Common use of Accrued and Unpaid Interest Clause in Contracts

Accrued and Unpaid Interest. Accrued and unpaid interest in respect of Liberty Global Debt (other than Liberty Global Debt listed in paragraph 3.1 of Part B of this Schedule 10 and the Liberty Global Capex Shortfall) shall be calculated as follows: (i) where the Financing Facility in respect of Liberty Global Debt does not have a related FX Derivative or Interest Rate Derivative and: (a) the Liberty Global Debt is denominated in Euros, the accrued and unpaid interest shall be such interest as shall be payable pursuant to the Financing Facility for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion; or (b) the Liberty Global Debt is not denominated in Euros, the accrued and unpaid interest shall be such interest as shall be payable pursuant to the Financing Facility for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion converted into Euros based on the Exchange Rate at Completion; or (ii) where the Financing Facility in respect of Liberty Global Debt has a related Interest Rate Derivative, the accrued and unpaid interest shall be the aggregate of: (a) the net accrued interest payable by the Liberty Global Target Group pursuant to the fixed and floating legs of the related Interest Rate Derivative for the period from (but excluding) the date on which the last interest payment was made or received (as the case may be) to (and including) Completion; and (b) the accrued interest on the Liberty Global Debt for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion; or (iii) where the Financing Facility in respect of Liberty Global Debt has a related FX Derivative, the accrued and unpaid interest shall be the aggregate of: (a) the net accrued interest payable by the Liberty Global Target Group pursuant to the fixed and floating legs of the related FX Derivative for the period from (but excluding) the date on which the last interest payment was made or received (as the case may be) to (and including) Completion, provided that the accrued interest on the non-Euro denominated leg of the swap shall be converted into Euros based on the Exchange Rate at Completion; and (b) the accrued interest on the Liberty Global Debt for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion, provided that the accrued interest shall be converted into Euros based on the Exchange Rate at Completion.

Accrued and Unpaid Interest. Accrued and unpaid interest in respect Upon consummation of Liberty Global Debt (other than Liberty Global Debt listed in paragraph 3.1 of Part B of this Schedule 10 and the Liberty Global Capex Shortfall) shall be calculated as follows: (i) where the Financing Facility in respect of Liberty Global Debt does not have a related FX Derivative or Interest Rate Derivative and: (a) the Liberty Global Debt is denominated in Eurosexchange, the all accrued and unpaid interest on the exchanged outstanding 2022 Notes and, if applicable, exchanged outstanding 2023 HY Notes, to be paid in full in cash Coupon 10.00%, payable in cash on a semi-annual basis Maturity April 15, 2025 Guarantees Same guarantors as New TLs (as defined in the Amended 1L Credit Agreement Term Sheet (as defined below)), subject to exceptions consistent with the existing 2L notes Collateral Second lien security interest on assets subject to liens securing the debt under the Amended 1L Credit Agreement, subject to exceptions consistent with the existing 2L notes Intercreditor Agreements New 2L Notes to become a party (as 2L debt) to the existing 1L/2L intercreditor agreement New 2L Notes to agree to terms of 2L intercreditor agreement with holders of existing 2L notes (which shall be such interest on market terms reasonably acceptable to Issuers) Put Puttable to the issuer at 101% of par upon a change of control Mandatory Prepayments As in the existing 2L notes. Call Protection 110 through yr2, 105-yr3, 102.5-yr4, par thereafter; automatic acceleration upon bankruptcy Affirmative & Negative Covenants As set forth in the existing 2L notes (except basket usage and builders calculated only from issuance date of New 2L Notes), with the following amendments: Add covenant that (i) a draft of any confirmation order confirming any chapter 11 plan in any chapter 11 case with respect to some or all of the Unrestricted SGx Subsidiaries (as defined below) shall be payable pursuant delivered to the Financing Facility for Backstop Group and the period from Specified Noteholders (but excludingeach as defined in the Amended 1L Credit Agreement Term Sheet (as defined below)) in advance of the date on which the last interest payment was made to (filing thereof and including) Completion; or (b) the Liberty Global Debt is not denominated in Euros, the accrued and unpaid interest shall be such interest as shall be payable pursuant to the Financing Facility for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion converted into Euros based on the Exchange Rate at Completion; or (ii) where the