Virgin Media Communications Limited

IN RESPECT OF EACH PLEDGOR ALL OBLIGATIO NS OWING TO THE SECURED PARTIES OR TO TH E SECOND SECURITY TRUSTEE (WHETHER FOR I TS OWN ACCOUNT OR AS TRUSTEE FOR THE SEC URED PARTIES) BY SUCH PLEDGOR UNDER OR P URSUANT TO THE FINANCE DOCUMENTS WHETHER PRESENT OR FUTURE ACTUAL OR CONTINGENT (AND WHETHER INCURRED BY SUCH PLEDGOR AL ONE OR JOINTLY AND WHETHER AS PRINCIPAL OR SURETY OR IN SOME OTHER CAPACITY) INC LUDING ANY LIABILITY IN RESPECT OF ANY F URTHER ADVANCES MADE BY THE SECURED PART IES UNDER THE FINANCE DOCUMENTS WHETHER PRESENT OR FUTURE ACTUAL OR CONTINGENT ( AND WHETHER INCURRED SOLELY OR JOINTLY A ND WHETHER AS PRINCIPAL OR AS SURETY OR IN SOME OTHER CAPACITY)

All monies

ALL OF THE OBLIGATIONS DUE OR TO BECOME DUE FROM THE OBLIGORS (AS DEFINED) TO TH E CHARGEE AS SECURITY TRUSTEE FOR THE SE CURED PARTIES (AS DEFINED) UNDER THE FIN ANCE DOCUMENTS (AS DEFINED) (INCLUDING T HE ACCOUNT CHARGE) ON ANY ACCOUNT WHATSO EVER LIMITED TO THE MAXIMUM AMOUNT OF TH E DEPOSIT (AS DEFINED)

All monies

All monies

All monies

All monies

EACH AND EVERY LIABILITY OF THE COMPANY TO THE SECURITY TRUSTEE WHETHER FOR ITS OWN ACCOUNT OR AS TRUSTEE FOR THE BENEFI CIARIES (AS DEFINED) OR ANY OF THE OTHER BENEFICIARIES UNDER OR PURSUANT TO THE SECOND AMENDMENT AGREEMENT (AS DEFINED) OR THE FACILITY DOCUMENTS (AS DEFINED)

All monies

£350,000 DUE OR TO BECOME DUE FROM THE C OMPANY (FORMERLY KNOWN AS DE FACTO 72 LI MITED) TO THE CHARGEE