Common use of Impairment of Liens Clause in Contracts

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not take or omit to take any action that would have the result of materially impairing any Lien in the SPV Collateral granted under the SPV Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in the SPV Collateral granted under the SPV Security Documents) for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not grant to any Person other than the SPV Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties and the other beneficiaries described in the SPV Security Documents and the Collateral Sharing Agreement, any interest in any of the SPV Collateral, except that (1) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. may Incur Permitted SPV Liens and (2) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Documents and the Collateral Sharing Agreement; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Documents or the Collateral Sharing Agreement, in connection with the Incurrence of Liens for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this Agreement, no SPV Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. and without the consent of the Finance Parties, the Facility Agent and the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted SPV Liens; (c) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Facilities; and (d) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (c) and (d), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply with the requirements of this covenant, the Facility Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance Parties. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing or any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents or any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided provided, however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing any Intercreditor Agreement, as applicable, in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; and (d5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) make any other change that does not adversely affect the Finance Parties Lenders in any material respect; and (7) provide for the transfer, provided thatassignment or release of any Lien on any properties and assets constituting Collateral, contemporaneously with and any concurrent or subsequent re-taking or reaffirmation of such action Lien, pursuant to, or in clauses connection with, the Group Refinancing Transactions (bincluding, without limitation, (i) the transfer of shares of Sable Holding Limited from Cable & Wireless Limited pursuant to the Group Refinancing Transactions, and the related re-taking or reaffirmation of the relevant Collateral Documents by New Intermediate Holdco or the New Senior Debt Obligor, as applicable (including by way of a re-affirmation of the Sable Holding Share Security Documents or by way of entry into additional Collateral Documents), (cii) other than pursuant to subclause (7)(i) above, the release of the Liens on any properties or assets constituting Collateral owned by Cable & Wireless Limited (to the extent it does not become the New Intermediate Holdco), (iii) the release of the Liens on any properties or assets constituting Collateral owned by C&W Communications (including, without limitation, the shares of CWC Cayman Finance Limited), and (div) the entry into additional Collateral Documents by such direct Holding Company of the New Intermediate Holdco in respect of any Subordinated Shareholder Loans owing to such Holding Company, and shares of the New Intermediate Holdco). For any amendments, modifications or replacements of any Collateral Documents not contemplated in clause (1) to (7) above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not take or omit to take any action that would have the result of materially impairing any Lien in the SPV Collateral granted under the SPV Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in the SPV Collateral granted under the SPV Security Documents) for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not grant to any Person other than the SPV Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties and the other beneficiaries described in the SPV Security Documents and the Collateral Sharing Agreement, any interest in any of the SPV Collateral, except that (1) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. may Incur Permitted SPV Liens and (2) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Documents and the Collateral Sharing Agreement; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Documents or the Collateral Sharing Agreement, in connection with the Incurrence of Liens for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this Agreement, no SPV Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. and without the consent of the Finance Parties, the Facility Agent and the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted SPV Liens; (c) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Facilities; and (d) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (c) and (d), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply with the requirements of this covenant, the Facility Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance Parties. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or Facility Agent, the US SPV Borrower as lender under the Proceeds Loans, Security Agent and the Company, UPC NL Holdco and an Affiliate Covenant Party shall notLenders, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or Facility Agent, the US SPV Borrower as lender under Security Agent and the Proceeds Loans Lenders and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds LoansFacilities, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds LoansFacilities, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or Facility Agent, the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds LoansFacilities; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Documents and Collateral Documents, the Collateral Sharing Existing Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Documents Collateral Documents, the Existing Intercreditor Agreement or any Additional Intercreditor Agreement, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided provided, however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Documents Collateral Documents, the Existing Intercreditor Agreement or the Collateral Sharing Agreement, any Additional Intercreditor Agreement in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Facilities; Obligations and the Guaranty and (d5) make any other change that does not adversely affect the Finance Parties Lenders in any material respect, provided that, contemporaneously with any such action in clauses (b), 2) (c4) and (d5), the Company delivers to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and the Affiliate Issuer shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the SPV Collateral granted under the SPV Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the SPV Collateral granted under the SPV Security