Common use of Debt Pushdown Clause in Contracts

Debt Pushdown. 120 (a) Bidco shall procure that any outstandings under the: (i) Term Facilities are repaid pursuant to: (A) an increase in Commitments (as defined in and) in accordance with clause 2.2 (Increase) of the Refinancing Facilities Agreement; or (B) an Additional Facility (as defined in and) in accordance with clause 2.4 (Additional Facilities) and clause 2.6 (Acquisition Facilities Refinancing), in each case, of the Refinancing Facilities Agreement, and that all of the commitments in relation to such facilities are cancelled in full; and (iI) the Revolving Facility (or an Additional Facility which is a revolving facility) are repaid pursuant to an Revolving Facility Refinancing Advance and that all of the Available Commitments in relation to the Revolving Facility are cancelled in full, (together, the “Debt Pushdown”) in each case, as soon as reasonably practicable following the Full Ownership Date provided that the completion of the Debt Pushdown shall be subject to obtaining positive or neutral works council advice (advies) (unconditional or with conditions acceptable to Bidco). (b) If following the Settlement Date and Post Acceptance Period (as each such term is defined in the Ziggo Acquisition Agreement) Liberty Global plc directly or indirectly owns shares in Ziggo N.V. representing at least 80 per cent. of the outstanding shares in Ziggo N.V., Bidco shall use commercially reasonable endeavours to implement and complete the Asset Sale and Liquidation, a statutory squeeze out or any other method to procure that the Full Ownership Date occurs as soon as reasonably practicable following the expiry of the Settlement Date and Post Acceptance Period (as each such terms are defined in the Ziggo Acquisition Agreement) provided that Bidco shall not have any obligation under this Clause if: (i) any minority shareholder in Ziggo N.V. has commenced or threatened to commence any litigation or other proceedings before any court, arbitral body, agency or other administrative body (“Proceedings”) in relation to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b); (ii) Bidco is of the opinion that a minority shareholder in Ziggo N.V. or any other person may commence Proceedings in relation to the matters referred to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b); (iii) there are material legal risks in complying with any such obligation or if complying with any such obligation would result in a breach of any fiduciary duty applicable to the management of Bidco or Ziggo Parent; or (iv) the Asset Sale (as defined in the Ziggo Acquisition Agreement) is terminated in accordance with its terms. (c) If and to the extent that Bidco believes that the Asset Sale and Liquidation cannot be implemented, it will notify the Facility Agent accordingly. (d) The Parties acknowledge that Bidco may implement any method to procure that the Full Ownership Date occurs (irrespective of the amount of time that such method may take, and notwithstanding that another method may take less time, to cause the Full Ownership Date to occur) in its absolute discretion and that such obligations may take a significant amount of time as indicated in the Structure Memorandum. (e) In this Clause “Asset Sale and Liquidation” has the meaning given to that term in the original form of the Ziggo Acquisition Agreement.

Debt Pushdown. 120 (a) Bidco The Parent shall procure that any outstandings under the: (i) Term Facilities US$ B4 Facility, the EUR B4 Facility and any Bidco Additional Facility are repaid pursuant to: (A) an increase in Commitments (as defined in and) in accordance with clause Clause 2.2 (Increase) of the Refinancing Facilities Agreement); or (B) an Additional Facility (as defined in and) in accordance with clause Clause 2.4 (Additional Facilities) and clause Clause 2.6 (Acquisition Facilities Refinancing), in each case, of the Refinancing Facilities Agreement, and that all of the commitments in relation to such facilities are cancelled in full; and (iIii) the Revolving RCF2 Facility (or an Additional Facility which is a revolving facility) are repaid pursuant to an Revolving RCF2 Facility Refinancing Advance and that all of the Available Commitments available commitments in relation to the Revolving RCF2 Facility are cancelled in full, (together, the “Debt Pushdown”) in each case, as soon as reasonably practicable following the Full Ownership Date provided that the completion of the Debt Pushdown shall be subject to obtaining positive or neutral works council advice (advies) (unconditional or with conditions acceptable to Bidcothe Parent). (b) If following the Settlement Date and Post Acceptance Period (as each such term is defined in the Ziggo Acquisition Agreement) Liberty Global plc directly or indirectly owns shares in Ziggo N.V. representing at least 80 per cent. of the outstanding shares in Ziggo N.V., Bidco the Parent shall use commercially reasonable endeavours to implement and complete the Asset Sale and Liquidation, a statutory squeeze out or any other method to procure that the Full Ownership Date occurs as soon as reasonably practicable following the expiry of the Settlement Date and Post Acceptance Period (as each such terms are term is defined in the Ziggo Acquisition Agreement) provided that Bidco the Parent shall not have any obligation under this Clause if: (i) any minority shareholder in Ziggo N.V. has commenced or threatened to commence any litigation or other proceedings before any court, arbitral body, agency or other administrative body (“Proceedings”) in relation to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b); (ii) Bidco the Parent is of the opinion that a minority shareholder in Ziggo N.V. or any other person may commence Proceedings in relation to the matters referred to the Asset Sale and Liquidation, a statutory squeeze out or any other method used or proposed to be used to procure that the Full Ownership Date occurs or any other matters referred to in this paragraph (b); (iii) there are material legal risks in complying with any such obligation or if complying with any such obligation would result in a breach of any fiduciary duty applicable to the management of Bidco or Ziggo the Parent; or (iv) the Asset Sale (as defined in the Ziggo Acquisition Agreement) is terminated in accordance with its terms. (c) If and to the extent that Bidco the Parent believes that the Asset Sale and Liquidation cannot be implemented, it will notify the Facility Agent accordingly. (d) The Parties acknowledge that Bidco the Parent may implement any method to procure that the Full Ownership Date occurs (irrespective of the amount of time that such method may take, and notwithstanding that another method may take less time, to cause the Full Ownership Date to occur) in its absolute discretion and that such obligations may take a significant amount of time as indicated in the Structure Memorandum. (e) In this Clause “Asset Sale and Liquidation” has the meaning given to that term in the original form of the Ziggo Acquisition Agreement.