Common use of Additional Facilities Clause in Contracts

Additional Facilities. (a) Delete Clause 2.3(c) (Additional Facilities) and replace it with the following: “Each Lender under an Additional Facility shall become a party to this Agreement and be entitled to share in the Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that UPC Broadband and the relevant Lenders may agree that an Additional Facility shares in the Security on a junior basis to the other Facilities or shall not be entitled to share in the Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.” (b) Amend the Additional Facilities Cap as defined in Clause 2.3(g) (Additional Facilities) such that: (i) it includes an additional limb for the aggregate amount of any voluntary prepayments of Term Facility Advances that are secured on a pari passu basis with the other Facilities or Advances under Revolving Facilities (to the extent accompanied by a corresponding permanent cancellation of the relevant Revolving Facility Commitments) to the extent the relevant prepayment or cancellation is not funded or effected with any long-term Financial Indebtedness (including Financial Indebtedness in the form of a bridge or other interim credit facility intended to be refinanced with long-term Financial Indebtedness); and (ii) UPC Broadband shall have the ability to classify such amounts of Financial Indebtedness on the date of their incurrence and shall only be required to include the amount and type of such Financial Indebtedness in one of such sub-paragraphs and will be permitted on the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any manner.

Additional Facilities. (a) Delete Clause 2.3(cBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement, an Additional Facility or an Increase (as defined below) may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount (as determined on the date of Incurrence thereof), provided that (i) on the date of the proposed Additional FacilitiesFacility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in the foregoing clauses (i) and replace it with (ii) shall not be required to be satisfied (other than to the following: “extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the relevant Additional Borrower (if any). That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security; provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) the Revolving Credit Commitments in respect of any Additional Revolving Facility may, at the election of the Company, be designated as Financial Covenant Revolving Credit Commitments; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents (in addition to those amendments contemplated by clause (o) of this Section 2.14), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders, Required Revolving Credit Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv), (v) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Security Collateral in accordance with the terms of the applicable Intercreditor Agreement and the Security Collateral Documents pari passu with the Lenders under the other Facilities Facilities; provided that UPC Broadband the Additional Facility Borrowers and the relevant Lenders Additional Facility Lender may agree that an Additional Facility shares in the Security Collateral on a junior basis to the other Facilities or which, if so agreed, shall not be entitled to share set out in the Security either relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to the applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Amendment Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved]. (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the Intercreditor Agreement terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or pursuant payment subordination and associated rights of the applicable Lenders to ancillary intercreditor arrangementsthe extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments.” (bp) Amend This Section 2.14 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facilities Cap Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as defined those applicable to the existing Term Commitments or Revolving Credit Commitments). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in Clause 2.3(g) (respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facilities) Facility Joinder Agreements or Increase Confirmations. In respect of any such thatIncrease: (i) it includes an additional limb on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) on and as of the aggregate amount date of any voluntary prepayments of Term Facility Advances that are secured on a pari passu basis the proposed Increase with the other Facilities or Advances under Revolving Facilities (same effect as though made on and as of such date, except to the extent accompanied by such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a corresponding permanent cancellation of Limited Condition Transaction, the relevant Revolving Facility Commitmentsconditions set forth in the foregoing clauses (i) and (ii) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant prepayment Lender or cancellation is not funded Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or effected with any long-term Financial Indebtedness (including Financial Indebtedness in Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the form of a bridge or other interim credit facility intended applicable Borrower and each Loan Party agrees to be refinanced with long-term Financial Indebtedness)bound by such joinder; and (iiiii) UPC Broadband shall have with the ability prior written consent of the Company, the Administrative Agent is authorized and instructed to classify enter into such amounts of Financial Indebtedness on the date of their incurrence and shall only be documentation as is reasonably required to include amend this Agreement and any other Loan Document (in accordance with the amount and type terms of such Financial Indebtedness in one this Section 2.14) to reflect the terms of such sub-paragraphs and will be permitted on each Increase without the date consent of such incurrence to divide and classify an item of such Financial Indebtedness in more any Lender other than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any mannereach applicable Additional Facility Lender.

Additional Facilities. (a) Delete Clause 2.3(cBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (as defined below) may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount (as determined on the date of Incurrence thereof); provided that (i) on the date of the proposed Additional FacilitiesFacility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(a)(i) and replace it with (ii) shall not be required to be satisfied (other than to the following: “extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Xxxxxx’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account relating to an Additional Facility during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; (v) the Revolving Credit Commitments in respect of any Additional Revolving Facility may, at the election of the Company, be designated as Financial Covenant Revolving Credit Commitments; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents (in addition to those amendments contemplated by Section 2.14(o)), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders, Required Revolving Credit Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv), (v) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Security Collateral in accordance with the terms of the this Agreement, any applicable Intercreditor Agreement and the Security Collateral Documents pari passu with the Lenders under the other Facilities Facilities; provided that UPC Broadband the Additional Facility Borrowers and the relevant Lenders Additional Facility Lender may agree that an Additional Facility shares in the Security Collateral on a junior basis to the other Facilities or which, if so agreed, shall not be entitled to share set out in the Security either relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the 2020 Amendment Effective Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the Intercreditor Agreement terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or pursuant payment subordination and associated rights of the applicable Lenders to ancillary intercreditor arrangementsthe extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments.” (bp) Amend This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facilities Cap Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as defined those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in Clause 2.3(g) (respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facilities) Facility Joinder Agreements or Increase Confirmations. In respect of any such thatIncrease: (i) it includes an additional limb (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the aggregate amount date of any voluntary prepayments of Term Facility Advances that are secured on a pari passu basis the proposed Increase with the other Facilities or Advances under Revolving Facilities (same effect as though made on and as of such date, except to the extent accompanied by such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a corresponding permanent cancellation of Limited Condition Transaction, the relevant Revolving Facility Commitmentsconditions set forth in this Section 2.14(q)(i) and foregoing sub-clauses (A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant prepayment Lender or cancellation is not funded Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or effected with any long-term Financial Indebtedness (including Financial Indebtedness in Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the form of a bridge or other interim credit facility intended applicable Borrower and each Loan Party agrees to be refinanced with long-term Financial Indebtedness)bound by such joinder; and (iiiii) UPC Broadband with the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, each of the Revolving Credit Lenders under such Facility shall have assign to each of the ability Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to classify all such amounts assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of Financial Indebtedness such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the date of their incurrence Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement shall only be required not apply to include the amount and type of such Financial Indebtedness in one of such sub-paragraphs and will be permitted on transactions effected pursuant to the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any mannerimmediately preceding sentence.

Additional Facilities. (a) Delete Clause 2.3(cBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement or Increase Confirmation, an Additional Facility or an Increase (as defined below) may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount (as determined on the date of Incurrence thereof); provided that (i) on the date of the proposed Additional FacilitiesFacility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the date of the proposed Additional Facility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in Section 2.14(a)(i) and replace it with (ii) shall not be required to be satisfied (other than to the following: “extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the applicable Additional Borrower, if any. That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security (except in the case of a security interest in any Escrow Account relating to an Additional Facility during the escrow period applicable to such Additional Facility); provided that the Additional Facility Borrowers and the relevant Additional Facility Lender may agree that an Additional Facility shares in the Collateral on a junior basis to the other Facilities. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary or mandatory prepayments of the Term Loans; (v) the Revolving Credit Commitments in respect of any Additional Revolving Facility may, at the election of the Company, be designated as Financial Covenant Revolving Credit Commitments; (vi) each Additional Facility Joinder Agreement may provide for the consent of the Additional Facility Lenders under the applicable Additional Facility (including any Increase in respect thereof) to one or more amendments to this Agreement and the other Loan Documents (in addition to those amendments contemplated by Section 2.14(o)), and each party to this Agreement acknowledges and agrees that such consent shall be binding on all Additional Facility Lenders in respect of such Additional Facility and shall be counted for purposes of the definition of determining whether the consent of the Required Lenders, Required Class Lenders, Required Revolving Credit Lenders and affected Lenders has been obtained, and for all other relevant purposes under Section 10.01; and (vii) subject to sub-clauses (i), (ii), (iv), (v) and (vi) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Security Collateral in accordance with the terms of the this Agreement, any applicable Intercreditor Agreement and the Security Collateral Documents pari passu with the Lenders under the other Facilities Facilities; provided that UPC Broadband the Additional Facility Borrowers and the relevant Lenders Additional Facility Lender may agree that an Additional Facility shares in the Security Collateral on a junior basis to the other Facilities or which, if so agreed, shall not be entitled to share set out in the Security either relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to any applicable Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender immediately prior to the Additional Facility Commencement Date with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved.] (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the Intercreditor Agreement terms of each Additional Facility without the consent of any Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or pursuant payment subordination and associated rights of the applicable Lenders to ancillary intercreditor arrangementsthe extent any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments.” (bp) Amend This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by any amount (an “Increase”) which shall not exceed the Additional Facilities Cap Facility Available Amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements or Increase Confirmations (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Additional Facility Commitments are the same as defined those applicable to the existing Term Commitments or Revolving Credit Commitments, as applicable). Following any such Increase, references to Term Loans and Revolving Credit Loans, as applicable, and the Lenders in Clause 2.3(g) (respect of the Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such Additional Facilities) Facility Joinder Agreements or Increase Confirmations. In respect of any such thatIncrease: (i) it includes an additional limb (A) on the date of the proposed Increase, all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 shall be true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) on and as of the aggregate amount date of any voluntary prepayments of Term Facility Advances that are secured on a pari passu basis the proposed Increase with the other Facilities or Advances under Revolving Facilities (same effect as though made on and as of such date, except to the extent accompanied by such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, after giving effect to any qualification therein, in all respects) as of such earlier date, and (B) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided that, in connection with any such Increase the primary purpose of which is to finance a corresponding permanent cancellation of Limited Condition Transaction, the relevant Revolving Facility Commitmentsconditions set forth in this Section 2.14(q)(i) and foregoing clauses (A) and (B) shall not be required to be satisfied (other than to the extent required by any Lender or Additional Facility Lender in respect of such Increase); (ii) each party to this Agreement (other than the relevant prepayment Lender or cancellation is not funded Additional Facility Lender and the applicable Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement or effected with any long-term Financial Indebtedness (including Financial Indebtedness in Increase Confirmation which has been duly completed and signed on behalf of each Lender or proposed Additional Facility Lender, the form of a bridge or other interim credit facility intended applicable Borrower and each Loan Party agrees to be refinanced with long-term Financial Indebtedness)bound by such joinder; and (iiiii) UPC Broadband with the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the terms of each Increase without the consent of any Lender other than each applicable Additional Facility Lender. (r) Upon any Additional Facility Commencement Date on which Revolving Credit Commitments in respect of an Additional Revolving Facility (the “Additional Revolving Credit Commitments”) are effected through an increase in the Revolving Credit Commitments with respect to any existing Facility (the “Original Revolving Credit Facility”) pursuant to this Section 2.14, (a) each of the Revolving Credit Lenders under such Facility shall have assign to each of the ability Additional Lenders under such Additional Revolving Facility (the “Additional Revolving Credit Lenders”), and each of the Additional Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Additional Facility Commencement Date as shall be necessary in order that, after giving effect to classify all such amounts assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Additional Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of Financial Indebtedness such Additional Revolving Credit Commitments to the Revolving Credit Commitments; provided that the Administrative Agent and the Company may agree to give effect to the foregoing provisions on or after the next Interest Payment Date with respect to any Revolving Credit Loans outstanding under the Original Revolving Credit Facility on the date of their incurrence Additional Facility Commencement Date. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in this Agreement shall only be required not apply to include the amount and type of such Financial Indebtedness in one of such sub-paragraphs and will be permitted on transactions effected pursuant to the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any mannerimmediately preceding sentence.

Additional Facilities. ‌ (a) Delete Clause 2.3(c) The Parent may, at its discretion, at any time or times after the Closing Date (Additional Facilities) and replace it with and, in the following: “Each Lender under case of an Additional Revolving Facility shall become only, on one additional occasion prior to the Closing Date) establish‌ one or more Additional Facilities each of which may be a party term facility or a revolving facility and may, without limitation, be structured (at the election of the Parent) as an increase to this Agreement and be entitled to share and/or an additional tranche of an existing Facility (provided that, if structured as an increase and/or an additional tranche of an existing Facility, the Termination Date thereof is the same as that Facility, it is denominated in the Security in accordance with same currency as that Facility and carries interest at the terms same interest rate applicable to that Facility) by delivery to the Agent of one or more duly completed Additional Facility Accession Deeds, duly executed by the Intercreditor Agreement Parent, each Additional Facility Lender for the Additional Facility being provided thereunder and the Security Documents pari passu with the Lenders each Additional Facility Borrower under the other Facilities relevant Additional Facility, provided that UPC Broadband and the relevant Lenders may agree that an Additional Facility shares in the Security on a junior basis to the other Facilities or shall not be entitled to share in the Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.” (b) Amend the Additional Facilities Cap as defined in Clause 2.3(g) (Additional Facilities) such that: (i) it includes an additional limb for the aggregate amount in respect of any voluntary prepayments of Term Facility Advances that are secured on a pari passu basis with the other Facilities or Advances under Revolving Facilities (to the extent accompanied by a corresponding permanent cancellation of the relevant Revolving Facility Commitments) to the extent the relevant prepayment or cancellation is not funded or effected with any long-term Financial Indebtedness (including Financial Indebtedness in the form of a bridge or other interim credit facility intended to be refinanced with long-term Financial Indebtedness); andeach Additional Facility: (iiA) UPC Broadband shall have the ability to classify such amounts no Event of Financial Indebtedness on the date of their incurrence Default has occurred and shall only be required to include the amount and type of such Financial Indebtedness in one of such sub-paragraphs and will be permitted is continuing on the date of such incurrence Additional Facility Accession Deed (for the avoidance of doubt, without prejudice to divide and classify an item any Certain Funds Utilisation of such Financial Indebtedness in more than one Additional Facility); (B) subject to the Agreed Security Principles, such Additional Facility shall be entitled to benefit from all or any part of the types guarantees under the Finance Documents and the Transaction Security, and any guarantee and Security granted by any member of Financial Indebtedness described the Group in such paragraphsrespect of obligations of the Group under an Additional Facility shall extend to Facility B, andthe Acquisition Facility, from time Delayed Draw Facility 1 and Delayed Draw Facility 2 and constitute Transaction Security for the purposes of this Agreement and the Intercreditor Agreement; (C) the proceeds of the relevant Additional Facility are to timebe applied in accordance with paragraph (f) of Clause 3.1 (Purpose); (D) any mandatory prepayments of the Facilities in accordance with Clause 12 (Mandatory Prepayment) shall be applied against that Additional Facility as set out in that Clause or, if specified in the relevant Additional Facility Accession Deed, on a junior basis (but not on a senior basis); (E) no Additional Term Facility may reclassify be Utilised if and for so long as there are Available Commitments (in respect of which no Utilisation Request has been submitted) under the Acquisition Facility and/or, after the Delayed Draw Facility 1 Purpose Switch Time has occurred, Delayed Draw Facility 1, unless all or a portion Available Commitments under the Acquisition Facility and/or Delayed Draw Facility 1 (as applicable) are utilised concurrently with the Utilisation of such Financial IndebtednessAdditional Term Facility; and (F) no member of the Group, a Sponsor or any Sponsor Affiliate may provide an Additional Facility; (ii) in respect of each Additional Term Facility: (A) the relevant Additional Term Facility has a Termination Date no earlier than the original Termination Date for Facility B; (B) such Additional Term Facility will be made available on a secured basis pari passu with Facility B in right of payment and in terms of recovery of Transaction Security proceeds (subject to the Agreed Security Principles); (C) such Additional Term Facility may include an amortisation profile customary for the financing of the relevant type, subject to the principal amount of any applicable scheduled repayment instalments falling prior to the original Termination Date for‌ Facility B not exceeding an amount equal to 1.00% of the original principal amount of the relevant Additional Term Facility in aggregate in any manner.Financial Year, unless all the Facility B Lenders at such time have also accepted an offer by the Company of an amortisation repayment per annum for each corresponding year in a number of basis points per annum equal to the amortisation repayment of such amortising Additional Term Facility in excess of 1.00%, provided that, for the purpose of this sub-paragraph

Additional Facilities. (a) Delete Clause 2.3(cBy at least two Business Days’ notice to the Administrative Agent (or such shorter period as the Administrative Agent shall agree), and pursuant to the terms and conditions in this Section 2.14 and in the applicable Additional Facility Joinder Agreement, an Additional Facility may be provided to any Loan Party in an aggregate principal amount not to exceed the Additional Facility Available Amount, provided that (i) on the date of the proposed Additional Facility Loan all representations and warranties to be made in a Request for Credit Extension in accordance with Section 4.03 are true and correct in all material respects (or, with respect to any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) on and as of the date of the proposed Additional FacilitiesFacility Loan with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language, in all respects) as of such earlier date, and (ii) no Event of Default is continuing on such date or would occur after giving effect to the proposed advance; provided, further, that in connection with any Additional Facility the primary purpose of which is to finance a Limited Condition Transaction, the conditions set forth in the foregoing clauses (i) and replace it with (ii) shall not be required to be satisfied (other than to the following: “extent required by the Additional Facility Lenders party thereto). (b) Any person may become a Lender under this Agreement by delivering to the Administrative Agent an Additional Facility Joinder Agreement which must be duly executed by that person, the Administrative Agent, the applicable Borrower and the relevant Additional Borrower (if any). That person shall become a Lender on the date specified in the Additional Facility Joinder Agreement. Additional Facilities may be provided by any existing Lender, but no existing Lender will have an obligation to make an Additional Facility Commitment nor will the applicable Borrower have any obligation to approach any existing Lender to provide any Additional Facility Commitment. (c) Upon the relevant person becoming a Lender, the total of the Commitments under this Agreement shall be increased by the amount set out in the relevant Additional Facility Joinder Agreement as that Lender’s Additional Facility Commitment. (d) Each Lender under an Additional Facility will grant to the applicable Borrower a term or revolving loan facility in the amount specified in the relevant Additional Facility Joinder Agreement during the Additional Facility Availability Period specified in the Additional Facility Joinder Agreement, subject to the terms of this Agreement. (e) No Additional Facility shall have the benefit of any guarantee unless the existing Lenders also share in such guarantee. The execution by the applicable Borrower, the Guarantors and the relevant Additional Borrower of the Additional Facility Joinder Agreement shall constitute confirmation by each Guarantor that its obligations under the Guaranty shall extend to the total of the Commitments as increased by the addition of the relevant Lender’s Commitment and shall be owed to each Secured Party including the relevant Lender but otherwise shall continue unaffected. (f) The aggregate amount of all outstanding Additional Facility Loans under an Additional Facility shall not at any time exceed the relevant Total Additional Facility Commitments for that Additional Facility. (g) The aggregate amount of the participations of a Lender in Additional Facility Loans under an Additional Facility shall not at any time exceed that Lender’s Additional Facility Commitment for that Additional Facility at that time. (h) No Additional Facility shall have the benefit of any security unless the existing Lenders also share in such security. The effectiveness of an Additional Facility shall be subject to customary reaffirmation in respect of any Collateral Documents and, to the extent reasonably requested by the Administrative Agent, delivery of a written opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent. (i) in respect of each Additional Facility: (i) each Additional Facility Borrower for that Additional Facility is a Loan Party; (ii) the principal amount, interest rate, interest periods, Latest Maturity Date, use of proceeds, repayment schedule, availability, fees, incorporation of relevant clauses relating to, or in connection with, any Additional Facility and related provisions, and the currency of that Additional Facility shall be agreed by the relevant Additional Facility Borrowers and the relevant Additional Facility Lenders (and, in the case of currency and incorporation of the relevant clauses relating to, or in connection with, any Additional Facility which is a revolving facility, the Administrative Agent) and set out in the relevant Additional Facility Joinder Agreement; (iii) the relevant Additional Facility Joinder Agreement shall specify whether that Additional Facility is in form of a term loan or a revolving loan; (iv) Notwithstanding anything to the contrary in this Agreement, (A) any Additional Revolving Facility may provide for the ability on a voluntary basis to permanently repay and terminate or reduce any Revolving Credit Commitments on a pro rata basis, less than or greater than a pro rata basis with other outstanding revolving Facilities hereunder and (B) any Additional Facility Loan in the form of a term loan may participate on a pro rata basis, less than or greater than a pro rata basis in any voluntary prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans, and on a pro rata basis or less than a pro rata basis in any mandatory prepayments of the Term Loans hereunder under other outstanding Classes of Term Loans; and (v) subject to sub-clauses (i), (ii) and (iv) above, the general terms of that Additional Facility shall be consistent in all material respects with the terms of this Agreement. (j) The Borrowers may pay to any Additional Facility Lender a fee in the amount and at the times agreed between the applicable Borrower and that Additional Facility Lender. (k) Each Additional Facility Lender shall become a party to this Agreement and be entitled to share in the Security Collateral in accordance with the terms of the Intercreditor Agreement Agreements and the Security Collateral Documents pari passu with the Lenders under the other Facilities provided that UPC Broadband the Additional Facility Borrowers and the relevant Lenders Additional Facility Lender may agree that an Additional Facility shares in the Security Collateral on a junior basis to the other Facilities or which, if so agreed, shall not be entitled to share set out in the Security either relevant Additional Facility Joinder Agreement. In addition, each Additional Facility Lender shall be subject to the Existing Intercreditor Agreement or enter into equivalent intercreditor arrangements having a similar effect. (l) Each party to this Agreement (other than each proposed Additional Facility Lender, the applicable Borrower and each Additional Facility Borrower) irrevocably authorizes and instructs the Administrative Agent to execute on its behalf any Additional Facility Joinder Agreement which has been duly completed and signed on behalf of each proposed Additional Facility Lender, the applicable Borrower and each proposed Additional Facility Borrower and each Loan Party agrees to be bound by such joinder. (m) On the Additional Facility Commencement Date: (i) each Additional Facility Lender party to that Additional Facility Joinder Agreement, each other Finance Party and the Loan Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had each Additional Facility Lender been a Lender on the Closing Date, with the rights and/or obligations assumed by it as a result of that accession and with the Commitment specified by it as its Additional Facility Commitment; and (ii) each Additional Facility Lender shall become a party to this Agreement as an “Additional Facility Lender”. (n) [Reserved]. (o) With the prior written consent of the Company, the Administrative Agent is authorized and instructed to enter into such documentation as is reasonably required to amend this Agreement and any other Loan Document (in accordance with the terms of this Section 2.14) to reflect the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.” (b) Amend terms of each Additional Facility without the Additional Facilities Cap as defined in Clause 2.3(g) (Additional Facilities) such that: (i) it includes an additional limb for the aggregate amount consent of any voluntary prepayments Lender other than each applicable Additional Facility Lender, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any lien or payment subordination and associated rights of Term Facility Advances that are secured on a pari passu basis with the other Facilities or Advances under Revolving Facilities (applicable Lenders to the extent accompanied any Additional Facilities are to rank junior in right of security or payment or to address technical issues relating to funding and payments. (p) This Section 2.14 shall supersede any provisions in Sections 2.13 or 10.01 to the contrary. (q) The facilities under which any Term Commitments or Revolving Credit Commitments have been made available may be increased by a corresponding permanent cancellation any amount by the execution by any Lender or Additional Facility Lender of one or more Additional Facility Joinder Agreements (under which the Maturity Date, Applicable Rate and any other economic terms applicable to the relevant Revolving Additional Facility Commitments) Commitments are the same as those applicable to the extent the relevant prepayment existing Term Commitments or cancellation is not funded or effected with any long-term Financial Indebtedness (including Financial Indebtedness in the form of a bridge or other interim credit facility intended to be refinanced with long-term Financial IndebtednessRevolving Credit Commitments); and (ii) UPC Broadband shall have the ability to classify provided, however, that any such amounts of Financial Indebtedness on the date of their incurrence and increase shall only be required permitted if the Indebtedness represented thereby has been incurred in compliance with the conditions set out under this Section 2.14 for the provision of an Additional Facility to include any Loan Party. Following any such increase, references to Term Loans and Revolving Credit Loans, as applicable, and the amount and type of such Financial Indebtedness Lenders in one of such sub-paragraphs and will be permitted on the date of such incurrence to divide and classify an item of such Financial Indebtedness in more than one respect of the types of Financial Indebtedness described in Term Loans and Revolving Credit Loans, as applicable, shall include Lenders and Loans made under any such paragraphs, and, from time to time, may reclassify all or a portion of such Financial Indebtedness, in any mannerAdditional Facility Joinder Agreements.

