Common use of Overriding Principle Clause in Contracts

Overriding Principle. (a) The parties agree that the overriding intention is for security in respect of the Foreign Guarantors only to be granted over: (i) its material bank accounts (without control over use); (ii) its tangible movable property; (iii) its real property; (iv) structural intra-group receivables owed by such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party; (v) intellectual property owned by such Foreign Guarantor; (vi) its insurance policies; (vii) trade receivables owed to such Foreign Guarantor; (viii) the shares owned in such Foreign Guarantor by its direct holding company provided that such direct holding company is also a Loan Party and shares owned by such Foreign Guarantor in its direct subsidiaries; (ix) its goodwill and uncalled capital; and (x) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from any Foreign Guarantor with a practical equivalent of an English law floating charge except for any Excluded Assets (as defined in the Guarantee and Collateral Agreement) to the extent customarily excluded from the floating charge in the applicable jurisdiction; (this clause (a), the “Overriding Principle”). (b) Where security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. (b) The parties agree that the overriding intention intention, subject to paragraph (a) above, is for security in respect of the Foreign Guarantors only to be granted over:by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19 (iA) its material bank accounts Required Accounts (without control over useuse prior to a Default); (iiB) its tangible movable moveable property; (iiiC) its real property; (iv) structural intra-group receivables owed by to such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Note Party; (vD) intellectual property owned by such Foreign GuarantorNote Party; (viE) its insurance policies; (viiF) account and trade receivables owed to such Foreign GuarantorNote Party; (viiiG) the shares and/or quotas owned in such Foreign Guarantor Note Party by its direct holding company provided that such direct holding company is also a Loan Note Party and shares owned by such Foreign Guarantor Note Party in its direct subsidiaries; (ixH) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; and; (xJ) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge except for any Excluded Assets charge; (as defined K) ▇▇▇▇ claims, investments and contractual claims against third parties; and (L) in the Guarantee and Collateral Agreementcase of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) to the extent customarily excluded from the floating charge in the applicable jurisdiction; over corporate mortgage registrations (this clause Sw. företagsinteckingar). (a), the “Overriding Principle”)) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset. (c) Without prejudice to paragraph (b) Where security is above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Guarantor Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (in connection with its joinder comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the Loan Documents as a Loan Party) pursuant to, and in accordance withbenefit accruing to the Holders of obtaining such security interest, the Overriding Principle, Foreign Note Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.relevant asset. #96405991v19

Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. (b) The parties agree that the overriding intention intention, subject to paragraph (a) above, is for security in respect of the Foreign Guarantors only to be granted over:by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96393093v27 (iA) its material bank accounts Required Accounts (without control over useuse prior to a Default); (iiB) its tangible movable moveable property; (iiiC) its real property; (iv) structural intra-group receivables owed by to such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Note Party; (vD) intellectual property owned by such Foreign GuarantorNote Party; (viE) its insurance policies; (viiF) account and trade receivables owed to such Foreign GuarantorNote Party; (viiiG) the shares and/or quotas owned in such Foreign Guarantor Note Party by its direct holding company provided that such direct holding company is also a Loan Note Party and shares owned by such Foreign Guarantor Note Party in its direct subsidiaries; (ixH) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Note Party, its goodwill and uncalled capital; and; (xJ) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge except for any Excluded Assets charge; (as defined K) ▇▇▇▇ claims, investments and contractual claims against third parties; and (L) in the Guarantee and Collateral Agreementcase of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) to the extent customarily excluded from the floating charge in the applicable jurisdiction; over corporate mortgage registrations (this clause Sw. företagsinteckingar). (a), the “Overriding Principle”)) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset. (c) Without prejudice to paragraph (b) Where security is above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (d) In addition, for the avoidance of doubt, no Foreign Guarantor Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (in connection with its joinder comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the Loan Documents as a Loan Party) pursuant to, and in accordance withbenefit accruing to the Holders of obtaining such security interest, the Overriding Principle, Foreign Note Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.relevant asset. #96393093v27

Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes in accordance with the Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in the United Kingdom, the Netherlands, Sweden, Switzerland and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction. (b) The parties agree that the overriding intention intention, subject to paragraph (a) above, is for security in respect of the Foreign Guarantors only to be granted overby or in relation to: (i) CCO International Holdings B.V. (the “Parent”) over: (A) its shares in the capital of the Issuer; and (B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”); (ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower); (iii) the Issuer and any Collateral Subsidiary over its material bank accounts (without control over useuse unless a Declared Default is continuing); (ii) its tangible movable property; (iii) its real property;; and (iv) structural intra-group receivables owed by any holding company of a Collateral Subsidiary (whether or not such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party; (vGuarantor) intellectual property owned by such Foreign Guarantor; (vi) over its insurance policies; (vii) trade receivables owed to such Foreign Guarantor; (viii) the shares owned in such Foreign Guarantor by its direct holding company provided that such direct holding company is also a Loan Party and shares owned by such Foreign Guarantor in its direct subsidiaries; Collateral Subsidiary, (ix) its goodwill and uncalled capital; and (x) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from any Foreign Guarantor with a practical equivalent of an English law floating charge except for any Excluded Assets (as defined in the Guarantee and Collateral Agreement) to the extent customarily excluded from the floating charge in the applicable jurisdiction; (this clause (a), the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group or in relation to any other asset unless specifically otherwise requested or agreed to by the Issuer (in its absolute discretion). (b) Where security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.

Overriding Principle. (a) The guarantees and security to be provided in respect of the Loan Documents in accordance with these Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in England and Wales, the Netherlands, Sweden and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction. (b) The parties agree that the overriding intention intention, subject to paragraph (a) above, is for security in respect of the Foreign Guarantors only to be granted overby or in relation to: (i) the Parent over: (A) its shares in the capital of the Borrower; and (B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Borrower or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”); (ii) the Borrower over any Structural Intercompany Receivables between the Borrower (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower); (iii) the Borrower and any Collateral Subsidiary over its material bank accounts (without control over useuse unless a Declared Default is continuing); (ii) its tangible movable property; (iii) its real property;; and (iv) structural intra-group receivables owed by any holding company of a Collateral Subsidiary (whether or not such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party; (vGuarantor) intellectual property owned by such Foreign Guarantor; (vi) over its insurance policies; (vii) trade receivables owed to such Foreign Guarantor; (viii) the shares owned in such Foreign Guarantor by its direct holding company provided that such direct holding company is also a Loan Party and shares owned by such Foreign Guarantor in its direct subsidiaries; Collateral Subsidiary, (ix) its goodwill and uncalled capital; and (x) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from any Foreign Guarantor with a practical equivalent of an English law floating charge except for any Excluded Assets (as defined in the Guarantee and Collateral Agreement) to the extent customarily excluded from the floating charge in the applicable jurisdiction; (this clause (a), the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group or in relation to any other asset unless specifically otherwise requested or agreed to by the Borrower (in its absolute discretion). (b) Where security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.

Overriding Principle. (aq) The guarantees and security to be provided in respect of the Agreement by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions. #96339085v15 (r) The parties agree that the overriding intention intention, subject to paragraph (a) above, is for security in respect of the Foreign Guarantors only to be granted over:by, and shall be limited, to a Foreign Loan Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): (iA) its material bank accounts Required Accounts (without control over useuse prior to a Default); (iiB) its tangible movable moveable property; (iiiC) its real property; (iv) structural intra-group receivables owed by to such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party; (vD) intellectual property owned by such Foreign GuarantorLoan Party; (viE) its insurance policies; (viiF) account and trade receivables owed to such Foreign GuarantorLoan Party; (viiiG) the shares and/or quotas owned in such Foreign Guarantor Loan Party by its direct holding company provided that such direct holding company is also a Loan Party and shares owned by such Foreign Guarantor Loan Party in its direct subsidiaries; (ixH) fee owned real property having a fair market value in excess of $10,000,000; (I) in the case of an English Loan Party, its goodwill and uncalled capital; and; (xJ) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from an English Loan Party and any other Foreign Loan Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge except for any Excluded Assets charge; (as defined K) ▇▇▇▇ claims, investments and contractual claims against third parties; and (L) in the Guarantee and Collateral Agreementcase of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) to the extent customarily excluded from the floating charge in the applicable jurisdiction; over corporate mortgage registrations (this clause (aSw. företagsinteckingar), (the “Overriding Principle”)) and that no other security shall be required to be given by any other Foreign Loan Party or any other person or in relation to any other asset. (s) Without prejudice to paragraph (b) Where security is above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset. (t) In addition, for the avoidance of doubt, no Foreign Guarantor Loan Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Loan Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (in connection with its joinder comité social et économique) to be delivered (or deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Company and the Required Lenders that the applicable time and cost of obtaining such opinion would be disproportionate to the Loan Documents as a Loan Party) pursuant to, and in accordance with#96339085v15 benefit accruing to the Lenders of obtaining such security interest, the Overriding Principle, Foreign Loan Party incorporated in France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documentsrelevant asset.