Common use of Order of Application Clause in Contracts

Order of Application. (a) The amount of each prepayment of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilities: (i) first pro rata between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (ii) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. Any repayment made pursuant to paragraph (a) The amount of each prepayment Clause 12.1 (Voluntary Prepayment) in respect of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applieda Term Facility Advance shall, subject to any requirements described in the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Agreement first to apply amounts in prepayment of the Existing FacilitiesClause 12.3, be applied either: (i) first to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata between outstanding Advances other than Advances that can to the respective Term Facility Outstandings; in relation to each Facility such prepayment shall be prepaid and re-borrowed applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (andii) if the Borrower so elects, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if applicablethe prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, against to the Repayment Instalments Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relevant Additional Facility or Additional Facilities in relative amounts of such order as may be specified by UPC Broadband)Scheduled Repayments; and (iiB) second against outstanding second, to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances that can be repaid or voluntarily prepaid and re-borrowed, any Incremental Term Facility Advances pro rata between to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in all remaining Scheduled Repayments of such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how respective amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) abovesuch Scheduled Repayments.

Order of Application. Any repayment made pursuant to paragraph (a) The amount of each prepayment Clause 12.1 (Voluntary Prepayment) in respect of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applieda Term Facility Advance shall, subject to any requirements described in the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Agreement first to apply amounts in prepayment of the Existing FacilitiesClause 12.3, be applied either: (i) first to the prepayment of A Facility Advances, D1 Facility Advances, D2 Facility Advances and any Incremental Term Facility Advances pro rata between outstanding Advances other than Advances that can to the respective Term Facility Outstandings; in relation to each Facility such prepayment shall be prepaid and re-borrowed applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (andii) if the Borrowers so elect, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if applicablethe prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, against to the Repayment Instalments Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relevant Additional Facility or Additional Facilities in relative amounts of such order as may be specified by UPC Broadband)Scheduled Repayments; and (iiB) second against outstanding second, to the prepayment of A Facility Advances, D1 Facility Advances, D2 Facility Advances that can be repaid or voluntarily prepaid and re-borrowed, any Incremental Term Facility Advances pro rata between to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in all remaining Scheduled Repayments of such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how respective amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) abovesuch Scheduled Repayments.

Order of Application. (a) The Subject to Clause 13.10(c) (Facility C Call protection): (i) the amount of each prepayment of the Facilities made under Clauses 7.5(aClause 7.5 (a), Clause 7.5(b), Clause 7.5(c)(i)(A), 7.5(c)(ii)(A) 7.5(d)(i)(A) and (c7.5(d)(ii)(A) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference SharesNet Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilitiesunless otherwise stated: (iA) first first, pro rata between outstanding Facility B Advances other than and Facility C Advances that can be prepaid (and re-borrowed (and, if applicable, pro rata against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (iiB and Facility C respectively) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility B Commitments and Total Facility C Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional the relevant Facility).; and (bB) The second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 13.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of the Additional Facilities made under clause 7.6A(a)(i)(A), 7.6A(a)(ii), 7.6A(b)(i)(A) and 7.6A(b)(ii) (Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) first, pro rata between outstanding Facility B Advances and Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.6 7.3 (Voluntary prepayment), as a result of the application of the proceeds of the Additional Facility in accordance with Clause 22.12(b)(ii) (Restrictions on Financial Indebtedness); and (B) outstanding Facility B Advances made under Clause 7.5(c)(i)(B), 7.5(c)(ii)(B), 7.5(d)(i)(C) and 7.5(d)(ii)(C) (Mandatory prepayment from disposal Excess Cash Flow and Net Equity Proceeds) and Clauses 7.6A(a)(i)(B) and 7.6A(b)(i)(B) (Mandatory prepayment from Third Party Debt proceeds) ), shall be applied against applied: I. (in the Additional Facilities in such proportion as may be specified to the case of Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional B or Facility pro rata (and, if applicable, C) against the Repayment Instalments for the relevant Additional Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Additional Facilities Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all the Facility A Advances pro rata or against such order Facility A Advances as UPC Distribution may be specified by UPC Broadbanddesignate in the Cancellation Notice delivered under Clause 7.3 (Voluntary prepayment). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. (a) The Subject to Clause 7.10(c) (Facility C Call protection): (i) the amount of each prepayment of the Facilities made under Clauses Clause 7.5(a), Clause 7.5(b) and (cClause 7.5(c)(i) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference SharesNet Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilitiesunless otherwise stated: (iA) first first, pro rata between outstanding Facility B Advances other than and Facility C Advances that can be prepaid (and re-borrowed (and, if applicable, pro rata against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (iiB and Facility C respectively) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility B Commitments and Total Facility C Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional the relevant Facility).; and (bB) The second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of the Additional Facilities made under clause 7.6A (Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) first, pro rata between outstanding Facility B Advances and Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.6 7.3 (Voluntary prepayment), as a result of the application of the proceeds of an Additional Facility; and (B) outstanding Facility B Advances made under Clause 7.5(c)(iii) (Mandatory prepayment from disposal proceeds) Excess Cash Flow and Net Equity Proceeds), shall be applied against applied: I. (in the Additional Facilities in such proportion as may be specified to the case of Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional B or Facility pro rata (and, if applicable, C) against the Repayment Instalments for the relevant Additional Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Additional Facilities Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all the Facility A Advances pro rata or against such order Facility A Advances as UPC Broadband may be specified by UPC Broadbanddesignate in the Cancellation Notice delivered under Clause 7.3 (Voluntary prepayment). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. (a) The Subject to Clause 7.10(c) (Facility C Call protection): (i) the amount of each prepayment of the Facilities made under Clauses 7.5(aClause 7.5 (a), Clause 7.5(b), Clause 7.5(c)(i)(A), 7.5(c)(ii)(A) 7.5(d)(i)(A) and (c7.5(d)(ii)(A) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference SharesNet Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilitiesunless otherwise stated: (iA) first first, pro rata between outstanding Facility B Advances other than and Facility C Advances that can be prepaid (and re-borrowed (and, if applicable, pro rata against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (iiB and Facility C respectively) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility B Commitments and Total Facility C Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional the relevant Facility).; and (bB) The second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of the Additional Facilities made under clause 7.6A(a)(i)(A), 7.6A(a)(ii), 7.6A(b)(i)(A) and 7.6A(b)(ii) (Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) first, pro rata between outstanding Facility B Advances and Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.6 7.3 (Voluntary prepayment), as a result of the application of the proceeds of the Additional Facility in accordance with Clause 16.12(b)(ii) (Restrictions on Financial Indebtedness); and (B) outstanding Facility B Advances made under Clause 7.5(c)(i)(B), 7.5(c)(ii)(B), 7.5(d)(i)(C) and 7.5(d)(ii)(C) (Mandatory prepayment from disposal Excess Cash Flow and Net Equity Proceeds) and Clauses 7.6A(a)(i)(B) and 7.6A(b)(i)(B) (Mandatory prepayment from Third Party Debt proceeds) ), shall be applied against (in the Additional Facilities in such proportion as may be specified to the case of Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional B or Facility pro rata (and, if applicable, C) against the Repayment Instalments for the relevant Additional Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Additional Facilities in such order Facility C Repayment Date (as may be specified by UPC Broadbandapplicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. All amounts paid to the Applicable Representative or the Additional Secured Applicable Representative pursuant to this Agreement for application in accordance with this Clause 18 shall, subject to the terms hereof: 1. first: (a) The amount be applied by the Applicable Representative against each Series of each prepayment Senior Obligations (other than any Additional Secured Obligations) under the First Lien Intercreditor Agreement (on a rateable basis in accordance with the amounts of such Series of Senior Obligations and the terms of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilities: (i) first pro rata between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadbandapplicable Senior Finance Documents); and (iib) second the HY Noteholders Trustee for application towards the HY Noteholders Trustee Amounts which are then due, all such amounts to be payable to the Applicable Representative and the HY Noteholders Trustee on a pari passu basis; 2. second, be applied by the Additional Secured Applicable Representative against outstanding Advances that can be repaid or voluntarily prepaid each Series of Additional Secured Obligations (on a rateable basis in accordance with the amounts of such Series of Additional Secured Obligations and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation the terms of the Total applicable Additional Facility Commitments (pro rata between the Additional Facility Commitments Secured Documents); and 3. third, after discharge in full of the Lenders under each Additional Facility). Senior Obligations, any surplus shall, subject to Clause 18.2 (b) The amount of each prepayment Direction of the Additional Facilities made under Company), be paid to the relevant Subordinated Guarantor provided that to the extent any amounts were received from HY Creditors pursuant to Clause 7.6 6 (Mandatory prepayment from disposal proceedsSubordination) shall such surplus will be paid to each HY Noteholders Trustee to be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date relevant Series of HY Notes Obligations (on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied rateable basis in accordance with paragraph (a) abovethe amounts of such Series of HY Notes Obligations and the terms of the applicable HY Notes Documents).

