Common use of Partial payments Clause in Contracts

Partial payments. (a) Subject to the Security Deed, if the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Facility Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and expenses of the Facility Agent under this Agreement; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) firstfirstly, following the delivery of an Enforcement Notice, in or towards payment pro rata of any unpaid costs, fees all costs and expenses incurred by or on behalf of the Facility Agent, the Common Security Agent, the POA Agent under this Agreementor the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)those Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of all amounts paid by any accrued interest Secured Party under Clause 28.10 (including, where a Mid-Interest Period Transfer has taken place towards payment Lenders’ indemnity to the Existing Lenders and Agent) but which have not been reimbursed by the New Lenders pro rata) and commitment fees due but unpaid under this AgreementBorrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under this Agreementthe Revolving Facility; and (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to clause 3.2 (Rolled Loan – restrictions) of the Security DeedIntercreditor Agreement, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs paragraphs (a)(iia)(iii) to (vvi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and expenses of amount owing to the Facility Agent or the Security Agent under this Agreementthose Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid under Clause 20 (Fees);those Finance Documents; and (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the provisions of the Intercreditor Agreement, if the Agent receives a payment for application against amounts due in respect of any Finance Document from an Obligor that is insufficient to discharge all the amounts then due and payable by that Obligor under the Finance Documents and such payment is received or recovered from the DSRA (or any proceeds of enforcement of Transaction Security Deedover the DSRA), the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid amount owing to the Agent and/or the Security Agent under the Finance Documents (which unpaid amount relates to the recovery of such payment in respect of the DSRA or such enforcement of Transaction Security over the DSRA); (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid in respect of the Facility; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid in respect of the Facility; and (iv) thereafter, in the order set out in paragraph (a) above. (c) The Agent shall, : (i) if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (va)(iii) above. The Facility Agent shall notify UPC Broadband ; and (ii) if so directed by each and all of the Lenders that has any such variationCommitment, vary the order set out in paragraphs (b)(ii) to (b)(iii) above. (cd) Paragraphs (a) and to (bc) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors Borrower under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent (including any indemnity obligations) under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid to DFC, following the payment of any compensation by DFC pursuant to the PRI Policy, under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest interest, fee or commission (includingexcluding any Debt Exchange Linked Conservation Fees, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataAdditional Reserve Payments or Additional Conservation Payments) and commitment fees due but unpaid to any Lender other than DFC under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid to DFC, following the payment of any compensation by DFC pursuant to the PRI Policy, under this Agreement; and; (v) fifthly, in or towards payment pro rata of any principal due but unpaid to any Lender other than DFC under this Agreement; and (vi) sixthly, in or towards payment pro rata of any other sum (including any Debt Exchange Linked Conservation Fees, Additional Reserve Payments or Additional Conservation Payments) due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the LendersMajority Lenders and DFC, vary the order set out in subparagraphs paragraphs (a)(ii) to (vvi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any Obligorthe Borrower.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any amounts payable but unpaid in respect of fees, costs, fees and expenses expenses, losses or liabilities of the Facility Agent or the Arranger under this Agreementthe Finance Documents or the Security Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees all amounts (other than any commitment fees including interest) payable by the Obligor to Lenders in respect of amounts or security paid or provided by the Lenders to the Agent in place of another Lender under Clause 20.1 clause 29.11(c) or 29.11(c) (Commitment fee)) due but unpaid under Clause 20 (FeesLenders' indemnity to the Agent); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment all amounts payable by the Obligor to Lenders in respect of amounts or security paid by the Lenders to the Existing Lenders and the New Lenders pro rataAgent under clause 29.11(a) and commitment fees due but unpaid under this Agreementor clause 29.2 (Instructions) plus interest on such amounts; (iv) fourthly, in or towards payment to pro rata of any accrued interest, fees or commission due but unpaid under the Lenders Finance Documents; (v) fifthly, in or towards payment pro rata of any principal due but unpaid under this Agreementthe Finance Documents; andand Loan Note Subscription Agreement | DLA Piper | 129 (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(iiclauses 34.6(a)(ii) to (v34.6(a)(vi) above. The Facility Agent shall notify UPC Broadband of any such variationinclusive. (c) Paragraphs (aClauses 34.6(a) and (b34.6(b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if the Facility Agent If any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under this Agreementthe Finance Documents, the Facility Agent shall Administrative Party must apply that payment towards the obligations of the Obligors under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent Administrative Parties under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of: (A) any periodical payments (not being payments as a result of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)termination or closing out) due but unpaid to any Counterparty under Clause 20 the Hedging Arrangements; and (Fees)B) any accrued interest due but unpaid under this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of: (A) any payments (not being payments referred to in sub-paragraph (iv) below) as a result of termination or closing out due but unpaid to any accrued interest Counterparty under the Hedging Arrangements; and (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataB) and commitment fees any principal amount due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal payments due as a result of termination or closing out arising from: (A) it becoming illegal for one or more Counterparties to comply with their obligations under the Hedging Arrangements; or (B) an event of default relating to any Counterparty, due but unpaid to those Counterparties under this Agreementthe Hedging Arrangements; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shallmust, if so directed by all of the LendersLenders and the Counterparties, vary the order set out in subparagraphs sub-paragraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall This Subclause will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Agent or the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and expenses of amount owing to the Facility Agent or the Security Agent under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but and unpaid under Clause 20 (Fees)Financing Amounts and Make Whole Amounts; (iii) thirdly, in or towards payment to the Lenders pro rata of any other accrued interest (includinginterest, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees fee or commission due but unpaid under this Agreementthe Finance Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreementthe Finance Documents; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject If a Lender receives a payment in accordance with paragraph (c) of Clause 33.1 (Payments to the Security DeedAgent) for application against amounts due to it in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable to that Lender by an Obligor under those Finance Documents, that Lender shall apply that payment towards the obligations of that Obligor to that Lender under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any accrued and unpaid Financing Amounts and Make Whole Amounts due to it; (ii) secondly, in or towards payment pro rata of any other accrued interest, fee or commission due to it but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due to it but unpaid under the Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due to it but unpaid under the Finance Documents. (c) The Agent, the Facility Security Agent or a Lender shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (va)(v) above. The Facility Agent shall notify UPC Broadband of any such variation. (cd) Each Lender shall, if so directed by the Majority Lenders (provided that such direction must be given to all Lenders), vary the order set out in paragraph (b) above. (e) Paragraphs (a) and to (bd) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any amounts payable but unpaid in respect of fees, costs, fees and expenses expenses, losses or liabilities of the Facility Agent or the Arranger under this Agreementthe Finance Documents or the Security Trustee under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees all amounts (other than any commitment fees including interest) payable by the Obligor to Lenders in respect of amounts or security paid or provided by the Lenders to the Agent in place of another Lender under Clause 20.1 32.11(c) or 32.11(d) (Commitment fee)) due but unpaid under Clause 20 (FeesLenders' indemnity to the Agent); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment all amounts payable by the Obligor to Lenders in respect of amounts or security paid by the Lenders to the Existing Lenders and Agent under Clause 32.11(a) (Lxxxxxx' indemnity to the New Lenders pro rataAgent) and commitment fees due but unpaid under this Agreementor Clause 32.2 (Instructions) plus interest on such amounts; (iv) fourthly, in or towards payment to pro rata of any accrued interest, fees or commission due but unpaid under the Lenders Finance Documents; (v) fifthly, in or towards payment pro rata of any principal due but unpaid under this Agreementthe Finance Documents; and (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (va)(vi) above. The Facility Agent shall notify UPC Broadband of any such variationabove inclusive. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to 11.2.1 If the Security Deed, if Paying Agent or the Facility Agent Trustee receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents (a “Partial Payment”), the Facility Agent shall apply that payment towards the obligations such Partial Payment shall, in respect of the Obligors Issuer’s debt under this Agreement the Finance Documents be considered made for discharge of the debt of the Issuer in the following order: order of priority: first, in or towards payment pro rata of (i) firstall unpaid fees, costs, expenses and indemnities payable by the Issuer to the Trustee in accordance with the Trustee Agreement (other than any indemnity given for liability against the Bondholders), (ii) other costs, expenses and indemnities relating to the acceleration of the Bonds, the enforcement of the Transaction Security or the protection of the Bondholders’ rights as may have been incurred by the Trustee, (iii) any costs incurred by the Trustee for external experts that have not been reimbursed by the Issuer in accordance with these Terms and Conditions, and (iv) any costs and expenses incurred by the Trustee in relation to a Bondholders’ Meeting or a Written Procedure that have not been reimbursed by the Issuer, together with default interest in accordance with Clause 6.4 on any such amount calculated from the date it was due to be paid or reimbursed by the Issuer; secondly, in or towards payment pro rata of accrued but unpaid Interest under the Bonds (Interest due on an earlier Interest Payment Date to be paid before any Interest due on a later Interest Payment Date); thirdly, in or towards payment pro rata of any unpaid costs, fees principal under the Bonds; and expenses of the Facility Agent under this Agreement; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but costs or outstanding amounts unpaid under the Finance Documents, including default interest in accordance with Clause 6.4 on delayed payments of Interest and repayments of principal under the Bonds. (b) Subject 11.2.2 Notwithstanding Clause 11.2.1 above, any Partial Payment which is distributed to the Security DeedBondholders shall, subject to Clause 11.2.3 below, be applied pro rata pursuant to the procedures of the CSD towards payment of any accrued interest due but unpaid and of any principal amount due but unpaid. 11.2.3 A Bondholders' Meeting can only resolve that any overdue payment of any instalment will be reduced if there is a pro rata reduction of the principal that has not fallen due, however, the Facility Agent shall, if so directed by all meeting may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variationprincipal. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) firstfirstly, following the delivery of an Enforcement Notice, in or towards payment pro rata of any unpaid costs, fees all costs and expenses incurred by or on behalf of the Facility Agent, the Common Security Agent, the POA Agent under this Agreementor the Intercreditor Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Common Security Agent, the POA Agent or the Intercreditor Agent; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable unpaid fees, costs and expenses of the Agent, the Common Security Agent, the POA Agent and the Intercreditor Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)those Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of all amounts paid by any accrued interest Secured Party under Clause 28.10 (including, where a Mid-Interest Period Transfer has taken place towards payment Lenders’ indemnity to the Existing Lenders and Agent) but which have not been reimbursed by the New Lenders pro rata) and commitment fees due but unpaid under this AgreementBorrower; (iv) fourthly, in or towards payment pro rata of all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; (v) fifthly, in or towards payment pro rata of: (A) subject to clause 3.2 (Rolled Loan – restrictions) of the Intercreditor Agreement, any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; and (B) any principal due but unpaid under this Agreementthe Revolving Facility; and (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and expenses of amount owing to the Facility Agent, the Collateral Management Agent, the Co-Ordinator, the Documentation Bank or the Security Agent under this Agreementthose Finance Documents; (ii) secondly, in or towards payment to the Finance Parties pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid under Clause 20 those Finance Documents (Feesexcluding interest, fees or commissions attributable to Excess Overdraft Amounts); (iii) thirdly, in or towards payment to the Lenders Finance Parties pro rata of any accrued interest principal (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataexcluding any Excess Overdraft Amounts) and commitment fees due but unpaid under this Agreementthose Finance Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance DocumentsDocuments (other than interest, fees, commissions or principal attributable to Excess Overdraft Amounts); and (v) fifthly, in or towards payment pro rata of any interest, fees, commissions or principal attributable to Excess Overdraft Amounts. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to Save in the Security Deedcircumstances described in paragraph (c) below, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Security Agent and the Arranger under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest or commission due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) If after the service of a notice by the Agent under Clause 23.18 (Acceleration) or pursuant to the provisions of Clause 29.12 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in subparagraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 29.6 (Partial payments). (e) Paragraphs (a), (b), (c) and (bd) above shall will override any appropriation made by any an Obligor.

Partial payments. If: (a) Subject on any date on which a payment is due to be made by any Borrower under this Agreement, the Security Deed, if amount received by the Facility Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date; or (b) on any date on which the Facility Agent receives a any payment insufficient from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to discharge all the amounts then due and payable by an Obligor Finance Parties under this AgreementAgreement on such date then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors such Borrower under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (i) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses of the Facility Agent, Security Agent or the Arrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Banks under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees);clause 20.2; 48 - 47 - (iii) thirdly, in or towards payment to the Lenders pro Arrangers, on a pro-rata basis, of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to portion of the Existing Lenders and the New Lenders pro ratafees payable under clause 7.1(a) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (iv) fourthly, in or towards payment to the Lenders pro Facility Agent and the Security Agent, on a pro-rata basis, of any principal due but unpaid portion of the fees payable under this Agreement; andclause 7.1(b) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (vi) sixthly, in or towards payment to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shalland, if more than one such sum so directed by all of the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in subparagraphs (a)(iiclause 8.9(i) to (vix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). The Facility Agent Accordingly, clause 8.9(vi) shall notify UPC Broadband of any such variationbe construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent (in its capacity as such) receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors under this Agreement the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent or the Arranger or the Ancillary Bank under this Agreementthe Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) amounts due but unpaid under Clause 20 Clauses 12 (Interest and LC fees) and 23 (Fees)) or under Clause 4 of the Ancillary Facility Letter; (iii) thirdlyTHIRDLY, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this AgreementAgreement or the Ancillary Facility Letter, any amount due but unpaid under Clause 9 (Borrower's counter-indemnity for LCs) and any amount payable to the Ancillary Bank in reimbursement of any amount paid under any letter of credit or similar instrument issued under the Ancillary Facility; andand -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (viv) fifthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the LendersBanks and the Ancillary Bank (if any amount is outstanding, actually or contingently, under the Ancillary Facility Letter), vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors Borrowers under this Agreement the Finance Documents in the following order:order:- (i) first, in or towards payment pro rata of any unpaid costsunpaid, fees fees, costs and expenses of the Facility Agent Agents under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject If the Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by the Borrowers to the Security DeedSwingline Banks under this Agreement, the Swingline Agent shall apply that payment towards the obligations of the Borrowers under the Finance Documents in respect of the Swingline Facility in the following order:- (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Swingline Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest on a Swingline Loan due but unpaid under this Agreement; and (iii) thirdly, in or towards payment pro rata of the principal of any Swingline Loan due but unpaid under this Agreement. (c) The relevant Agent shall, if so directed by all the Banks in the case of paragraph (a) above or all the LendersSwingline Banks in the case of paragraph (b) above, vary the order set out in subparagraphs sub-paragraphs (a)(ii) to (viv) above or (b)(ii) and (iii) above. The Facility Agent shall notify UPC Broadband of any such variation, as appropriate. (cd) Paragraphs (a), (b) and (bc) above shall will override any appropriation made by any ObligorBorrower.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro pro-rata of any unpaid costsfees, fees costs and expenses (ignoring any fees payable under Clause 13 (Fees)) of the Facility Agent or the Mandated Lead Arrangers under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro to the Lenders pro-rata of any accrued fees (other than any commitment fees payable amount owing to the Lenders under Clause 20.1 25.10 (Commitment fee)) due but unpaid under Clause 20 (FeesLenders’ indemnity to the Agent); (iii) thirdly, in or towards payment to the Lenders pro rata Mandated Lead Arrangers of any accrued interest portion of the arrangement fee payable under Clause 13 (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataFees) and commitment fees which is due but unpaid under this Agreementunpaid; (iv) fourthly, in or towards payment to the Lenders pro rata Agent of any principal portion of the agency fee payable under Clause 13 (Fees) which is due but unpaid under this Agreement; andunpaid; (v) fifthly, in or towards payment pro to the Lenders pro-rata of any fees payable under Clause 13 (Fees) which are due but unpaid; (vi) sixthly, in or towards payment to the Lenders pro-rata of any accrued interest and guarantee and fronting fees relating to Letters of Credit and which are due but unpaid but so that any amount payable by virtue of Clause 14 (Tax Gross Up and Indemnities) shall be excluded; (vii) seventhly, in or towards payment to the Lenders pro-rata of any principal including LC Liabilities which is due but unpaid; (viii) eighthly, in or towards payment to the relevant Lenders pro-rata of any amount payable to those Lenders by virtue of Clause 14 (Tax Gross Up and Indemnities) which is unpaid; and (ix) ninthly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. Each reference in sub-paragraphs (a)(i) to (v) above (inclusive) to a category of unpaid sums shall include interest on those sums payable in accordance with this Agreement (including, without limitation, default interest). Accordingly, sub-paragraph (a)(vi) refers to interest on principal and accrued interest on those sums which remain unpaid to the extent due. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs sub-paragraphs (a)(iia)(v) to (vix) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if the Facility Agent If any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under this Agreementthe Finance Documents, then, except to the Facility Agent extent otherwise provided in any Finance Document all the proceeds of the enforcement of the security conferred by the Security Agreements, shall apply that payment be applied by the Administrative Party towards the obligations of the Obligors under this Agreement in the following orderFinance Documents as follows: (i) first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties (other than any Swap Bank and the Junior Security Trustee) or any receiver and all remuneration payable to the Finance Parties (other than any Swap Bank and the Junior Security Trustee) or any receiver under or pursuant to the Senior Security Documents or which are incurred in relation to a Total Loss or sale of the affected Vessel, including, without limitation, legal expenses, re-instatement costs and any costs incurred in recovering possession of the Security Assets; (ii) second, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent Finance Parties (other than any Swap Bank and the Junior Security Trustee) to the extent not recovered under paragraph (i) above under the this AgreementAgreement and the Senior Security Documents; (iiiii) secondlythird, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment interest payable to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to under the Existing Lenders this Agreement and the New Lenders pro rata) and commitment fees due but unpaid under this AgreementSenior Security Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthlyfourth, in or towards payment pro rata of any other sum Break Costs payable to the Lenders due but unpaid under the this Agreement and the Senior Security Documents; (v) fifth, in or towards payment pro rata of principal in respect of the Credits and the Senior Security Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties (other than any Swap Bank and the Junior Security Trustee) of any other amounts which are due but unpaid by any of the Obligors to any of the Finance Parties (other than any Swap Bank and the Junior Security Trustee) under the Finance Documents in such order as the Facility Agent shall in its absolute discretion determine; (vii) seventh, in or towards payment or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by the Junior Security Trustee and any Swap Bank or any receiver and all remuneration payable to the Junior Security Trustee and any Swap Bank or any receiver under or pursuant to the Junior Security Documents including, without limitation, legal expenses, re-instatement costs and any costs incurred in recovering possession of the property the subject of the Junior Security Documents; (viii) eighth, in or towards payment pro rata of any unpaid fees, costs and expenses of the Junior Security Trustee and any Swap Bank under the this Agreement, the Junior Security Documents and/or any Swap Agreement; (ix) nineth, in or towards payment pro rata of any Break Costs and/or Swap Debt payable to any Swap Bank due but unpaid under any Swap Agreements or any of them; (x) tenth, in or towards payment pro rata of other sums due to any Swap Bank under any Swap Agreement and the Junior Security Documents in such order as the Junior Security Trustee shall in its absolute discretion determine; and (xi) lastly, the surplus (if any) shall be paid to the Borrower or other relevant Obligor or to any other person entitled to it. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall This Subclause will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata PRO RATA of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Security Agent and the Arrangers under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable demand made by a Fronting Bank in respect of a payment made or to be made by it under Clause 20.1 (Commitment fee)) a Letter of Credit or Bank Guarantee due but unpaid under Clause 20 (Fees)unpaid; (iii) thirdly, in or towards payment to the Lenders pro rata PRO RATA of any accrued interest (includinginterest, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees fee or commission due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata PRO RATA of any principal or cash cover due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata PRO RATA of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(iia)(iii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor. (d) Following the service of a notice in accordance with Clause 25.20 (ACCELERATION) any monies standing to the credit of any account of any Obligor held by any Ancillary Bank as part of the Ancillary Facilities shall be applied by that Ancillary Bank against any amounts then due to it in respect of the Ancillary Facilities and any amounts, after that application, standing to the credit of any account of any Obligor held by any Ancillary Bank shall be immediately paid to the Agent for application in accordance with Clause 32.5 (PARTIAL PAYMENTS).

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents or the Facility Agent receives a payment at a time when an Obligor under this AgreementEvent of Default is continuing, the Facility Agent shall apply that payment towards the obligations of the Obligors Company under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata and pari passu of any unpaid costs, fees and expenses (including but not limited to reasonable legal fees) of the Facility Agent, the Security Agent under this Agreementand any Property Manager; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)Facility Fee; (iii) thirdly, if the Facility Agent is so directed by the Majority Lenders, in or towards payment to a Costs Reserve Account to be established by the Lenders pro rata Company in such amount as the Facility Agent shall determine is necessary to establish a reserve fund in relation to capital expenditure in respect of any accrued interest the Properties, operating expenses of the Company (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataincluding Permitted Operating Expenses) and commitment fees due but unpaid under this Agreementamounts payable in respect of property management and asset management expenses; (iv) fourthly, to pay interest due and unpaid in or towards payment to respect of the Lenders pro rata of any principal due but unpaid under this Agreement; andA Loan; (v) fifthly, to repay principal (whether or not due) in respect of the A Loan and any other amounts (other than interest) due but unpaid to the A Lender under the Finance Documents; (vi) sixthly, to pay interest due and unpaid in respect of the B Loan; (vii) seventhly, to repay principal (whether or not due) in respect of the B Loan and any other amounts (other than interest) due but unpaid to the B Lender under the Finance Documents; (viii) eighthly, to pay interest due and unpaid in respect of the C Loan; (ix) ninthly, to repay principal (whether or not due) in respect of the C Loan and any other amounts (other than interest) due but unpaid to the C Lender under the Finance Documents; and (x) tenthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (vx) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any Obligorthe Company.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) firstfirstly, following the delivery of an Enforcement Notice, in or towards payment pro rata of any unpaid costs, fees all costs and expenses incurred by or on behalf of the Facility Agent under this Agreementor Security Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent or Security Agent; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable unpaid fees, costs and expenses of the Agent, the Arrangers and the Security Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)those Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of all amounts paid by any accrued interest Secured Party under Clause 36.10 (including, where a Mid-Interest Period Transfer has taken place towards payment Lenders’ indemnity to the Existing Lenders Agent and the New Lenders pro rataSecurity Agent) and commitment fees due but unpaid under this Agreementwhich have not been reimbursed by the Company; (iv) fourthly, in or towards payment pro rata of: (A) all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; and (B) all amounts (not being any amount payable as a result of termination or closing out of all or any part of any Hedging Agreement) due and payable to the Hedge Counterparties under the Finance Documents; (v) fifthly, payment pro rata of of: (A) any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; (B) any principal due but unpaid under this the Revolving Credit Facility; and (C) all amounts payable to the Hedge Counterparties as a result of the termination or closing out of all or any part of any Hedging Agreement; and (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs paragraphs (a)(iia)(iii) to (vvi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if the Facility Agent If a Finance Party receives a payment pursuant to Clause 19.4 (Equity Cure) that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent that Finance party shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses expenses, losses or liabilities of the Facility Agent MLABs under this Agreementthe Finance Documents (if any); (ii) secondly, in or towards payment pro rata of any accrued interest, fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) or commission due but unpaid under Clause 20 (Fees)the Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees principal due but unpaid under this Agreementthe Finance Documents (other than any part of the principal due that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreementthe Finance Documents that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) In all other circumstances where a Finance Party receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, that Finance party shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses, losses or liabilities of the MLABs under the Finance Documents (if any); (ii) secondly, in or towards payment pro rata of any accrued interest, fees or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (other than any part of the principal due that is attributable to interest capitalised in accordance with Clause 8.2 (Capitalisation and payment of interest); and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. If, (aI) Subject to the Security Deed, if the Facility Agent receives on any date on which a payment insufficient is due to discharge all be made by the amounts then due and payable by an Obligor Borrower under this Agreement, the Facility amount received by the Agent from the Borrower falls short of the total amount of the payment due to be made by the Borrower on such date or (ii) on any date on which the Agent receives any payment from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors Borrower under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by the Borrower: (ia) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses (ignoring any fees payable under clause 7.1(a) or (b)) of the Facility Agent Agent, Security Agent, Arranger or Underwriter under this Agreement; (iib) secondly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Finance Parties under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)clause 16.12; (iiic) thirdly, in or towards payment to the Lenders pro rata Arranger of any accrued interest portion of the arrangement fee payable under clause 7.1 (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataa) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (ivd) fourthly, in or towards payment to the Lenders pro rata Agent of any principal due but unpaid portion of the agency fee payable under this Agreement; andclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (f) sixthly, in or towards payment to the Finance Parties, on a pro-rata basis, of any accrued interest which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Finance Parties, on a pro-rata basis, of any principal payable to the Finance Parties which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Finance Parties, on a pro-rata basis, of any amount payable to any Finance Parties by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid (and, if more than one such sum so remains unpaid, on a pro-rata basis). Each reference in clauses 8.9(a) to (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under the Finance Documents. (bclause 5.2). Accordingly, clause 8.9(f) Subject shall be construed as referring to interest on principal and accrued interest thereon which remains unpaid to the Security Deed, the Facility Agent shall, if so directed by all extent due. The order of the Lenders, vary the order application set out in subparagraphs (a)(iiclauses 8.9(e) to (v8.9(i) above. The Facility shall be varied by the Agent shall notify UPC Broadband of if the Majority Banks so direct, without any such variationreference to, or consent or approval from, the Borrower. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. If: (a) Subject to the Security Deed, if the Facility Agent receives on any date on which a payment insufficient is due to discharge all the amounts then due and payable be made by an any Obligor under this Agreement, the amount received by the Facility Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date; or (b) on any date on which the Facility Agent receives or recovers any payment from an Obligor or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Finance Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date, then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors such Obligor under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Obligor: (i) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses of the Facility Agent or the Arrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued fees amount owing to the Banks under clause 20.2 (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (FeesIndemnity from Banks); (iii) thirdly, in or towards payment to the Lenders pro rata Facility Agent, of any accrued interest portion of the fees payable under clause 7.1(a) (includingArrangement, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders underwriting, participation and the New Lenders pro rataagency fees) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (iv) fourthly, in or towards payment to the Lenders pro Facility Agent, on a pro-rata basis, of any principal due but unpaid portion of the fees payable under this Agreement; andclause 7.1(b) (Arrangement, underwriting, participation and agency fees) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued commitment commission payable under clause 7.2 (Commitment fees) which shall have become due but remains unpaid; (vi) sixthly, in or towards payment to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 (Grossing-up for Taxes) shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly,in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 (Grossing-up for Taxes) which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shalland, if more than one such sum so directed by all of the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in subparagraphs (a)(iiclause 8.9(i) to (vix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4 (Interest on unpaid sums)). The Facility Agent Accordingly, clause 8.9(vi) shall notify UPC Broadband of any such variationbe construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deedclause 17.27, if the Facility Agent receives (i) on any date on which a payment insufficient is due to discharge all the amounts then due and payable be made by an any Obligor under this Agreement, the Facility amount received by the Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date or (ii) on any date on which the Agent receives any payment from the Security Trustee or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors such Obligor under this Agreement in the following order:, notwithstanding any appropriation made, or purported to be made, by such Obligor: Back to Contents (ia) first, in or towards payment payment, on a