Common use of US Borrower Clause in Contracts

US Borrower. The US Borrower shall not: (a) carry on any trade or business, other than the management of its own financial affairs and operations to the extent necessary in connection with the Finance Documents and the acquisition and ownership of the Notes, including without limitation, the opening and maintenance of bank accounts outside of the United Kingdom, the granting of loans or other credit, the borrowing of monies, the making of any distributions, and the payment of fees, costs, taxes and other charges properly incurred by it in the conduct of its operations from time to time, provided always that none of the foregoing activities shall render the US Borrower as resident for tax purposes in the United Kingdom; (b) own any Subsidiary or other entity; (c) create or permit to subsist any Encumbrance over its rights under or title and interest in the Notes, other than: (i) pursuant to the Security; or (ii) as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed; or (d) dispose of any or all of its rights, title and interest in the Notes other than pursuant to or as contemplated by the Security Documents or as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed.

Appears in 4 contracts

Samples: Senior Facilities Agreement (Virgin Media Investment Holdings LTD), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)

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US Borrower. The US Borrower shall not: (a) carry on any trade or business, other than the management of its own financial affairs and operations to the extent necessary in connection with the Finance Documents, the Senior Secured Notes Documents and the acquisition and ownership of the Notes, including without limitation, the opening and maintenance of bank accounts outside of the United Kingdom, the granting of loans or other credit, the borrowing of monies, the making of any distributions, and the payment of fees, costs, taxes and other charges properly incurred by it in the conduct of its operations from time to time, provided always that none of the foregoing activities shall render the US Borrower as resident for tax purposes in the United Kingdom; (b) own any Subsidiary or other entity; (c) create or permit to subsist any Encumbrance over its rights under or title and interest in the Notes, other than: (i) pursuant to the Security; or (ii) as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed; or (d) dispose of any or all of its rights, title and interest in the Notes other than pursuant to or as contemplated by the Security Documents or as contemplated by any applicable Group Intercreditor Agreement or the HYD Intercreditor Deed.

Appears in 1 contract

Samples: Senior Facilities Agreement (Virgin Media Inc.)

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