Additional Facilities. (a) Delete Clause 2.3(c) Borrowers shall have the right at any time so long as no Unmatured Event of Default or Event of Default then exists (except, in the case of Additional Facilities incurred to finance a Limited Condition Acquisition, in which case such requirement shall be limited to customary “Funds Certain Provisions” or “SunGard” provisions, if otherwise agreed to by the Lenders providing such Additional Facilities) and replace it with from time to time after the following: “Each Lender under Closing Date, to obtain and incur from one or more existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to provide commitments or to make loans to the applicable Borrower in an aggregate principal amount not to exceed the Dollar Equivalent of the Additional Facility shall become a party to this Agreement and Limit, which loans may be entitled to share in the Security in accordance with the terms of the Intercreditor Agreement and the Security Documents pari passu with the Lenders under the other Facilities provided that UPC Broadband and the relevant Lenders may agree that an Additional Facility shares in the Security on a junior basis to the other Facilities or shall not be entitled to share in the Security either in accordance with the terms of the Intercreditor Agreement or pursuant to ancillary intercreditor arrangements.” (b) Amend the Additional Facilities Cap incurred as defined in Clause 2.3(g) (Additional Facilities) such that: (i) it includes an one or more tranches of additional limb for term loans available to one or more Borrowers (the aggregate amount “Additional Term Loans”) as allocated by Company and the Lenders providing such Additional Term Loans under a facility that would provide that the Additional Term Loans would have a Weighted Average Life to Maturity of not less than the existing Term Loans with the then longest Weighted Average Life to Maturity and a final maturity no earlier than the latest existing Term Maturity Date; provided that the terms and conditions of any voluntary prepayments of Additional Term Facility Advances that are secured on Loans, taken as a pari passu basis with whole, shall be substantially similar to, or less favorable to the other Facilities Lenders or Advances under Revolving New Lenders providing such Additional Term Loans, than those applicable to the existing Term Facilities (other than as to term, pricing, fees and other economic terms), except for covenants and other provisions applicable only to periods after the earlier to occur of the date that all other Term Loans are paid in full (other than contingent indemnification obligations not then due) and the latest Term Maturity Date at the time such Additional Term Loans are incurred (without regard to the extent accompanied by a corresponding permanent cancellation of the relevant Revolving Facility Commitmentsmaturity date for such Additional Term Loans); provided, however, that (X) to the extent the relevant prepayment terms and conditions of such Additional Term Loans are not consistent with one or cancellation more of the existing Term Facilities (except to the extent permitted pursuant to the immediately preceding proviso or clause (Y) below), such terms and conditions may differ if reasonably satisfactory to Company and the Administrative Agent, or (Y) in the event such terms are more favorable (taken as a whole) to the Lenders or New Lenders providing such Additional Term Loans, (A) the applicable Borrowers shall have the right to unilaterally provide the existing Term Lenders with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of the preceding proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits and (B) to the extent that an additional financial maintenance covenant is added for the benefit of the Lenders under such Additional Term Loans, then such financial maintenance covenant shall be added to the Term Facilities that remain outstanding after the issuance or incurrence of such Additional Term Loans (to the extent not funded or effected with already benefitting from any long-term Financial Indebtedness similar financial maintenance covenant and to the extent that such financial maintenance covenant would be effective prior to the latest Term Maturity Date for such Term Facilities) for the benefit of the Term Lenders thereunder (it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of the provisos to this clause (i) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to Company of its objection during such 5 Business Day period (including Financial Indebtedness in a reasonable description of the form of a bridge or other interim credit facility intended to be refinanced with long-term Financial Indebtednessbasis upon which it objects); and ), (ii) UPC Broadband increases to one or more existing Term Facilities, (iii) increases to the Multicurrency Revolving Facility or to any Additional Revolving Facility, or (iv) one or more additional tranches of revolving commitments (the “Additional Revolving Facility”) as allocated by Company and the Lenders providing commitments in respect of such Additional Revolving Facility under a facility that would provide that the Additional Revolving Facility would have a final maturity no earlier than the latest Revolver Termination Date; provided that the terms and conditions of any Additional Revolving Facility, taken as a whole, shall be substantially similar to, or less favorable to the Lenders or New Lenders providing such Additional Revolving Facility, than those applicable to the Multicurrency Revolving Facility (other than as to term, pricing, fees and other economic terms) except for covenants and other provisions applicable only to periods after the latest Revolver Termination Date at the time such Additional Revolving Facility is obtained (without regard to the maturity date for such Additional Revolving Facility); provided, however, that (X) to the extent the terms and conditions of such Additional Revolving Facility are not consistent with one or more of the existing Multicurrency Revolving Facility or any existing Additional Revolving Facilities (except to the extent permitted pursuant to the immediately preceding proviso or clause (Y) below), such terms and conditions may differ if reasonably satisfactory to Company and the Administrative Agent, or (Y) in the event such terms are more favorable (taken as a whole) to the Lenders or New Lenders providing such Additional Revolving Facility, (A) the applicable Borrowers shall have the ability right to classify unilaterally provide the existing Multicurrency Revolving Lenders or existing Lender under an existing Additional Revolving Facility with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of the preceding proviso and compliance therewith shall be determined after giving effect to such amounts additional rights and benefits and (B) to the extent that an additional financial maintenance covenant is added for the benefit of Financial the Lenders under such Additional Revolving Facility, then such financial maintenance covenant shall be added to the existing Multicurrency Revolving Facility and any existing Additional Revolving Facilities that remain outstanding after the commitments under such Additional Revolving Facility become effective (to the extent not already benefitting from any similar financial maintenance covenant and to the extent that such financial maintenance covenant would be effective prior to the latest Revolver Termination Date for such Facilities) for the benefit of the existing Multicurrency Revolving Lenders thereunder or existing Lenders under such existing Additional Revolving Facilities (it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of the provisos to this clause (iv) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to Company of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)) (clauses (i) through (iv) collectively, “Additional Facilities”). Any Additional Facility shall rank pari passu with any then-existing tranche of Loans and/or Multicurrency Revolving Commitments and/or Additional Facility Commitments in right of payment and shall (x) rank pari passu with any then-existing tranche of Loans incurred by and/or Multicurrency Revolving Commitments and/or Additional Facility Commitments made available to the same Borrower in right of guarantees and security and (y) be subject to the CAM Exchange (and the holders of any Indebtedness or commitments in respect of such Additional Facility shall have become a party to the Re-Allocation Agreement, by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent). No Additional Facility may be (x) guaranteed by any Person which is not a Credit Party or (y) secured by any assets other than the Collateral (other than any Additional Revolving Facility incurred by an Other Subsidiary Borrower that is not a U.S. Credit Party which becomes a Borrower after the date of this Agreement, which may be guaranteed by Persons that are not Credit Parties on the date of their incurrence and shall only be required to include the amount and type when such Additional Revolving Facility in favor of such Financial Indebtedness Other Subsidiary Borrower is established and secured by collateral belonging to such Credit Parties so long as the Lenders that agree to provide such Additional Revolving Facility enter into the CAM Exchange. Each New Lender that becomes a Lender with respect to a tranche of Additional Facilities pursuant to this Section 2.9 hereby acknowledges and agrees that the term of each Term Facility, the Multicurrency Revolving Facility and each sub-facility thereof may be extended or replaced and that each New Lender, solely with respect to the Additional Facilities held by such New Lender, agrees in one advance to any changes made to this Agreement and the other Loan Documents in order to implement such extension or replacement (including changes with respect to pricing, fees and other economic terms relating solely to such extended or replaced facility or facilities) as may be reasonably proposed to be made by Company (Company’s signature to be conclusive evidence of such sub-paragraphs reasonability); provided that no such extension of an Additional Facility to which a New Lender is a party shall apply to such New Lender without its consent. Each New Lender hereby agrees to take such actions and will execute and deliver such amendments, agreements, instruments or documents as the Administrative Agent may reasonably request to give effect to the preceding sentence; provided that the foregoing provision shall not be permitted on the date of construed to require a New Lender to execute any amendment, agreement, instrument or document which contains changes other than those relating solely to such incurrence to divide and classify an item of such Financial Indebtedness in more than one of the types of Financial Indebtedness described in such paragraphs, and, from time to time, may reclassify all extended or a portion of such Financial Indebtedness, in any mannerreplaced facility or facilities.