pro rata basis, of any unpaid costsfees, fees costs and expenses (ignoring any fees payable under clause 7.1) of the Facility Agent or the Arrangers under this Agreement;, (iib) secondly, in or towards payment to the Banks, on a pro rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Banks under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)clause 17.12; (iiic) thirdly, in or towards payment to the Lenders pro rata Continuing Banks of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to portion of the Existing Lenders and the New Lenders pro rataarrangement fee payable under clause 7.1(a) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (ivd) fourthly, in or towards payment to the Lenders pro rata Agent of any principal due but unpaid portion of the agency fee payable under this Agreement; andclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment to the Banks, on a pro rata basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (f) sixthly, in or towards payment to the Banks, on a pro rata basis, of any accrued interest, letter of credit commission or Fronting Bank fees which shall have become due but remains unpaid but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Banks, on a pro rata basis, of any principal (including Ancillary Outstandings) which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Banks, on a pro rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid (and, if more than one such sum so remains unpaid, on a pro rata basis). Each reference in clause 8.9(a) - (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under the Finance Documents. (bclause 5.4). Accordingly, clause 8.9(f) Subject shall be construed as referring to interest on principal and accrued interest thereon which remain unpaid to the Security Deed, the Facility Agent shall, if so directed by all extent due. The order of the Lenders, vary the order application set out in subparagraphs (a)(iithis clause 8.9(e) to (v- 8.9(i) above. The Facility shall be varied by the Agent shall notify UPC Broadband of if the Majority Banks so direct, without any such variationreference to, or consent or approval from, the Obligors. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Senior Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Senior Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Arrangers and the Security Agent under this Agreementthe Senior Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid under Clause 20 (Fees)this Agreement or any Ancillary Document or Fronted Ancillary Document; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders principal outstandings due but unpaid and the New Lenders pro rata) and commitment fees any amount due but unpaid under Clause 7.4 (Claims under a Letter of Credit) or Clause 7.5 (Indemnities) under this Agreement;Agreement or any Ancillary Document or Fronted Ancillary Document; and (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance DocumentsDocuments or any Ancillary Document, provided that the Facility Agent shall not make any such payments to any Ancillary Lender or Fronted Ancillary Lender prior to the Acceleration Date or any date on which the Facilities are cancelled under Clause 11.7 (Exit). (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the If any Finance Party receives or recovers an amount from or in respect of any Obligor under or in connection with any Finance Document (other than Transaction Security Deed, if the Facility Agent receives a payment Proceeds in respect of any Security Document) which amount is insufficient (or is not applied) to discharge all the amounts then due and payable by an such Obligor under this Agreementthe Transaction Finance Documents, then (subject to the provisions of the Security Trust Deed) such amount shall be applied (or, in the case of any receipt or recovery by the Security Agent, the Facility Agent shall instruct the Security Agent to apply that payment such amount) towards the obligations of such Obligor to the Obligors Transaction Finance Parties under this the Transaction Finance Documents in the following order: (i) firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Transaction Agents and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of (A) any accrued interest, fee or commission due but unpaid under the Finance Documents and (B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Hedging Agreements but unpaid; (iii) thirdly, in or towards payment pro rata of (A) any principal on the Loans (or any part thereof) due but unpaid under the Finance Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Finance Documents. (b) All Transaction Security Proceeds in respect of any Offshore Security Document shall (subject to the provisions of such Offshore Security Document and the Security Trust Deed) be applied towards the Secured Obligations in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and charges, losses, liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in connection with the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the Facility Agent under this Agreementreceipt or recovery of such Transaction Security Proceeds; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable unpaid fees, costs and expenses of the Transaction Agents and the Arranger under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)the Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of (A) any accrued interest (includinginterest, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees fee or commission due but unpaid under this Agreementthe Finance Documents and (B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Hedging Agreements but unpaid; (iv) fourthly, in or towards payment to the Lenders pro rata of (A) any principal on the Loans (or any part thereof) due but unpaid under this the Finance Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Documents (including without limitation any sum due but unpaid under any Transaction Warrant Document). (c) All Transaction Security Proceeds in respect of any Onshore Security Document shall (subject to the provisions of such Onshore Security Document and the Security Trust Deed) be applied towards the Secured Onshore Obligations in the following order: (i) first, in or towards payment pro rata of any costs, charges, losses, liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in connection with the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the receipt or recovery of such Transaction Security Proceeds; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Transaction Agents and the Arranger under the Finance Documents; (iii) thirdly, in or towards payment pro rata of (A) any accrued interest, fee or commission due but unpaid under the Finance Documents and (B) any sum (other than any sum payable in respect of termination, unwinding or rescission of any Treasury Transaction or any reimbursement of costs, expenses or Taxes) due to any Swap Counterparty under the Hedging Agreements but unpaid; (iv) fourthly, in or towards payment pro rata of (A) any principal on the Loans (or any part thereof) due but unpaid under the Finance Documents and (B) any sum due but unpaid to any Swap Counterparty under any Hedging Agreement in respect of any termination, unwinding or rescission of any Treasury Transaction under such Hedging Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Finance Documents. (bd) Subject to the provisions of the Security Trust Deed, the Facility Agent shall, if so directed by all the Majority Lenders and with the prior written consent of the Lenderseach Swap Counterparty, vary the order set out in subparagraphs paragraphs (a)(ii) to (iv) above, or the order set out in paragraphs (b)(iii) to (v) above or the order set out in paragraphs (c)(iii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (ce) Paragraphs (a) and to (bd) above shall will override any appropriation made by any Obligoran Obligor party hereto.

Partial payments. (a) Subject to the Security Deed, if the Facility If an Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility such Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Priority Agent, the Issuing Bank and the Security Agent under this Agreementthose Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid under Clause 20 those Finance Documents (Feesexcluding in respect of the Second Lien Facility); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; andthose Finance Documents (excluding in respect of the Second Lien Facility); (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (excluding in respect of the Second Lien Facility); (v) fifthly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Second Lien Agent under those Finance Documents; (vi) sixthly, in or towards pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents in respect of the Second Lien Facility; (vii) seventhly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents in respect of the Second Lien Facility; and (viii) eighthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents in respect of the Second Lien Facility. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs Paragraph (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deed, if the Facility If any Transaction Agent receives a payment or recovers an amount from or in respect of any Obligor under or in connection with any Finance Document which amount is insufficient to to, or is not applied to, discharge all the amounts then due and payable by an such Obligor under this Agreementthe Finance Documents and/or (in the case of any receipt or recovery under any Security Document) all the amounts then due and payable by any or all of the Obligors under any or all of the Finance Documents, then (subject, in the case of any receipt or recovery under any Security Document, to the provisions of such Security Document) such amount shall be applied (or, in the case of any receipt or recovery by the Security Agent, the Facility Agent shall instruct the Security Agent to apply that payment such amount) towards the obligations of such Obligor to the Finance Parties under the Finance Documents and/or (in the case of any receipt or recovery under any Security Document) any and all amounts then due and payable by any or all of the Obligors to any or all of the Finance Parties under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costs, fees and charges, losses, liabilities and/or expenses incurred by the Security Agent and/or any receiver(s) in connection with the exercise or enforcement of any Transaction Security and/or rights and/or remedies under any Security Document giving rise to the Facility Agent under this Agreementreceipt or recovery of such amount; (ii) secondly, in or towards payment pro rata of any accrued fees (other than unpaid fees, costs and expenses of any commitment fees payable Administrative Party under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)the Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest interest, fee (including, where a Mid-Interest Period Transfer has taken place towards payment other than as provided in paragraph (a)(ii) above) or commission due to any or all of the Existing Lenders and the New Lenders pro rata) and commitment fees due Finance Parties but unpaid under this Agreementthe Finance Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(iia)(iii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors Borrowers under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsunpaid, fees fees, costs and expenses of the Facility Agent Agents under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject If a Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by the Borrowers to the Security Deedrelevant Swingline Lenders under this Agreement, the relevant Swingline Agent shall apply that payment towards the obligations of the Borrowers under the Finance Documents in respect of the relevant Swingline Facility in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the relevant Swingline Agent under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest on a relevant Swingline Loan due but unpaid under this Agreement; and (iii) thirdly, in or towards payment pro rata of the principal of any relevant Swingline Loan due but unpaid under this Agreement. (c) The relevant Agent shall, if so directed by all the Lenders in the case of paragraph (a) above or all the Lendersrelevant Swingline Lenders in the case of paragraph (b) above, vary the order set out in subparagraphs (a)(ii) to (viv) above or (b)(ii) and (iii) above. The Facility Agent shall notify UPC Broadband of any such variation, as appropriate. (cd) Paragraphs (a), (b) and (bc) above shall will override any appropriation made by any ObligorBorrower.