Common use of Sub-participation Clause in Contracts

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 29.4 (Transfers by LendersXxxxxxx) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 27.2 (Transfers by LendersConditions of Assignment or Transfer) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 27.2 (Transfers by LendersConditions of Assignment or Transfer) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27; and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 27.2 (Transfers by LendersConditions of Assignment or Transfer) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant;; 63140965_9 (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 (Transfers by Lenders) there shall be no restrictions on 21.6.1 Each Bank may sub-participations provided thatparticipate (without the consent of any other Party) to one or more parties (each a "Sub-Participant") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment) PROVIDED THAT: (a) such Lender remains a Lender Bank's obligations under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation(including, without limitation, its Commitment hereunder) shall remain unchanged; (b) such Lender retains exclusive control over all rights and obligations in relation Bank shall remain solely responsible to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (other Parties for the avoidance performance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender other Parties shall continue to deal solely and the proposed sub-participant is that of a contractual debtor directly with such Bank in connection with such Bank's rights and creditor (including in the bankruptcy or similar event of the Lender or an Obligor)obligations under this Agreement; (d) the proposed such sub-participant will have no proprietary interest participation shall not be in the benefit of this Agreement or any an amount less than $10,000,000 (unless it is to a Sub-Participant that is an Affiliate of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangementBank); and (e) the proposed in no event shall a sub-participant will under no circumstances: (i) be subrogated to, participating Bank agree with the Sub-Participant to take or be substituted in respect of, the relevant Lender’s claims refrain from taking any action under this Agreement or under any other Financing Document except that such Bank may agree with the Sub-Participant that it will not, without the consent of the Finance Documents; Sub-Participant agree to: (i) increase or extend the term, or extend the time or waive any requirement for the reduction or termination of such Bank's Commitment; (ii) otherwise have extend the date fixed for the payment of principal or interest on the Loan or any contractual relationship withportion of any fee payable to the Sub-Participant under this Agreement; (iii) reduce the amount of any such payment of principal; (iv) reduce the rate at which interest is payable on Advances, or rights against, the Obligors any fee under or in relation to this Agreement payable to the Sub-Participant, to a level below the rate at which the Sub-Participant is entitled to receive such interest or any fee; or (v) alter the rights or obligations of the Finance Documents (in its capacity as Borrower to prepay Advances. 21.6.2 The sub-participant under participating Bank shall notify the Agent and the Borrower of any sub-participation hereunder except when such Sub-Participant that arrangement)is an Affiliate of the sub-participating Bank.” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to (a) At any time, the contrary in Clause 28.3 (Transfers by Lenders) there shall be no restrictions on prior written consent of the Company is required for any sub-participations provided thatparticipation by a Noteholder unless: (ai) such Lender the proposed sub-participation is permitted by Clause 27.2 (Conditions of transfer) (including, for the avoidance of doubt, by reason of a consent granted or deemed granted by the Company in accordance with the terms of that Clause); |EU-DOCS\34803319.2|| (ii) the Noteholder remains a Lender liable under this Agreement with all rights and obligations pertaining thereto and remains liable under the other Finance Documents for any such obligationin relation to those obligations; (biii) such Lender Noteholder retains exclusive control over all rights and obligations in relation to the participations Notes and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) unless the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27 and, , unless made (iix) at a time when an Event of Default has occurred and is continuing or (y) to an Affiliate or a Related Fund of such Noteholder, seven Business Days prior to entering into the relevant agreement or arrangement, arrangement the relevant Lender Noteholder provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (civ) the relationship between the Lender Noteholder and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender Noteholder or an Obligor); (dv) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the other Finance Documents or in any monies received by the relevant Lender Noteholder under or in relation to this Agreement or any of the other Finance Documents (in its capacity as sub-participant under that arrangement); and (evi) the proposed sub-participant will under no circumstances: (iA) be subrogated to, or be substituted in respect of, the relevant LenderNoteholder’s claims under this Agreement or any of the other Finance Documents; or (iiB) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the other Finance Documents (in its capacity as sub-participant under that arrangement).” (db) Include A Noteholder shall promptly notify the additional provision Company of any sub-participation entered into by it, unless the proposed sub-participant is an Affiliate or Related Fund of that Noteholder. (c) Each Noteholder that sells a sub-participation shall, acting solely for this purpose as follows:a non-fiduciary agent of any Issuer, shall maintain a register for the recording of the name and address of each sub-participant and the principal amount (and stated interest) of each sub-participant’s interest in the Commitments or obligations owing to such sub-participant (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any sub-participant or any information relating to a sub-participant’s interest in any commitments, loans or any other of its obligations) to any Person except to the extent that such disclosure is necessary to establish that such commitment, note or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and the Noteholder maintaining such Participant Register shall treat each person whose name is recorded in the Participant Register as the owner of the sub-participation for all purposes of this Agreement, notwithstanding any notice to the contrary. |EU-DOCS\34803319.2||

Sub-participation. Notwithstanding anything to (a) At any time, the contrary in Clause 28.3 (Transfers prior written consent of the Company is required for any sub- participation by Lenders) there shall be no restrictions on sub-participations provided thata Noteholder unless: (ai) such Lender the proposed sub-participation is permitted by Clause 27.2 (Conditions of transfer) (including, for the avoidance of doubt, by reason of a consent granted or deemed granted by the Company in accordance with the terms of that Clause); (ii) the Noteholder remains a Lender liable under this Agreement with all rights and obligations pertaining thereto and remains liable under the other Finance Documents for any such obligationin relation to those obligations; (biii) such Lender Noteholder retains exclusive control over all rights and obligations in relation to the participations Notes and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) unless the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27 and, , unless made (iix) at a time when an Event of Default has occurred and is continuing or (y) to an Affiliate or a Related Fund of such Noteholder, seven Business Days prior to entering into the relevant agreement or arrangement, arrangement the relevant Lender Noteholder provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (civ) the relationship between the Lender Noteholder and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender Noteholder or an Obligor); (dv) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the other Finance Documents or in any monies received by the relevant Lender Noteholder under or in relation to this Agreement or any of the other Finance Documents (in its capacity as sub-participant under that arrangement); and (evi) the proposed sub-participant will under no circumstances: (iA) be subrogated to, or be substituted in respect of, the relevant LenderNoteholder’s claims under this Agreement or any of the other Finance Documents; or (iiB) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the other Finance Documents (in its capacity as sub-participant under that arrangement).” (db) Include A Noteholder shall promptly notify the additional provision Company of any sub-participation entered into by it, unless the proposed sub-participant is an Affiliate or Related Fund of that Noteholder. (c) Each Noteholder that sells a sub-participation shall, acting solely for this purpose as follows:a non-fiduciary agent of any Issuer, shall maintain a register for the recording of the name and address of each sub-participant and the principal amount (and stated interest) of each sub-participant’s interest in the Commitments or obligations owing to such sub- participant (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any sub-participant or any information relating to a sub-participant’s interest in any commitments, loans or any other of its obligations) to any Person except to the extent that such disclosure is necessary to establish that such commitment, note or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in a Participant Register shall be conclusive absent manifest error, and the Noteholder maintaining such Participant Register shall treat each person whose name is recorded in the Participant Register as the owner of the sub-participation for all purposes of this Agreement, notwithstanding any notice to the contrary.

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 29.4 (Transfers by Lenders) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation; (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows:

Sub-participation. Notwithstanding anything to the contrary in Clause 28.3 27.2 (Transfers by LendersConditions of Assignment or Transfer) there shall be no restrictions on sub-participations provided that: (a) such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under the Finance Documents for any such obligation;; 120 63529049_1 (b) such Lender retains exclusive control over all rights and obligations in relation to the participations and Commitments that are the subject of the relevant agreement or arrangement, including all voting rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations), unless: (i) the proposed sub-participant is a person to whom the relevant rights and obligations could have been assigned or transferred in accordance with the terms of this Clause 29 27 and, (ii) prior to entering into the relevant agreement or arrangement, the relevant Lender provides UPC Broadband the Company with full details of that proposed sub-participant and any voting, consultation or other rights to be granted to the sub-participant; (c) the relationship between the Lender and the proposed sub-participant is that of a contractual debtor and creditor (including in the bankruptcy or similar event of the Lender or an Obligor); (d) the proposed sub-participant will have no proprietary interest in the benefit of this Agreement or any of the Finance Documents or in any monies received by the relevant Lender under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement); and (e) the proposed sub-participant will under no circumstances: (i) be subrogated to, or be substituted in respect of, the relevant Lender’s claims under this Agreement or any of the Finance Documents; or (ii) otherwise have any contractual relationship with, or rights against, the Obligors under or in relation to this Agreement or any of the Finance Documents (in its capacity as sub-participant under that arrangement).” (d) Include the additional provision as follows: