvi) a lease or licence of real property in the ordinary course of business (which shall not include masts or the real property on which they are situated) provided that such real property is not required for the business of the Group; (xvii) of any asset pursuant to a contractual arrangement entered into existing at the Closing Date; (xviii) an assignment by the relevant member Borrower to the Target of rights under any Tender documents which occurs no later than four months after the Closing Date; (xix) of any interest in any Treasury Transaction for cash provided that immediately following any such sale, transfer or disposal the provisions of Clause 20.27 (Treasury Transactions) are complied with; (xx) of any of the Bank marketable securities portfolio owned by the Target Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months)at the Closing Date; and (iiixxi) in respect of assets for cash on arm's length terms where the net consideration receivable (when aggregated with the net consideration receivable for any other sale, lease, transfer or other disposal by the fair market value of which exceeds £35 million Group not allowed under the preceding paragraphs (i) to (xx)) does not exceed €50,000,000 (or its equivalent in other currencies) in any financial year of the Borrower (as the same may be increased as a result of the operation of sub-paragraph (n)(iii) of Clause 1.2 (Construction), provided that the aggregate amount of such net consideration receivable when aggregated with the amount of such net consideration receivable for any other disposal permitted under this paragraph (xxi) does not exceed €300,000,000 (or its equivalent in other currencies) in total at any time during the life of this Agreement. Disposals which give rise to an obligation to apply the proceeds of that disposal in full or partial prepayment of the Bridge Facility pursuant to Clause 7 (Prepayment and Cancellation) must be on terms that the consideration payable in respect of the asset(s) being disposed of is for an amount equal to at least 85 per cent. in cash payable, no later than 30 days after the date of such the relevant disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. No Obligor shall (and the Company shall procure that a) Except as provided below, no member of the Bank Group shall), without the prior written consent of an Instructing Groupmay, either in a single transaction or in a series of transactions and whether related transactionsor not, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than . (b) Paragraph (a) does not apply to: (i) disposals made in the ordinary course of business or trading (which, for of the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documentsdisposing entity; (bii) the disposal disposals of obsolete cash raised or surplus assets no longer required borrowed for the efficient operation purpose for which it was raised or borrowed or disposals of cash representing the Group Business, on arms’ length commercial termsproceeds of insurance for the purpose of replacing the insured asset; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (giii) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal which are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be no longer required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assetsGroup on an arm’s length basis; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (oiv) disposals of assets in exchange for the receipt of other assets of a similar (other than cash or cash equivalents) comparable or superior as to type, value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Groupquality; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on disposals expressly permitted by this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) aboveAgreement; (rvi) disposals of assets pursuant to sale and leaseback transactions any Permitted Securitisation; (regardless vii) disposals of whether any such lease resulting from such a transaction constitutes an operating or a finance leaseassets by one member of the Group to another; (viii) where disposals on arm’s length terms of assets not otherwise permitted under paragraph (i) to (vii) above, provided that the aggregate fair market value Net Proceeds in respect of any assets disposed of in reliance on this paragraph (r) does such disposals do not exceed £150 million SEK 1,000,000,000 (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this AgreementGroup; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (tix) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals on arm’s length terms of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms to (or in the case of paragraph (p)(iviii) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assetsabove, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to Company provides the Facility Agent, Agent with a certificate signed by two authorised officers signatories of the Company providing brief details within 10 days of the transaction and certifying relevant disposal, confirming that the Company would have been in compliance with the financial covenants contained in Clause 20 (in