Documents) for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Partiesholders of the Notes, and the SPV BorrowerCompany and the Affiliate Issuer shall not, and the US SPV Borrower Company and Ziggo Secured Finance II B.V. the Affiliate Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties holders of the Notes and the other 40810573_6 beneficiaries described in the SPV Security Documents and the Collateral Sharing Intercreditor Agreement, any interest in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, the US SPV Borrower Affiliate Issuer and Ziggo Secured Finance II B.V. the Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreementthe Indenture, the SPV Security Documents and the Collateral Sharing Intercreditor Agreement, and (c) the Company and the Affiliate Issuer may consummate any other transaction permitted under “—Certain Covenants—Merger and Consolidation”; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreementthe Indenture, the SPV Security Documents or the Collateral Sharing Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Partiesholders of Notes, or the release or replacement of any SPV Collateral in compliance with the terms of this Agreementthe Indenture as described under “—Security”, no SPV Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. Company and without the consent of the Finance Partiesholders of the Notes, the Facility Agent Trustee and the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Documents to: (ai) cure any ambiguity, omission, manifest error, defect or inconsistency therein; therein and (bii) provide for Permitted SPV Collateral Liens; (ciii) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under “—Certain Covenants—Merger and Consolidation”; (iv) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesNotes; and (dv) make any other change that does not adversely affect the Finance Parties holders of the Notes in any material respect, respect provided that, contemporaneously with any such action in clauses (bii), (civ) and (dv), the Company delivers to the Facility Agent Trustee either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Facility AgentTrustee, from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, the US SPV Borrower and Ziggo Secured Finance II B.V. Affiliate Issuer and their Subsidiaries (as applicable)Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii2) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii3) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply with the requirements of this covenant, the Facility Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance Parties. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the Company complies with the requirements of this covenant, the Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from holders of the Notes.

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor shall not take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor shall not grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the any Collateral Sharing Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor may Incur Permitted SPV Liens and (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and the any Collateral Sharing Agreement, as applicable; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the and any Collateral Sharing Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. the Initial Guarantor and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the CompanySPV Borrower or the Initial Guarantor) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Liens; (c3) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations; (4) provide for the release of any Lien on any properties and assets constituting Collateral from the Lien of the Collateral Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination; and (d7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action SPV Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers SPV Borrower or the Initial Guarantor, as applicable, shall contemporaneously deliver to the Facility Administrative Agent either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerBorrower or the Initial Guarantor, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after 95007615_1 giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, Borrower or the US SPV Borrower and Ziggo Secured Finance II B.V. comply Initial Guarantor complies with the requirements of this covenantSection 4.17(a), the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco Company and an any Permitted Affiliate Covenant Party Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the Proceeds Loan Collateral granted under the Security Proceeds Loan Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the Proceeds Loan Collateral granted under the Security Proceeds Loan Collateral Documents) for the benefit of the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, and the Company, UPC NL Holdco Company and an any Permitted Affiliate Covenant Party Parent shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent, the Proceeds Loans Lenders and the other beneficiaries described in the Security Proceeds Loan Collateral Documents and the any Intercreditor Agreement, as applicable, any interest whatsoever in any of the Proceeds Loan Collateral, except that (1a) the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2b) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Loan Agreement, the Security Proceeds Loan Collateral Documents and the any Intercreditor Agreement, as applicable, and (3c) the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and the any Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Section 5.01 provided, however, 5.01; provided that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Loan Agreement, the Security Proceeds Loan Collateral Documents or the and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, or the release or replacement of any no Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, Administrative Agent and/or the Security Agent and the other parties thereto may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Proceeds Loan Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in the good faith determination by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (d4) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Proceeds Loan Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds LoansLoan or the Proceeds Loan Guarantee, as applicable; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination; and (e7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Proceeds Loan Collateral Documents not contemplated in clauses clause (b), 1) to (d7) and (e)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and their the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Proceeds Loan Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected Liens not otherwise subject to any limitation, 95007615_1 imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the Company and any Permitted Affiliate Parent comply with the requirements of this Section 4.17(b), the Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Lenders.