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a Lenders receive any payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under this Agreementthe Combined Finance Documents, the Facility Agent Lenders shall apply that the amount of such payment towards the obligations of the Obligors Company under this Agreement the Combined Finance Documents in the following order: (i) first, if on the date of such payment any SHA Debt is outstanding: (A) first in or towards payment of SHA Debt; and (B) secondly, to the extent that the SHA Debt has been discharged in full, in accordance with subparagraphs (ii) and (iii) below; (ii) secondly, if on the date of such payment a Disproportionate Amount is outstanding: (A) first in or towards payment of the Disproportionate Lender’s participation in any Disproportionate Loans (as selected by the Disproportionate Lender in its sole discretion and notified in writing to the other Lender but only to the extent that such repayment of a Disproportionate Loan would not cause the Disproportionate Lender’s participation in that Loan to be less the participation of the other Lender); and (B) secondly, to the extent that the Disproportionate Amount has been repaid in full in accordance with the order set out in subparagraphs (iii)(A) to (iii)(D) below; and (iii) thirdly, if on the date of such payment a Disproportionate Amount is not outstanding: (A) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent Lenders under this Agreementthe Finance Documents; (iiB) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) fees, interest or commission due but unpaid under Clause 20 (Fees)the Finance Documents; (iiiC) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreementthe Finance Documents; and (vD) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject The Lenders may agree to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(iiiii)(A) to (viii)(D) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs Paragraph (a) and (b) above shall will override any appropriation made by any Obligorthe Company.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs (including Break Costs) and expenses (ignoring any fees payable under clause 13 (Fees)) of the Facility Agents, the Security Agent or the Mandated Lead Arrangers under this Agreementthose Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment amount owing to the Existing Lenders and under clause 37.10 (Lenders’ indemnity to the New Facility Agent) including any amount resulting from the indemnity to the Security Agent under clause 37.21(a) (Application of certain clauses to Security Agent); (iii) thirdly, in or towards payment, on a pari passu basis, to (i) the Lenders pro rata) and commitment fees rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents and (ii) the Hedging Banks pro rata of any sums owing to them under any of those Finance Documents (other than any swap termination sums / closeout payments owing to them under the Hedging Contracts); (iv) fourthly, in or towards payment to payment, on a pari passu basis, to: (A) the Lenders pro rata of any principal which is due but unpaid under this Agreementthose Finance Documents; and (B) the Hedging Banks pro rata of any termination sums owing to them under the Hedging Contracts; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deedprovisions of Section 33 (Sharing among the Finance Parties), if the Administrative Agent or a Facility Agent Representative receives a payment for application against amounts due in respect of any Finance Documents relating to a Facility that is insufficient to discharge all the amounts then due and payable to the Administrative Agent, that Facility Representative or the Lenders under those Finance Documents by an Obligor under this Agreementthose Finance Documents, the Administrative Agent, that Facility Agent Representative, as applicable, shall apply that payment towards the obligations of the Obligors that Obligor relating to such Facility under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Administrative Agent or that Facility Agent Representative relating to such Facility, as applicable, under this Agreementthose Finance Documents; (ii) secondly, in or towards payment pro rata between the relevant Finance Parties of any portion of accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid relating to such Facility under Clause 20 (Fees)those Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata between the relevant Finance Parties of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees principal due but unpaid relating to such Facility under this Agreement;those Finance Documents in the order specified elsewhere in the Finance Documents or, if not so specified, pro rata; and (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata between the relevant Finance Parties of any other sum due but unpaid relating to such Facility under the those Finance Documents.; and (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs Paragraph (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to Save in the Security Deedcircumstances described in paragraph (c) below, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Security Agent and the Arranger under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest or commission due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs If after the service of a notice by the Agent under Clause 23.18 (aAcceleration) or pursuant to the provisions of Clause 29.11 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (bother than an Obligor) above under the Finance Documents, the Agent shall override apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any appropriation made unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by any Obligor.the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S.

Partial payments. (a) Subject to 33.5.1 If the Security Deed, if the Facility Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses (ignoring any fees payable under clause 11 (Fees)) of the Facility Agent, the Security Agent or the Arranger under this Agreementthose Finance Documents; (iib) secondly, in or towards payment pro to the Lenders pro-rata of any accrued fees amount owing to the Lenders under clause 30.10 (other than Lenders’ indemnity to the Agent) including any commitment fees payable amount resulting from the indemnity to the Security Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Feesclause 30. 19.1 ( Application of certain clauses to Security Agent); (iiic) thirdly, in or towards payment to the Lenders pro pro-rata of any accrued interest (includinginterest, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees fee or commission due but unpaid under this AgreementAgreement or under any other Finance Documents which are attributable to the Facility; (ivd) fourthly, in or towards payment to the Lenders pro pro-rata of any principal which is due but unpaid under this Agreementthose Finance Documents which are attributable to the Facility; and (ve) fifthly, in or towards payment pro to the Lenders pro-rata of any accrued interest, fee or commission due but unpaid under the Alpha Facility Agreement or under any other Finance Documents which are attributable to the Alpha Facility Agreement; (f) sixthly, in or towards payment to the Lenders pro-rata of any principal which is due but unpaid under the Alpha Facility Agreement or under any other Finance Documents which are attributable to the Alpha Facility Agreement; and (g) seventhly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility 33.5.2 The Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs paragraphs (a)(iib) to (vg) above. The Facility Agent shall notify UPC Broadband of any such variationclause 33.5.1. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment insufficient to discharge all the amounts then that are due and payable on the day of such payment by an Obligor the Borrower under this Agreement, the Facility Agent shall shall, apply that payment towards the obligations of the Obligors Borrower under this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees (including, without limitation, Commitment Fees and other fees) and expenses, costs, fees and expenses indemnities of the Facility Agent under this Agreementand the Senior Lenders (other than Gross-up Amounts) due and payable; (ii) secondly, in or towards payment pro rata of all amounts of interest (including capitalised interest, Default Interest, Linkage Differentials in respect of interest and any accrued fees (other than any commitment fees Gross Up amount) due and payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)the Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (includingall amounts, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders if any, of principal and the New Lenders pro rata) Linkage Differentials in relation thereof due and commitment fees due but unpaid payable under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal Cancellation Fees, Breakage Costs and Prepayment Fees due but unpaid and payable under this Agreement; andthe Finance Documents; (v) fifthly, in or towards payment pro rata of any other sum amounts due but unpaid and payable under the Finance Documents.. Final-January 2nd, 2011 (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Senior Lenders, vary the order set out in subparagraphs sub-paragraphs (a)(iiii) to (v) of Clause 11.6(a) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (aClauses 11.6(a) and (b) above shall override any appropriation made by any Obligorthe Borrower.

Partial payments. (a) Subject to 33.5.1 If the Security Deed, if the Facility Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses (ignoring any fees payable under clause 11 (Fees)) of the Facility Agent, the Security Agent or the Arranger under this Agreementthose Finance Documents; (iib) secondly, in or towards payment pro to the Lenders pro-rata of any accrued fees amount owing to the Lenders under clause 30.10 (other than Lenders’ indemnity to the Agent) including any commitment fees payable amount resulting from the indemnity to the Security Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Feesclause 30. 19.1 ( Application of certain clauses to Security Agent); (iiic) thirdly, in or towards payment to the Lenders pro pro-rata of any accrued interest (includinginterest, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees fee or commission due but unpaid under this AgreementAgreement or under any other Finance Documents which are attributable to the Facility; (ivd) fourthly, in or towards payment to the Lenders pro pro-rata of any principal which is due but unpaid under this Agreementthose Finance Documents which are attributable to the Facility; and (ve) fifthly, in or towards payment pro to the Lenders pro-rata of any accrued interest, fee or commission due but unpaid under the Beta Facility Agreement or under any other Finance Documents which are attributable to the Beta Facility Agreement; (f) sixthly, in or towards payment to the Lenders pro-rata of any principal which is due but unpaid under the Beta Facility Agreement or under any other Finance Documents which are attributable to the Beta Facility Agreement; and (g) seventhly, in or towards payment pro-rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility 33.5.2 The Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs paragraphs (a)(iib) to (vg) above. The Facility Agent shall notify UPC Broadband of any such variationclause 33.5.1. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Senior Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Senior Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Arrangers and the Security Agent under this Agreementthe Senior Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest, fee or commission due but unpaid under Clause 20 (Fees)this Agreement or any Ancillary Document or Fronted Ancillary Document; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders principal outstandings due but unpaid and the New Lenders pro rata) and commitment fees any amount due but unpaid under Clause 7.4 (Claims under a Letter of Credit) or Clause 7.5 (Indemnities) under this Agreement;Agreement or any Ancillary Document or Fronted Ancillary Document; and (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance DocumentsDocuments or any Ancillary Document, provided that the Facility Agent shall not make any such payments to any Ancillary Lender or Fronted Ancillary Lender prior to the Acceleration Date or any date on which the Facilities are cancelled under Clause 11.7 (Exit). (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deedterms of the Intercreditor Agreement, if the Facility Agent any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under this Agreementthe Finance Documents, then, except to the extent otherwise provided in any Finance Document, the Facility Agent shall Administrative Party must apply that payment towards the obligations of the Obligors under this Agreement the Finance Documents in the following order: (i) first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties or any receiver and all remuneration payable to the Finance Parties or any receiver under or pursuant to the Security Documents including, without limitation, legal expenses, re-instatement costs and any costs incurred in recovering possession of the Security Assets; (ii) second, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent Finance Parties to the extent not recovered under paragraph (i) above under this AgreementAgreement and the Finance Documents; (iiiii) secondlythird, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment interest payable to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders Finance Parties under this Agreement and the New Lenders pro rata) and commitment fees due but unpaid under this AgreementFinance Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthlyfourth, in or towards payment pro rata of any other sum Break Costs of the Lenders due but unpaid and payable to the Finance Parties under this Agreement and the Finance Documents; (v) fifth, in or towards payment pro rata of any principal in respect of this Agreement and the Finance Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Obligors to any of the Finance Parties under the Finance DocumentsDocuments in such order as the Finance Parties shall in their absolute discretion determine; and (vii) seventh, after all amounts payable or which may become payable under the Finance Documents have been paid in full and the Finance Documents have been discharged in payment of the surplus, if any, to the Parent or other persons entitled thereto. (b) Subject to the Security Deedterms of the Intercreditor Agreement, the Facility Agent shallmust, if so directed by all of the Lenders, vary the order set out in subparagraphs at paragraphs (a)(ii) to (va)(vi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall This Clause 12.7 will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Document that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) firstfirstly, following the delivery of an Enforcement Notice, in or towards payment pro rata of any unpaid costs, fees all costs and expenses incurred by or on behalf of the Facility Agent, the Security Agent under this Agreementor the POA Agent in connection with such enforcement or recovery and which have been certified, in writing, as having been incurred by the Agent, the Security Agent or the POA Agent; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable unpaid fees, costs and expenses of the Agent, the Issuing Bank, the Arranging Banks, the Security Agent, the POA Agent and the Disbursement Agent under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)those Finance Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of all amounts paid by any accrued interest Secured Party under Clause 28.11 (including, where a Mid-Interest Period Transfer has taken place towards payment Lenders’ and Hedge Counterparties’ indemnity to the Existing Lenders and Agent) but which have not been reimbursed by the New Lenders pro rata) and commitment fees due but unpaid under this AgreementBorrower; (iv) fourthly, in or towards payment pro rata of: (A) all accrued interest, costs, fees and expenses due and payable to the Lenders under the Finance Documents; and (B) all amounts (not being any amount payable as a result of termination or closing out of all or any part of any Hedging Agreement) due and payable to the Hedge Counterparties under the Finance Documents; (v) fifthly, payment pro rata of of: (A) any principal due and payable under the Term Loan Facility to the extent due and payable to the Lenders; (B) any principal due but unpaid under this the Revolving Facility and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (C) all amounts payable to the Hedge Counterparties as a result of the termination or closing out of all or any part of any Hedging Agreement; and (vvi) fifthlysixthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(iia)(iii) to (vvi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deedterms of the Intercreditor Agreement, if the Facility Agent any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under this Agreementthe Finance Documents, then, except to the extent otherwise provided in any Finance Document, the Facility Agent shall Administrative Party must apply that payment towards the obligations of the Obligors under this Agreement the Finance Documents in the following order: (i) first, in or towards payment or satisfaction pro rata of all costs, charges, sales taxes, expenses and liabilities incurred and payments made by the Finance Parties or any receiver and all remuneration payable to the Finance Parties or any receiver under or pursuant to the Security Documents including, without limitation, legal expenses, re instatement costs and any costs incurred in recovering possession of the Security Assets; (ii) second, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent Finance Parties to the extent not recovered under paragraph (i) above under this AgreementAgreement and the Finance Documents; (iiiii) secondlythird, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment interest payable to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders Finance Parties under this Agreement and the New Lenders pro rata) and commitment fees due but unpaid under this AgreementFinance Documents; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthlyfourth, in or towards payment pro rata of any other sum Break Costs of the Lenders due but unpaid and payable to the Finance Parties under this Agreement and the Finance Documents; (v) fifth, in or towards payment pro rata of any principal in respect of this Agreement and the Finance Documents due but unpaid; (vi) sixth, in or towards payment pro rata to the Finance Parties of any other amounts which are due but unpaid by the Obligors to any of the Finance Parties under the Finance DocumentsDocuments in such order as the Finance Parties shall in their absolute discretion determine; and (vii) seventh, after all amounts payable or which may become payable under the Finance Documents have been paid in full and the Finance Documents have been discharged in payment of the surplus, if any, to the Borrower or other persons entitled thereto. (b) Subject to the Security Deedterms of the Intercreditor Agreement, the Facility Agent shallmust, if so directed by all of the Lenders, vary the order set out in subparagraphs at paragraphs (a)(ii) to (va)(vi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall This Clause 12.7 will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to the Security Deedparagraph (b) below, if the Facility Intercreditor Agent at any time receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under this Agreementthe Senior Finance Documents, the Facility Intercreditor Agent shall apply that determine the entitlement of each Senior Secured Party to the proceeds of such payment towards by notionally applying such payment so received amongst the obligations Senior Secured Parties in the order of priority set out in Clause 3.4(c) (Offshore General Account) of the Obligors under this Agreement Accounts Agreement. (b) Notwithstanding any other provision to the contrary in the following orderSenior Finance Documents, all Enforcement Proceeds shall be applied by the Intercreditor Agent as follows: (i) first, in to pay: (A) all fees, costs and expenses, including any legal or towards payment pro rata other costs and expenses arising from the exercise or purported exercise of any Remedies or the preservation of rights or Remedies due and payable to the Agents under the Senior Finance Documents; and (B) all unpaid costs, fees and expenses indemnity entitlements of the Facility Agent Senior Secured Parties under this the Senior Finance Documents (including any amounts payable under Clause 25.1 (Currency Indemnity) of the Common Terms Agreement); (ii) secondlysecond, to pay the following amounts in or towards payment pro rata the following order of priority: (A) any accrued fees fees, costs and expenses due and payable under the Senior Finance Documents to the Senior Secured Parties (other than to the Agents pursuant to sub-paragraph (i)(A) above and EPRG Premium due and payable by the Borrower to the Covered Lenders pursuant to the terms of the Covered Lenders Facility Agreement); (B) default interest due and payable on any commitment fees amounts outstanding under the Senior Finance Documents; (C) each of the following: (1) ordinary interest due and payable on Senior Loans outstanding under Clause 20.1 the Senior Facilities; and (Commitment fee)2) Hedging Costs due but unpaid and payable, provided that, if PLN is obligated to make any ESC Buyout Payments or the Intercreditor Agent determines that such obligation is reasonably likely to arise, then any Hedging Costs which constitute Subsequent Hedging Obligations shall not be included under Clause 20 this sub-paragraph (Fees)ii) and shall only be paid in accordance with sub-paragraph (vi) below; and (D) each of the following: (1) principal due and payable with respect to Senior Loans outstanding under the Senior Facilities; (2) amounts due and payable to JBIC pursuant to the Reimbursement and Subrogation Agreement; and (3) Hedging Termination Sums due and payable, provided that, if PLN is obligated to make any ESC Buyout Payments or the Intercreditor Agent determines that such obligation is reasonably likely to arise, then any Hedging Termination Sums which constitute Subsequent Hedging Obligations shall not be included under this sub-paragraph (ii) and shall only be paid in accordance with sub-paragraph (vi) below; (iii) thirdlythird, in or towards payment to the Lenders pro rata of pay any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Senior Finance Documents other than a sum referred to in another sub-paragraph of this paragraph (b); (iv) fourth, to pay any increased costs and any prepayment fee due and payable under the Senior Finance Documents.; (b) Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) to (v) fifth, to pay any EPRG Premium due and payable by the Borrower to the Covered Lenders pursuant to the terms of the Covered Lenders Facility Agreement; (vi) sixth, to pay any Subsequent Hedging Obligations due and payable and not otherwise satisfied pursuant to sub-paragraph (ii) above. The Facility Agent shall notify UPC Broadband of ; and (vii) last, to pay the surplus (if any) to the Borrower or any such variationother person entitled to it. (c) Paragraphs Where funds are insufficient to meet the total amount due and referred to in any sub-paragraph under this Clause 8.8, then, subject to any express requirement in that sub-paragraph to apply funds in a particular order of priority, available funds shall be applied pro rata and on a pari passu basis to meet the amounts due and referred to in that sub-paragraph and no amount may be applied against any amount referred to in any subsequent sub-paragraph. (ad) and (b) above shall An appropriation made in accordance with this Clause 8.8 will override any appropriation made by any Obligorthe Borrower.

Partial payments. If, (ai) Subject to the Security Deed, if the Facility Agent receives on any date on which a payment insufficient is due to discharge all the amounts then due and payable be made by an Obligor any Borrower under this Agreement, the Facility amount received by the Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date or (ii) on any date on which the Agent receives any payment from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors such Borrower under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (ia) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses (ignoring any fees payable under clause 7.1(a) or (b)) of the Facility Agent, Security Agent, Arrangers, Documentation Agent or Underwriters under this Agreement; (iib) secondly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Finance Parties under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)clause 17.12; (iiic) thirdly, in or towards payment to the Lenders pro rata Arrangers of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to portion of the Existing Lenders and the New Lenders pro rataarrangement fee payable under clause 7.1(a) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (ivd) fourthly, in or towards payment to the Lenders pro rata Agent of any principal due but unpaid portion of the agency fee payable under this Agreement; andclause 7.1(b) which remains unpaid; (ve) fifthly, in or towards payment pro to the Finance Parties, on a pro-rata basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (f) sixthly, in or towards payment to the Finance Parties, on a pro-rata basis, of any accrued interest, letter of credit commission or Fronting Bank fees which shall have become due but remain unpaid but so that any amount payable by virtue of clause 8.5 shall be excluded; (g) seventhly, in or towards payment to the Finance Parties, on a pro-rata basis, of any principal payable to the Finance Parties which shall have become due but remains unpaid; (h) eighthly, in or towards payment to any such Finance Parties, on a pro-rata basis, of any amount payable to any Finance Parties by virtue of clause 8.5 which remains unpaid; and (i) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid (and, if more than one such sum so remains unpaid, on a pro-rata basis). Each reference in clauses 8.9(a) to (e) (inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under the Finance Documents. (bclause 5.3). Accordingly, clause 8.9(f) Subject shall be construed as referring to interest on principal and accrued interest thereon which remains unpaid to the Security Deed, the Facility Agent shall, if so directed by all extent due. The order of the Lenders, vary the order application set out in subparagraphs (a)(iiclauses 8.9(e) to (v8.9(i) above. The Facility shall be varied by the Agent shall notify UPC Broadband of if the Majority Banks so direct, without any such variationreference to, or consent or approval from, any Borrower. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthose Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors that Obligor under this Agreement those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs (including Break Costs) and expenses (ignoring any fees payable under clause 13 (Fees)) of the Facility Agents, the Security Agent or the Mandated Lead Arrangers under this Agreementthose Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment amount owing to the Existing Lenders and under clause 37.10 (Lenders’ indemnity to the New Facility Agent) including any amount resulting from the indemnity to the Security Agent under clause 37.21(a) (Application of certain clauses to Security Agent); (iii) thirdly, in or towards payment, on a pari passu basis, to (i) the Lenders pro rata) and commitment fees rata of any accrued interest, fee or commission due but unpaid under this Agreementthose Finance Documents and (ii) the Hedging Banks pro rata of any sums owing to them under any of those Finance Documents (other than any swap termination sums / closeout payments owing to them under the Hedging Contracts); (iv) fourthly, in or towards payment to payment, on a pari passu basis, to: (A) the Lenders pro rata of any principal which is due but unpaid under this Agreementthose Finance Documents; and (B) the Hedging Banks pro rata of any termination sums owing to them under the Hedging Contracts; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the LendersLenders and the Hedging Banks, vary the order set out in subparagraphs paragraphs (a)(iii) to (v) above. The Facility Agent shall notify UPC Broadband of any such variationclause 40.6(a). (c) Paragraphs (aClauses 40.6(a) and (b40.6(b) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject to If the Security Deed, if the Facility Administrative Agent or Collateral Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor a Credit Party under this Agreementthe Finance Documents, the Facility Administrative Agent or Collateral Agent shall apply that payment towards the obligations of that Credit Party then due and owing under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid the reasonable expenses, liabilities, losses, costs, fees duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the Collateral Agent and its agents and counsel, and to the ratable payment of any other unreimbursed reasonable expenses of for which the Facility Agent under Collateral Agent, the Administrative Agent, the Issuing Bank or any Finance Party is to be reimbursed pursuant to this AgreementAgreement or any other Finance Document, in each case, that are then due and payable; (ii) secondlysecond, in or towards payment pro rata of any accrued fees (other than any commitment fees but unpaid interest then due and payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdlythird, in or towards payment to the Lenders pro rata of any accrued interest (includingbut unpaid Agent's fees, where a Mid-Interest Period Transfer has taken place towards payment commitment fees, letter of credit fees and fronting fees then due and payable to the Existing Lenders Administrative Agent, the Issuing Banks and the New Revolving Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthlyfourth, in or towards payment of any principal due and payable but unpaid under this Agreement with respect to the Lenders Swingline Loans; (v) fifth, in or towards payment pro rata of any principal due and payable but unpaid under this Agreement; andAgreement with respect to the Revolving Loans and any amount due and payable but unpaid under Clauses 7.4 (Claims under a Letter of Credit) and 7.5 (Indemnities); (vvi) fifthlysixth, in or towards payment pro rata of any other sum due and payable but unpaid under the Finance Documents.; (bvii) Subject seventh, any excess after payment of the foregoing amounts shall be paid to the Security Deed, the Facility Agent shall, if so directed by all of the Lenders, vary the order set out in subparagraphs (a)(ii) Borrower or any Credit Party as appropriate or to (v) above. The Facility Agent shall notify UPC Broadband of any such variationother Person who may be lawfully entitled to receive such excess. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to the Security Deed, if If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents or the Facility Agent receives a payment at a time when an Obligor under this AgreementEvent of Default is continuing, the Facility Agent shall apply that payment towards the obligations of the Obligors Company under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata and pari passu of any unpaid costs, fees and expenses (including but not limited to reasonable legal fees) of the Facility Agent, the Security Agent under this Agreementand any Property Manager; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)Facility Fee; (iii) thirdly, if the Facility Agent is so directed by the Majority Lenders, in or towards payment to a Costs Reserve Account to be established by the Lenders pro rata Company in such amount as the Facility Agent shall determine is necessary to establish a reserve fund in relation to capital expenditure in respect of any accrued interest the Properties, operating expenses of the Company (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rataincluding Permitted Operating Expenses) and commitment fees due but unpaid under this Agreementamounts payable in respect of property management and asset management expenses; (iv) fourthly, in or towards payment to pay the Lenders pro rata of any principal due but unpaid under this Agreement; andC Loan Additional Payment; (v) fifthly, to pay interest due and unpaid in respect of the A Loan; LEGAL_EU # 10964296.8 (vi) sixthly, to repay principal (whether or not due) in respect of the A Loan and any other amounts (other than interest) due but unpaid to the A Lender under the Finance Documents; (vii) seventhly, to pay interest due and unpaid in respect of the B Loan; (viii) eighthly, to repay principal (whether or not due) in respect of the B Loan and any other amounts (other than interest) due but unpaid to the B Lender under the Finance Documents; (ix) ninthly, to pay interest due and unpaid in respect of the C Loan; (x) tenthly, to repay principal (whether or not due) in respect of the C Loan and any other amounts (other than interest and the C Loan Additional Payment) due but unpaid to the C Lender under the Finance Documents; and (xi) eleventhly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (vxi) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by any Obligorthe Company.

Partial payments. (a) Subject to Save in the Security Deedcircumstances described in paragraph (c) below, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Security Agent and the Arranger under this Agreement;the Finance Documents; Table of Contents (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest or commission due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) If after the service of a notice by the Agent under Clause 23.17 (Acceleration) or pursuant to the provisions of Clause 29.10 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in paragraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 29.5 (Partial Payments). (e) Paragraphs (a), (b), (c) and (bd) above shall will override any appropriation made by any an Obligor.

