Common use of Impairment of Security Interests Clause in Contracts

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersSecured Parties, and the Company Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsSecured Parties, any interest whatsoever in Lien over any of the Collateral that is prohibited by Section 4.12Collateral; provided, that that, subject to the Company proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens Liens, (y) the Security Documents and the Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this IndentureAgreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents. Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding the aboveSection 4.12(a), nothing in this Section 12.03 4.12 shall restrict the discharge and release of any security interest Lien over Collateral in accordance with this Indenture and Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (ivvi) make any other change thereto that does not adversely affect the Holders Secured Parties in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking v) and (vi) of a Lien of at least equivalent ranking over the same assetsthis Section 4.12(b), the Company Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) In the event that the Company Borrower and its the Restricted Subsidiaries comply with the requirements of this Section 12.034.12, the Trustee Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the HoldersSecured Parties.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement Agreements or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor AgreementAgreements. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor AgreementAgreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take take, any action, action which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentAgent or Trustee, for the benefit of the Trustee and the Holders (other than Additional Notes) and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; providedCollateral, that except as permitted in the Company Security Documents, the Intercreditor Agreement and the RSA Intercreditor Agreement, but subject to the succeeding paragraph, the Issuer and its Restricted Subsidiaries may Incur incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security DocumentsLiens. Notwithstanding the aboveforegoing, nothing in this Section 12.03 4.18 shall restrict the discharge and release of any security interest in the Collateral in accordance with this Indenture and the Intercreditor AgreementAgreement or any transaction to occur on or about the Issue Date in connection with the restructuring of the Towergate group (including actions pursuant to or contemplated by the scheme of arrangement between Towergate Finance plc and the scheme creditors referred to therein). Subject At the direction of the Issuer and without the consent of the Holders, the Trustee and the Security Agent may from time to the foregoing, time enter into one or more amendments to the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to to: (i) cure any ambiguity, omission, defect or inconsistency therein; therein or reflect changes of a minor, technical or administrative nature, (ii) provide for Permitted Collateral Liens; , (iii) add to the Collateral; Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by that in the case of clause (ii) or (iii) of this Indenture and the Intercreditor Agreementparagraph, no amendment, extension, renewal, restatement, supplement, modification or release of any Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), occur unless contemporaneously with such amendment, extension, renewal, restatement, supplement or supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, the Company Issuer delivers to the Security Agent and Trustee one of the Trustee, either following: (1a) a solvency opinion, opinion in form and substance reasonably satisfactory to the Security Agent and the Trustee, Trustee from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), ; (2b) a certificate from a member of the Board of Directors or the chief financial officer or the Board of Directors of the relevant Person which Issuer (acting in good faith) substantially in the form attached to this Indenture as Exhibit E that confirms the solvency of the person granting the security interest Issuer and its Restricted Subsidiaries, taken as a whole on a consolidated basis, after giving effect to any transactions transaction related to such amendment, extension, renewal, restatement, supplement, modification or release replacement; or (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3c) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security DocumentDocuments, so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holdersreplacement.

Impairment of Security Interests. The Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee Finance Parties and the Holders Facility Agent and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(1) the Company, that any Permitted Affiliate Parent and the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (2) the Collateral may be discharged, transferred or discharged and released in accordance with this IndentureAgreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, and (3) the applicable Security Documents. Notwithstanding the aboveCompany, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture Permitted Affiliate Parent and the Intercreditor Agreement. Subject to the foregoing, the Security Documents Restricted Subsidiary may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make consummate any other change thereto that does not adversely affect the Holders in any material respecttransaction permitted under Section 5.01; provided, however, that, except where permitted by with respect to any discharge or release of Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Notes Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, in connection with the Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assets)properties and assets securing the Facilities or any Facilities Guarantee, unless contemporaneously with such amendment(v) provide for the release of any Lien pursuant to, extensionor in connection with, renewalany Solvent Liquidation and (vi) make any other change that does not adversely affect the Finance Parties in any material respect. For any amendments, restatement, supplement modifications or modification or release replacements of any Security Documents not contemplated in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)i) to (vi) above, the Company delivers or any Permitted Affiliate Parent shall contemporaneously with any such action deliver to the Security Agent and the TrusteeFacility Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Facility Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the security interest such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release replacement, in substantially the form attached hereto as Schedule 20 (followed by an immediate retaking Form of a Lien of at least equivalent ranking over the same assetsSolvency Certificate), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeFacility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply or any Permitted Affiliate Parent complies with the requirements of this Section 12.034.17, the Trustee and Facility Agent and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersLenders.

Impairment of Security Interests. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersSecured Parties, and the Company Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsSecured Parties, any interest whatsoever in Lien over any of the Collateral that is prohibited by Section 4.12Collateral; provided, that that, subject to the Company proviso in the second sentence of Section 4.12(b), (x) the Borrower, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens Liens, (y) the Security Documents and the Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this IndentureAgreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents. Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding the aboveSection 4.12(a), nothing in this Section 12.03 4.12 shall restrict the discharge and release of any security interest Lien over Collateral in accordance with this Indenture and Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (ivvi) make any other change thereto that does not adversely affect the Holders Secured Parties in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking v) and (vi) of a Lien of at least equivalent ranking over the same assetsthis Section 4.12(b), the Company Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming thatLien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release replacement, or (followed by 3) an immediate retaking opinion of a Lien counsel (subject to any qualifications customary for this type of at least equivalent ranking over opinion of counsel), in form and substance reasonably satisfactory to the same assets)Administrative Agent, confirming that, after giving effect to any transactions related to such ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, supplement, modification or replacement, the Lien or Liens created under the Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) In the event that the Company Borrower and its the Restricted Subsidiaries comply with the requirements of this Section 12.034.12, the Trustee Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the HoldersSecured Parties.

Impairment of Security Interests. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders holders of Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by (except Permitted Liens). (b) Notwithstanding Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the 4.09(a) above, (i) nothing in this Section 12.03 covenant shall restrict the discharge and release of any security interest Security Interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Agreement or any Additional Intercreditor Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) add to the Collateral; Liens or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where action expressly permitted by this Indenture and Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless ) contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)action, the Company Issuer delivers to the Security Agent Trustee and the TrusteeSecurity Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an Independent Financial Advisor or independent financial advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are replaced is a valid and perfected Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release replacement. (c) At the direction of the Issuer and retake and without the consent of the holders of Notes, the Security Agent may from time to which time enter into one or more amendments to the new Indebtedness secured by Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Permitted Collateral Lien is or (iii) make any other change thereto that does not subject. adversely affect the rights of the holders of Notes in any material respect. (d) In the event that the Company and its Restricted Subsidiaries comply Issuer complies with the requirements of this Section 12.034.09, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Holdersholders of Notes.

Impairment of Security Interests. (a) The Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that that, subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens Liens, shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company next succeeding paragraph, (x) the Company, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Company and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5 hereof. (b) Notwithstanding Section 4.12(a) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement transactions permitted under Article 5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Note Guarantee; or (ivvi) make any other change thereto that does not adversely affect the Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Notes Security Document; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsv) and (vi), the Company Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Notes Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Company and its the Restricted Subsidiaries comply with the requirements of this Section 12.03covenant, the Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee Finance Parties and the Holders Facility Agent and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(1) the Company, that any Permitted Affiliate Parent and the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (2) the Collateral may be discharged, transferred or discharged and released in accordance with this IndentureAgreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, and (3) the applicable Security Documents. Notwithstanding the aboveCompany, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture Permitted Affiliate Parent and the Intercreditor Agreement. Subject to the foregoing, the Security Documents Restricted Subsidiary may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make consummate any other change thereto that does not adversely affect the Holders in any material respecttransaction permitted under Section 5.01; provided, however, that, except where permitted by with respect to any discharge or release of Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, in connection with the Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assetsproperties and assets securing the Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (ii), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsiv) and (v), the Company or the Permitted Affiliate Parent delivers to the Security Facility Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Facility Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the security interest such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release replacement, in substantially the form attached hereto as Schedule 17 (followed by an immediate retaking Form of a Lien of at least equivalent ranking over the same assetsSolvency Certificate), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeFacility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply complies with the requirements of this Section 12.034.17, the Trustee and Facility Agent and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersLenders.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest any Security Interest with respect to the CollateralCollateral granted under the Security Documents) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided, that (a) the Company and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (b) the Collateral may be discharged, transferred or discharged and released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Deeds or any Additional Intercreditor Deed, and (c) the foregoing, the Security Documents Company may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make consummate any other change thereto that does not adversely affect the Holders in any material respecttransaction permitted under Section 5.01; provided, however, that, except where permitted by with respect to any discharge or release of Collateral in accordance with this Indenture and Indenture, the Security Documents, the Intercreditor AgreementDeeds or any Additional Intercreditor Deed, in connection with the Incurrence of Liens for the benefit of the Trustee and Holders, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company and without the consent of the Holders, the Trustee and the Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) provide for Permitted Liens; (3) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (4) provide for the release of any Security Interest on any properties and assets constituting Collateral from the Lien of the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assets)properties and assets securing the Notes or any Guarantee and (5) make any other change that does not adversely affect the Holders in any material respect, unless provided that, contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets2) (4) and (5), the Company delivers to the Security Agent and the Trustee, either (1A) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, Trustee from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2B) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the such security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over replacement, in substantially the same assets)form attached hereto as Exhibit G, or (3C) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply complies with the requirements of this Section 12.034.17, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interests. The (a) Following the Completion Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company proviso in the second sentence of the next succeeding paragraph, (x) the Company, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Company and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5 hereof. (b) Notwithstanding Section 4.12(a) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.;

Impairment of Security Interests. (1) The Company Issuer and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, take or omit to take any action, action which action or omission would could reasonably be expected to have the result of materially adversely affecting or impairing the security interest with respect granted over the Transaction Security pursuant to the Collateral Security Documents (it being understood that but not the Incurrence assets constituting the Transaction Security, unless otherwise required under the terms of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateralthis Indenture) for the benefit in favor of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee and Trustee, for the benefit of the Holders and of the other beneficiaries described in the Security DocumentsJunior Notes, any interest whatsoever in any of the Collateral that is prohibited Transaction Security, other than as expressly contemplated by Section 4.12; provided, that this Indenture or the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens Security Documents. (2) The Issuer and the Collateral may be dischargedGuarantors shall not effect the release of the Lien of any of the Transaction Security in favor of the Security Trustee, transferred or released for the benefit of the Trustee, for the benefit of the Holders of the Junior Notes, except in accordance with this Indenturethe provisions of the Security Trust and Intercreditor Deed. (3) The Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release organizational documents of any security interest in accordance with this Indenture and Guarantor whose Equity Interests are the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking subject of a Lien share pledge (other than a floating charge or its equivalent) constituting Transaction Security (including, for the avoidance of at least equivalent ranking over doubt, any agreements between or among the same assets) owners of such Equity Interests), shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests pursuant to any enforcement of such share pledge, other than (i) cure any ambiguityto the extent (and only to the extent) required by applicable law, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; with respect to any joint venture and any Subsidiary of the Issuer that is a co-venturer therein, any such restrictions or limitations under the terms of the agreements governing such joint venture or the organizational documents of the entities constituting the joint venture or (iii) add to in the Collateral; or (iv) make case of any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency Subsidiary all of the Company outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, taken as a whole(A) to the extent that the Issuer and its Subsidiaries do not, after giving effect in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any transactions related to such amendment, extension, renewal, restatement, supplement, modification restrictions or release limitations or (followed by an immediate retaking B) the Issuer reasonably believes that the elimination of a Lien of at least equivalent ranking over the same assets), (2) a certificate any such restrictions or limitations from the chief financial officer or organizational documents of such Subsidiary would be prejudicial to the Board of Directors commercial interests of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company Issuer and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to in such amendments without the need for instructions from the HoldersSubsidiary.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interest with respect to the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest any Security Interest with respect to the CollateralCollateral granted under the Security Documents) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided, that (a) the Company and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (b) the Collateral may be discharged, transferred or discharged and released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding , the aboveIntercreditor Deeds or any Additional Intercreditor Deed, nothing in this and (c) the Company may consummate any other transaction permitted under Section 12.03 shall restrict the 5.01; provided, however, that, except with respect to any discharge and or release of any security interest Collateral in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoingIndenture, the Security Documents Documents, the Intercreditor Deeds or any Additional Intercreditor Deed, in connection with the Incurrence of Liens for the benefit of the Trustee and Holders, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company and without the consent of the Holders, the Trustee and the Security Trustee may from time to time (followed by an immediate retaking of a Lien of at least equivalent ranking over subject to customary protections and indemnifications from the same assetsCompany) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add make any change necessary or desirable, in the good faith determination of the Company in order to the Collateralimplement transactions permitted under Section 5.01; or (iv) provide for the release of any Security Interest on any properties and assets constituting Collateral from the Lien of the Security Documents, provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Guarantee and (v) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, provided that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii) (iv) and (v), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, Trustee from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the such security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over replacement, in substantially the same assets)form attached hereto as Exhibit G, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply complies with the requirements of this Section 12.03covenant, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from holders of the HoldersNotes.

Impairment of Security Interests. The (a) Neither the Company shall not, and shall not permit nor any Restricted Subsidiary to, will take or omit to take any actionaction which would materially adversely affect or impair the Liens in favor of the Security Trustee, which action or omission would have the result of materially impairing Trustee and the security interest Holders with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens or other actions permitted as described under Article 4 shall under no circumstances be deemed to materially impair the security interest Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and ). Neither the Company shall not, and shall not permit nor any Restricted Subsidiary to, shall grant to any Person, or permit any Person to retain (other than the Security AgentTrustee, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Collateral Documents), any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; providedCollateral, that other than Permitted Liens. Notwithstanding the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and foregoing, the Collateral may be dischargeddischarged and released, transferred or released in accordance with and the Collateral Documents amended accordingly, pursuant to the terms of this Indenture, the Intercreditor Agreement Deeds or the applicable Security Documents. Notwithstanding the aboveany Additional Intercreditor Deeds, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreementfollowing an Enforcement Control Event, no Security Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replaced, unless contemporaneously with any such action, either (i) the Company delivers to the Trustee a certificate from an officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to the transactions contemplated by such amendment, extension, renewal, restatement, supplement or other modification or release replacement, and in the case of any company incorporated in England and Wales, it is not, and will not as a result of the incurrence of such Lien become unable to pay its debts within the meaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇ or (followed by ii) an immediate retaking opinion of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, counsel in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent Trustee and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security DocumentCollateral Documents, so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the The Trustee and the Security Agent shall (subject to customary and reasonably satisfactory protections and indemnificationsindemnifications from the Issuer) consent to such amendments without the need for instructions from the Holders. (b) Neither the Company nor any Restricted Subsidiary will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Deeds. The Company will, and will cause each Subsidiary Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Collateral Documents.

Impairment of Security Interests. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders of Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by (except Permitted Liens). (b) Notwithstanding Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the 4.09(a) above, (i) nothing in this Section 12.03 covenant shall restrict the discharge and release of any security interest Security Interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Agreement or any Additional Intercreditor Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) add to the Collateral; Liens or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where action expressly permitted by this Indenture and Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless ) contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)action, the Company Issuer delivers to the Security Agent Trustee and the TrusteeSecurity Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an Independent Financial Advisor or independent financial advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are replaced is a valid and perfected Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release replacement. (c) At the direction of the Issuer and retake and without the consent of the Holders of Notes, the Security Agent may from time to which time enter into one or more amendments to the new Indebtedness secured by Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Permitted Collateral Lien is or (iii) make any other change thereto that does not subject. adversely affect the rights of the Holders of Notes in any material respect. (d) In the event that the Company and its Restricted Subsidiaries comply Issuer complies with the requirements of this Section 12.034.09, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the HoldersHolders of Notes.

Impairment of Security Interests. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersSecured Parties, and the Company Borrower shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentCollateral Agent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsSecured Parties, any interest whatsoever in Lien over any of the Collateral that is prohibited by Section 4.12Collateral; provided, that that, subject to Section 4.12(b), (x) the Company Borrower and its the Restricted Subsidiaries may Incur Permitted Collateral Liens Liens, (y) the Security Documents and the Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this IndentureAgreement, the any Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents. Documents and (z) the Borrower and its Restricted Subsidiaries may consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding the aboveSection 4.12(a), nothing in this Section 12.03 4.12 shall restrict the discharge and release of any security interest Lien over Collateral in accordance with this Indenture and Agreement, the Security Documents, any Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee, (ivvi) make any other change thereto that does not adversely affect the Holders Secured Parties in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Secured Parties) or (vii) subject to compliance with this Agreement, any Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Security Document; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking v) and (vi) of a Lien of at least equivalent ranking over the same assetsthis Section 4.12(b), the Company Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Borrower and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) In the event that the Company Borrower and its the Restricted Subsidiaries comply with the requirements of this Section 12.034.12, the Trustee Administrative Agent and the Security Collateral Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the HoldersSecured Parties.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; the covenant entitled “Limitation on Liens;” provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or and the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and or the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, retaken are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and or the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement Agreements or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor AgreementAgreements. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor AgreementAgreements, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee Finance Parties and the Holders Facility Agent and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(1) the Company, that any Permitted Affiliate Parent and the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (2) the Collateral may be discharged, transferred or discharged and released in accordance with this IndentureAgreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, and (3) the applicable Security Documents. Notwithstanding the aboveCompany, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture Permitted Affiliate Parent and the Intercreditor Agreement. Subject to the foregoing, the Security Documents Restricted Subsidiary may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make consummate any other change thereto that does not adversely affect the Holders in any material respecttransaction permitted under Section 5.01; provided, however, that, except where permitted by with respect to any discharge or release of Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, in connection with the Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assetsproperties and assets securing the Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (ii), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsiv) and (v), the Company or the Permitted Affiliate Parent delivers to the Security Facility Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Facility Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency 63529049_1 of the person granting the security interest such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release replacement, in substantially the form attached hereto as Schedule 17 (followed by an immediate retaking Form of a Lien of at least equivalent ranking over the same assetsSolvency Certificate), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeFacility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply complies with the requirements of this Section 12.034.17, the Trustee and Facility Agent and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersLenders.

