Common use of Permitted Payments Clause in Contracts

Permitted Payments. amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (a) payments to the extent required to pay subordinated notes trustee amounts; (b) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (c) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (d) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management.

Permitted Payments. (a) amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (ai) a de minimis threshold of €5,000,000 under which the restrictions on entering into transactions with a Restricted Person in Clause 16.13 (Restricted Payments) will not apply; (ii) payments in respect of a Permitted Acquisition or a Permitted Disposal; (iii) paragraph (b) of the definition containing a carve out for management fees to be amended to refer to the greater of €50,000,000 and 1% of total assets of the Borrower Group in any financial year; (iv) payments to the extent required to pay subordinated notes trustee amounts; (bv) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (cvi) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (dvii) payments made directly by means of discounts with respect to any participation interest issued or sold in connection with an asset securitisation programme or receivables factoring transaction which is otherwise permitted under the Credit Agreement; (viii) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Borrower Group; (eix) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedentother than a member of the Borrower Group) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedentother than a member of the Borrower Group) into a member of the Borrower Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (fx) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company UPC Broadband is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (gxi) payments to enable any holding company of a member of the Borrower Group to pay taxes that are due by such holding company but which are allocable to (I) the Borrower Group and due by such holding company as a result of the Borrower Group being included in a fiscal unity with such holding company or (II) acting as a holding and/or financing company of the Borrower Group; (xii) transactions contemplated by a disposal or similar transaction required by a regulatory authority or a court of competent jurisdiction; (xiii) payments of an amount up to €200,000,000 250,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (hxiv) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (ixv) payments made with the consent of the Majority Lenders; (jxvi) payments to any direct or indirect shareholder of a member of the Borrower Group for out-of-pocket expenses incurred in connection with its direct or indirect investment in a Borrower Group company; (xvii) payments for certain holding company expenses (as defined in accordance with a recent Liberty precedent) including expenses payable in connection with, amongst other things, compliance with laws and regulations, reporting obligations, related indemnification payments, employee, directors and officers insurance policies and general corporate overhead expenses); (xviii) payments for financial advisory, financing, underwriting or placement services or other investment banking activities, in particular acquisitions or divestitures, approved by the board of the holding company; (xix) any other distribution, dividend, transfer of assets, loan or other payment not falling within the other limbs of the definition and not exceeding an aggregate amount of the greater of €250,000,000 and 5% of total assets in any financial year; (xx) payment of an amount corresponding to the Revolving Facility Excluded Amount at any time provided that if at any time after a Permitted Payment under this limb is made the revolving facility is prepaid or repaid in full or in part, a further Permitted Payment may be made under this limb equal to (A) if in full, the Revolving Facility Excluded Amount; and (B) if in part, the lower of an amount equal to (i) the Revolving Facility Excluded Amount and (ii) the amount of the partial prepayment or repayment referred to above, at any time after the date of such repayment (in each case in accordance with recent Liberty precedent); (xxi) payments in connection with any earn out; (kxxii) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Borrower Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (lxxiii) payments in relation to any tax losses received by any member of the Borrower Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Borrower Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Borrower Group; and (mxxiv) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management. (b) amend Clause 16.13 (Restricted Payment) to include a provision, such that if a Permitted Payment meets the criteria of more than one of the categories described, UPC Broadband will be entitled to classify such Permitted Payment (or portion thereof) on the date of its payment or later reclassify such Permitted Payment (or portion thereof) in any manner that complies with the covenant in that Clause; and (c) amend Clause 16.13 (Restricted Payment) to exclude Permitted Affiliate Transactions from the restriction in such Clause (with a new definition of such term to be included, consistent with recent Liberty precedent) and so that such Clause does not restrict transactions to the extent they constitute Permitted Payments.

