Common use of Impairment of Security Interests Clause in Contracts

Impairment of Security Interests. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate), for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take take, any action that 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, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, Holders (yother than Additional Notes) and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional interest whatsoever in any of the Collateral, except as permitted in the Security Documents, the Intercreditor Agreement or and the applicable Security Documents and (z) RSA Intercreditor Agreement, but subject to the Borrower succeeding paragraph, the Issuer and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) incur Permitted Collateral Liens. Notwithstanding Section 4.12(a)the foregoing, nothing in this Section 4.12 4.18 shall restrict the discharge and release of any Lien over security interest in the Collateral in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreementtransaction 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). Subject At the direction of the Issuer and without the consent of the Holders, the Trustee and the Security Agent may from time to the foregoing, time enter into one or more amendments to the Security Documents 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 to: (i) cure any ambiguity, omission, defect or inconsistency therein; therein or reflect changes of a minor, technical or administrative nature, (ii) provide for Permitted Collateral Liens; , (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, contemporaneously with any such action that in clauses the case of clause (ii), ) or (iii), (iv), (v) and (vi) of this Section 4.12(b)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 Borrower Issuer delivers to the Administrative Agent, either Trustee one of the following: (1a) a solvency opinion, opinion in form and substance reasonably satisfactory to the Administrative Agent, Security Agent and the Trustee from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, release (2followed by an immediate retaking of a lien of at least equivalent ranking over the same assets); (b) a certificate from a member of the Board of Directors or the chief financial officer or the Board of Directors of the relevant Person which Issuer (acting in good faith) substantially in the form attached to this Indenture as Exhibit E that confirms the solvency of the Person granting the LienIssuer and its Restricted Subsidiaries, taken as a whole on a consolidated basis, after giving effect to any transactions transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or ; or (3c) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Documents, so amended, extended, renewed, restated, supplemented, modified or released and 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement Agreements or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor AgreementAgreements. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that that, subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)next succeeding paragraph, (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Company and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5 hereof. (b) Notwithstanding Section 4.12(a)) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower Issuer in order to implement transactions permitted under Article V of this Annex I5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Lien Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes 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 Obligations Notes or any Loan Guarantee Note Guarantee; or (vi) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Notes Security Document; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower Issuer delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentTrustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Notes Security Documents 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. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Borrower Company and the Restricted Subsidiaries comply with the requirements of this Section 4.12covenant, the Administrative Agent Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Secured PartiesFinance Parties and the Facility Agent, and the Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesFinance Parties and the Facility Agent and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (x1) the BorrowerCompany, the any Permitted Affiliate Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y2) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z3) the Borrower Company, and its any Permitted Affiliate Parent and the Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to , in connection with the foregoingUnitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or and assets constituting Collateral from the Lien of 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 Obligations Facilities or any Loan Guarantee 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 Secured Finance Parties in any material respect; provided. For any amendments, howevermodifications or replacements of any Security Documents not contemplated in clauses (i) to (vi) above, that, the Company or any Permitted Affiliate Parent shall contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers deliver to the Administrative Facility Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Facility Agent from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company or any Permitted Affiliate Parent complies with the requirements of this Section 4.124.17, the Administrative Facility Agent and and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesLenders.

Impairment of Security Interests. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Secured Parties, and the Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) holders of Notes and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified Intercreditor Agreement or replaced in accordance with this Agreement, the any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or interest whatsoever in any of the applicable Security Documents and Collateral (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderexcept Permitted Liens). (b) Notwithstanding Section 4.12(a)4.09(a) above, (i) nothing in this Section 4.12 covenant shall restrict the discharge and release of any Lien over Collateral Security Interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations Liens or any Loan Guarantee action expressly permitted by this Indenture, the Intercreditor Agreement or (viany Additional Intercreditor Agreement) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b)action, the Borrower Issuer delivers to the Administrative Trustee and the Security Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, opinion from an independent financial advisor or advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease, or (3) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are is a valid Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) At the direction of the Issuer and without the consent of the holders of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the holders of Notes in any material respect. (d) In the event that the Borrower and the Restricted Subsidiaries comply Issuer complies with the requirements of this Section 4.124.09, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Secured Partiesholders of Notes.

Impairment of Security Interests. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate), for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendmentxxxxxxxxx, extensionxxxxxxxxx, renewalxxxxxxx, restatementxxxxxxxxxxx, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Secured PartiesFinance Parties and the Facility Agent, and the Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesFinance Parties and the Facility Agent and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (x1) the BorrowerCompany, the any Permitted Affiliate Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y2) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z3) the Borrower Company, and its any Permitted Affiliate Parent and the Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to , in connection with the foregoingUnitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or and assets constituting Collateral from the Lien of 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 Obligations Facilities or any Loan Guarantee 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 Secured Finance Parties in any material respect; provided, however, provided that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(bv), the Borrower Company or the Permitted Affiliate Parent delivers to the Administrative Agent, Facility Agent either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Facility Agent from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company complies with the requirements of this Section 4.124.17, the Administrative Facility Agent and and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesLenders.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest any Security Interest with respect to the CollateralCollateral granted under the Security Documents) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (xa) the Borrower, the Parent Guarantor Company and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (yb) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this AgreementIndenture, the Security Documents, the Intercreditor Agreement, Deeds or any Additional Intercreditor Agreement or the applicable Security Documents Deed, and (zc) the Borrower and its Restricted Subsidiaries Company may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this AgreementIndenture, the Security Documents, the Intercreditor Agreement Deeds or any Additional Intercreditor Agreement. Subject to Deed, in connection with the foregoingIncurrence of Liens for the benefit of the Trustee and Holders, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company and without the consent of the Holders, the Trustee and the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i1) cure any ambiguity, omission, defect or inconsistency therein; (ii2) provide for Permitted Collateral Liens; (iii3) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v4) provide for the release of any Lien Security Interest on any properties or 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 Obligations Notes or any Loan Guarantee or and (vi5) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, provided that, contemporaneously with any such action in clauses (ii), 2) (iii), (iv), (v4) and (vi) of this Section 4.12(b5), the Borrower Company delivers to the Administrative AgentTrustee, either (1A) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Trustee from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2B) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 (3C) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company complies with the requirements of this Section 4.124.17, the Administrative Agent and the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company and the Affiliate Issuer shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company and the Affiliate Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (xa) the BorrowerCompany, the Parent Guarantor Affiliate Issuer and the Restricted Subsidiaries may Incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Document for the purposes of Incurring Permitted Collateral Liens, (yb) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this AgreementIndenture, the Security Documents, the Intercreditor Agreement, Deeds or any Additional Intercreditor Agreement Deed, (c) the Company or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries Affiliate Issuer may consummate any other transaction permitted under Article V hereunder. Section 5.01, (bd) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the applicable Security Documents 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) amended from time to (i) time to cure any ambiguity, omission, manifest error, defect or inconsistency therein; , (iie) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of Company, the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to Affiliate Issuer and the Collateral; (v) provide for the Restricted Subsidiaries may release of any Lien on any properties or and assets constituting Collateral from the Lien of 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 Obligations Notes or any Loan Guarantee Note Guarantee, (f) the Company, the Affiliate Issuer and the Restricted Subsidiaries 128 may release any Lien pursuant to, or in connection with, any Solvent Liquidation and (vig) the Company, the Affiliate Issuer and the Restricted Subsidiaries may make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided. For any amendments, howevermodifications or replacements of any Security Documents or Liens not contemplated in clauses (a) to (g) above, thatthe Company, the Affiliate Issuer or the relevant Grantor shall contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers deliver to the Administrative AgentTrustee and the Security Trustee, either (1A) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Trustee from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company, the Affiliate Issuer and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2B) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 (3C) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and Company or the Restricted Subsidiaries comply Affiliate Issuer complies with the requirements of this Section 4.124.17, the Administrative Agent and the Security Agent Trustee shall (subject to customary protections and indemnificationsindemnifications from the Company or the Affiliate Issuer, as applicable) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Collateral Agent (or its delegate), for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Borrower and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the any Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, any Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or Guarantee, (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Secured Parties) or (vii) subject to compliance with this Agreement, any Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Security Document; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Collateral Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; Collateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture or the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Secured Parties, and the Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) holders of Notes and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified Intercreditor Agreement or replaced in accordance with this Agreement, the any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or interest whatsoever in any of the applicable Security Documents and Collateral (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder.except Permitted Liens). CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 (b) Notwithstanding Section 4.12(a)4.09(a) above, (i) nothing in this Section 4.12 covenant shall restrict the discharge and release of any Lien over Collateral Security Interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations Liens or any Loan Guarantee action expressly permitted by this Indenture, the Intercreditor Agreement or (viany Additional Intercreditor Agreement) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b)action, the Borrower Issuer delivers to the Administrative Trustee and the Security Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, opinion from an independent financial advisor or advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease, or (3) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are is a valid Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) At the direction of the Issuer and without the consent of the holders of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the holders of Notes in any material respect. (d) In the event that the Borrower and the Restricted Subsidiaries comply Issuer complies with the requirements of this Section 4.124.09, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Secured Partiesholders of Notes.

Impairment of Security Interests. (a) The Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that that, subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)next succeeding paragraph, (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the LEGAL_EU # 16733244.6 applicable Notes Security Documents and (z) the Borrower Company and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5 hereof. (b) Notwithstanding Section 4.12(a)) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower Issuer in order to implement transactions permitted under Article V of this Annex I5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Lien Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes 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 Obligations Notes or any Loan Guarantee Note Guarantee; or (vi) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Notes Security Document; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower Issuer delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentTrustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Notes Security Documents 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. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Borrower Company and the Restricted Subsidiaries comply with the requirements of this Section 4.12covenant, the Administrative Agent Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Following the Completion Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)the next succeeding paragraph, (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Company and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5 hereof. (b) Notwithstanding Section 4.12(a)) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower Issuer in order to implement transactions permitted under Article V of this Annex I5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Lien Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes 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 Obligations Notes or any Loan Guarantee Note Guarantee; or (vi) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower Issuer delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentTrustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Notes Security Documents 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. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Borrower Company and the Restricted Subsidiaries comply with the requirements of this Section 4.12covenant, the Administrative Agent Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (ai) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Secured Parties, and the Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) Holders of Notes and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified Intercreditor Agreement or replaced in accordance with this Agreement, the any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or interest whatsoever in any of the applicable Security Documents and Collateral (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderexcept Permitted Liens). (bii) Notwithstanding Section 4.12(a)4.09(a) above, (i) nothing in this Section 4.12 covenant shall restrict the discharge and release of any Lien over Collateral Security Interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations Liens or any Loan Guarantee action expressly permitted by this Indenture, the Intercreditor Agreement or (viany Additional Intercreditor Agreement) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b)action, the Borrower Issuer delivers to the Administrative Trustee and the Security Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, opinion from an independent financial advisor or advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease, or (3) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are is a valid Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (ciii) At the direction of the Issuer and without the consent of the Holders of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the Holders of Notes in any material respect. (iv) In the event that the Borrower and the Restricted Subsidiaries comply Issuer complies with the requirements of this Section 4.124.09, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Secured PartiesHolders of Notes.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement Agreements or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor AgreementAgreements. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Secured PartiesFinance Parties and the Facility Agent, and the Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesFinance Parties and the Facility Agent and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (x1) the BorrowerCompany, the any Permitted Affiliate Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y2) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z3) the Borrower Company, and its any Permitted Affiliate Parent and the Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to , in connection with the foregoingUnitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or and assets constituting Collateral from the Lien of 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 Obligations Facilities or any Loan Guarantee 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 Secured Finance Parties in any material respect; provided, however, provided that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(bv), the Borrower Company or the Permitted Affiliate Parent delivers to the Administrative Agent, Facility Agent either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Facility Agent from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency 63529049_1 of the Person person granting the Lien, 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 Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company complies with the requirements of this Section 4.124.17, the Administrative Facility Agent and and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesLenders.

Impairment of Security Interests. (a) The Borrower Following the Collateral Effectiveness Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)the next succeeding paragraph, (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Company and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5 hereof. (b) Notwithstanding Section 4.12(a)) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower Issuer in order to implement transactions permitted under Article V of this Annex I5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Lien Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes 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 Obligations Notes or any Loan Guarantee Note Guarantee; or (vi) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower Issuer delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentTrustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Notes Security Documents 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. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Borrower Company and the Restricted Subsidiaries comply with the requirements of this Section 4.12covenant, the Administrative Agent Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower shall not, and shall not permit Neither the Company nor any Restricted Subsidiary to, will take or omit to take any action that which would have materially adversely affect or impair the result Liens in favor of materially impairing the security interest Security Trustee, the Trustee and the Holders with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens or other actions permitted as described under Article 4 shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for ). Neither the benefit of the Secured Parties, and the Borrower shall not, and shall 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 its delegate)Trustee, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Collateral Documents), any Lien over any of interest whatsoever in the Collateral; provided, thatother than Permitted Liens. Notwithstanding the foregoing, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, discharged and released, modified or replaced in accordance with and the Collateral Documents amended accordingly, pursuant to the terms of this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement Deeds or any Additional Intercreditor Agreement. Subject to the foregoingDeeds, the Security Documents provided, however, that, following an Enforcement Control Event, no Collateral 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) to (i) cure any ambiguityreplaced, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, unless contemporaneously with any such action in clauses action, either (ii), (iii), (iv), (vi) and (vi) of this Section 4.12(b), the Borrower Company delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2) Trustee a certificate from the chief financial an officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Lien after giving effect to any the transactions related to contemplated by such amendment, extension, renewal, restatement, supplement, supplement or other modification or replacement, and in the case of 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 (3ii) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Trustee and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Collateral Documents, so amended, extended, renewed, restated, supplemented, modified or released and 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent . The Trustee shall (subject to customary and reasonably satisfactory protections and indemnificationsindemnifications from the Issuer) consent to such amendments without the need for instructions from the Secured PartiesHolders. (b) Neither the Company nor any Restricted Subsidiary will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Deeds. The Company will, and will cause each Subsidiary Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Collateral Documents.

Impairment of Security Interests. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Secured Parties, and the Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) Holders of Notes and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified Intercreditor Agreement or replaced in accordance with this Agreement, the any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or interest whatsoever in any of the applicable Security Documents and Collateral (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderexcept Permitted Liens). (b) Notwithstanding Section 4.12(a)4.09(a) above, (i) nothing in this Section 4.12 covenant shall restrict the discharge and release of any Lien over Collateral Security Interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations Liens or any Loan Guarantee action expressly permitted by this Indenture, the Intercreditor Agreement or (viany Additional Intercreditor Agreement) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b)action, the Borrower Issuer delivers to the Administrative Trustee and the Security Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, opinion from an independent financial advisor or advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease, or (3) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are is a valid Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) At the direction of the Issuer and without the consent of the Holders of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the Holders of Notes in any material respect. (d) In the event that the Borrower and the Restricted Subsidiaries comply Issuer complies with the requirements of this Section 4.124.09, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Secured PartiesHolders of Notes.

Impairment of Security Interests. (a) The Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Secured PartiesFinance Parties and the Facility Agent, and the Borrower Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesFinance Parties and the Facility Agent and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (x1) the BorrowerCompany, the any Permitted Affiliate Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y2) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z3) the Borrower Company, and its any Permitted Affiliate Parent and the Restricted Subsidiaries Subsidiary may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to , in connection with the foregoingUnitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or and assets constituting Collateral from the Lien of 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 Obligations Facilities or any Loan Guarantee 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 Secured Finance Parties in any material respect; provided, however, provided that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(bv), the Borrower Company or the Permitted Affiliate Parent delivers to the Administrative Agent, Facility Agent 63140965_9 either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Facility Agent from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative Facility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company complies with the requirements of this Section 4.124.17, the Administrative Facility Agent and and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Secured PartiesLenders.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; Collateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture or the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Issuer shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that subject to the next succeeding paragraph, the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Issuer shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Notes Collateral Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)next succeeding paragraph, (x) the Borrower, the Parent Guarantor Issuer and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Issuer and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5. (b) Notwithstanding Section 4.12(a4.18(a), nothing in this Section 4.12 4.18 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject . (c) At the direction of the Issuer and without the consent of the Holders (subject to the foregoingcustomary protections and indemnifications), the Trustee and Notes Collateral Agent may from time to time amend, extend, renew, restate, supplement or otherwise modify or release the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower Issuer in order to implement transactions permitted under Article V of this Annex I5; (iv) add to the Notes Collateral; (v) provide for the release of any Lien on any properties or assets constituting Notes Collateral from the Lien of the Notes 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 Obligations Notes or any Loan Guarantee Note Guarantee; or (vi) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Security Document; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) ), and (vi) of this Section 4.12(b), 4.18 the Borrower Issuer delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentTrustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Notes Security Documents 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. (cd) In the event that the Borrower Issuer and the Restricted Subsidiaries comply with the requirements of this Section 4.124.18, the Administrative Agent Trustee and the Security Notes Collateral Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Following the Completion Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)the next succeeding paragraph, (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Company and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder5 hereof. (b) Notwithstanding Section 4.12(a)) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.;

Impairment of Security Interests. (a) The Borrower Issuer shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that subject to the next succeeding paragraph, the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Issuer shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Notes Collateral Agent (or its delegate), for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, any Lien over any of the Notes Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b)next succeeding paragraph, (x) the Borrower, the Parent Guarantor Issuer and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Notes Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Borrower Issuer and its the Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. Section 5.01 and Section 5.02. (b) Notwithstanding Section 4.12(a4.18(a), nothing in this Section 4.12 4.18 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this AgreementIndenture, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed by the substantially concurrent re102 EU-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.DOCS\26039728.6

Impairment of Security Interests. (a1) The Borrower Issuer and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, take or omit to take any action that would which action or omission could reasonably be expected to have the result of materially adversely affecting or impairing the security interest with respect granted over the Transaction Security pursuant to the Collateral Security Documents (it being understood that but not the Incurrence assets constituting the Transaction Security, unless otherwise required under the terms of Permitted Collateral Liens, subject to the proviso this Indenture) in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit favor of the Secured Parties, and the Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesTrustee, any Lien over for the benefit of the Holders of the Senior Notes, in any of the Collateral; providedTransaction Security, that, subject to other than as expressly contemplated by this Indenture or the proviso in the second sentence of Section 4.12(b), Security Documents. (x2) the Borrower, the Parent Guarantor The Issuer and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) Guarantors shall not effect the release of the Lien of any of the Transaction Security in favor of the Security Documents and Trustee, for the Collateral may be dischargedbenefit of the Trustee, amendedfor the benefit of the Holders of the Senior Notes, extended, renewed, restated, supplemented, released, modified or replaced except in accordance with this Agreement, the provisions of the Security Trust and Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderDeed. (b3) Notwithstanding Section 4.12(aThe Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Guarantor whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting Transaction Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests), nothing in this Section 4.12 shall restrict not contain any restrictions or limitations on the discharge and release transfer of the pledged Equity Interests pursuant to any Lien over Collateral in accordance with this Agreementenforcement of such share pledge, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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 other than (i) cure any ambiguity, omission, defect or inconsistency therein; to the extent (and only to the extent) required by applicable law (ii) provide for Permitted Collateral Liens; with respect to any joint venture and any Subsidiary of the Issuer that is a co-venturer therein, any such restrictions or limitations under the terms of the agreements governing such joint venture or the organizational documents of the entities constituting the joint venture, or (iii) make any change reasonably necessary or desirable in the good faith determination case of any Subsidiary all of the Borrower in order to implement transactions permitted under Article V outstanding Voting Stock of this Annex I; which (ivother than directors' qualifying shares) add to the Collateral; (v) provide for the release of any Lien on any properties is not owned, directly or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed indirectly, by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole(A) to the extent that the Issuer and its Subsidiaries do not, after giving effect in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any transactions related to such amendment, extension, renewal, restatement, supplement, modification restrictions or replacement, limitations or (2B) a certificate the Issuer reasonably believes that the elimination of any such restrictions or limitations from the chief financial officer or organizational documents of such Subsidiary would be prejudicial to the Board of Directors commercial interests of the relevant Person which confirms the solvency of the Person granting the Lien, after giving effect to any transactions related to Issuer and its Subsidiaries in such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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 replacementSubsidiary. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; Collateral that is prohibited by the covenant entitled “Limitation on Liens;” provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or and the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture or the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent and Trustee or the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a1) The Borrower Issuer and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, take or omit to take any action that would which action or omission could reasonably be expected to have the result of materially adversely affecting or impairing the security interest with respect granted over the Transaction Security pursuant to the Collateral Security Documents (it being understood that but not the Incurrence assets constituting the Transaction Security, unless otherwise required under the terms of Permitted Collateral Liens, subject to the proviso this Indenture) in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit favor of the Secured Parties, and the Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesTrustee, any Lien over for the benefit of the Holders of the Junior Notes, in any of the Collateral; providedTransaction Security, that, subject to other than as expressly contemplated by this Indenture or the proviso in the second sentence of Section 4.12(b), Security Documents. (x2) the Borrower, the Parent Guarantor The Issuer and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) Guarantors shall not effect the release of the Lien of any of the Transaction Security in favor of the Security Documents and Trustee, for the Collateral may be dischargedbenefit of the Trustee, amendedfor the benefit of