Impairment of Security Interests. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersSecured Parties, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsSecured Parties, any interest whatsoever in Lien over any of the Collateral that is prohibited by Section 4.12Collateral; provided, that that, subject to the proviso in Section 4.12(b), (x) the Company, the Parent Guarantor and the Restricted Subsidiaries may Incur Permitted Collateral Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released, modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents and (z) the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. consummate any other transaction permitted under Article V hereunder. (b) Notwithstanding the aboveSection 4.12(a), nothing in this Section 12.03 4.12 shall restrict the discharge and release of any security interest Lien over Collateral in accordance with this Indenture and Agreement, the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Borrower in order to implement transactions permitted under Article V of this Annex I; (iv) add to the Collateral; (v) provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of the Security Documents ; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee or (ivvi) make any other change thereto that does not adversely affect the Holders Secured Parties in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking v) and (vi) of a Lien of at least equivalent ranking over the same assetsthis Section 4.12(b), the Company Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) In the event that the Company and its the Restricted Subsidiaries comply with the requirements of this Section 12.034.12, the Trustee Administrative Agent and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the HoldersSecured Parties.

Impairment of Security Interests. The (a) Following the Collateral Effectiveness Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company proviso in the second sentence of the next succeeding paragraph, (x) the Company, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Company and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5 hereof. (b) Notwithstanding Section 4.12(a) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement transactions permitted under Article 5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Note Guarantee; or (ivvi) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsv) and (vi), the Company Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Notes Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Company and its the Restricted Subsidiaries comply with the requirements of this Section 12.03covenant, the Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action, which action or omission that would have the result of materially impairing the security interest interests with respect to the Collateral (it being understood understood, subject to the proviso below, that the Incurrence incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest interests with respect to the Collateral) for the benefit of the Trustee and the Holders), and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(1) the Company, that the Company and its Restricted Subsidiaries may Incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of incurring Permitted Collateral Liens and Liens; (2) the Collateral may be discharged, transferred discharged or released or released and retaken in accordance with this Indenture, the applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement; and (3) the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguitymodified, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified replaced or released and retaken, are valid and perfected Liens not otherwise subject from time to time (i) to cure any limitationambiguity, imperfection mistake, omission, defect, manifest error or new hardening periodinconsistency therein, in equity or at law, that such Lien or Liens were not otherwise subject (ii) to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) to add Collateral, (iv) to evidence the succession of another Person to the Issuer or any Guarantor and the assumption by such successor of the obligations under this Section 12.03Indenture, the Trustee Notes, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.Documents, in each case, including in accordance with “—Certain Covenants—

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; the covenant entitled “Limitation on Liens;” provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and or the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, retaken are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (a) The Company Issuer shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that subject to the next succeeding paragraph, the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentNotes Collateral Agent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company next succeeding paragraph, (x) the Issuer and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Issuer and the Restricted Subsidiaries may consummate any other transaction permitted under Section 5.01 and Section 5.02. (b) Notwithstanding Section 4.18(a), nothing in this Section 4.18 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.102 EU-DOCS\26039728.6

Impairment of Security Interests. The Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Trustee Finance Parties and the HoldersFacility Agent, and the Company and any Permitted Affiliate Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee Finance Parties and the Holders Facility Agent and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(1) the Company, that any Permitted Affiliate Parent and the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (2) the Collateral may be discharged, transferred or discharged and released in accordance with this IndentureAgreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, and (3) the applicable Security Documents. Notwithstanding the aboveCompany, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture Permitted Affiliate Parent and the Intercreditor Agreement. Subject to the foregoing, the Security Documents Restricted Subsidiary may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make consummate any other change thereto that does not adversely affect the Holders in any material respecttransaction permitted under Section 5.01; provided, however, that, except where permitted by with respect to any discharge or release of Collateral in accordance with this Indenture and Agreement, the Security Documents, the Existing Senior Secured Indentures, the Intercreditor Agreement or any Additional Intercreditor Agreement, in connection with the Unitymedia Management Merger or in connection with the Incurrence of Liens for the benefit of the Finance Parties, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released replaced, except that, at the direction of the Company or any Permitted Affiliate Parent and without the consent of the Finance Parties, the Facility Agent and/or the Security Trustee may from time to time (subject to customary protections and indemnifications from the Company) enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, manifest error, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change necessary or desirable, in the good faith determination of the Company in order to implement transactions permitted under Section 5.01; (iv) provide for the release of any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assetsproperties and assets securing the Facilities or any Facilities Guarantee, (v) provide for the release of any Lien pursuant to, or in connection with, any Solvent Liquidation and (vi) make any other change that does not adversely affect the Finance Parties in any material respect, provided that, contemporaneously with any such action in clauses (ii), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsiv) and (v), the Company or the Permitted Affiliate Parent delivers to the Security Facility Agent and the Trustee, 63140965_9 either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Facility Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company Company, any Permitted Affiliate Parent and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the security interest such Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release replacement, in substantially the form attached hereto as Schedule 17 (followed by an immediate retaking Form of a Lien of at least equivalent ranking over the same assetsSolvency Certificate), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the TrusteeFacility Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply complies with the requirements of this Section 12.034.17, the Trustee and Facility Agent and/or the Security Agent Trustee shall (subject to customary protections and indemnifications) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersLenders.

Impairment of Security Interests. The (a) Following the Completion Date, the Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that the Incurrence of Permitted Collateral Liens Liens, subject to the proviso in the second sentence of Section 4.12(b), shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company proviso in the second sentence of the next succeeding paragraph, (x) the Company, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Company and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5 hereof. (b) Notwithstanding Section 4.12(a) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement transactions permitted under Article 5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Note Guarantee; or (ivvi) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsv) and (vi), the Company Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Notes Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Company and its the Restricted Subsidiaries comply with the requirements of this Section 12.03covenant, the Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (i) The Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders of Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by (except Permitted Liens). (ii) Notwithstanding Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the 4.09(a) above, (i) nothing in this Section 12.03 covenant shall restrict the discharge and release of any security interest Security Interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Agreement or any Additional Intercreditor Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) add to the Collateral; Liens or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where action expressly permitted by this Indenture and Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless ) contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)action, the Company Issuer delivers to the Security Agent Trustee and the TrusteeSecurity Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an Independent Financial Advisor or independent financial advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are replaced is a valid and perfected Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release replacement. (iii) At the direction of the Issuer and retake and without the consent of the Holders of Notes, the Security Agent may from time to which time enter into one or more amendments to the new Indebtedness secured by Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Permitted Collateral Lien is or (iii) make any other change thereto that does not subject. adversely affect the rights of the Holders of Notes in any material respect. (iv) In the event that the Company and its Restricted Subsidiaries comply Issuer complies with the requirements of this Section 12.034.09, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the HoldersHolders of Notes.

Impairment of Security Interests. The Company and the Affiliate Issuer shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to any Lien in the Collateral granted under the Security Documents (it being understood understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair any Lien in the security interest with respect to Collateral granted under the CollateralSecurity Documents) for the benefit of the Trustee and the Holders, and the Company and the Affiliate Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral Collateral, except that is prohibited by Section 4.12; provided(a) the Company, that the Company Affiliate Issuer and its the Restricted Subsidiaries may Incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Document for the purposes of Incurring Permitted Collateral Liens and Liens, (b) the Collateral may be discharged, transferred or discharged and released in accordance with this Indenture, the Security Documents, the Intercreditor Agreement Deeds or any Additional Intercreditor Deed, (c) the Company or the Affiliate Issuer may consummate any other transaction permitted under Section 5.01, (d) the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amendedamended from time to time to cure any ambiguity, extendedomission, renewedmanifest error, restateddefect or inconsistency therein, supplemented or otherwise modified or released (e) the Company, the Affiliate Issuer and the Restricted Subsidiaries may release any Lien on any properties and assets constituting Collateral under the Security Documents, provided that such release is followed by an immediate retaking the substantially concurrent re-taking of a Lien of at least equivalent ranking priority over the same assetsproperties and assets securing the Notes or any Note Guarantee, (f) to the Company, the Affiliate Issuer and the Restricted Subsidiaries 128 may release any Lien pursuant to, or in connection with, any Solvent Liquidation and (ig) cure any ambiguitythe Company, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) Affiliate Issuer and the Restricted Subsidiaries may make any other change thereto that does not adversely affect the Holders in any material respect; provided. For any amendments, howevermodifications or replacements of any Security Documents or Liens not contemplated in clauses (a) to (g) above, thatthe Company, except where permitted by this Indenture the Affiliate Issuer or the relevant Grantor shall contemporaneously with any such action deliver to the Trustee and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1A) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, Trustee from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms confirming the solvency of the Company Company, the Affiliate Issuer and its the Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2B) a certificate from the chief responsible financial or accounting officer or the Board of Directors of the relevant Person Grantor (acting in good faith) which confirms the solvency of the person granting the such security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over replacement, in substantially the same assets)form attached hereto as Exhibit G, or (3C) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Security DocumentDocuments, as applicable, so amended, extended, renewed, restated, supplemented, modified or released and retakenreplaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subjectreplacement. In the event that the Company and its Restricted Subsidiaries comply or the Affiliate Issuer complies with the requirements of this Section 12.034.17, the Trustee and the Security Agent shall (subject to customary protections and indemnificationsindemnifications from the Company or the Affiliate Issuer, as applicable) consent to any such amendments amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interests (it being understood that, subject to Section 4.15(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances not be deemed to materially impair the security interest Security Interests with respect to the Collateral) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders of the Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by (except Permitted Liens). (b) Notwithstanding Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the 4.15(a) above, (i) nothing in this Section 12.03 covenant shall restrict the discharge and release of any security interest Security Interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Agreement or any Additional Intercreditor Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) add to the Collateral; Liens or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where action expressly permitted by this Indenture and Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless ) contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)action, the Company Issuer delivers to the Security Agent Trustee and the TrusteeSecurity Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an Independent Financial Advisor or independent financial advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are replaced is a valid and perfected Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release replacement. (c) At the direction of the Issuer and retake and without the consent of the Holders of the Notes, the Security Agent may from time to which time enter into one or more amendments to the new Indebtedness secured by Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Permitted Collateral Lien is or (iii) make any other change thereto that does not subject. adversely affect the rights of the Holders of the Notes in any material respect. (d) In the event that the Company and its Restricted Subsidiaries comply Issuer complies with the requirements of this Section 12.034.15, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Holders.

