Common use of Transfers by Lenders Clause in Contracts

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 ICA AMENDMENT AND RESTATEMENT DEED 38 [●] 2020 BETWEEN VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 8. MISCELLANEOUS 7 9. GOVERNING LAW 8 SCHEDULE 1 CONDITIONS PRECEDENT 9 SCHEDULE 2 AMENDED GROUP ICA 10 THIS DEED is dated [●] and made BETWEEN:

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 84894163_20 Schedule 7 ICA AMENDMENT AND RESTATEMENT DEED 38 48 84894163_20 [●] 2020 BETWEEN VIRGIN XXXXXXX MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED 84894163_20 TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 3 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 4 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 8. MISCELLANEOUS 7 9. GOVERNING LAW 8 SCHEDULE 1 CONDITIONS PRECEDENT 9 SCHEDULE 2 AMENDED GROUP ICA 10 THIS DEED is dated [●] and made BETWEEN:7

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 7 ICA AMENDMENT AND RESTATEMENT DEED 38 [●] 2020 BETWEEN VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 7 8. MISCELLANEOUS 7 8 9. GOVERNING LAW 8 9 SCHEDULE 1 CONDITIONS PRECEDENT 9 10 SCHEDULE 2 AMENDED GROUP ICA 10 11 THIS DEED is dated [●] and made BETWEEN:

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 7 ICA AMENDMENT AND RESTATEMENT DEED 38 [●] 2020 BETWEEN VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 8. MISCELLANEOUS 7 9. GOVERNING LAW 8 SCHEDULE 1 CONDITIONS PRECEDENT 9 SCHEDULE 2 AMENDED GROUP ICA 10 THIS DEED is dated [●] and made BETWEEN:

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 7 ICA AMENDMENT AND RESTATEMENT DEED 38 [To be attached] [●] 2020 BETWEEN VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 7 8. MISCELLANEOUS 7 8 9. GOVERNING LAW 8 9 SCHEDULE 1 CONDITIONS PRECEDENT 9 10 SCHEDULE 2 AMENDED GROUP ICA 10 11 THIS DEED is dated [●] and made BETWEEN:

Transfers by Lenders. Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”. SCHEDULE 8 7 ICA AMENDMENT AND RESTATEMENT DEED 38 44 [●] 2020 BETWEEN VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED as Company VIRGIN MEDIA FINANCE PLC as Parent THE OBLIGORS THE BANK OF NOVA SCOTIA as Facility Agent BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Authorised Representative THE EFFECTIVE DATE HEDGE COUNTERPARTIES BANK OF NEW YORK MELLON as High Yield Trustee DEUTSCHE BANK AG, LONDON BRANCH as Security Trustee and others AMENDMENT AND RESTATEMENT DEED TABLE OF CONTENTS Page Page 1. INTERPRETATION 4 3 2. AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT 5 4 3. BARCLAYS INTERCREDITOR 5 4. REPRESENTATIONS 5 5. GUARANTEE AND SECURITY 5 6. ACKNOWLEDGEMENTS 6 7. CONFIRMATIONS 6 8. MISCELLANEOUS 7 9. GOVERNING LAW 8 SCHEDULE 1 CONDITIONS PRECEDENT 9 SCHEDULE 2 AMENDED GROUP ICA 10 THIS DEED is dated [●] and made BETWEEN: