Telewest Limited

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A).ALL AMOUNTS PAYABLE TO CIBC WORLD MAR KETS PLC AS SECURITY TRUSTEE TO THE EXTE NT ONLY OF THE AMOUNT PAYABLE TO THE SEC URITY TRUSTEE (FOR ITS OWN ACCOUNT) PURS UANT TO THE AGREEMENT OR ANY OF THE SECU RITY TRUSTEE SECURITY DOCUMENTS IN RELAT ION TO THE PERIOD UP TO AND INCLUDING IT S RETIREMENT AS SECURITY TRUSTEE PURSUAN T TO THE PROVISIONS OF THE INTERCREDITOR DEED AND ALL AMOUNTS PAYABLE TO ANY OTH ER PERSON WHO MAY BE APPOINTED AS SECURI TY TRUSTEE PURSUANT TO THE PROVISIONS OF THE INTERCREDITOR DEED TO THE EXTENT ON LY OF THE AMOUNTS PAYABLE TO THE SECURIT Y TRUSTEE (FOR ITS OWN ACCOUNT) PURSUANT TO THE AGREEMENT OR ANY OF THE SECURITY TRUSTEE SECURITY DOCUMENTS IN RELATION TO THE PERIOD UP TO AND INCLUDING ITS RE TIREMENT AS SECURITY TRUSTEE PURSUANT TO THE PROVISIONS OF THE INTERCREDITOR DEE D; (B) ALL INDEBTEDNESS COVENANTED TO BE PAID OR DISCHARGED BY ALL OR ANY OF THE CHARGORS TO ALL OR ANY OF THE FINANCE P ARTIES UNDER THE SENIOR DOCUMENTS; (C) A LL INDEBTEDNESS COVENANTED TO BE PAID OR DISCHARGED BY ALL OR ANY OF THE CHARGOR S TO THE HEDGE COUNTERPARTIES UNDER THE HEDGING ARRANGEMENTS; (D) ALL INDEBTEDNE SS OF THE LESSEES TO THE LESSORS (OR ANY OF THEM) UNDER THE LEASE DOCUMENTS; AND (E) ALL FINANCIAL OBLIGATIONS DUE TO CR OSBY UNDER THE CROSBY DOCUMENTS

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

EACH AND EVERY LIABILITY WHICH THE COMPA NY MAY ON OR AFTER 31ST DECEMBER 1997 HA VE TO THE CHARGEE (WHETHER SOLELY OR JOI NTLY WITH ONE OR MORE PERSONS AND WHETHE R AS PRINCIPAL OR AS SURETY) UNDER OR PU RSUANT TO THE OPERATIVE DOCUMENTS (INCLU DING THE DEBENTURE) AND PAY TO THE CHARG EE WHEN DUE AND PAYABLE EVERY SUM (OF PR INCIPAL INTEREST OR OTHERWISE) ON OR AFT ER 31ST DECEMBER 1997 OWING DUE OR INCUR RED BY THE COMPANY TO THE CHARGEE IN RES PECT OF ANY SUCH LIABILITIES (THE SECURE D OBLIGATIONS)

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