Common use of Existing Encumbrances and Indebtedness Clause in Contracts

Existing Encumbrances and Indebtedness. Evidence satisfactory to the Facility Agent that all Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10 (Existing Encumbrances) have been released or discharged within 10 Business Days. 245 SCHEDULE 3 PART 3 - FORM OF OFFICER’S CERTIFICATE To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Xxxxx International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a [Director/General Partner/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/”Partnership”]) CERTIFY without personal liability, that:

Existing Encumbrances and Indebtedness. Evidence satisfactory to the Facility Agent that all Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10 (Existing Encumbrances) have been released or discharged within 10 Business Days. 245 246 SCHEDULE 3 PART 3 - FORM OF OFFICER’S CERTIFICATE To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Xxxxx International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a [Director/General Partner/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/”Partnership”]) CERTIFY without personal liability, that:

Existing Encumbrances and Indebtedness. Evidence satisfactory to the Facility Agent that all Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10 (Existing Encumbrances) have been released or discharged within 10 Business Days. 245 240 SCHEDULE 3 PART 3 - FORM OF OFFICER’S CERTIFICATE To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Xxxxx International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a [Director/General Partner/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/”Partnership”]) CERTIFY without personal liability, that:

Existing Encumbrances and Indebtedness. Evidence satisfactory to the Facility Agent that all Existing Encumbrances set out in Section 1A of Part 1 of Schedule 10 (Existing Encumbrances) have been released or discharged within 10 Business Days. 245 SCHEDULE 3 PART 3 - FORM OF OFFICER’S CERTIFICATE To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Xxxxxxx Xxxxx International, X.X. Xxxxxx PLC, Lloyds TSB Corporate Markets, Xxxxxxx Xxxxx International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a [Director/General Partner/Partner/Officer] of [name of Obligor] of [address] (the [“Company”/”PartnershipCompany”/“Partnership”]) CERTIFY without personal liability, that: