Common use of Impairment of Security Interests Clause in Contracts

Impairment of Security Interests. The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, and the Issuer will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest whatsoever in any of the Collateral, except as permitted in the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holders, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, (ii) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in the case of clause (ii) or (iii) of this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release of any Security Document may occur unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or release, the Issuer delivers to the Trustee one of the following:

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Liens shall under no circumstances be deemed to materially impair any Security Interest with respect to the Collateral granted under the Security Documents) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (a) the Company and the Restricted Subsidiaries may Incur Permitted Liens, (b) the Collateral may be discharged and released in accordance with this Indenture, the Security Documents, the Intercreditor Agreement Deeds or any Additional Intercreditor Deed, and (c) the RSA Intercreditor AgreementCompany may consummate any other transaction permitted under Section 5.01; provided, but subject however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Indenture, the Security Documents, the Intercreditor Agreement Deeds or any transaction to occur on or about the Issue Date Additional Intercreditor Deed, in connection with the restructuring Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Trustee and Holders, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company and without the consent of the Holders, the Trustee and the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i1) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii2) provide for Permitted Liens; (3) 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 Security Interest on any properties and assets constituting Collateral Liensfrom 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 Notes or any Guarantee and (iii) add to the Collateral or (iv5) make any other change thereto that does not adversely affect the Holders in any material respect; provided, howeverprovided that, that in the case of clause (ii) or (iii) of this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release of any Security Document may occur unless contemporaneously with any such action in clauses (2) (4) and (5), the Company delivers to the Trustee, either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee from an Independent Financial Advisor confirming the solvency of the Company and the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (B) 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 security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, in substantially the form attached hereto as Exhibit G, or (C) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 Section 4.17, the Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect 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 Collateral granted under the Security Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Issuer will Company and any Permitted Affiliate Parent shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee Finance Parties and the Holders (other than Additional Notes) Facility Agent and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (1) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Collateral may be discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement and the RSA or any Additional Intercreditor Agreement, but subject and (3) the Company, and any Permitted Affiliate Parent and the Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided, however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any transaction to occur on or about the Issue Date Additional Intercreditor Agreement, in connection with the restructuring Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company or any Permitted Affiliate Parent and without the consent of the HoldersFinance Parties, the Trustee and Facility Agent and/or the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under 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 Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change thereto that does not adversely affect the Holders Finance Parties in any material respect; provided, howeverprovided that, that contemporaneously with any such action in the case of clause clauses (ii), (iv) and (v), the Company or the Permitted Affiliate Parent delivers to the Facility Agent either (iii1) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent from an Independent Financial Advisor confirming the solvency of this paragraphthe Company, no amendmentany Permitted Affiliate Parent and the Restricted Subsidiaries, extensiontaken as a whole, renewal, restatement, supplement, modification or release of after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (2) 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, in substantially the form attached hereto as Schedule 17 (Form of Solvency Certificate), or (3) 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 Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 Section 4.17, the Facility Agent and/or the Security Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from the Lenders.

Impairment of Security Interests. The Issuer Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect 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 Collateral granted under the Security Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Issuer will Company and any Permitted Affiliate Parent shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee Finance Parties and the Holders (other than Additional Notes) Facility Agent and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (1) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Collateral may be discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement and the RSA or any Additional Intercreditor Agreement, but subject and (3) the Company, and any Permitted Affiliate Parent and the Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided, however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any transaction to occur on or about the Issue Date Additional Intercreditor Agreement, in connection with the restructuring Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company or any Permitted Affiliate Parent and without the consent of the HoldersFinance Parties, the Trustee and Facility Agent and/or the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under 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 Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change thereto that does not adversely affect the Holders Finance Parties in any material respect; provided, howeverprovided that, that contemporaneously with any such action in the case of clause clauses (ii), (iv) and (v), the Company or the Permitted Affiliate Parent delivers to the Facility Agent 223 63140965_9 either (iii1) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent from an Independent Financial Advisor confirming the solvency of this paragraphthe Company, no amendmentany Permitted Affiliate Parent and the Restricted Subsidiaries, extensiontaken as a whole, renewal, restatement, supplement, modification or release of after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (2) 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, in substantially the form attached hereto as Schedule 17 (Form of Solvency Certificate), or (3) 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 Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 Section 4.17, the Facility Agent and/or the Security Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from the Lenders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Liens shall under no circumstances be deemed to materially impair any Security Interest with respect to the Collateral granted under the Security Documents) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (a) the Company and the Restricted Subsidiaries may Incur Permitted Liens, (b) the Collateral may be discharged and released in accordance with this Indenture, the Security Documents, the Intercreditor Agreement Deeds or any Additional Intercreditor Deed, and (c) the RSA Intercreditor AgreementCompany may consummate any other transaction permitted under Section 5.01; provided, but subject however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Indenture, the Security Documents, the Intercreditor Agreement Deeds or any transaction to occur on or about the Issue Date Additional Intercreditor Deed, in connection with the restructuring Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Trustee and Holders, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company and without the consent of the Holders, the Trustee and the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Security Interest on any properties and assets constituting 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 Notes or any Guarantee and (v) make any other change thereto that does not adversely affect the Holders in any material respect; provided, howeverprovided that, that contemporaneously with any such action in the case of clause clauses (ii) or (iiiiv) and (v), the Company delivers to the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee from an Independent Financial Advisor confirming the solvency of this paragraphthe Company and the Restricted Subsidiaries, no amendmenttaken as a whole, extension, renewal, restatement, supplement, modification or release of after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, or (2) 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 security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, in substantially the form attached hereto as Exhibit G, or (3) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 one 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 following:Notes.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreements or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreements. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent 150 ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreements or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreements. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent 144 ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect 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 Collateral granted under the Security Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Issuer will Company and any Permitted Affiliate Parent shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee Finance Parties and the Holders (other than Additional Notes) Facility Agent and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (1) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Collateral may be discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement and the RSA or any Additional Intercreditor Agreement, but subject and (3) the Company, and any Permitted Affiliate Parent and the Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided, however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any transaction to occur on or about the Issue Date Additional Intercreditor Agreement, in connection with the restructuring Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company or any Permitted Affiliate Parent and without the consent of the HoldersFinance Parties, the Trustee and Facility Agent and/or the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under 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 Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change thereto that does not adversely affect the Holders Finance Parties in any material respect; provided. For any amendments, however, that in the case of clause (ii) modifications or (iii) of this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release replacements of any Security Document may occur unless Documents not contemplated in clauses (i) to (vi) above, the Company or any Permitted Affiliate Parent shall contemporaneously with any such action deliver to the Facility Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent from an Independent Financial Advisor confirming the solvency of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (2) 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, in substantially the form attached hereto as Schedule 20 (Form of Solvency Certificate), or (3) 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 Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 or any Permitted Affiliate Parent complies 254 with the requirements of this Section 4.17, the Facility Agent and/or the Security Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from the Lenders.

