Virgin Media 2006 Annual Report Download - page 237

4. INTENDED TERMINATION BY BARCLAYS
4.1 Notice
Barclays hereby undertakes with the Security Trustee that it will not exercise any right or entitlement that it might have under
any Barclays Loan Agreement or at law to terminate that Barclays Loan Agreement unless and until the Security Trustee (to
the extent permitted by the Security Documents) has taken any steps to enforce the Security or to recover any of the Secured
Obligations or
(a) it has given written notice (a “Termination Notice”) to the Security Trustee (with a copy to the relevant
Company) of its intention to do so; and
(b) it has supplied the Security Trustee with reasonable details of the acts, omissions or circumstances which entitle
it to terminate that Barclays Loan Agreement, where relevant, and details (including of sums owing) of such liabilities of
the relevant Company then existing or anticipated under that Barclays Loan Agreement of which Barclays is then aware;
and
(c) a period of 10 Business Days shall have elapsed after the date of the receipt by the Trustee of the Termination
Notice and the details described at Clause 4.1(b) without the Security Trustee, by service of written notice on Barclays,
having agreed to make, on behalf of the relevant Company, payment of all amounts due but unpaid in respect of the
relevant Barclays Loan Agreement together with any default interest thereon (the “Relevant Amounts”), such agreement
to take effect immediately on receipt by Barclays of such notice (the “Assumption Date”).
4.2 Effect of assumption
On and after the Assumption Date and provided the Security Trustee (on behalf of the relevant Company) has paid the
Relevant Amounts within the time period specified in Clause 4.1(c):
(a) without prejudice to any right or entitlement to terminate arising in respect of future events, Barclays shall
continue to observe, perform and comply with all of its obligations under the relevant Barclays Loan Agreement;
(b) without prejudice to any right or entitlement to terminate arising in respect of future events, the relevant Barclays
Loan Agreement shall remain in full force and effect;
(c) subject to Clauses 5.2 and 5.3, Barclays will not exercise or enforce or attempt to exercise or enforce any right
or remedy against the relevant Company in respect of the event giving rise to the right or entitlement to terminate referred
to in Clause 4.1 and in respect of which the relevant Termination Notice was issued; and
(d) the Security Trustee will, to the extent of the Relevant Amounts actually paid by it to Barclays, be subrogated to
the rights of Barclays against the relevant Company under the relevant Barclays Loan Agreement and relevant Barclays
Security in respect of each such payment made by the Security Trustee on
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007