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not take or omit to take any action that would have the result of materially impairing any Lien in the SPV Collateral granted under the SPV Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in the SPV Collateral granted under the SPV Security Documents) for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not grant to any Person other than the SPV Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties and the other beneficiaries described in the SPV Security Documents and the Collateral Sharing Agreement, any interest in any of the SPV Collateral, except that (1) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. may Incur Permitted SPV Liens and (2) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Documents and the Collateral Sharing Agreement; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Documents or the Collateral Sharing Agreement, in connection with the Incurrence of Liens for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this Agreement, no SPV Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. and without the consent of the Finance Parties, the Facility Agent and the SPV Security Trustee may from time to time (subject to customary protections 59836545_7 and indemnifications from the Company) enter into one or more amendments to the SPV Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted SPV Liens; (c) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Facilities; and (d) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (c) and (d), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply with the requirements of this covenant, the Facility Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance Parties. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan 59836545_7 Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not take or omit to take any action that would have the result of materially impairing any Lien in the SPV Collateral granted under the SPV Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in the SPV Collateral granted under the SPV Security Documents) for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not grant to any Person other than the SPV Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties and the other beneficiaries described in the SPV Security Documents and the Collateral Sharing Agreement, any interest in any of the SPV Collateral, except that (1) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. may Incur Permitted SPV Liens and (2) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Documents and the Collateral Sharing Agreement; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Documents or the Collateral Sharing Agreement, in connection with the Incurrence of Liens for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this Agreement, no SPV Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. and without the consent of the Finance Parties, the Facility Agent and the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted SPV Liens; (c) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Facilities; and (d) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (c) and (d), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply with the requirements of this covenant, the Facility Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance Parties. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or Facility Agent, the US SPV Borrower as lender under the Proceeds Loans, Security Agent and the Company, UPC NL Holdco and an Affiliate Covenant Party shall notLenders, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or Facility Agent, the US SPV Borrower as lender under Security Agent and the Proceeds Loans Lenders and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds LoansFacilities, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds LoansFacilities, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or Facility Agent, the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted 59836545_7 Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds LoansFacilities; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination; and (d7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower Company and Ziggo Secured Finance II B.V. any Permitted Affiliate Parent comply with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, 95007615_1 renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination or the Debt Pushdown; and (d7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Debt Pushdown; and (d7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing or any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents or any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided provided, however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing any Intercreditor Agreement, as applicable, in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; and (d5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) make any other change that does not adversely affect the Finance Parties Lenders in any material respect; and (7) provide for the transfer, assignment or release of any Lien on any properties and assets constituting Collateral, and any concurrent or subsequent re-taking or reaffirmation of such Lien, pursuant to, or in connection with, the Group Refinancing Transactions (including, without limitation, (i) the transfer of shares of Sable Holding Limited from Cable & Wireless Limited to the New Intermediate Holdco and the related re-taking or reaffirmation of the relevant Collateral Documents by New Intermediate Holdco (including by way of a re-affirmation of the Sable Holding Share Security Documents or by way of entry into additional Collateral Documents), (ii) other than pursuant to subclause (7)(i) above, the release of the Liens on any properties or assets constituting Collateral owned by Cable & Wireless Limited, (iii) the release of the Liens on any properties or assets constituting Collateral owned by C&W Communications (including, without limitation, the shares of CWC Cayman Finance Limited), and (iv) the entry into additional Collateral Documents by such direct Holding Company of the New Intermediate Holdco in respect of any Subordinated Shareholder Loans owing to such Holding Company, and shares of the New Intermediate Holdco); provided that, contemporaneously with any such action in clauses (b), 2) (c4) and (d6), the Company delivers to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or 217 Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; and (d6) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c6) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower Company and Ziggo Secured Finance II B.V. any Permitted Affiliate Parent comply with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.4.18. [Reserved]