Impairment of Security Interests. The Issuer shall not, and shall not permit (a) Neither the Company nor any Restricted Subsidiary to, will take or knowingly or negligently omit to take, take any action which action would materially adversely affect or omission might or would have impair the result Liens in favor of materially impairing the security interest Security Trustee, the Trustee and the Holders with respect to the Collateral for (it being understood that the benefit Incurrence of Permitted Liens or other actions permitted as described under Article 4 shall under no circumstances be deemed to materially impair the Trustee and Security Interest with respect to the Holders, and Collateral). Neither the Issuer will not, and will not permit Company nor any Restricted Subsidiary to, shall grant to any Person, or permit any Person to retain (other than the Security Agent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementCollateral Documents), any interest whatsoever in any of the Collateral, except as permitted in the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur other than Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture may be discharged and released, and the Collateral Documents amended accordingly, pursuant to the terms of this Indenture, the Intercreditor Agreement Deeds or any transaction to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the HoldersAdditional Intercreditor Deeds, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, (ii) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that that, following an Enforcement Control Event, no Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with any such action, either (i) the Company delivers to the Trustee a certificate from an officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to the transactions contemplated by such amendment, extension, renewal, restatement, supplement or other modification or replacement, and in the case of clause any company incorporated in England and Wales, it is not, and will not as a result of the incurrence of such Lien become unable to pay its debts within the meaning of section 123 of the Insolvency Xxx 0000 or (ii) or (iii) an opinion of this paragraphcounsel in form and substance reasonably satisfactory to the Security Trustee and the Trustee, no confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Collateral Documents, so amended, extended, renewed, restated, supplemented, modified or released and replaced are valid Liens not otherwise subject to any Security Document may occur unless contemporaneously with 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 release, replacement. The Trustee shall (subject to customary and reasonably satisfactory protections and indemnifications from the Issuer delivers Issuer) consent to such amendments without the Trustee one of need for instructions from the following:Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent 150 ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and 154 retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreements or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreements. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture or the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), or (3) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreements or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release 148 of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreements. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company and the Affiliate Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect Collateral granted under the Security Documents (it being understood, subject to the proviso below, that the Incurrence of Permitted Liens shall under no circumstances be deemed to materially impair any Lien in the Collateral granted under the Security Documents) for the benefit of the Trustee and the Holders, and the Company and the Affiliate Issuer will shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (a) the Company, the Affiliate Issuer and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Document for the purposes of Incurring Permitted Liens, (b) the Collateral may be discharged and released in accordance with this Indenture, the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement Deeds or any Additional Intercreditor Deed, (c) the Company or the Affiliate Issuer may consummate any other transaction to occur on or about permitted under Section 5.01, (d) the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holders, the Trustee and the applicable Security Agent Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes therein, (e) the Company, the Affiliate Issuer and the Restricted Subsidiaries may release any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a minor, technical Lien of at least equivalent priority over the same properties and assets securing the Notes or administrative natureany Note Guarantee, (iif) provide for Permitted Collateral Liensthe Company, the Affiliate Issuer and the Restricted Subsidiaries 128 may release any Lien pursuant to, or in connection with, any Solvent Liquidation and (iiig) add to the Collateral or (iv) Company, the Affiliate Issuer and the Restricted Subsidiaries may make any other change thereto that does not adversely affect the Holders in any material respect; provided. For any amendments, however, that in the case of clause (ii) modifications or (iii) of this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release replacements of any Security Document may occur unless Documents or Liens not contemplated in clauses (a) to (g) above, the Company, the Affiliate Issuer or the relevant Grantor shall contemporaneously with any such action deliver to the Trustee and the Security Trustee, either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee from an Independent Financial Advisor confirming the solvency of the Company, the Affiliate Issuer and the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (B) 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 security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, in substantially the form attached hereto as Exhibit G, or (C) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, 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 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 or the Affiliate Issuer delivers to complies with the requirements of this Section 4.17, the Trustee one of shall (subject to customary protections and indemnifications from the following:Company or the Affiliate Issuer, as applicable) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from Holders.

Impairment of Security Interests. The Issuer Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect 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 Collateral granted under the Security Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Issuer will Company and any Permitted Affiliate Parent shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee Finance Parties and the Holders (other than Additional Notes) Facility Agent and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (1) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Collateral may be discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement and the RSA or any Additional Intercreditor Agreement, but subject and (3) the Company, and any Permitted Affiliate Parent and the Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided, however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any transaction to occur on or about the Issue Date Additional Intercreditor Agreement, in connection with the restructuring Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction of the Issuer Company or any Permitted Affiliate Parent and without the consent of the HoldersFinance Parties, the Trustee and Facility Agent and/or the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under 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 Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change thereto that does not adversely affect the Holders Finance Parties in any material respect; provided, howeverprovided that, that contemporaneously with any such action in the case of clause clauses (ii), (iv) and (v), the Company or the Permitted Affiliate Parent delivers to the Facility Agent either (iii1) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent from an Independent Financial Advisor confirming the solvency of this paragraphthe Company, no amendmentany Permitted Affiliate Parent and the Restricted Subsidiaries, extensiontaken as a whole, renewal, restatement, supplement, modification or release of after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (2) a certificate from the responsible financial or accounting officer of the relevant Grantor (acting in good faith) which confirms the solvency 63529049_1 of the person granting such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, in substantially the form attached hereto as Schedule 17 (Form of Solvency Certificate), or (3) 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 Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 Section 4.17, the Facility