Common use of Authorisations Clause in Contracts

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' ’ resolution is required, a copy of the shareholders' ’ resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AA Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AA Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AA Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AA Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AA Accession Agreement or for the validity and enforceability of this Additional Facility AA Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AI Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AI Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AI Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AI Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AI Accession Agreement or for the validity and enforceability of this Additional Facility AI Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AG1 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AG1 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AG1 Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AG1 Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AG1 Accession Agreement or for the validity and enforceability of this Additional Facility AG1 Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AAA Accession Agreement and (in the case of each of UPC Broadband Sunrise HoldCo III and UPC Sunrise Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband Sunrise HoldCo III and UPC Sunrise Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AAA Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AAA Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC BroadbandSunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC BroadbandSunrise HoldCo III, Sunrise Financing, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AAA Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AG Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AG Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AG Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AG Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AG Accession Agreement or for the validity and enforceability of this Additional Facility AG Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing directors and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' ’ resolution is required, a copy of the shareholders' ’ resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AA2 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AA2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AA2 Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AA2 Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AA2 Accession Agreement or for the validity and enforceability of this Additional Facility AA2 Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AI2 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (iii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AI2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AI2 Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AI2 Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AI2 Accession Agreement or for the validity and enforceability of this Additional Facility AI2 Accession Agreement.

Authorisations. (a) A Certified true copy of a resolution resolutions of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy Board of the shareholders' resolution of each ObligorBorrower: (i) approving the terms of and execution of, and the transactions contemplated by this Additional the Facility AV2 Accession Agreement and Documents. (in ii) authorising, the case affixation of each of UPC Broadband and UPC Financing) resolving that it the common seal on the Facility Documents, and/or a director or directors or other authorised executives to execute the same Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents. (and, iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof. (iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the case provisions of the Guarantors Loan Agreement (including these General Conditions) and Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 belowSecurity Documents; and (iiv) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (in c) of the case of UPC Broadband and UPC Financing) Companies Act, 2013 authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement on its behalf and (borrowings in the case terms of the Guarantors and Facility Documents. (vi) Certified true copy of the Charging Entities resolution of the shareholders of the Borrower under Section 180 (as defined in 1) (a) of the Intercreditor Agreement)) Companies Act, 2013 authorising the issuance creation of a power security in terms of attorney to a specified person or persons to execute the confirmation described in paragraph 4 belowFacility Documents. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate)Duly stamped and registered Security Documents. (c) A Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded. (d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender. (e) Installed EDC terminal for acceptance of credit / debit card payments by its customers. (f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower. (g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender. (h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender. (i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”). (j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto. (k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents); (l) Financial statements of the Borrower for the last 2 (two) fiscal years. (m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months. (n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents. (o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions. (p) Certificates duly signed and executed by its director/ authorised signatory signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of UPC Broadband, each Guarantor Drawdown of the Facility; (b) all representations and each Charging Entity certifying that each copy document specified warranties of the Borrower are true and correct in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and all respects with the same being in full force and effect as at a date no earlier than on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of this Additional Facility AV2 Accession AgreementDefault or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions). (q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961; (r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number. (s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and (t) Such other documents as Lender may reasonably request.

Authorisations. 6.1 Confirmation from the Obligors that all relevant authorisations necessary in connection with the Transaction Documents have been obtained and are in full force and effect or will be in full force and effect when required. 1. An Accession Letter, duly executed by the Additional Obligor and the Company and duly executed originals of any other documents (ain form and substance satisfactory to the Agent) as may be necessary to ensure that the Additional Obligors accedes, and becomes a party, to each relevant Finance Document (“accession documents”). 2. A copy of the constitutional documents of the Additional Obligor and any other person (an “Additional Transaction Party”) entering into any Security Documents referred to in paragraph 12 below. 3. A copy of a resolution of the respective board of managing and, to the extent applicable, board of supervisory directors (or equivalent) andof (a) the Additional Obligor and (b) any Additional Transaction Party, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of in each Obligorcase: (i) 3.1 approving the terms of of, and the transactions contemplated by this Additional Facility AV2 Accession Agreement and (in the case of by, each of UPC Broadband and UPC Financing) resolving that the documents it execute is or will become party to (the same (and, in the case of the Guarantors and Charging Entities (as defined in the Intercreditor Agreement“Relevant Documents”)) resolving that it execute the confirmation described at paragraph 4 below; and; (ii) (in the case of UPC Broadband and UPC Financing) 3.2 authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement each such Relevant Document on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) behalf; and 3.3 authorising the issuance of a power of attorney to a specified person or persons persons, on its behalf, to execute the confirmation described sign and/or despatch all other documents and notices (including, in paragraph 4 belowrelation to an Additional Borrower, any Utilisation Request or a Selection Notice) to be signed and/or despatched by it under or in connection with any such Relevant Document. (b) 4. A specimen of the signature of each person authorised pursuant to its constitutional documents or to by the power of attorney resolution referred to in paragraph 3 above. 5. In the case of an Additional Guarantor, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is, or will become, a party. 6. A certificate of the Additional Obligor (asigned by a director or, if appropriate, an officer) above to sign this Additional Facility AV2 Accession Agreement confirming that borrowing or the confirmation described in paragraph 4 below (guaranteeing, as appropriate), the Aggregate Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. (c) 7. A certificate of an authorised signatory of UPC Broadband, of: 7.1 the Additional Obligor; and 7.2 each Guarantor and Additional Transaction Party (if any) (in each Charging Entity case) certifying that each copy document specified listed in this Part II of Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity 3 relating to it is correct, complete and in full force and effect as at a date no earlier than the date of this the Relevant Document(s) to which it is a party. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by each Relevant Document or for the validity and enforceability of any Relevant Document. 9. If available, the latest audited financial statements of the Additional Facility AV2 Accession AgreementObligor. 10. Such legal opinions in relation to the Additional Obligor, any Additional Transaction Party and/or the Relevant Documents as the Agent may reasonably require (together with any documents that may be required for the delivery of such legal opinions). 11. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. 12. Security Document(s) creating Security over (a) the entire issued share capital of the Additional Obligor, (b) if required by the Majority Lenders, all of the assets of the Additional Obligor, in the case of (a) and (b) duly executed by the relevant parties in form and substance satisfactory to the Security Trustee together with: 12.1 (to the extent applicable) evidence that all approvals, filings, registrations, recordings and other things necessary or desirable (including the carrying out of the procedures specified in ss.155-8 of the Companies Act 1985 (if appropriate)) to ensure the validity, effectiveness, priority and enforceability of each such Security Document have been carried out; 12.2 copies of each of the notices required to be given under each such Security Document together with other copies of acknowledgements from each person to whom notice was given, in the form required by such document; and 12.3 (if required by the Agent) evidence that the Security Trustee or its nominee has been entered in the register of members (or equivalent) of such proposed Additional Obligor as sole shareholder of all its issued share capital.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AV Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AV Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AV Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AV Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AN Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AN Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AN Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AN Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AN Accession Agreement or for the validity and enforceability of this Additional Facility AN Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AE1 Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AE1 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AE1 Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AE1 Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AE1 Accession Agreement or for the validity and enforceability of this Additional Facility AE1 Accession Agreement. 0096349-0000005 BK:23897104.3

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AE Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AE Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AE Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AE Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AE Accession Agreement or for the validity and enforceability of this Additional Facility AA Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AF Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AF Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AF Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AF Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AF Accession Agreement or for the validity and enforceability of this Additional Facility AF Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AX Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below4; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AX Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AX Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, UPC Financing, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, UPC Financing, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AX Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AP Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AP Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AP Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AP Accession Agreement. 60452810_12 (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AP Accession Agreement or for the validity and enforceability of this Additional Facility AP Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AO Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AO Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AO Accession Agreement or the confirmation described in paragraph 4 below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AO Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AO Accession Agreement or for the validity and enforceability of this Additional Facility AO Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AH Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (ii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AH Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AH Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AH Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AH Accession Agreement or for the validity and enforceability of this Additional Facility AH Accession Agreement. 0096349-0000005 BK:23531309.3

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy of the shareholders' resolution of each Obligor: (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 AM Accession Agreement and (in the case of each of UPC Broadband and UPC Financing) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor Agreement)Security Deed) resolving that it execute the confirmation described at paragraph 4 4(a) below; and (iii) (in the case of UPC Broadband and UPC Financing) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 AM Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(a) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 AM Accession Agreement or the confirmation described in paragraph 4 4(a) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 AM Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Additional Facility AM Accession Agreement or for the validity and enforceability of this Additional Facility AM Accession Agreement.

Authorisations. (a) A copy of a resolution of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' ’ resolution is required, a copy of the shareholders' ’ resolution of each Obligor (and, to the extent they are not also an Obligor:, each Charging Entity): (i) approving the terms of and the transactions contemplated by this Additional Facility AV2 Accession Agreement and (in the case of each of UPC Broadband and UPC FinancingBroadband) resolving that it execute the same (and, in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) resolving that it execute the confirmation described at paragraph 4 4(b) below; and (ii) (in the case of UPC Broadband and UPC FinancingBroadband) authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement on its behalf and (in the case of the Guarantors and the Charging Entities (as defined in the Intercreditor AgreementSecurity Deed)) authorising the issuance of a power of attorney to a specified person or persons to execute the confirmation described in paragraph 4 4(b) below. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 Accession Agreement or the confirmation described in paragraph 4 4(b) below (as appropriate). (c) A certificate of an authorised signatory of UPC Broadband, each Guarantor and each Charging Entity certifying that each copy document specified in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity (respectively) is correct, complete and in full force and effect as at a date no earlier than the date of this Additional Facility AV2 Accession Agreement. (d) A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified UPC Broadband is necessary in connection with the entry into and performance of, and the transactions contemplated by, this Agreement or for the validity and enforceability of this Agreement.

Authorisations. (a) A Certified true copy of a resolution resolutions of the board of managing and, to the extent applicable, board of supervisory directors (or equivalent) and, to the extent that a shareholders' resolution is required, a copy Board of the shareholders' resolution of each ObligorBorrower: (i) approving the terms of and execution of, and the transactions contemplated by this Additional the Facility AV2 Accession Agreement and Documents. (in ii) authorising, the case affixation of each of UPC Broadband and UPC Financing) resolving that it the common seal on the Facility Documents, and/or a director or directors or other authorised executives to execute the same Facility Documents and to do all things incidental thereto, including but not limited, to signing and/or dispatch of all documents and notices to be signed and/or dispatched by it under or in connection with the Facility Documents. (and, iii) taking on record the transactions contemplated under the Loan Agreement (including these General Conditions) by the Borrower on the date hereof. (iv) approving the borrowings contemplated by the Loan Agreement (including these General Conditions) and creation of Security on the Borrower’s assets in accordance with the case provisions of the Guarantors Loan Agreement (including these General Conditions) and Charging Entities (as defined in the Intercreditor Agreement)) resolving that it execute the confirmation described at paragraph 4 belowSecurity Documents; and (iiv) Certified true copy of the resolution of the shareholders of the Borrower under Section 180 (1) (in c) of the case of UPC Broadband and UPC Financing) Companies Act, 2013 authorising the issuance of a power of attorney to a specified person or persons to execute this Additional Facility AV2 Accession Agreement on its behalf and (borrowings in the case terms of the Guarantors and Facility Documents. (vi) Certified true copy of the Charging Entities resolution of the shareholders of the Borrower under Section 180 (as defined in 1) (a) of the Intercreditor Agreement)) Companies Act, 2013 authorising the issuance creation of a power security in terms of attorney to a specified person or persons to execute the confirmation described in paragraph 4 belowFacility Documents. (b) A specimen of the signature of each person authorised pursuant to its constitutional documents or to the power of attorney referred to in paragraph (a) above to sign this Additional Facility AV2 Accession Agreement or the confirmation described in paragraph 4 below (as appropriate)Duly stamped and registered Security Documents. (c) A Chartered accountant’s certificate confirming that the Facility under the Loan Agreement would not cause any borrowing limits binding on the Borrower to be exceeded. (d) Standing irrevocable instructions given to the Acquiring Bank for crediting the Designated Account of the Lender with the Daily Settlement Amount, a copy of such instructions being made available to the Lender and executing such agreements / deeds / documents as may be required by the Lender. (e) Installed EDC terminal for acceptance of credit / debit card payments by its customers. (f) Certified true copy of the charter documents including but not limited to memorandum and articles of association of the Borrower. (g) Facility Documents duly executed on requisite stamp paper, as may be required by the Lender. (h) Provide requisite no objection certificates / ceding charge letters from existing lenders, if any, to be provided by the Borrower to the Lender, for the creation of a first charge in favour of Lender. (i) Declaration that neither the Borrower nor its directors, partners or proprietor are on the defaulters/negative list of Reserve Bank of India (“RBI”). (j) Duly executed Demand Promissory Note in format set out in Annexure 3 hereto. (k) Certificate from the managing director or principal officer or director or partners or proprietor of the Borrower certifying that the borrowing of the Facility would not cause, or result in, any breach of any agreement that the Borrower is a party to, or oblige it to create any security in favour of any person (other than in the manner stipulated in the Facility Documents); (l) Financial statements of the Borrower for the last 2 (two) fiscal years. (m) Credit card and / or debit card statements representing the credit and / or debit card transactions for last 24 (twenty-four) months. (n) Satisfactory evidence of payment of all registration fees, legal fees, duties including stamp duty, costs, fees, etc. payable by the Borrower on the Facility Documents. (o) 5 (five) duly signed, undated and crossed blank cheques along with the covering letter in favour of the Lender for an amount not exceeding such amount as more particularly provided in the Loan Summary Schedule, which can be deposited by the Lender in case of an Event of Default or any default in terms of the Loan Agreement / these General Conditions. (p) Certificates duly signed and executed by its director/ authorised signatory signatory, partners, proprietor certifying that: (a) the Borrower is in compliance with all Applicable Laws as on the Effective Date of UPC Broadband, each Guarantor Drawdown of the Facility; (b) all representations and each Charging Entity certifying that each copy document specified warranties of the Borrower are true and correct in this Schedule and supplied by UPC Broadband, each Guarantor and each Charging Entity is correct, complete and all respects with the same being in full force and effect as at a date no earlier than on the date such representations and warranties are made and on the Effective Date; (c) no event has occurred which could result in Material Adverse Effect on the Borrower and / or the Guarantor (if any), or result in an Event of this Additional Default or Potential Event of Default as on the Effective Date and on each Interest Payment Date; (d) the Borrower has obtained all such licenses, approvals, consents and Authorisations so as to enter into the Loan Agreement (including these General Conditions). (q) The Borrower shall have obtained a no objection letter under section 281 of the Income Tax Act, 1961; (r) The Borrower shall have communicated to the Lender its Tax Deduction Account Number. (s) The Borrower shall have put in place with the Acquiring Bank adequate and valid measures to credit the Designated Account with the Daily Settlement Amount; and (t) Such other documents as Lender may reasonably request. 1. The Borrower is validly existing under the laws of its incorporation / constitution. The Borrower has the capacity and the authority to own its assets and to conduct its business; and to enter into the Loan Agreement (including these General Conditions) and each of the Facility AV2 Accession AgreementDocuments to which it is a party and to exercise its rights and perform their obligations and all actions required to authorize the execution of the Loan Agreement (including these General Conditions) and each of the Facility Documents to which it is a party to and its performance of its obligations under the Loan Agreement / these General Conditions or thereunder have been duly taken. All acts, conditions and things required to be done, fulfilled, and performed in order to make each of the Facility Documents valid and admissible in evidence in India have been done, fulfilled and performed. The obligations expressed to be assumed by the Borrower in each of the Facility Documents are legal and valid obligations binding on them in accordance with the terms thereof.