Permitted Payments. amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (a) payments Except as otherwise provided in paragraph 5(c), Debtor may pay to Subordinate Creditor, and Subordinate Creditor may accept and retain, any regularly scheduled installments of interest due and owing to Subordinate Creditor from Debtor under the extent required to pay subordinated notes trustee amounts;Secured Subordinated Note in accordance with its present tenor. (b) following For so long as each of the occurrence of an Event of DefaultPermitted Principal Payment Conditions are satisfied, payments Debtor may pay to the extent required Subordinate Creditor, and Subordinate Creditor may accept and retain, principal owing to fund Permitted Payments not otherwise prohibited Subordinate Creditor from Debtor under the Intercreditor Agreement as amended from time to time;Secured Subordinated Note, but without payment upon acceleration. (c) Debtor shall not be permitted to make any payments under paragraphs 5(a) or 5(b) above if any Default or Event of Default exists or would exist at the time of or after giving effect to the extent any such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount;payment. (d) payments Nothing in this Agreement shall be construed to restrict, prevent, prohibit, negate or distributions or otherwise limit the repayment right of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (i) an amount equal Subordinate Creditor to renew, extend or postpone the time of payment with respect to the Subordinated Debt provided that such payment is reinvested by such member does not cause or result in (x) any of the Wider Group Permitted Principal Payment Conditions not being satisfied or (as defined in recent Liberty precedenty) into a member Debtor’s violation of any of the Group within three days terms and conditions of receipt thereofthe Credit Agreement; (ii) Subordinate Creditor to increase the total amount of such payments and reinvested amounts Subordinated Debt from time to time under the Secured Subordinated Note, provided that the principal amount of Subordinated Debt does not exceed €300,000,000 and $12,000,000; (iii) where such payments are made in cash, Debtor to prepay all or any reinvested amounts are also made in cash portion of the Subordinated Debt provided that reinvested amounts shall be in the form Permitted Principal Payment Conditions are satisfied at the time of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distributionand after giving effect to such prepayment, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (so long as each term is defined in recent Liberty precedent); (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made exists or would result therefrom, Subordinate Creditor to waive, release, discharge or compromise the BorrowerSubordinated Debt. In no event shall Administrative Agent’s holding company and or any permitted affiliate Lender’s continuing to honor any requests of Debtor for loans under the Borrower’s holding company Credit Agreement after the occurrence or existence of amounts outstanding in relation to Subordinated Shareholder Loans any Default or subordinated debt the proceeds Event of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall Default be deemed reduced a waiver thereof, unless such Default or Event of Default is expressly waived in writing by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance Administrative Agent and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing managementLenders.

Permitted Payments. amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (a) payments to the extent required to pay subordinated notes trustee amounts; (b) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (c) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (d) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent);; 56558048_2 (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management.

Permitted Payments. (a) amend the definition of Permitted Payment to ensure that paragraph contained in Paragraph (c) applies of Clause 23.14 (Restricted Payments) to include the following additional limbs: (i) to enable any holding company of a member of the Bank Group to pay taxes that are due by such holding company but which are allocable to (I) the Bank Group and due by such holding company as a result of the Bank Group being included in a fiscal unity with such holding company or (II) acting as a holding and/or financing company of the Bank Group; (ii) payments to Parent in relation to Subordinated Funding to refinance Parent Debt concurrently with the advancement of new Subordinated Funding to an Obligor in at least an equivalent amount; (iii) contemplated by a disposal or similar transaction required by a regulatory authority or a court of competent jurisdiction; (iv) payments to any direct or indirect shareholder of a member of the Bank Group for out-of-pocket expenses incurred in connection with its direct or indirect investment in a Bank Group company; (v) for certain holding company expenses (as defined in accordance with recent Liberty precedents) including expenses payable in connection with, amongst other things, compliance with laws and regulations, reporting obligations, indemnification payments, employee and directors insurance policies and general corporate overhead expenses; (vi) for financial advisory, financing, underwriting or placement services or other investment banking activities, in particular acquisitions or divestitures, approved by the board of the holding company; (vii) any other distribution, dividend, transfer of assets, loan or other payment from any member not falling within the other limbs of the Group definition and not exceeding an aggregate amount of the greater of £250,000,000 and 3% of Total Assets in any financial year; (viii) an amount corresponding to the Revolving Facility Excluded Amount at any time and provided that if at any time after a Permitted Payment under this limb is made the revolving facility is prepaid or repaid in full or in part, a further Permitted Payment may be made under this limb in an amount equal to (A) if in full, the Revolving Facility Excluded Amount; and (B), if in part, the lower of an amount equal to (i) the Revolving Facility Excluded Amount and (ii) the amount of the partial prepayment or repayment referred to above, at any time after the date of such repayment (in each case in accordance with recent Liberty precedents); (ix) paragraph (iii) containing a carve out for Management Fees to be amended to refer to the greater of £15,000,000 and 0.5% of Total Assets in any financial year and (x) to make Permitted Payments in respect of a Permitted Disposal; (xi) Paragraph (c)(iv)(A) to be amended to reference that the Revolving Facility Excluded Amount shall be taken into account for the purpose of calculating the Senior Net Debt to Annualised EBITDA ratio; (xii) payments in relation to a Permitted Transaction; and (b) amend Paragraph (c)(ix) of the definition of Permitted Payment to remove the following wording at the end of such Paragraph “where, in the case of sub-paragraphs (A) to (F) above, the payment under the relevant indebtedness or obligation referred to therein has fallen due or will fall due within five Business Days of such Permitted Payment being made”; (c) amend Clause 23.14 (Restricted Payment) to provide a de minimis threshold in Paragraph (a) of £15,000,000 under which the restrictions on entering into transactions with a Restricted Person and is in Clause 23.14 (Restricted Payments) will not limited apply; (d) amend Clause 23.14 (Restricted Payment) to include a provision, such that if a Permitted Payment meets the payment criteria of principal or interest on Subordinated Shareholder Loans or distributionsmore than one of the categories described, dividends or other payments made by the Company in respect will be entitled to classify such Permitted Payment (or portion thereof) on the date of its share capital and payment or later reclassify such Permitted Payment (or portion thereof) in any manner that complies with the covenant in that Clause; (e) amend Paragraph (d) to include the following additional limbs in addition to the existing “Permitted Payments”limbs: (ai) payments to the extent contemplated by a disposal or similar transaction required to pay subordinated notes trustee amountsby a regulatory authority or a court of competent jurisdiction; (bii) following the occurrence issuance of an Event shares, options, warrants or other rights of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to timeParent or any permitted affiliate parent; (ciii) payments to any transaction in the extent such distributionordinary course of business among the Parent or any member of the Bank Group and any Unrestricted Subsidiary or a joint venture or similar entity that would be restricted under Clause 23.14 (Restricted Payment) solely because the Parent or any member of the Bank Group owns an equity interest or otherwise controls the Unrestricted Subsidiary, dividend, transfer of assets, loan joint venture or other payment is in respect of a nominal amount;similar entity; and (div) payments the performance of obligations under any agreement existing at the Signing Date or distributions or entered into after the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding PassthroughSigning Date on substantially similar terms, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributionsas amended, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject amendments are not materially more disadvantageous to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management.