Agent and/or the Security Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from the Lenders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture or the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), or (3) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing the security interest interests with respect to the Collateral for (it being understood, subject to the benefit proviso below, that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Trustee and security interests with respect to the HoldersCollateral), and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral, except as permitted in that (1) the Security DocumentsCompany, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of incurring Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the discharge and release of any security interest in ; (2) the Collateral may be discharged or released or released and retaken in accordance with this Indenture and Indenture, the applicable Security Documents or the Intercreditor Agreement or any transaction to occur on Additional Intercreditor Agreement; and (3) the applicable Security Documents may be amended, extended, renewed, restated, supplemented or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to otherwise modified, replaced or contemplated by the scheme of arrangement between Towergate Finance plc released and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersretaken, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) to cure any ambiguity, mistake, omission, defect defect, manifest error or inconsistency therein or reflect changes of a minor, technical or administrative naturetherein, (ii) provide for Permitted Collateral Liensto comply with the terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) to add to the Collateral or Collateral, (iv) make to evidence the succession of another Person to the Issuer or any other change thereto that does not adversely affect Guarantor and the Holders in any material respect; provided, however, that in assumption by such successor of the case of clause (ii) or (iii) of obligations under this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release of any Security Document may occur unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or releaseIndenture, the Issuer delivers to Notes, the Trustee one of Intercreditor Agreement, any Additional Intercreditor Agreement and the following:Security Documents, in each case, including in accordance with “—Certain Covenants—

Impairment of Security Interests. The Issuer Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any Lien in the security interest with respect 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 Collateral granted under the Security Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Issuer will Company and any Permitted Affiliate Parent shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or Trustee, for the benefit of the Trustee Finance Parties and the Holders (other than Additional Notes) Facility Agent and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the Collateral, except as permitted that (1) the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (2) the Collateral may be discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement and the RSA or any Additional Intercreditor Agreement, but subject and (3) the Company, and any Permitted Affiliate Parent and the Restricted Subsidiary may consummate any other transaction permitted under Section 5.01; provided, however, that, except with respect to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.18 shall restrict the any discharge and or release of any security interest in the Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any transaction to occur on or about the Issue Date Additional Intercreditor Agreement, in connection with the restructuring Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Towergate group (including actions pursuant to Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At otherwise modified or replaced, except that, at the direction 269 of the Issuer Company or any Permitted Affiliate Parent and without the consent of the HoldersFinance Parties, the Trustee and Facility Agent and/or the Security Agent Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateral or implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under 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 Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change thereto that does not adversely affect the Holders Finance Parties in any material respect; provided. For any amendments, however, that in the case of clause (ii) modifications or (iii) of this paragraph, no amendment, extension, renewal, restatement, supplement, modification or release replacements of any Security Document may occur unless Documents not contemplated in clauses (i) to (vi) above, the Company or any Permitted Affiliate Parent shall contemporaneously with any such action deliver to the Facility Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Facility Agent from an Independent Financial Advisor confirming the solvency of the Company, any Permitted Affiliate Parent and the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or releasereplacement, (2) 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, in substantially the form attached hereto as Schedule 20 (Form of Solvency Certificate), or (3) 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 Issuer delivers Lien or Liens created under the Security Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced, are valid 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 or any Permitted Affiliate Parent complies with the requirements of this Section 4.17, the Facility Agent and/or the Security Trustee one of shall (subject to customary protections and indemnifications) consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the following:need for instructions from the Lenders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, except as permitted in that the Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer Company and its Restricted Subsidiaries may incur Incur Permitted Collateral LiensLiens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture and the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer 150 or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of and the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Issuer Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Issuer will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent or TrusteeAgent, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security Documents and the Intercreditor AgreementDocuments, any interest whatsoever in any of the CollateralCollateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, except as permitted that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in the Security Documentsaccordance with this Indenture, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may incur Permitted Collateral Liensapplicable Security Documents. Notwithstanding the foregoingabove, nothing in this Section 4.18 12.03 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor Agreement or any transaction Agreement. Subject to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). At the direction of the Issuer and without the consent of the Holdersforegoing, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein or reflect changes of a minor, technical or administrative nature, therein; (ii) provide for Permitted Collateral Liens, ; (iii) add to the Collateral Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that in that, except where permitted by this Indenture or the case of clause (ii) or (iii) of this paragraphIntercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any Security Document may occur unless contemporaneously with transactions related to such amendment, extension, renewal, restatement, supplement, modification or releaserelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), or (3) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Issuer delivers Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken 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 release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee one of or the following:Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.