each caseFinancial covenants) if they had been tested on the date of completion of the disposal (the Completion Date) on a pro forma basis (for the purposes of determining the calculation of Consolidated EBITDA only, by reference to the extent applicable) (other than Ratio Period in respect of disposals under which a Compliance Certificate has most recently been given (or if no Compliance Certificate has been given, by reference to the 12 month period ending on the Completion Date), as if the disposal had been completed, and the consideration for it had been received, at the beginning of the relevant Ratio Period (or 12 month period)); and (x) the disposal of Versatel Deutschland Holding GmbH contemporaneously with the acquisition referred to in paragraph (p)(id) above) of the definition of Permitted Acquisition, provided that the net proceeds of such disposal shall comply with are upon receipt applied in full towards repayment of the requirements set out Financial Indebtedness referred to in paragraphs Clause 21.7(b)(x) (i) and (ii) aboveFinancial Indebtedness).

Disposals. No (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company Borrower shall procure ensure that no other member of the Bank Group shall), without the prior written consent of an Instructing Group, either will) whether in a single transaction or in a series of transactions (whether related transactions, or not and whether voluntary or involuntary) sell, transferlease, lease transfer or otherwise dispose of any shares in asset. (b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal: (i) of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than assets made in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, disposing entity and on arms’ arm’s length commercial terms; (cii) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted any asset by the terms of the Relevant Finance Documents; (d) by one a member of the Bank Group (the “Disposing Company”), other than shares in another member of the Group, to another member of the Bank Group provided that(the “Acquiring Company”), if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse toeither: (A) the receivables which are Disposing Company is a Senior Obligor, the subject of such asset securitisation programme or receivables factoring transaction;Acquiring Company must also be a Senior Obligor, unless the disposal is permitted by paragraph (B) below; or (B) the debtor in respect of Disposing Company is a Senior Obligor and the Financial Indebtedness for the purpose of enforcing Acquiring Company is not a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each caseSenior Obligor, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets so disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of (when aggregated with the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all other assets disposed in reliance on of pursuant to this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (rb)(ii)(B)) does not exceed £150 million €25,000,000 (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this AgreementBorrower; (siii) subject to of obsolete, surplus or redundant vehicles, plant, machinery or equipment or real estate not required for the requirements operation of Clause 24.9 (Hedging)the business of the Group, disposals of any Hedging Agreementsin each case, on arm’s length terms; (tiv) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any cash or Cash Equivalent Investments where that disposal of all or part of is not otherwise prohibited by the Virgin Media business division pursuant to a Business Division TransactionBridge Finance Documents; (v) arising as a result of any disposals constituted by licences of intellectual property rights Security permitted by under Clause 24.6 20.10 (Intellectual PropertyNegative pledge); (wvi) any disposal of assets made pursuant that do not form all, or any part of any Core Assets (including shares of any member of the Group that is not part of the Core Assets) for cash on arm’s length terms where the net proceeds of disposal are contracted to be used within 12 months of receipt of such proceeds to purchase or invest in assets to be used in the establishment business of the Group and are so used within 18 months of such date or are applied in prepayment of the Senior Facilities in accordance with the provisions of paragraph (b) of Clause 11.8 (Disposal, Insurance, Report and Flotation Proceeds) of the Senior Facilities Agreement; (vii) disposals of assets (not including shares in, or the business of, a Permitted member of the Group or any interest in any Joint Venture or any disposal material Intellectual Property) in exchange for or for investment in other assets which are comparable or superior as to type, value and quality for use in the business; (viii) of assets with the consent of the Majority Lenders; (ix) of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in pursuant to Clause 25.9 20.9 (Joint Ventures); (x) forming part of a Permitted Reorganisation; (xi) constituting dealings with trade debtors with respect to book debts in the ordinary course of trading; (xii) of the shares of any Holdco or the Target either: (A) (at any time) which is the subject of a Flotation, provided the Flotation Proceeds are applied as required by Clause 11.8(b) of the Senior Facilities Agreement or are applied as required by Clause 7.7 (Disposal, Insurance, Report and Flotation Proceeds); or (B) (if a delisting of the Target Shares from the Copenhagen Stock Exchange has not occurred) at any time after the Quarter Date on which the Debt Cover ratio of the Group is less than 3.75:1 provided that on such date and on the date of disposal made the Borrower does not have any outstanding Utilisations (as defined in relation the Senior Facilities Agreement) under the Senior Facilities; (xiii) of assets pursuant to any sale and leaseback transaction where the net consideration receivable (when aggregated with the net consideration receivable for any other disposal by a member of the Group pursuant to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation sale and leaseback transaction) does not exceeding £25 million exceed €75,000,000 (or its equivalent in other currencies) in any financial yearyear of the Borrower; (yxiv) any disposal by any member the sale or discounting of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be receivables on arm’s length commercial terms (or and in compliance with the case of paragraph (p)(i) such disposals are for fair market value from the perspective terms of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional AssetsBridge Finance Documents, provided that if the programmes or arrangements pursuant to which such sales were effected exceed in aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million €200,000,000 (or its equivalent in other currencies) and provided further that at any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any time such excess net proceeds of such disposal are monetized within 3 months applied (where required) in prepayment of the expiry Senior Facilities pursuant to Clause 11 of the Senior Facilities Agreement or in prepayment of the Bridge Facility pursuant to Clause 7 (Prepayment and Cancellation); (xv) constituted by way of a licence of Intellectual Property, provided that (in the case of any lock-up exclusive licence) such Intellectual Property is not required for the operation of the business of the Group; (xvi) a lease or licence of real property in the ordinary course of business (which shall not include masts or the real property on which they are situated) provided that such real property is not required for the business of the Group; (xvii) of any asset pursuant to a contractual arrangement entered into existing at the Closing Date; (xviii) an assignment by the relevant member Borrower to the Target of rights under any Tender documents which occurs no later than four months after the Closing Date; (xix) of any interest in any Treasury Transaction for cash provided that immediately following any such sale, transfer or disposal the provisions of Clause 20.27 (Treasury Transactions) are complied with; (xx) of any of the Bank marketable securities portfolio owned by the Target Group making such disposal with any third party at the Closing Date; (where such lock-up arrangement has a term not exceeding 12 months)xxi) of Equity Funded Target Shares; and (iiixxii) in respect of assets for cash on arm’s length terms where the net consideration receivable (when aggregated with the net consideration receivable for any other sale, lease, transfer or other disposal by the fair market value of which exceeds £35 million Group not allowed under the preceding paragraphs (i) to (xx)) does not exceed €50,000,000 (or its equivalent in other currencies) in any financial year of the Borrower (as the same may be increased as a result of the operation of sub-paragraph (n)(iii) of Clause 1.2 (Construction)), provided that the aggregate amount of such net consideration receivable when aggregated with the amount of such net consideration receivable for any other disposal permitted under this paragraph (xxi) does not exceed €300,000,000 (or its equivalent in other currencies) in total at any time during the life of this Agreement. Disposals which give rise to an obligation to apply the proceeds of that disposal in full or partial prepayment of the Bridge Facility pursuant to Clause 7 (Prepayment and Cancellation) must be on terms that the consideration payable in respect of the asset(s) being disposed of is for an amount equal to at least 85 per cent. in cash payable, no later than 30 days after the date of such the relevant disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. 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, either in a single transaction or in a series of related transactions, sell, transfer, lease or otherwise dispose of any shares in any of its Subsidiaries or all or any part of its revenues, assets, other shares, business or undertakings other than in the ordinary course of business or trading (which, for the avoidance of doubt, includes mast sharing arrangements) and other than: (a) any payment required to be made under the Relevant Finance Documents or the Senior Secured Notes Documents; (b) the disposal of obsolete or surplus assets no longer required for the efficient operation of the Group Business, on arms’ length commercial terms; (c) disposals of cash, the lending or repayment of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is not otherwise restricted by the terms of the Relevant Finance Documents; (d) by one member of the Bank Group an Obligor to another member of the Bank Group Obligor provided that, that if such assets subject to the disposal are subject to existing Security and it is required in order to comply with the 80% Security Test pursuant to Clause 24.12(b)(i) (Further Assurances) that they remain subject to Security, such assets remain or will be made subject to Security (in form and substance substantially similar to the Company existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal; (e) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by a member of the Bank Group which is not an Obligor to another member of the Group; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (h) disposals of any interest in real or heritable property by way of a lease or licence granted by a member of the Bank Group to another member of the Bank Group; (i) disposals of any assets pursuant to the implementation of an Asset Passthrough or of any funds received pursuant to the implementation of a Funding Passthrough; (j) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such disposal is conducted on a non-recourse basis, except for recourse to: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction; (B) the debtor in respect of the Financial Indebtedness for the purpose of enforcing a security interest against it, so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, and, in each case, the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million (or its equivalent in other currencies) at any time; (k) disposals of any shares or other interests in any Project Company, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint Venture; (l) disposals of assets, revenues or rights of any member of the Bank Group 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); (m) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (ii) where the aggregate net book value of all assets being exchanged in reliance on this paragraph (o) exceeds £10 million (or its equivalent in other currencies) in any Financial Quarter, there is delivered to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, a certificate signed by two authorised officers of the Company (given without personal liability) certifying that the assets received by such member of the Bank Group in reliance on this paragraph (o) during such Financial Quarter are of a similar or comparable value to the assets disposed of by such member of the Bank Group; (p) disposals constituting the surrender of tax losses by any member of the Bank Group: (i) to any other member of the Group, where the surrendering company receives fair market value for such tax losses from the relevant recipient; and (ii) in order to eliminate, satisfy or discharge any tax liability of a former member of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member of the Bank Group would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (q) shall be assets which relate to the services which are the subject of such outsourcing; (ii) the projected cash cost to the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; (iii) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there shall have been delivered to the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements set out in paragraphs (i) and (ii) above.

Disposals. No (a) Each Obligor shall (other than UPC Broadband Holdco) will not and the Company shall will procure that no other member of the Bank Borrower Group shall), without the prior written consent of an Instructing Group, either in (other than a single transaction or in a series of related transactionsRelevant Eastern European Subsidiary) will, sell, transfer, lease lend (subject to Clause 23.14 (Loans and guarantees)) or otherwise dispose of any shares in any of its Subsidiaries or all or cease to exercise direct control over (each a disposal) any part of its revenuespresent or future undertaking, assets, other shares, business rights or undertakings revenues whether by one or a series of transactions related or not (other than in the ordinary course of business or trading Permitted Disposals). (whichb) As used herein a Permitted Disposal means: (i) disposals (including, for the avoidance of doubt, includes mast sharing arrangementsthe outsourcing of activities that support or are incidental to the Permitted Business) and other than: (a) any payment required to be made under on arm’s length commercial terms in the Relevant Finance Documents or the Senior Secured Notes Documentsordinary course of business; (bii) the disposal of property or other assets on bona fide arm’s length commercial terms in the ordinary course of business in consideration for, or to the extent that the net proceeds of disposal are applied within 120 days after such disposal in the acquisition of, property or other assets of a similar nature and approximately equal value to be used in the Permitted Business; (iii) disposals of assets on bona fide arm’s length commercial terms where such assets are obsolete or surplus assets no longer required for the efficient operation purposes of the Group Permitted Business, on arms’ length commercial terms; (civ) disposals of cash, the lending or repayment application of cash or the disposal of Cash Equivalent Investments or Marketable Securities, on arms’ length commercial terms where the same is in payments which are not otherwise restricted by the terms of this Agreement and the Relevant Finance DocumentsSecurity Documents including, for the avoidance of doubt, Permitted Acquisitions and Permitted Payments; (dv) disposals (or the payment of management, consultancy or similar fees): (A) by one member of the Bank Group an Obligor to another member of the Bank Group provided that, if such assets subject to the disposal are subject to existing Security, the Company within 15 Business Days of such disposal is in compliance with the 80% Security Test as of the most recent prior Quarter Date after giving effect to the disposal;Obligor; or (eB) disposals of any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (h) of Clause 25.2 (Negative Pledge), shall not exceed £100 million at any time; (f) disposals by from a member of the Bank Borrower Group which is not an Obligor, to any member of the Borrower Group; or (C) from an Obligor to another member of the GroupBorrower Group which is not an Obligor; (g) disposals of assets on arms’ length commercial terms where the cash proceeds of such disposal are reinvested within 12 months of the date of the relevant disposal in the purchase of replacement assets by a member of the Bank Group (or within 18 months of the date of the relevant disposal if the proceeds are, within 12 months of the date of the relevant disposal, contractually committed to be so applied) provided that where the relevant member of the Bank Group that has made the disposal is an Obligor, such replacement assets are either subject to existing Security Documents granted by the relevant member of the Bank Group that has acquired the replacement assets, or will be made subject to Security by such member of the Bank Group (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of the acquisition of such replacement assets; (hvi) disposals of any interest in real an Unrestricted Subsidiary; (vii) disposals made in connection with Approved Stock Options; (viii) disposals of undertakings, assets, rights or heritable property by way revenues comprising interests in the share capital of a lease persons not holding or licence granted by a member engaged in the Distribution Business of the Bank Borrower Group to another member or other undertakings, assets, rights or revenues not constituting part of the Bank Distribution Business of the Borrower Group (non-Distribution Business Assets); (ix) payment, transfer or other disposal of consideration for any Acquisition, merger or consolidation permitted by Clause 23.11 (Acquisitions and mergers); (x) disposals of cash or cash equivalents constituting any distribution, dividend, transfer, loan or other transaction permitted by Clause 23.13 (Restricted Payments); (xi) the grant of indefeasible rights of use or equivalent arrangements with respect to network capacity, communications, fibre capacity or conduit, in each case on arm’s length commercial terms or on terms that are fair and reasonable and in the best interests of the Borrower Group; (ixii) disposals disposal of any assets pursuant to interest (whether direct or indirect) held by Polska Holdco in Fox Kids Inc., Telewizja Korporacja Partycypacyjana SA and/or @media S.p.zoo. For the implementation avoidance of an Asset Passthrough or doubt and without limiting the generality of subparagraph (x) above, non-Distribution Business Assets shall include: (A) undertakings, assets, rights and revenues comprising interests in the share capital of any funds received pursuant to person engaged solely in the implementation competitive local exchange carrier (CLEC) business, including without limitation, the business of providing traditional voice and data services and services based on Transmission Control Protocol/Internet Protocol (TCP/IP) technology and other undertakings, assets, rights or revenues constituting a Funding Passthroughpart of such businesses; and (B) undertakings, assets, rights and revenues comprising interests in the share capital of any person engaged solely in the business of television and radio programming, including without limitation, the business or creating and distributing special interest television channels, radio programmes, pay per view programmes and near video on demand services and other undertakings, assets, rights or revenues constituting a part of such businesses; (jxiii) disposals of any accounts receivable on arms’ length commercial terms pursuant to an asset securitisation programme or one or more receivables factoring transactions provided that: (i) such the