Virgin Media 2006 Annual Report Download - page 240

(a) the Security Trustee will consult with Barclays as to the identity of any Receiver over any asset in respect of
which Barclays has Encumbrance with a view to agreeing the joint appointment of that Receiver by Barclays and the
Security Trustee;
(b) Barclays will not be entitled to take or have possession of any such assets or maintain a Receiver in possession
of such asset (other than a Receiver appointed jointly by Barclays and the Security Trustee);
(c) the Security Trustee will have the entire conduct of any sale or such assets; and
(d) if pursuant to enforcement the Security Trustee or a Receiver intends to sell any asset over which Barclays has
Security conferred by the Barclays Security, or if the relevant Company intends to sell such asset with the approval of the
Security Trustee, the Security Trustee will consult with Barclays with a view to agreeing the timing and manner in which
the sale of that asset is to be conducted. Failing such agreement, Barclays will on any such sale release the
Encumbrances conferred by the Barclays Security over the asset if the proceeds are or will be sufficient to discharge the
Barclays Liabilities (or, if such proceeds are not sufficient, if it has given its consent to the sale) and are to be applied in
accordance with Clause 7.2.
7.2 Proceeds
The net proceeds of enforcement of the Security which are attributable to any asset subject to the Encumbrances conferred by
the Barclays Security will, upon receipt by the Security Trustee, be paid to or to the order of Barclays and pending such
payment will be held on trust for Barclays.
8. MISCELLANEOUS
8.1 Transfer
For the avoidance of doubt it is hereby agreed that the benefit of this Deed may not be transferred in part. The Security
Trustee for the time being may transfer the whole of the benefit of this Deed to any successor performing the obligations of
Security Trustee for the Beneficiaries under the Group Intercreditor Deed but not otherwise, provided that such successor
undertakes to the other parties to this Deed to be bound by its terms.
8.2 No amendment
Without the prior written consent of the Security Trustee, no amendments to any Barclays Loan Agreement will be permitted
other than amendments which do not impair the obligations of any Company under this Deed, do not increase the Barclays
Liabilities and do not alter the scheduled maturity date of the relevant Barclays Loan Agreement. For the avoidance of doubt,
any amount repaid or prepaid by any Company pursuant to any Barclays Loan Agreement may not be reborrowed by the
relevant Company.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007