Permitted Payments. (a) amend the definition of Permitted Payment to ensure include the following additional limbs: (i) to enable any holding company of a member of the Group to pay taxes that paragraph are due by such holding company but which are allocable to (cI) applies the Group and due by such holding company as a result of the Group being included in a fiscal unity with such holding company or (II) acting as a holding and/or financing company of the Group; (ii) contemplated by a disposal or similar transaction required by a regulatory authority or a court of competent jurisdiction; (iii) payments to any direct or indirect shareholder of a member of the Group for out-of-pocket expenses incurred in connection with its direct or indirect investment in a Group company; (iv) for certain holding company expenses (as defined in accordance with a recent Liberty precedent) including expenses payable in connection with, amongst other things, compliance with laws and regulations, reporting obligations, related indemnification payments, employee, directors and officers insurance policies and general corporate overhead expenses); (v) for financial advisory, financing, underwriting or placement services or other investment banking activities, in particular acquisitions or divestitures, approved by the board of the holding company; (vi) any other distribution, dividend, transfer of assets, loan or other payment from any member not falling within the other limbs of the Group to a Restricted Person definition and is not limited to exceeding an aggregate amount of the payment greater of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company €250,000,00 and 3% of total assets in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (a) payments to the extent required to pay subordinated notes trustee amountsany financial year; (b) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (c) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (d) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (ivii) an amount equal corresponding to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments Revolving Facility Excluded Amount at any time and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall if at any time after a Permitted Payment under this limb is made the revolving facility is prepaid or repaid in full or in part, a further Permitted Payment may be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred under this limb in an amount equal to (A) if in full, the amount Revolving Facility Excluded Amount; and (B), if in part, the lower of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to (i) the Revolving Facility Excluded Amount and (ii) the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase partial prepayment or repayment referred to above, at any time after the date of any related loanssuch repayment (in each case in accordance with recent Liberty precedent; (viii) and/or to make other compensation payments to departing management.provide a de minimis threshold of €15,000,000 under which the restrictions on entering into transactions with a Restricted Person in Clause 19.13 (Restricted Payments) will not apply;

Permitted Payments. amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (a) payments to the extent required to pay subordinated notes trustee amounts; (b) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (c) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (d) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Group; (e) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedent) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested 59457504_17 amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (f) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management.

Permitted Payments. amend Subject to Clause 5 (Subordination on insolvency), a Subordinated Borrower may pay, and the definition Subordinated Creditors may receive and retain, including without limitation by way of Permitted Payment to ensure that paragraph (c) applies to any distributionset-off, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”of, any Junior Debt, if: (a) payments in the case of a payment by the Company to the extent required to pay subordinated notes trustee amountsParent: (i) such payment is a Permitted Facility Payment; and (ii) no Default has occurred and is continuing or would occur as a result of making the relevant payment; (b) following in the occurrence case of an Event a payment by any Subordinated Borrower to a Subordinated Creditor that is the Company or a member of Default, payments the Target Group (Non-Brighton): (i) (other than in the case of a payment to the extent required to fund Company) the Additional Security Satisfaction Date has occurred; (ii) such payment would, if it were made as a loan, constitute a Permitted Payments not otherwise prohibited Loan (save for any requirement under the Intercreditor definition of “Permitted Loan” in the Senior Facilities Agreement to satisfy the Subordination Criteria (as amended from time to timedefined in the Senior Facilities Agreement)); and (iii) no Acceleration Event has occurred and is continuing or would occur as a result of making the relevant payment; (c) payments to in the extent such distribution, dividend, transfer of assets, loan or other payment is in respect case of a nominal amountpayment by any Subordinated Borrower to a Subordinated Creditor that is a member of the Target Group (Brighton), it is made with the prior written consent of the Agent; (d) payments in the case of any payment by the Company to any SPV: (i) it constitutes a discharge of any Junior Debt owed to any SPV by the Company on a cashless basis for the purposes of effecting a Permitted SPV Disposal; and (ii) no Default has occurred and is continuing or distributions or the repayment of would occur as a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside result of the Grouprelevant discharge; (e) payments or distributionsin the case of any person which accedes to this Agreement as an Additional Subordinated Borrower after the date of this Agreement, or the repayment of a loan, or the redemption of loan stock or redeemable equity made in addition to any member of the Wider Group relevant permissions under paragraphs (as defined in recent Liberty precedenta), (b), (c) provided that or (id) an amount equal to above, such payment is reinvested by such member of the Wider Group an Additional Permitted Payment (as defined in recent Liberty precedent) into a member of the Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advanceif applicable); (f) payments such payment is made in accordance with Clause 5.2 (Filing of any dividend, payment, loan or other distribution, or claims) after the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company is a party and which is not prohibited by the terms occurrence of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent event described in Clause 5.1 (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedentSubordination events);; or (g) payments of an amount up to €200,000,000 from the cash proceeds of a Content Transaction (as such term in any other case, it is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (h) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (i) payments made with the prior written consent of the Majority Lenders; (j) payments in connection with any earn out; (k) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (l) payments in relation to any tax losses received by any member of the Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Group; and (m) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing managementAgent.