Order of Application. Subject to Clause 12.2 (Prospective liabilities), all amounts from time to time received or recovered by the Collateral Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 12, the “Recoveries”) shall be held by the Collateral Agent on trust to apply them at any time as the Collateral Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 12), in the following order of priority: (a) The amount of each prepayment of in discharging any sums owing to the Facilities made under Clauses 7.5(aCollateral Agent (other than pursuant to Clause 13.3 (Parallel debt (Covenant to pay the Collateral Agent)), any Receiver or any Delegate; (b) and in discharging any other Creditor Representative Axxxxxx; (c) (Mandatory prepayment from Excess Cash Flow in discharging all costs and Relevant Convertible Preference Shares) shall be applied, subject to expenses incurred by any requirements described Pari Passu Creditor in this Agreement first to apply amounts in prepayment connection with any realisation or enforcement of the Existing FacilitiesTransaction Security taken in accordance with the terms of this Deed or any action taken at the request of the Collateral Agent under Clause 4.5 (Further assurance – Insolvency Event); (d) in payment or distribution pro rata to the relevant Pari Passu Creditor Representative (or Creditor if the Creditor is not represented by an agent, trustee or nominee)) on its own behalf and on behalf of the other Pari Passu Creditors for application towards: (i) first the Pari Passu Liabilities (in accordance with the terms of the relevant Pari Passu Debt Documents) on a pro rata basis between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Pari Passu Liabilities under separate Pari Passu Facility or Additional Facilities in such order as may be specified by UPC Broadband)Agreements; and (ii) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, the Pari Passu Liabilities (in each case accordance with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount terms of the relevant prepayment shall be applied in accordance with paragraph Pari Passu Debt Documents) on a pro rata basis between Pari Passu Liabilities under separate Pari Passu Notes Documents; on a pro rata basis between sub-paragraphs (ai) and (ii) above; (e) if none of the Debtors is under any further actual or contingent liability under any Finance Document in payment or distribution to any person to whom the Collateral Agent is obliged to pay or distribute in priority to any Debtor; and (f) the balance, if any, in payment or distribution to the relevant Debtor.

Order of Application. (a) The amount of each prepayment of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied: (a) first, pro rata between outstanding Facility D Advances with a corresponding permanent cancellation of the Total Facility D1 Commitments, Total Facility D2 Commitments, Total Facility D3 Commitments, Total Facility D4 Commitments and Total Facility D5 Commitments (pro rata between the Commitments of the Lenders under the relevant Facility D); and (b) second, once all outstanding Facility D Advances have been repaid or prepaid in full and all undrawn Facility D Commitments have been cancelled and subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilities: (i) first pro rata between outstanding Additional Facility Advances other than Additional Facility Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (ii) second against outstanding Additional Facility Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Additional Facility Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. (a) The Subject to Clause 7.10(c) (Facility C Call protection): (i) the amount of each prepayment of the Facilities made under Clauses Clause 7.5(a), Clause 7.5(b) and (c) (Mandatory Clause 7.5(c)(Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference SharesNet Equity Proceeds) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilitiesunless otherwise stated: (iA) first first, pro rata between outstanding Facility B Advances other than and Facility C Advances that can be prepaid (and re-borrowed (and, if applicable, pro rata against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (iiB and Facility C respectively) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility B Commitments and Total Facility C Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional the relevant Facility).; and (bB) The second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband).; and (ciii) If if UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph subparagraph (ba)(ii) above, the amount of the relevant prepayment shall be applied in accordance with paragraph subparagraph (aa)(i) above. (iv) the amount of each prepayment of: (A) the Facilities made under Clause 7.3 (Voluntary prepayment), as a result of the application of the proceeds of an Additional Facility; and (B) outstanding Facility B Advances made under Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds), shall be applied: I. (in the case of Facility B or Facility C) against the Repayment Instalments for the relevant Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all the Facility A Advances pro rata or against such Facility A Advances as UPC Broadband may designate in the Cancellation Notice delivered under Clause 7.3 (Voluntary prepayment).

Order of Application. (a) The amount All moneys from time to time received or recovered by the Agents (after payment of each prepayment any sums received by the Delegate Collateral Agent to the Collateral Agent pursuant to the Term Loan Vessel 1 Assignment of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference SharesKfW Refund Guarantees) shall be appliedapplied by the Collateral Agent (a) with respect to the Vessel 1 Shared Security only (to the extent that the Tranche A Intercreditor Agreement is operative), subject to any requirements described in this Agreement first to apply amounts accordance with the order of priority set out in prepayment clause 7.1 (Application of Proceeds) of the Existing Facilities: Tranche A Intercreditor Agreement and (ib) first pro rata between outstanding Advances with respect to the Vessel 1 Shared Security (to the extent that the Tranche A Intercreditor Agreement is inoperative) and any other Security (other than Advances that can be prepaid Vessel 2 Shared Security and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (iiJewel Shared Security) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advancesto which this Deed relates, in each case accordance with a corresponding permanent cancellation the order of priority set out in Section 4.05 (Application of Proceeds) of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility)Credit Agreement. (b) The amount All moneys from time to time received or recovered by the Agents (after payment of each prepayment any sums received by the Delegate Collateral Agent to the Collateral Agent pursuant to the Term Loan Vessel 2 Assignment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceedsKfW Refund Guarantees) shall be applied against by the Additional Facilities in such proportion as may be specified Collateral Agent (a) with respect to the Facility Agent by UPC Broadband not less Vessel 2 Shared Security only (to the extent that the Tranche B Intercreditor Agreement is operative), in accordance with the order of priority set out in clause 7.1 (Application of Proceeds) of the Tranche B Intercreditor Agreement and (b) with respect to the Vessel 2 Shared Security (to the extent that the Tranche B Intercreditor Agreement is inoperative) and any other Security (other than two Business Days before Vessel 1 Shared Security and Jewel Shared Security) to which this Deed relates, in accordance with the date on which order of priority set out in Section 4.05 (Application of Proceeds) of the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband)Credit Agreement. (c) If UPC Broadband does not give a notice All moneys from time to time received or recovered by the Agents shall be applied by the Collateral Agent (a) with respect to the Facility Agent specifying how amounts are Jewel Shared Security only (to be applied the extent that the Jewel Intercreditor Agreement is operative), in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within accordance with the time period specified order of priority set out in paragraph clauses 3.4, 7.5 and 8 of the Jewel Intercreditor Agreement and (b) abovewith respect to the Jewel Shared Security (to the extent that the Jewel Intercreditor Agreement is inoperative) and any other Security (other than Vessel 1 Shared Security and Vessel 2 Shared Security) to which this Deed relates, the amount of the relevant prepayment shall be applied in accordance with paragraph the order of priority set out in Section 4.05 (aApplication of Proceeds) aboveof the Credit Agreement.

Order of Application. Any repayment made pursuant to paragraph (a) The amount of each prepayment Clause 12.1 (Voluntary Prepayment) in respect of the Facilities made under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applieda Term Facility Advance shall, subject to any requirements described in the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Agreement first to apply amounts in prepayment of the Existing FacilitiesClause 12.3, be applied either: (i) first to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances and any Incremental Term Facility Advances pro rata between outstanding Advances other than Advances that can to the respective Term Facility Outstandings; in relation to each Facility such prepayment shall be prepaid and re-borrowed applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (andii) if the Borrower so elects, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if applicablethe prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, against to the Repayment Instalments Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relevant Additional Facility or Additional Facilities in relative amounts of such order as may be specified by UPC Broadband)Scheduled Repayments; and (iiB) second against outstanding second, to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances that can be repaid or voluntarily prepaid and re-borrowed, any Incremental Term Facility Advances pro rata between to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in all remaining Scheduled Repayments of such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how respective amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) abovesuch Scheduled Repayments.

Order of Application. (a) The amount of each prepayment of the Facilities made under Clauses 7.5(a14.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the Existing Facilities: (i) first pro rata between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (ii) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 7.6 14.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 14.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied in accordance with paragraph (a) above.

Order of Application. (a) The amount Prepayments of each the Loan made pursuant to Section 4.3.3 shall be applied to the Revolving Loan and the Term Loan, pro rata according to the total of Commitments in respect thereof at the time of such prepayment. Any Lender who does not wish to receive a prepayment under Section 4.3.3 in respect of such Lender's Percentage Interest in the Term Loan must notify the Agent and the Company within two banking Days after receipt of notice of such proposed prepayment. If any Lender elects not to receive such prepayment of the Facilities made under Clauses 7.5(a) and (c) (Mandatory Term Loan, the portion of such prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject that would have been applied to any requirements described in this Agreement first to apply amounts in prepayment the portion of the Existing Facilities: Term Loan held by such Lender shall instead be applied (i) first pro rata between to the repayment of the Revolving Loan, until there is no outstanding Advances other than Advances that can be prepaid principal amount of the Revolving Loan, and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (ii) second against outstanding Advances that can then any amount remaining shall be repaid or voluntarily prepaid and re-borrowedapplied to the prepayment of the Term Loan, pro rata between such outstanding Advances, in each case accordance with a corresponding permanent cancellation the respective Percentage Interests in the Term Loan of all the Lenders. Prepayments of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities Term Loan made under Clause 7.6 (Mandatory prepayment from disposal proceeds) pursuant to Sections 4.3.3 and 4.4 shall be applied against the Additional Facilities in such proportion as may be specified first to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment is due to be made and against all the outstanding Advances made under the relevant Additional Facility pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the Facility Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, payment of the amount of principal of the relevant Term Loan owing at the Final Maturity Date, and then to the prepayments of the Term Loan required by Section 4.2 in the inverse order of the maturity thereof. Any prepayment of a portion of the Loan shall be applied first to the portion of the Loan not then subject to Eurodollar Pricing Options, then the balance of any such prepayment shall be applied to the portion of the Loan then subject to Eurodollar Pricing Options, in accordance the chronological order of the respective maturities thereof, together with paragraph (a) aboveany payments required by Section 3.2.4.