Impairment of Security Interests. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest Security Interests (subject to Section 4.09(b), the incurrence of Permitted Liens with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances not be deemed to materially impair the security interest with respect to the CollateralSecurity Interests) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders holders of Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral that is prohibited by (except Permitted Liens). CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 (b) Notwithstanding Section 4.12; provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the 4.09(a) above, (i) nothing in this Section 12.03 covenant shall restrict the discharge and release of any security interest Security Interest in accordance with this Indenture and the Intercreditor Agreement. Subject to Agreement or any Additional Intercreditor Agreement and (ii) the foregoing, Security Interests and the related Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets) if, (except with respect to (i) cure any ambiguityamendments, omissionextensions, defect renewals, restatements, modifications, discharge or inconsistency therein; (ii) provide for release in accordance with this Indenture, the incurrence of Permitted Collateral Liens; (iii) add to the Collateral; Liens or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where action expressly permitted by this Indenture and Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless ) contemporaneously with any such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)action, the Company Issuer delivers to the Security Agent Trustee and the TrusteeSecurity Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an Independent Financial Advisor or independent financial advisor, accounting firm, appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial board of directors or officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest such Security Interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)release, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens lien created under the applicable Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are replaced is a valid and perfected Liens lien not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were lien was not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release replacement. (c) At the direction of the Issuer and retake and without the consent of the holders of Notes, the Security Agent may from time to which time enter into one or more amendments to the new Indebtedness secured by Security Documents or enter into additional or supplemental Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Permitted Collateral Lien is or (iii) make any other change thereto that does not subject. adversely affect the rights of the holders of Notes in any material respect. (d) In the event that the Company and its Restricted Subsidiaries comply Issuer complies with the requirements of this Section 12.034.09, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments amendment, extension, renewal, restatement, supplement, modification or release and replacement without the need for instructions from the Holdersholders of Notes.

Impairment of Security Interests. (a) The Company shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that that, subject to Section 4.12(b), the Incurrence of Permitted Collateral Liens Liens, shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Notes Security AgentAgent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company next succeeding paragraph, (x) the Company, the Parent Guarantor and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the LEGAL_EU # 16733244.6 applicable Notes Security Documents and (z) the Company and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5 hereof. (b) Notwithstanding Section 4.12(a) hereof, nothing in this Section 4.12 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject to the foregoing, the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement transactions permitted under Article 5 hereof; (iv) add to the Notes Collateral; (v) provide for the release of any Liens on any properties or assets constituting Notes Collateral from the Lien of the Notes Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Note Guarantee; or (ivvi) make any other change thereto that does not adversely affect the Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Notes Security Document; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment(iii), extension(iv), renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsv) and (vi), the Company Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Notes Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (c) [Reserved]. (d) [Reserved]. (e) In the event that the Company and its the Restricted Subsidiaries comply with the requirements of this Section 12.03covenant, the Trustee and the Notes Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (1) The Company Issuer and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, take or omit to take any action, action which action or omission would could reasonably be expected to have the result of materially adversely affecting or impairing the security interest with respect granted over the Transaction Security pursuant to the Collateral Security Documents (it being understood that but not the Incurrence assets constituting the Transaction Security, unless otherwise required under the terms of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateralthis Indenture) for the benefit in favor of the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentTrustee, for the benefit of the Trustee and Trustee, for the benefit of the Holders and of the other beneficiaries described in the Security DocumentsSenior Notes, any interest whatsoever in any of the Collateral that is prohibited Transaction Security, other than as expressly contemplated by Section 4.12; provided, that this Indenture or the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens Security Documents. (2) The Issuer and the Collateral may be dischargedGuarantors shall not effect the release of the Lien of any of the Transaction Security in favor of the Security Trustee, transferred or released for the benefit of the Trustee, for the benefit of the Holders of the Senior Notes, except in accordance with this Indenturethe provisions of the Security Trust and Intercreditor Deed. (3) The Issuer shall, and shall cause each of its relevant Subsidiaries to, take all necessary action to ensure that the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release organizational documents of any security interest in accordance with this Indenture and Guarantor whose Equity Interests are the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking subject of a Lien share pledge (other than a floating charge or its equivalent) constituting Transaction Security (including, for the avoidance of at least equivalent ranking over doubt, any agreements between or among the same assets) owners of such Equity Interests), shall not contain any restrictions or limitations on the transfer of the pledged Equity Interests pursuant to any enforcement of such share pledge, other than (i) cure any ambiguity, omission, defect or inconsistency therein; to the extent (and only to the extent) required by applicable law (ii) provide for Permitted Collateral Liens; with respect to any joint venture and any Subsidiary of the Issuer that is a co-venturer therein, any such restrictions or limitations under the terms of the agreements governing such joint venture or the organizational documents of the entities constituting the joint venture, or (iii) add to in the Collateral; or (iv) make case of any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency Subsidiary all of the Company outstanding Voting Stock of which (other than directors' qualifying shares) is not owned, directly or indirectly, by the Issuer and its Subsidiaries, taken as a whole(A) to the extent that the Issuer and its Subsidiaries do not, after giving effect in the aggregate, possess the requisite voting power or contractual rights to ensure that the organizational documents of such Subsidiary do not contain any transactions related to such amendment, extension, renewal, restatement, supplement, modification restrictions or release limitations or (followed by an immediate retaking B) the Issuer reasonably believes that the elimination of a Lien of at least equivalent ranking over the same assets), (2) a certificate any such restrictions or limitations from the chief financial officer or organizational documents of such Subsidiary would be prejudicial to the Board of Directors commercial interests of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company Issuer and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to in such amendments without the need for instructions from the HoldersSubsidiary.

Impairment of Security Interests. The Company shall not, and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 4.12; the covenant entitled “Limitation on Liens;” provided, that the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Intercreditor Agreement. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that, except where permitted by this Indenture and or the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person granting the security interest after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document, so amended, extended, renewed, restated, supplemented, modified or released and retaken, retaken are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. In the event that the Company and its Restricted Subsidiaries comply with the requirements of this Section 12.03, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.

Impairment of Security Interests. (a) The Company Issuer shall not, not and shall not permit any Restricted Subsidiary to, take or omit to take any action, which action or omission that would have the result of materially impairing the security interest with respect to the Notes Collateral (it being understood that subject to the next succeeding paragraph, the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Notes Collateral) for the benefit of the Trustee and the Holders, and the Company Issuer shall not, not and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security AgentNotes Collateral Agent (or its delegate), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Notes Security Documents, the Intercreditor Agreement or any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.12Notes Collateral; provided, that that, subject to the Company next succeeding paragraph, (x) the Issuer and its the Restricted Subsidiaries may Incur Permitted Collateral Liens and Liens, (y) the Notes Collateral may be discharged, transferred amended, extended, renewed, restated, supplemented, released, modified or released replaced in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Notes Security Documents and (z) the Issuer and the Restricted Subsidiaries may consummate any other transaction permitted under Article 5. (b) Notwithstanding Section 4.18(a), nothing in this Section 4.18 shall restrict the discharge and release of any Lien over the Notes Collateral in accordance with this Indenture, the Intercreditor Agreement or the applicable Security Documents. Notwithstanding the above, nothing in this Section 12.03 shall restrict the discharge and release of any security interest in accordance with this Indenture and the Additional Intercreditor Agreement. Subject . (c) At the direction of the Issuer and without the consent of the Holders (subject to the foregoingcustomary protections and indemnifications), the Trustee and Notes Collateral Agent may from time to time amend, extend, renew, restate, supplement or otherwise modify or release the Notes Security Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) make any change reasonably necessary or desirable in the good faith determination of the Issuer in order to implement transactions permitted under Article 5; (iv) add to the Notes Collateral; (v) provide for the release of any Lien on any properties or assets constituting Notes Collateral from the Lien of the Notes Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least equivalent priority over the same properties and assets securing the Notes or any Note Guarantee; or (ivvi) make any other change thereto that does not adversely affect the Holders in any material respectrespect (it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders) or (vii) subject to compliance with this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, as applicable, increase the amounts and types of Indebtedness covered by such Security Document; provided, however, that, except where permitted by this Indenture and the Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or released contemporaneously with any such action in clauses (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsii), unless contemporaneously with such amendment, extension, renewal, restatement, supplement or modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assetsiii), (iv), (v), and (vi) of this Section 4.18 the Company Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms the solvency of the person Person granting the security interest Lien after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, or (3) an Opinion opinion of Counsel counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets)replacement, the Lien or Liens created under the Notes Security Document, Documents so amended, extended, renewed, restated, supplemented, modified or released and retaken, replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or release and retake and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. replacement. (d) In the event that the Company Issuer and its the Restricted Subsidiaries comply with the requirements of this Section 12.034.18, the Trustee and the Security Notes Collateral Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for instructions from the Holders.