the Holders of the Junior Notes, extended, renewed, restated, supplemented, released, modified or replaced except in accordance with this Agreement, the provisions of the Security Trust and Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderDeed. (b3) Notwithstanding Section 4.12(aThe Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the organizational documents of any Guarantor whose Equity Interests are the subject of a share pledge (other than a floating charge or its equivalent) constituting Transaction Security (including, for the avoidance of doubt, any agreements between or among the owners of such Equity Interests), nothing in this Section 4.12 shall restrict not contain any restrictions or limitations on the discharge and release transfer of the pledged Equity Interests pursuant to any Lien over Collateral in accordance with this Agreementenforcement of such share pledge, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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 other than (i) cure any ambiguityto the extent (and only to the extent) required by applicable law, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; with respect to any joint venture and any Subsidiary of the Issuer that is a co-venturer therein, any such restrictions or limitations under the terms of the agreements governing such joint venture or the organizational documents of the entities constituting the joint venture or (iii) make any change reasonably necessary or desirable in the good faith determination case of any Subsidiary all of the Borrower in order to implement transactions permitted under Article V outstanding Voting Stock of this Annex I; which (ivother than directors' qualifying shares) add to the Collateral; (v) provide for the release of any Lien on any properties is not owned, directly or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed indirectly, by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole(A) to the extent that the Issuer and its Subsidiaries do not, after giving effect in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any transactions related to such amendment, extension, renewal, restatement, supplement, modification restrictions or replacement, limitations or (2B) a certificate the Issuer reasonably believes that the elimination of any such restrictions or limitations from the chief financial officer or organizational documents of such Subsidiary would be prejudicial to the Board of Directors commercial interests of the relevant Person which confirms the solvency of the Person granting the Lien, after giving effect to any transactions related to Issuer and its Subsidiaries in such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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 replacementSubsidiary. (c) In the event that the Borrower and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action that or omission 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, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured PartiesSecurity Agent, the Trustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the CollateralCollateral that is prohibited by Section 4.12; provided, that, subject to that the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Company and the its Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents Liens and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified transferred or replaced released in accordance with this AgreementIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) Documents. Notwithstanding the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)above, nothing in this Section 4.12 12.03 shall restrict the discharge and release of any Lien over Collateral security interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations or any Loan Guarantee or (viiv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor 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 any such action in clauses amendment, extension, renewal, restatement, supplement or modification or release (ii), (iii), (iv), (v) and (vi) followed by an immediate retaking of this Section 4.12(ba Lien of at least equivalent ranking over the same assets), the Borrower Company delivers to the Administrative AgentSecurity Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, from an independent financial advisor Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (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 person granting the Lien, security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an opinion Opinion of counsel Counsel (subject to any qualifications customary for this type of opinion Opinion of counselCounsel), in form and substance reasonably satisfactory to the Administrative AgentSecurity Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or replaced 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 replacement. (c) release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Borrower Company and the its Restricted Subsidiaries comply with the requirements of this Section 4.1212.03, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate), for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the BorrowerCompany, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower Company and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents 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; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security DocumentsDocuments ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, 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 Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower Company and the Restricted Subsidiaries comply with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.

Impairment of Security Interests. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action that would have the result of materially impairing the security interest Security Interests (it being understood that, subject to Section 4.15(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), shall under no circumstances not be deemed to materially impair the security interest Security Interests with respect to the Collateral) for the benefit of the Secured Parties, and the Borrower Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any Trustee and the Holders of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Notes and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified Intercreditor Agreement or replaced in accordance with this Agreement, the any Additional Intercreditor Agreement, any Additional Intercreditor Agreement or interest whatsoever in any of the applicable Security Documents and Collateral (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunderexcept Permitted Liens). (b) Notwithstanding Section 4.12(a)4.15(a) above, (i) nothing in this Section 4.12 covenant shall restrict the discharge and release of any Lien over Collateral Security Interest in accordance with this Agreement, Indenture and the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or 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 Obligations Liens or any Loan Guarantee action expressly permitted by this Indenture, the Intercreditor Agreement or (viany Additional Intercreditor Agreement) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b)action, the Borrower Issuer delivers to the Administrative Trustee and the Security Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, opinion from an independent financial advisor or advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Borrower Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the Person granting the Lien, such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease, or (3) an opinion Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Documents Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced are is a valid Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) At the direction of the Issuer and without the consent of the Holders of the Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the Holders of the Notes in any material respect. (d) In the event that the Borrower and the Restricted Subsidiaries comply Issuer complies with the requirements of this Section 4.124.15, the Administrative Agent Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Secured PartiesHolders.