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; and (d6) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c6) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. comply Company complies with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable, and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; and (d6) as is reasonable necessary to give effect to the SPV Debt Assumption; (7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are 231 95007600_2 valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower Company and Ziggo Secured Finance II B.V. any Permitted Affiliate Parent comply with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Liens. (a) The SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor shall not take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance PartiesLenders, and the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor shall not grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the any Collateral Sharing Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV Borrower, the US SPV Borrower and Ziggo Secured Finance II B.V. the Initial Guarantor may Incur Permitted SPV Liens and (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and the any Collateral Sharing Agreement, as applicable; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the and any Collateral Sharing Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee Agent and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower or Ziggo Secured Finance II B.V. the Initial Guarantor and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee Agent may from time to time (subject to customary protections and indemnifications from the CompanySPV Borrower or the Initial Guarantor) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Liens; (c3) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations; (4) provide for the release of any Lien on any properties and assets constituting Collateral from the Lien of the Collateral Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination or the Debt Pushdown; and (d7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action SPV Collateral Documents not contemplated in clauses clause (b), 1) to (c7) and (d)above, the Company delivers SPV Borrower or the Initial Guarantor, as applicable, shall contemporaneously deliver to the Facility Administrative Agent either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the SPV BorrowerBorrower or the Initial Guarantor, the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable), taken as after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (B) a whole, certificate from the responsible financial or accounting officer of the relevant Grantor (acting in good faith) which confirms the solvency of the person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, Borrower or the US SPV Borrower and Ziggo Secured Finance II B.V. comply Initial Guarantor complies with the requirements of this covenantSection 4.17(a), the Facility Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco Company and an any Permitted Affiliate Covenant Party Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the Proceeds Loan Collateral granted under the Security Proceeds Loan Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the Proceeds Loan Collateral granted under the Security Proceeds Loan Collateral Documents) for the benefit of the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, and the Company, UPC NL Holdco Company and an any Permitted Affiliate Covenant Party Parent shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent, the Proceeds Loans Lenders and the other beneficiaries described in the Security Proceeds Loan Collateral Documents and the any Intercreditor Agreement, as applicable, any interest whatsoever in any of the Proceeds Loan Collateral, except that (1a) the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2b) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Loan Agreement, the Security Proceeds Loan Collateral Documents and the any Intercreditor Agreement, as applicable, and (3c) the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and the any Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Section 5.01 provided, however, 5.01; provided that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Loan Agreement, the Security Proceeds Loan Collateral Documents or the and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the SPV Borrower or Administrative Agent and/or the US SPV Borrower as lender under Security Agent and the Proceeds LoansLenders, or the release or replacement of any no Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, Administrative Agent and/or the Security Agent and the other parties thereto may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Proceeds Loan Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in the good faith determination by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (d4) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Proceeds Loan Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds LoansLoan or the Proceeds Loan Guarantee, as applicable; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; (6) as is reasonably necessary to give effect to the SPV Structure Termination or the Debt Pushdown; and (e7) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Proceeds Loan Collateral Documents not contemplated in clauses clause (b), 1) to (d7) and (e)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Administrative Agent from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an any Permitted Affiliate Covenant Party Parent and their the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement replacement, or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Proceeds Loan Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the Company and any Permitted Affiliate Parent complies with the requirements of this Section 4.17(b), the Administrative Agent and/or the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Lenders.