Partial payments. (a) Subject If, prior to the Security Deeda Waterfall Trigger Event, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of the Obligors Company under this Agreement the Finance Documents in the following order: (i) first, in or towards payment pro rata and pari passu of any unpaid costs, fees and expenses of the Facility Agent, the Security Agent under this Agreement;and any Property Manager and of any other due but unpaid Facility Fee; and (ii) secondly, in or towards payment pro rata rata: (A) to the Hedge Counterparties of any accrued fees net amount (other than any commitment fees payable under Clause 20.1 (Commitment fee)not being an amount due as a result of termination or closing out) due but unpaid under Clause 20 the Hedging Agreements; and (Fees)B) to the Facility Agent for the relevant Finance Parties of any accrued interest, due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata: (A) to the Lenders pro rata Hedge Counterparties of any accrued interest net amount (including, where not being payments referred to in paragraph (iv) below) as a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees result of termination or closing out due but unpaid under this Agreementthe Hedging Agreements; and (B) to the Facility Agent for the relevant Finance Parties of any amount of principal due but unpaid under the Finance Documents and any other amounts due but unpaid to the Finance Parties under the Finance Documents (other than those referred to in paragraph (iv) below); (iv) fourthly, in or towards payment to the Lenders pro rata to each Hedge Counterparty of any principal payments due but unpaid as a result of termination or closing out under this the Hedging Agreement to which that Hedge Counterparty is a party as a result of: (A) the occurrence of an Event of Default (as defined in the Hedging Agreement) where that Hedge Counterparty is the Defaulting Party; and (B) the occurrence of a Hedge Additional Termination Event following a failure of the Hedge Counterparty to comply with the requirements of the ratings downgrade provisions set out in the Hedging Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, or, if a Waterfall Trigger Event exists, in accordance with Clause 3.3 of the Intercreditor Deed. (b) Subject to the Security Deed, the The Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(iiii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) Paragraphs (a) and (b) above shall will override any appropriation made by the Company. (d) The provisions of paragraph (a) above shall not apply to any ObligorOver Collateralised Amount and, in respect of any such Over Collateralised Amount, the Facility Agent shall make the payments referred to in Clause 14.6(c)(ii) (CSA Account).

Partial payments. If: (a) Subject on any date on which a payment is due to be made by any Borrower under this Agreement, the Security Deed, if amount received by the Facility Agent from such Borrower falls short of the total amount of the payment due to be made by such Borrower on such date; or (b) on any date on which the Facility Agent receives a any payment insufficient from the Security Agent or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Security Documents, the amount of such payment or other receipt falls short of the total amount owing to discharge all the amounts then due and payable by an Obligor Finance Parties under this AgreementAgreement on such date then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors such Borrower under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Borrower: (i) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses of the Facility Agent, Security Agent or the Arrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Banks under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)clause 20.2; (iii) thirdly, in or towards payment to the Lenders pro Arrangers, on a pro-rata basis, of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to portion of the Existing Lenders and the New Lenders pro ratafees payable under clause 7.1(a) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (iv) fourthly, in or towards payment to the Lenders pro Facility Agent and the Security Agent, on a pro-rata basis, of any principal due but unpaid portion of the fees payable under this Agreement; andclause 7.1(b) which remains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued commitment commission payable under clause 7.2 which shall have become due but remains unpaid; (vi) sixthly, in or towards payment to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vii) seventhly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (viii) eighthly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (ix) ninthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shalland, if more than one such sum so directed by all of the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in subparagraphs (a)(iiclause 8.9(i) to (vix) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). The Facility Agent Accordingly, clause 8.9(vi) shall notify UPC Broadband of any such variationbe construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to 3.11.1 If the Investment Agent or the Security Deed, if the Facility Agent receives or recovers a payment Remittance that is insufficient to discharge all the amounts then due and payable by an any Obligor under this Agreementthe Transaction Documents, the Facility Investment Agent (or, as the case may be, the Security Agent) shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Transaction Documents in the following order: (a) if received on or after the first Ististna’ Payment Date but before the Commencement Date: (i) first, in or towards payment pro rata of any unpaid costsoutstanding fees, fees actual costs and expenses of due to the Facility Arranger, the Investment Agent and the Security Agent under this Agreementthe Transaction Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) Advance Variable Rental Payments due but unpaid under Clause 20 (Fees)the Transaction Documents; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees Advance Fixed Rental Payments due but unpaid under this Agreement;the Transaction Documents; and (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Transaction Documents.; or (b) Subject if received on or after the Commencement Date: (i) first, in or towards payment pro rata of any outstanding fees, actual costs and expenses due to the Security DeedArranger, the Facility Investment Agent and the Security Agent under the Transaction Documents; (ii) secondly, in or towards payment pro rata of any accrued Variable Rental Payments due but unpaid under the Transaction Documents; (iii) thirdly, in or towards payment pro rata of any accrued Fixed Rental Payments due but unpaid under the Transaction Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Transaction Documents. 3.11.2 The Investment Agent shall, if so directed by all of the LendersMajority Participants, vary the order set out in subparagraphs (a)(iiClauses 3.11.1(a) to (v) above. The Facility Agent shall notify UPC Broadband of any such variationor 3.11.1(b). (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. If: (a) Subject to the Security Deed, if the Facility Agent receives on any date on which a payment insufficient is due to discharge all the amounts then due and payable be made by an a Obligor under this Agreement, the amount received by the Facility Agent from such Obligor falls short of the total amount of the payment due to be made by such Obligor on such date; or (b) on any date on which the Facility Agent receives or recovers any payment from an Obligor or otherwise receives any amount representing proceeds of realisations or other recoveries under any of the Finance Documents, the amount of such payment or other receipt falls short of the total amount owing to the Finance Parties under this Agreement on such date, then (in any such case), without prejudice to any rights or remedies available to the Finance Parties under any of the Finance Documents, the Facility Agent shall apply that payment the amount actually received by it in or towards discharge of the obligations of the Obligors relevant Obligor under this Agreement in the following order, notwithstanding any appropriation made, or purported to be made, by such Obligor: (i) first, in or towards payment pro payment, on a pro-rata basis, of any unpaid costs, fees costs and expenses of the Facility Agent or the Arrangers under this Agreement; (ii) secondly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued fees (other than any commitment fees payable amount owing to the Banks under Clause 20.1 (Commitment fee)) due but unpaid under Clause 20 (Fees)clause 20.2; (iii) thirdly, in or towards payment to the Lenders pro Facility Agent on a pro-rata basis, of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to portion of the Existing Lenders and the New Lenders pro ratafees payable under clause 7.1(b) and commitment fees due but unpaid under this Agreementwhich remains unpaid; (iv) fourthly, in or towards payment to the Lenders pro Banks, on a pro-rata basis, of any principal accrued commitment commission payable under clause 7.2 which shall have become due but unpaid under this Agreement; andremains unpaid; (v) fifthly, in or towards payment pro to the Banks, on a pro-rata basis, of any accrued interest, Letter of Credit commission and (in the case of the Issuing Bank) Letter of Credit fronting fees or commission which shall have become due but remain unpaid, but so that any amount payable by virtue of clause 8.5 shall be excluded; (vi) sixthly, in or towards payment to the Banks, on a pro-rata basis, of any principal which shall have become due but remains unpaid; (vii) seventhly, in or towards payment to any such Banks, on a pro-rata basis, of any amount payable to any Banks by virtue of clause 8.5 which remains unpaid; and (viii) eighthly, in or towards payment of any other sum which shall have become due but remains unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility Agent shalland, if more than one such sum so directed by all of the Lendersremains unpaid, vary the order set out on a pro-rata basis). Each reference in subparagraphs (a)(iiclause 8.9(i) to (vviii) above(inclusive) to a category of unpaid sums shall include interest thereon payable in accordance with this Agreement (including, without limitation, default interest under clause 5.4). The Facility Agent Accordingly, clause 8.9(v) shall notify UPC Broadband of any such variationbe construed as referring to interest on principal and accrued interest thereon which remain unpaid to the extent due. (c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.

Partial payments. (a) Subject to Save in the Security Deedcircumstances described in paragraph (c) below, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under this Agreementthe Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Obligors under this Agreement Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid costsfees, fees costs and expenses of the Facility Agent, the Security Agent and the Arranger under this Agreementthe Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) interest or commission due but unpaid under Clause 20 (Fees)this Agreement; (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest (including, where a Mid-Interest Period Transfer has taken place towards payment to the Existing Lenders and the New Lenders pro rata) and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under this Agreement; and (viv) fifthlyfourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) Subject to the Security Deed, the Facility The Agent shall, if so directed by all of the Majority Lenders, vary the order set out in subparagraphs paragraphs (a)(ii) to (viv) above. The Facility Agent shall notify UPC Broadband of any such variation. (c) If after the service of a notice by the Agent under Clause 24.18 (Acceleration) or pursuant to the provisions of Clause 30.10 (Application of Proceeds by Security Agent) the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor or a Bilateral Borrower (other than an Obligor) under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor or Bilateral Borrower (other than an Obligor), as the case may be, under the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Security Agent and the Arranger under the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under the Finance Documents (including without limitation provisions of cash cover in respect of contingent liabilities and payments due under the Bilateral Facilities and Hedging Agreements); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents, provided that the amount applied by the Agent in respect of the obligations of the Bilateral Borrowers incorporated in the U.S. shall not exceed the aggregate amount received by the Agent from, or in respect of the assets of, the Obligors incorporated in the U.S. (d) The Agent shall, if so directed by the Majority Creditors, vary the order set out in paragraphs (c)(ii) to (iv) above provided that any such variation shall be subject to the proviso to paragraph (c) of Clause 30.5 (Partial Payments). (e) Paragraphs (a), (b), (c) and (bd) above shall will override any appropriation made by any an Obligor.