Permitted Payments. (a) amend the definition of Permitted Payment to ensure that paragraph (c) applies to any distribution, dividend, transfer of assets, loan or other payment from any member of the Group to a Restricted Person and is not limited to the payment of principal or interest on Subordinated Shareholder Loans or distributions, dividends or other payments made by the Company in respect of its share capital and to include the following additional limbs in addition to the existing “Permitted Payments”: (ai) a de minimis threshold of €5,000,000 under which the restrictions on entering into transactions with a Restricted Person in Clause 16.13 (Restricted Payments) will not apply; (ii) payments in respect of a Permitted Acquisition or a Permitted Disposal; (iii) paragraph (b) of the definition containing a carve out for management fees to be amended to refer to the greater of €50,000,000 and 1% of total assets of the Borrower Group in any financial year; (iv) payments to the extent required to pay subordinated notes trustee amounts; (bv) following the occurrence of an Event of Default, payments to the extent required to fund Permitted Payments not otherwise prohibited under the Intercreditor Agreement as amended from time to time; (cvi) payments to the extent such distribution, dividend, transfer of assets, loan or other payment is in respect of a nominal amount; (dvii) payments made directly by means of discounts with respect to any participation interest issued or sold in connection with an asset securitisation programme or receivables factoring transaction which is otherwise permitted under the Credit Agreement; (viii) payments or distributions or the repayment of a loan or redeemable equity made pursuant to an Asset Passthrough or a Funding Passthrough, in each case, funded from cash generated by entities outside of the Borrower Group; (eix) payments or distributions, or the repayment of a loan, or the redemption of loan stock or redeemable equity made to any member of the Wider Group (as defined in recent Liberty precedentother than a member of the Borrower Group) provided that (i) an amount equal to such payment is reinvested by such member of the Wider Group (as defined in recent Liberty precedentother than a member of the Borrower Group) into a member of the Borrower Group within three days of receipt thereof; (ii) the total amount of such payments and reinvested amounts does not exceed €300,000,000 and (iii) where such payments are made in cash, any reinvested amounts are also made in cash provided that reinvested amounts shall be in the form of subordinated debt, equity or the repayment of an intercompany loan or advance; (fx) payments of any dividend, payment, loan or other distribution, or the repayment of a loan or the redemption of loan stock or redeemable equity, in each case, which is required in order to facilitate the making of payments by any person and to the extent required by the terms of (i) the Finance Documents, (ii) the Senior Secured Notes (as such term is defined in recent Liberty precedent), (iii) Holdco Debt (as defined in recent Liberty precedent), subject to the same conditions as set out in recent Liberty precedent, (iv) by the terms of any hedging agreements of Holdco Debt to which any immediate holding company of the Company XXX Broadband is a party and which is not prohibited by the terms of an intercreditor agreement on terms satisfactory to the Facility Agent and the Security Agent (in each case, acting reasonably) and (v) for the purposes of implementing a Content Transaction or Business Division Transaction (as each term is defined in recent Liberty precedent); (gxi) payments to enable any holding company of a member of the Borrower Group to pay taxes that are due by such holding company but which are allocable to (I) the Borrower Group and due by such holding company as a result of the Borrower Group being included in a fiscal unity with such holding company or (II) acting as a holding and/or financing company of the Borrower Group; (xii) transactions contemplated by a disposal or similar transaction required by a regulatory authority or a court of competent jurisdiction; (xiii) payments of an amount up to €200,000,000 250,000,000 from the cash proceeds of a Content Transaction (as such term is defined in recent Liberty precedent) provided that no Event of Default has occurred and is continuing; (hxiv) payments made to the Borrower’s holding company and any permitted affiliate of the Borrower’s holding company of amounts outstanding in relation to Subordinated Shareholder Loans or subordinated debt the proceeds of which are to be used by such holding company of the Borrower to refinance debt which it has incurred in an amount equal to the amount of Subordinated Shareholder Loan or subordinated debt received by the Borrower’s holding company; (ixv) payments made with the consent of the Majority Lenders; (jxvi) payments to any direct or indirect shareholder of a member of the Borrower Group for out-of-pocket expenses incurred in connection with its direct or indirect investment in a Borrower Group company; (xvii) payments for certain holding company expenses (as defined in accordance with a recent Liberty precedent) including expenses payable in connection with, amongst other things, compliance with laws and regulations, reporting obligations, related indemnification payments, employee, directors and officers insurance policies and general corporate overhead expenses); (xviii) payments for financial advisory, financing, underwriting or placement services or other investment banking activities, in particular acquisitions or divestitures, approved by the board of the holding company; (xix) any other distribution, dividend, transfer of assets, loan or other payment not falling within the other limbs of the definition and not exceeding an aggregate amount of the greater of €250,000,000 and 5% of total assets in any financial year; (xx) payment of an amount corresponding to the Revolving Facility Excluded Amount at any time provided that if at any time after a Permitted Payment under this limb is made the revolving facility is prepaid or repaid in full or in part, a further Permitted Payment may be made under this limb equal to (A) if in full, the Revolving Facility Excluded Amount; and (B) if in part, the lower of an amount equal to (i) the Revolving Facility Excluded Amount and (ii) the amount of the partial prepayment or repayment referred to above, at any time after the date of such repayment (in each case in accordance with recent Liberty precedent); (xxi) payments in connection with any earn out; (kxxii) the transfer of tax losses to Restricted Persons (provided that the amount of such tax losses shall be deemed reduced by any payment received by any member of the Borrower Group from any Restricted Person for such tax losses) subject to pro rata leverage covenant compliance and no default having occurred or occurring; (lxxiii) payments in relation to any tax losses received by any member of the Borrower Group from any Restricted Person provided that such payments shall only be made in relation to such tax losses in an amount equal to the amount of tax that would have otherwise been required to be paid by any member of the Borrower Group if those tax losses were not so received and such payment shall only be made in the tax year in which such losses are utilised by any member of the Borrower Group; and (mxxiv) payments to fund the purchase of any management equity which is subsequently transferred to other or new management (together with the purchase or repayment of any related loans) and/or to make other compensation payments to departing management. (b) amend Clause 16.13 (Restricted Payment) to include a provision, such that if a Permitted Payment meets the criteria of more than one of the categories described, UPC Broadband will be entitled to classify such Permitted Payment (or portion thereof) on the date of its payment or later reclassify such Permitted Payment (or portion thereof) in any manner that complies with the covenant in that Clause; and (c) amend Clause 16.13 (Restricted Payment) to exclude Permitted Affiliate Transactions from the restriction in such Clause (with a new definition of such term to be included, consistent with recent Liberty precedent) and so that such Clause does not restrict transactions to the extent they constitute Permitted Payments.