Impairment of Liens. (a) The SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted SPV Collateral Liens shall under no circumstances be deemed to materially impair any Lien in on the SPV Collateral granted under the SPV Security Collateral Documents) for the benefit of the Facility Agent, Administrative Agent and/or the SPV Security Trustee and the Finance PartiesLenders, and the SPV BorrowerCompany and any Permitted Affiliate Parent shall not, the US SPV Borrower and Ziggo Secured Finance II B.V. shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Administrative Agent and/or the Security Trustee, for the benefit of the Facility Agent, the SPV Security Trustee and the Finance Parties Lenders and the other beneficiaries described in the SPV Security Collateral Documents and the Collateral Sharing any Intercreditor Agreement, as applicable, any interest whatsoever in any of the SPV Collateral, except that (1a) the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. Restricted Subsidiaries may Incur Permitted SPV Liens and Collateral Liens, (2b) the SPV Collateral may be discharged and released in accordance with this Agreement, the SPV Security Collateral Documents and any Intercreditor Agreement, as applicable and (c) the Collateral Sharing AgreementCompany, any Permitted Affiliate Parent and any Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided however, that, except with respect to any discharge or release of SPV Collateral in accordance with this Agreement, the SPV Security Collateral Documents or the Collateral Sharing and any Intercreditor Agreement, as applicable, or in connection with the Incurrence of Liens for the benefit of the Facility AgentAdministrative Agent and/or the Security Trustee, the SPV Security Trustee and the Finance Parties, or the release or replacement of any SPV Collateral in compliance with the terms of this AgreementLenders, no SPV Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, at the direction request of the SPV Borrower, the US SPV Borrower Company or Ziggo Secured Finance II B.V. any Permitted Affiliate Parent and without the consent of the Finance PartiesLenders, the Facility Administrative Agent and and/or the SPV Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the SPV Security Collateral Documents to: (a1) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b2) provide for Permitted SPV Collateral Liens; (c3) make any change necessary or desirable, as determined conclusively in good faith by the Board of Directors, senior management or an Officer of the Company or a Permitted Affiliate Parent, in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Lien on any properties and assets constituting SPV Collateral from the Lien of the SPV Security Collateral Documents, ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the FacilitiesObligations and the Guaranty; (5) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation; and (d6) make any other change that does not adversely affect the Finance Parties Lenders in any material respect. For any amendments, provided that, contemporaneously with modifications or replacements of any such action Collateral Documents not contemplated in clauses clause (b), 1) to (c6) and (d)above, the Company delivers or any Permitted Affiliate Parent shall, contemporaneously deliver to the Facility Agent Administrative Agent, either (iA) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, Trustee from an Independent Financial Advisor confirming the solvency of the SPV BorrowerCompany, any Permitted Affiliate Parent and the US SPV Borrower and Ziggo Secured Finance II B.V. and their Subsidiaries (as applicable)Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (iiB) a certificate from the responsible financial or accounting officer of the relevant grantor Grantor (acting in good faith) which confirms the solvency of the Person person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iiiC) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the SPV Security Collateral Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced replaced, are valid and perfected (if such concept is applicable under the jurisdiction where such Lien is granted) Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. In the event that the SPV Borrower, the US SPV Borrower Company and Ziggo Secured Finance II B.V. any Permitted Affiliate Parent comply with the requirements of this covenantSection 4.17, the Facility Administrative Agent and/or the Security Trustee shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Finance PartiesLenders. (b) The Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Lien in the Proceeds Loan Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the Proceeds Loan Collateral granted under the Security Documents) for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not, and the Company, UPC NL Holdco and an Affiliate Covenant Party shall not permit any Restricted Subsidiary to, grant to any Person other than the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest in any of the Proceeds Loan Collateral, except that (1) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Proceeds Loan Collateral may be discharged and released in accordance with the Proceeds Loans, this Agreement, the Security Documents and the Intercreditor Agreement, and (3) the Company, UPC NL Holdco, an Affiliate Covenant Party and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 provided, however, that, except with respect to any discharge or release of Proceeds Loan Collateral in accordance with the Proceeds Loans, this Agreement, the Security Documents or the Intercreditor Agreement, in connection with the Incurrence of Liens for the benefit of the SPV Borrower or the US SPV Borrower as lender under the Proceeds Loans, or the release or replacement of any Proceeds Loan Collateral in compliance with the terms of this Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, except that, without the consent of the Lenders, the Company, UPC NL Holdco, an Affiliate Covenant Party, the Security Agent and the other parties thereto may from time to time enter into one or more amendments to the Security Documents to: (a) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (b) provide for Permitted Collateral Liens; (c) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (d) provide for the release of any Lien on any properties and assets constituting Proceeds Loan Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Proceeds Loans; and (e) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (b), (d) and (e), the Company delivers to the Facility Agent either (i) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent, from an Independent Financial Advisor confirming the solvency of the Company, UPC NL Holdco, an Affiliate Covenant Party and their Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (ii) a certificate from the responsible financial or accounting officer of the relevant grantor (acting in good faith) which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.