Common use of Overriding Principle Clause in Contracts

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. (b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19 (A) its Required Accounts (without control over use prior to a Default); (B) its tangible moveable property; (C) intra-group receivables owed to such Foreign Note Party; (D) intellectual property owned by such Foreign Note Party; (E) insurance policies; (F) account and trade receivables owed to such Foreign Note Party; (G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries; (H) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; (J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; (K) xxxx claims, investments and contractual claims against third parties; and (L) in the case of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) over corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset. (c) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. (b) The parties agree that the overriding intention, subject to paragraph (a) above, intention is for security in respect of the Foreign Guarantors only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19over: (Ai) its Required Accounts material bank accounts (without control over use prior to a Defaultuse); (Bii) its tangible moveable movable property; (Ciii) its real property; (iv) structural intra-group receivables owed to by such Foreign Note Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party; (Dv) intellectual property owned by such Foreign Note PartyGuarantor; (Evi) its insurance policies; (Fvii) account and trade receivables owed to such Foreign Note PartyGuarantor; (Gviii) the shares and/or quotas owned in such Foreign Note Party Guarantor by its direct holding company provided that such direct holding company is also a Note Loan Party and shares owned by such Foreign Note Party Guarantor in its direct subsidiaries; (Hix) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital;; and (Jx) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; charge except for any Excluded Assets (K) xxxx claims, investments and contractual claims against third parties; and (L) as defined in the case of a security provider incorporated Guarantee and Collateral Agreement) to the extent customarily excluded from the floating charge in Swedenthe applicable jurisdiction; (this clause (a), corporate mortgage (Sw. företagshypotek) over corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset). (c) Without prejudice to paragraph (b) aboveWhere security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, no guarantees shall and in accordance with, the Overriding Principle, such security will be required deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion will satisfy the requirements of its works council (comité social et économique) to be delivered (Section 6.11 and Section 6.12 of the Credit Agreement or deemed delivered), where such opinion has not been delivered (any substantially similar requirements or is not deemed delivered). If it is reasonably determined by concepts in the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19Loan Documents.

Overriding Principle. (aq) The guarantees and security to be provided in respect of the Note Documents Agreement by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions.. #96339085v15 (br) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Loan Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19): (A) its Required Accounts (without control over use prior to a Default); (B) its tangible moveable property; (C) intra-group receivables owed to such Foreign Note Loan Party; (D) intellectual property owned by such Foreign Note Loan Party; (E) insurance policies; (F) account and trade receivables owed to such Foreign Note Loan Party; (G) the shares and/or quotas owned in such Foreign Note Loan Party by its direct holding company provided that such direct holding company is also a Note Loan Party and shares owned by such Foreign Note Loan Party in its direct subsidiaries; (H) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Loan Party, its goodwill and uncalled capital; (J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Loan Party and any other Foreign Note Loan Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; (K) xxxx claims, investments and contractual claims against third parties; and (L) in the case of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) over corporate mortgage registrations (Sw. företagsinteckingar). , (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Loan Party or any other person or in relation to any other asset. (cs) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (dt) In addition, for the avoidance of doubt, no Foreign Note Loan Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Loan Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent Required Lenders that the applicable time and cost of obtaining such opinion would be disproportionate to the #96339085v15 benefit accruing to the Holders Lenders of obtaining such security interest, the Foreign Note Loan Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19.

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Loan Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign (or over shares held in) wholly owned Material Subsidiaries which are incorporated in Germany, Belgium, France, England & and Wales, Swedenthe Netherlands, Spain, Poland, Italy Sweden and the Netherlands Belgium and not any other jurisdiction (each a other jurisdiction being an “Foreign Guarantor Excluded Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not (or over shares, ownership interests or investments in) any person incorporated in Foreign Guarantor Jurisdictionsan Excluded Jurisdiction. (b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated by or in a Foreign Guarantor Jurisdiction in respect only over relation to: (and in any case only to i) the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19Parent over: (A) its Required Accounts shares in the capital of the Borrower; and (B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Borrower or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”); (ii) the Borrower over any Structural Intercompany Receivables between the Borrower (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower); (iii) the Borrower and any Collateral Subsidiary over its material bank accounts (without control over use prior to unless a DefaultDeclared Default is continuing); (B) its tangible moveable property; (C) intra-group receivables owed to such Foreign Note Party; (D) intellectual property owned by such Foreign Note Party; (E) insurance policies; (F) account and trade receivables owed to such Foreign Note Party; (G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries; (H) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; (J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; (K) xxxx claims, investments and contractual claims against third parties; and (Liv) in the case any holding company of a security provider incorporated in Sweden, corporate mortgage Collateral Subsidiary (Sw. företagshypotekwhether or not such holding company is a Guarantor) over corporate mortgage registrations (Sw. företagsinteckingar). its shares in such Collateral Subsidiary, (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person member of the Group or in relation to any other asset. (c) Without prejudice asset unless specifically otherwise requested or agreed to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated Borrower (in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19its absolute discretion).

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. (b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v1996393093v27 (A) its Required Accounts (without control over use prior to a Default); (B) its tangible moveable property; (C) intra-group receivables owed to such Foreign Note Party; (D) intellectual property owned by such Foreign Note Party; (E) insurance policies; (F) account and trade receivables owed to such Foreign Note Party; (G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries; (H) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; (J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; (K) xxxx claims, investments and contractual claims against third parties; and (L) in the case of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) over corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset. (c) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v1996393093v27

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries Notes in accordance with these the Agreed Security Principles are only to be given by Foreign (or over shares held in) wholly owned Material Subsidiaries which are incorporated in Germanythe United Kingdom, Belgium, France, England & Walesthe Netherlands, Sweden, Spain, Poland, Italy Switzerland and the Netherlands Belgium and not any other jurisdiction (each a other jurisdiction being an “Foreign Guarantor Excluded Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not (or over shares, ownership interests or investments in) any person incorporated in Foreign Guarantor Jurisdictionsan Excluded Jurisdiction. (b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated by or in a Foreign Guarantor Jurisdiction in respect only over relation to: (and in any case only to i) CCO International Holdings B.V. (the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19“Parent”) over: (A) its Required Accounts shares in the capital of the Issuer; and (B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”); (ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower); (iii) the Issuer and any Collateral Subsidiary over its material bank accounts (without control over use prior to unless a DefaultDeclared Default is continuing); (B) its tangible moveable property; (C) intra-group receivables owed to such Foreign Note Party; (D) intellectual property owned by such Foreign Note Party; (E) insurance policies; (F) account and trade receivables owed to such Foreign Note Party; (G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries; (H) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; (J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge; (K) xxxx claims, investments and contractual claims against third parties; and (Liv) in the case any holding company of a security provider incorporated in Sweden, corporate mortgage Collateral Subsidiary (Sw. företagshypotekwhether or not such holding company is a Guarantor) over corporate mortgage registrations (Sw. företagsinteckingar). its shares in such Collateral Subsidiary, (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person member of the Group or in relation to any other asset. (c) Without prejudice asset unless specifically otherwise requested or agreed to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated Issuer (in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19its absolute discretion).