Financing Facility in respect Issuers shall consult with the Backstop Group and the Specified Noteholders (if requested thereby) as to the terms thereof and (iii) the terms thereof shall not prohibit the granting of Liberty Global Debt has a related Interest Rate Derivativeguarantees or liens by the Unrestricted SGx Subsidiaries to the extent required by Amended 1L Credit Agreement or the New 2L Notes. Add covenant that, upon emergence from any chapter 11 plan that is implemented through the accrued and unpaid interest unrestriction of any Unrestricted SGx Subsidiaries, each Unrestricted SGx Subsidiary shall be designated as a Restricted Subsidiary, become a Guarantor, and grant liens on its assets and enter into deposit account control agreements to secure the aggregate of: New 2L Notes in accordance with the collateral provisions outlined above on or before the date of re-restriction (awith customary grace periods for perfection steps consistent with the Amended 1L Credit Agreement) (any breach of such covenant to be an immediate Event of Default). Add covenant restricting pledge of any fee owned Real Property (as defined in the net accrued interest payable indenture for the existing 2L notes) and leasehold interests in Real Property, including Principal Properties (as defined in the 4.75% 2023 notes indenture), as security for debt for borrowed money (other than debt incurred to fund the acquisition or improvement of the real property subject to such pledge) unless such Real Property is also pledged to secure the obligations under Amended 1L Credit Agreement and the New 2L Notes. Debt: • Credit Agreement Basket (4.03(b)(i)): Greater of (1) $3.25B and (2) (x) while Qualified Ratings apply (as defined below), 2.50x pro forma 1L Net Leverage or (y) while Qualified Ratings do not apply, 2.25x pro forma 1L Net Leverage • General Basket (4.03(b)(xii)): Greater of $325mm and 3.75% of TA • Capitalized Lease Basket (4.03(b)(iv)): Greater of $100mm and 1.00% of TA • Non-Loan-Party Debt Basket (4.03(b)(xx)): Greater of $225mm and 2.50% of TA • Securitization Basket (4.03(b)(xvii)): Greater of $200mm and 2.00% of TA Liens:1 • First Lien Basket (Clause 6(B)(y)): (x) while Qualified Ratings apply, 2.50x pro forma 1L Net Leverage or (y) while Qualified Ratings do not apply, 2.25x pro forma 1L Net Leverage • General Basket (Clause (25)): Greater of $100mm and 1.25% of TA Restricted Payments: • Cumulative Credit: Builder accrues only issue date (i.e., beginning with first fiscal quarter ending after issue date) • General Basket (4.04(b)(x)): Greater of $225mm and 2.50% of TA • “Excluded Contributions” accrue only from issue date • “Restricted Payments” to include prepayments of junior lien or unsecured debt with unlimited basket for payments made on such debt within one year of the maturity thereof. Investments: • General Basket (Clause (10)): Greater of $500mm and 5.00% of TA • Similar Business (Clause (9)): Greater of $200mm and 2.25% of TA • JV/Unrestricted Sub (Clause (23)): Greater of $225mm and 2.50% of TA • Carve-out for unrestriction of SGx entities (“Unrestricted SGx Subsidiaries”) “Restructuring/Settlement Transactions”, to be defined to capture the transactions contemplated by the Liberty Global Target Group pursuant Litigation Settlement (as defined in the Exchange Agreement to which this term sheet is attached), and covenants to permit consummation thereof. Calculation of all leverage ratios and TA calculations for purposes of covenants shall include only the fixed and floating legs of the related Interest Rate Derivative for the period from (but excluding) the date on which the last interest payment was made EBITDA, cash or received (assets, as the case may be, of Subsidiaries (i.e., EBITDA, cash and assets of Unrestricted SGx Subsidiaries excluded from calculations) to 1 NTD: For the avoidance of doubt, existing 2L notes contain (and includingNew 2L Notes will contain) Completion; and (b) the accrued interest on the Liberty Global Debt for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion; or (iii) where the Financing Facility in respect of Liberty Global Debt has a related FX Derivative, the accrued and unpaid interest shall be the aggregate of: (a) the net accrued interest payable by the Liberty Global Target Group pursuant to the fixed and floating legs of the related FX Derivative for the period from (but excluding) the date on which the last interest payment was made or received (as the case may be) to (and including) Completion, provided that the accrued interest on the non-Euro denominated leg of the swap shall be converted into Euros based on the Exchange Rate second lien basket set at Completion; and (b) the accrued interest on the Liberty Global Debt for the period from (but excluding) the date on which the last interest payment was made to (and including) Completion, provided that the accrued interest shall be converted into Euros based on the Exchange Rate at Completion3.50x 1L/2L Net Leverage.