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action that would have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liensunderstood, subject to the proviso in Section 4.12(b)below, that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest interests with respect to the Collateral) for the benefit of the Secured Parties), and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor Trustee and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) Holders and the other beneficiaries described in the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a), nothing in this Section 4.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to , any interest whatsoever in any of the foregoingCollateral, except that (1) the Company, its Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of incurring Permitted Collateral Liens; (2) the Collateral may be discharged or released or released and retaken in accordance with this Indenture, the applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement; and (3) the applicable Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and retaken, from time to time (i) to cure any ambiguity, mistake, omission, defect defect, manifest error or inconsistency therein; , (ii) provide for Permitted Collateral Liens; to comply with the terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; add Collateral, (iv) add to evidence the succession of another Person to the Collateral; (v) provide for Issuer or any Guarantor and the release assumption by such successor of the obligations under this Indenture, the Notes, the Intercreditor Agreement, any Lien on any properties or assets constituting Collateral from the Lien of Additional Intercreditor Agreement and 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 Obligations or any Loan Guarantee or (vi) make any other change thereto that does not adversely affect the Secured Parties in any material respect; provided, however, that, contemporaneously with any such action in clauses (ii), (iii), (iv), (v) and (vi) of this Section 4.12(b), the Borrower delivers to the Administrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agenteach case, from an independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, (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 Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (3) an opinion of counsel (subject to any qualifications customary for this type of opinion of counsel), including in form and substance reasonably satisfactory to the Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents 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. (c) In the event that the Borrower and the Restricted Subsidiaries comply accordance with the requirements of this Section 4.12, the Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Secured Parties.“—Certain Covenants—

Impairment of Security Interests. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens, subject to the proviso in Section 4.12(b), Liens shall under no circumstances be deemed to materially impair the security interest any Security Interest with respect to the CollateralCollateral granted under the Security Documents) for the benefit of the Secured PartiesTrustee and the Holders, and the Borrower Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent (or its delegate)Trustee, for the benefit of the Secured PartiesTrustee and the Holders and the other beneficiaries described in the Security Documents, any Lien over interest whatsoever in any of the Collateral; provided, that, subject to the proviso in the second sentence of Section 4.12(b), except that (xa) the Borrower, the Parent Guarantor Company and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (yb) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced discharged and released in accordance with this AgreementIndenture, the Security Documents, the Intercreditor Agreement, Deeds or any Additional Intercreditor Agreement or the applicable Security Documents Deed, and (zc) the Borrower and its Restricted Subsidiaries Company may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding Section 4.12(a)5.01; provided, nothing in this Section 4.12 shall restrict the however, that, except with respect to any discharge and or release of any Lien over Collateral in accordance with this AgreementIndenture, the Security Documents, the Intercreditor Agreement Deeds or any Additional Intercreditor Agreement. Subject to Deed, in connection with the foregoingIncurrence of Liens for the benefit of the Trustee and Holders, the no Security Documents Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company and without the consent of the Holders, the Trustee and the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable desirable, in the good faith determination of the Borrower Company in order to implement transactions permitted under Article V of this Annex ISection 5.01; (iv) add to the Collateral; (v) provide for the release of any Lien Security Interest on any properties or 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 Obligations Notes or any Loan Guarantee or and (viv) make any other change thereto that does not adversely affect the Secured Parties Holders in any material respect; provided, however, provided that, contemporaneously with any such action in clauses (ii), (iii), ) (iv), (v) and (vi) of this Section 4.12(bv), the Borrower Company delivers to the Administrative AgentTrustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, Trustee from an independent financial advisor or appraiser or investment bank of international standing which confirms Independent Financial Advisor confirming the solvency of the Borrower Company and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, or (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the Person person granting the Lien, 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 Opinion of counsel (subject to any qualifications customary for this type of opinion of counsel)Counsel, in form and substance reasonably satisfactory to the Administrative AgentTrustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens created under the Security Documents Documents, as applicable, so amended, extended, renewed, restated, supplemented, modified or replaced 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. (c) . In the event that the Borrower and the Restricted Subsidiaries comply Company complies with the requirements of this Section 4.12covenant, the Administrative Agent and the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from holders of the Secured PartiesNotes.