disposal is conducted on a non-recourse basis, except for recourse toby UPC Scandinavia Holding B.V. of: (A) the receivables which are the subject of such asset securitisation programme or receivables factoring transaction;shares in UPC Norge A.S. and/or NBS Nordic Broadband Services A.B.; or (B) the debtor in respect business or a substantial part of the Financial Indebtedness for the purpose business of enforcing a security interest against itUPC Norge A.S. and/or NBS Nordic Broadband Services A.B., so long as: (1) the recourse is limited to recoveries in respect of the receivables; and (2) the providers of the Financial Indebtedness do not have the right to take any steps towards its winding up or dissolution or the appointment of a liquidator, administrator, administrative receiver or similar officer (other than in respect of the receivables); (C) a member of the Group to the extent of its shareholding or other interest in any Asset Securitisation Subsidiary; or (D) a member of the Group under any form of assurance, undertaking or support, where recourse is limited to: (1) a claim for damages (not being liquidated damages or damages required to be calculated in a specified way) for breach of a warranty or undertaking; (2) a claim for breach of warranty relating to the receivables; (3) a claim for breach of undertaking relating to the management and/or collection of the receivables; or (4) a claim for breach of representations, warranties, undertakings, guarantees of performance (excluding any recourse with respect to the collectability of any receivables or assets related to such receivables) and indemnities entered into by such member of the Group or any seller which are reasonably customary in an accounts receivable transaction, andprovided that, in each case, an amount equal to four times Annualised EBITDA of the obligation is not in any way a guarantee, indemnity or other assurance against financial loss or an obligation to ensure compliance by another with a financial ratio or other test of financial condition; and (ii) the aggregate principal amount of all such securitisations or factoring transactions conducted in reliance on this paragraph (j) does not exceed £330 million entity (or its equivalent the business) that is being disposed of under this Subclause for the Ratio Period which ends on the most recent quarterly Accounting Period end date for which financial information has been delivered under Clause 23.2 (Financial information) (the Scandinavia Repayment Amount) is deposited immediately with the Facility Agent and/or the Existing Facility Agent and applied in other currenciesprepayment and cancellation or repayment of the Additional Facilities in accordance with paragraphs (f), (g), (h) at any timeand (i) below and/or the Existing Facilities in accordance with clauses 16.10(f), (g), (h) and (i) (Disposals) of the Existing Facility Agreement; (kxiv) disposals payment, transfer or other disposal between members of the Borrower Group, constituting consideration or investment for or towards or in furtherance of any shares or other interests in any Project CompanyAcquisition, Bank Group Excluded Subsidiary or Joint Venture or the assignment of any Financial Indebtedness owed to a member of the Bank Group by a Project CompanyPermitted Acquisition, Bank Group Excluded Subsidiary or Permitted Joint Venture, merger or consolidation permitted by Clause 16.11 (Acquisitions and Mergers); (lxv) disposals the disposal of assets, revenues all or rights part of any member of the Bank VTR Group arising from an amalgamation, consolidation or merger provided that a prepayment is made in accordance with Clause 7.6(a) (Mandatory prepayment of a member of the Bank Group with any other person which is permitted by Clause 25.8 (Mergers); (mdisposal proceeds) disposals of accounts receivable which have remained due and owing from a third party for a period of more than 90 days and in respect of which the relevant member of the Bank Group has diligently pursued payment in the normal course of its business and where such disposal is on non-recourse terms to such member of the Bank Group; (n) disposals of assets subject to finance or capital leases pursuant to the exercise of an option by the lessee under such finance or capital leases; (o) disposals of assets in exchange for the receipt of assets of a similar or comparable value provided that: (i) to the extent that the assets being disposed of are subject to existing Security, the assets received following such exchange will be subject to the existing Security Documents, or will be made subject to Security (in form and substance substantially similar to the existing Security or otherwise in such form and substance as may reasonably be required by the Facility Agent) within 10 Business Days of such disposal; and (iixvi) any disposal made after the 2006 Amendment Effective Date (in addition to those described in sub paragraphs (i) to (xv) above) of any person or asset the Annualised EBITDA of or attributable to which does not exceed the Remaining Percentage of the Annualised EBITDA of the Borrower Group (excluding the Annualised EBITDA attributable to the VTR Group) for the Latest Ratio Period, provided that: (A) no Default has occurred and is continuing or would occur as a result of such disposal; (B) where the aggregate net book value of all assets being exchanged required, a prepayment is made in reliance on this paragraph accordance with Clause 7.6(a) (o) exceeds £10 million (or its equivalent in other currenciesMandatory prepayment from disposal proceeds) in any Financial Quarter, there is delivered respect of such disposal; (C) UPC Broadband delivers to the Facility Agent, within 30 days from the end of such Financial Quarter of the Bank Group, Agent a certificate signed by two authorised officers managing directors or the sole managing director of UPC Broadband which certifies that, if the financial ratios set out in Clause 17.2 (Financial ratios) were re-calculated for the Latest Ratio Period but adjusting the: I. amount of Senior Debt and Total Debt used in such calculations by: (i) adding any net increase in Senior Debt or Total Debt (respectively) of the Company (given without personal liability) certifying that Borrower Group since the assets received by such member end of the Bank Latest Ratio Period or subtracting any net reduction in the Senior Debt or Total Debt (respectively) of the Borrower Group in reliance on this paragraph (o) during since the end of the Latest Ratio Period and any such Financial Quarter are reduction which will occur from a prepayment of a similar Facility made under Clause 7.3 (Voluntary prepayment) or comparable value to Clause 7.6(a) (Mandatory prepayment from disposal proceeds) of this Agreement from the assets disposed proceeds of such disposal (provided that, for the purposes of this sub-clause (C), Senior Debt and Total Debt shall each be determined as defined under Clause 17.1 (Financial definitions) except that each shall also be reduced by such member the aggregate amount of the Bank Group; (p) disposals constituting the surrender of tax losses all Cash and Cash Equivalent Investments held by any member of the Bank GroupBorrower Group as stated on the consolidated financial statements of the Borrower Group on the last day of the Latest Ratio Period after giving effect to any increase or decrease in those amounts since that date) and (ii) in the event of a Committed Acquisition Designation, adding any net increase in Senior Debt or Total Debt (respectively) of the Borrower Group or subtracting any net reduction in the Senior Debt or Total Debt (respectively) of the Borrower Group that is expected to occur as a result of the incurrence or repayment of Financial Indebtedness in connection with the relevant Committed Acquisition on a pro forma basis; and III. Annualised EBITDA of the Borrower Group used in such calculations by: (i) subtracting the Annualised EBITDA attributable to any other member persons or assets disposed of since the end of the GroupLatest Ratio Period and the Annualised EBITDA attributable to the person or asset the subject of such disposal, where in each case for the surrendering company receives fair market value for such tax losses from the relevant recipientLatest Ratio Period; and (ii) in order to eliminate, satisfy or discharge any tax liability the event of a former member Committed Acquisition Designation, adding the Annualised EBITDA of the Group which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that a member Target in respect of the Bank Group relevant Committed Acquisition for the Latest Ratio Period on a pro forma basis, those financial ratios would have a liability not be breached; and. (D) in the form event of an indemnification obligation or otherwise) a Committed Acquisition Designation, the requirement not to one or more persons exceed the Remaining Percentage in relation to such tax liability if not so eliminated, satisfied or discharged; (q) disposals disposal set out at the start of assets to and sharing assets with any person who is providing services the provision of which have been or are to be outsourced to that person by any member of the Bank Group provided that: (i) the assets being disposed of in reliance on this paragraph (qb)(xvi) shall must also be assets which relate to satisfied on the services which are the subject earlier of such outsourcing; (ii1) the projected cash cost to date on which the Bank Group of such outsourcing shall be less than the projected cash cost to the Bank Group of carrying out such outsourced activities at the levels of service to be provided by the service provider within the Bank Group; relevant Committed Acquisition is completed and (iii2) the economic benefits derived from any such outsourcing contract shall be received by the Bank Group during the term of such contract; (iv) the aggregate fair market value of the assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues in any financial year; provided that any unused portion of such basket amount may be carried forward and used by any member of the Bank Group in the following financial year (and any such amount carried forward will be treated as having been utilised before the original basket amount available in such following financial year); and (v) no later than 30 days after the date of such outsourcing where the consideration payable in respect of the assets subject to such disposal exceeds £10 million (or its equivalent in other currencies), a duly authorised officer of the Company shall have provided to the Facility Agent, a certificate (without personal liability) verifying each of the matters set out in sub-paragraphs (i) to (iii) above and certifying that as at the date of such certificate, the aggregate fair market value of all assets disposed in reliance on this paragraph (q) during such financial year, does not exceed the threshold specified in sub-paragraph (iv) above; (r) disposals of assets pursuant to sale and leaseback transactions (regardless of whether any such lease resulting from such a transaction constitutes an operating or a finance lease) where the aggregate fair market value of any assets disposed of in reliance on this paragraph (r) does not exceed £150 million (or its equivalent in other currencies) in any financial year of the Company and any disposals of assets pursuant to sale and leaseback transactions constituting Financial Indebtedness to the extent such Financial Indebtedness is permitted under this Agreement; (s) subject to the requirements of Clause 24.9 (Hedging), disposals of any Hedging Agreements; (t) disposals of non-core assets acquired in connection with a transaction permitted under Clause 25.13 (Acquisitions and Investments); (u) any disposal of all or part of the Virgin Media business division pursuant to a Business Division Transaction; (v) any disposals constituted by licences of intellectual property rights permitted by Clause 24.6 (Intellectual Property); (w) any disposal of assets made pursuant to the establishment of a Permitted Joint Venture or any disposal of assets to a Permitted Joint Venture which is permitted within the scope of the provisions contained in Clause 25.9 (Joint Ventures); (x) any disposal made in relation to a compulsory purchase order or any other order of any agency of state, authority or other regulatory body or any applicable law or regulation not exceeding £25 million (or its equivalent in other currencies) in any financial year; (y) any disposal by any member of the Bank Group of customer premises equipment to a customer; and (z) disposals of assets not otherwise permitted under this Clause 25.6 provided that the aggregate fair market value of the assets disposed of during any given financial year in reliance on paragraphs (q) and (r) above and on this paragraph (z) does not exceed in respect of any financial year of the Bank Group, 12.5% 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 respect of the preceding financial year of the Bank Group pursuant to paragraph (b)(ii) of Clause 22.1 (Financial Statements); provided that in respect of any Disposal permitted under paragraphs (j), (n), (p)(i), (r) and (z) above: (i) such disposal shall be on arm’s length commercial terms (or in the case of paragraph (p)(i) such disposals are for fair market value from the perspective of the surrendering company); (ii) at least 75% of the consideration for such disposal shall be comprised of cash, Cash Equivalent Investments, Marketable Securities or Additional Assets, provided that the aggregate amount of consideration received by way of Marketable Securities shall not (valued as at the relevant time of receipt of any Marketable Securities) at any time exceed £50 million (or its equivalent in other currencies) and provided further that any Cash Equivalent Investments, Marketable Securities and/or Additional Assets acquired pursuant to any such disposal are monetized within 3 falling 12 months of the expiry of any lock-up arrangement entered into by the relevant member of the Bank Group making such disposal with any third party (where such lock-up arrangement has a term not exceeding 12 months); and (iii) in respect of any disposal the fair market value of which exceeds £35 million (or its equivalent in other currencies) no later than 30 days after the date of such disposal, there provided that the Remaining Percentage shall have been delivered be recalculated on such date to test whether the Facility Agent, a certificate signed by two authorised officers of the Company providing brief details of the transaction and certifying (in each case, to the extent applicable) (other than in respect of disposals under paragraph (p)(i) above) that such disposal shall comply with the requirements requirement set out in paragraphs above is satisfied. (c) The Remaining Percentage is: (i) the greater of (A) 17.5% and (B) the percentage of the Annualised EBITDA of the Borrower Group represented by the Annualised EBITDA of the French Group for the Latest Ratio Period; (ii) above.less the aggregate percentage value of all previous disposals made after the 2006 Amendment Effective Date; and (iii) plus the aggregate percentage value of all Reinvestments made after the 2006 Amendment Effective Date, as calculated in accordance with paragraph (d) below. Provided that:-