Common use of Order of Application Clause in Contracts

Order of Application. Any repayment made pursuant to paragraph (a) of Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance shall, subject to the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Clause 12.3, be applied either: (i) to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so elects, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled Repayments; and (B) second, to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments.

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

Order of Application. Any repayment The amount of each prepayment of the Facilities made pursuant to paragraph under Clauses 7.5(a) and (c) (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied: (a) first, pro rata between outstanding Facility D Advances with a corresponding permanent cancellation of Clause 12.1 the Total Facility D1 Commitments, Total Facility D2 Commitments, Total Facility D3 Commitments, Total Facility D4 Commitments and Total Facility D5 Commitments (Voluntary Prepayment) in respect pro rata between the Commitments of a Term the Lenders under the relevant Facility Advance shall, subject to the provisions of paragraph D); and (b) (Waivable Voluntary Repayment) second, once all outstanding Facility D Advances have been repaid or prepaid in full and all undrawn Facility D Commitments have been cancelled and subject to any requirements described this Agreement first to apply amounts in prepayment of this Clause 12.3, be applied eitherthe Existing Facilities: (i) to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 first pro rata between outstanding Additional Facility Advances and any Incremental Term other than Additional Facility Advances pro rata to that can be prepaid and re-borrowed (and, if applicable, against the respective Term Repayment Instalments for the relevant Additional Facility Outstandingsor Facilities in such order as may be specified by UPC Broadband); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; orand (ii) if the Borrower so electssecond against outstanding Additional Facility Advances that can be prepaid and re-borrowed, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of between such Scheduled Repayments; and (B) second, to the prepayment of A outstanding Additional Facility Advances, B1 in each case with a corresponding permanent cancellation of the Total Additional Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances Commitments (pro rata to between the relevant Term Facility Outstandings (as reduced by Commitments of the prepayments referred to in paragraph (A) aboveLenders under each Additional Facility); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments.

Order of Application. Any repayment made pursuant to paragraph (a) of Subject to Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance shall, subject to the provisions of paragraph (b7.10(c) (Waivable Voluntary Repayment) of this Clause 12.3, be applied either:Facility C Call protection): (i) to the amount of each prepayment of A Facility Advancesthe Facilities made under Clause 7.5 (a), B1 Facility AdvancesClause 7.5(b), B2 Facility AdvancesClause 7.5(c)(i)(A), C1 Facility Advances, C2 Facility Advances 7.5(c)(ii)(A) 7.5(d)(i)(A) and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such 7.5(d)(ii)(A) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so electsapplied, in the following orderunless otherwise stated: (A) first to first, pro rata between outstanding Facility B Advances and Facility C Advances (and pro rata against the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date Repayment Instalments for Facility B and Facility C respectively) with a corresponding permanent cancellation of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Total Facility due on such Scheduled Prepayment Date B Commitments and Total Facility C Commitments (pro rata to between the relative amounts Commitments of such Scheduled Repaymentsthe Lenders under the relevant Facility); and (B) second, to against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of A Facility Advancesthe Facilities made under clause 7.6A(a)(i)(A), B1 Facility Advances7.6A(a)(ii), B2 Facility Advances, C1 Facility Advances, C2 Facility Advances 7.6A(b)(i)(A) and any Incremental Term Facility Advances pro rata to the relevant Term Facility Outstandings 7.6A(b)(ii) (as reduced by the prepayments referred to in paragraph Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) abovefirst, pro rata between outstanding Facility B Advances and Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in relation to column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.3 (Voluntary prepayment), as a result of the application of the proceeds of the Additional Facility such in accordance with Clause 16.12(b)(ii) (Restrictions on Financial Indebtedness); and (B) outstanding Facility B Advances made under Clause 7.5(c)(i)(B), 7.5(c)(ii)(B), 7.5(d)(i)(C) and 7.5(d)(ii)(C) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) and Clauses 7.6A(a)(i)(B) and 7.6A(b)(i)(B) (Mandatory prepayment from Third Party Debt proceeds), shall be applied (in the case of Facility B or Facility C) against all remaining Scheduled Repayments the Repayment Instalments for the relevant Facility in order of such maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata to between the respective amounts Commitments of such Scheduled Repaymentsthe Lenders under the relevant Facility).

Order of Application. Any repayment made Subject to Clause 12.2 (Prospective liabilities), all amounts from time to time received or recovered by the Collateral Agent pursuant to paragraph the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (afor the purposes of this Clause 12, the “Recoveries”) of Clause 12.1 shall be held by the Collateral Agent on trust to apply them at any time as the Collateral Agent (Voluntary Prepaymentin its discretion) in respect of a Term Facility Advance shallsees fit, to the extent permitted by applicable law (and subject to the provisions of paragraph this Clause 12), in the following order of priority: (a) in discharging any sums owing to the Collateral Agent (other than pursuant to Clause 13.3 (Parallel debt (Covenant to pay the Collateral Agent)), any Receiver or any Delegate; (b) in discharging any other Creditor Representative A▇▇▇▇▇▇; (Waivable Voluntary Repaymentc) in discharging all costs and expenses incurred by any Pari Passu Creditor in connection with any realisation or enforcement of the Transaction Security taken in accordance with the terms of this Deed or any action taken at the request of the Collateral Agent under Clause 12.34.5 (Further assurance – Insolvency Event); (d) in payment or distribution pro rata to the relevant Pari Passu Creditor Representative (or Creditor if the Creditor is not represented by an agent, be applied eithertrustee or nominee)) on its own behalf and on behalf of the other Pari Passu Creditors for application towards: (i) to the prepayment Pari Passu Liabilities (in accordance with the terms of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances the relevant Pari Passu Debt Documents) on a pro rata to the respective Term basis between Pari Passu Liabilities under separate Pari Passu Facility OutstandingsAgreements; in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; orand (ii) if the Borrower so elects, Pari Passu Liabilities (in accordance with the following order:terms of the relevant Pari Passu Debt Documents) on a pro rata basis between Pari Passu Liabilities under separate Pari Passu Notes Documents; on a pro rata basis between sub-paragraphs (i) and (ii) above; (Ae) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date if none of the respective voluntary prepayment, applied Debtors is under any further actual or contingent liability under any Finance Document in respect of each Scheduled Repayment Date payment or distribution to repay any person to whom the Collateral Agent is obliged to pay or distribute in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient priority to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled Repaymentsany Debtor; and (Bf) secondthe balance, to the prepayment of A Facility Advancesif any, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata in payment or distribution to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled RepaymentsDebtor.

Order of Application. Any repayment made pursuant to paragraph (a) of Subject to Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance shall, subject to the provisions of paragraph (b7.10(c) (Waivable Voluntary Repayment) of this Clause 12.3, be applied either:Facility C Call protection): (i) to the amount of each prepayment of A Facility Advancesthe Facilities made under Clause 7.5(a), B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances Clause 7.5(b) and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such Clause 7.5(c)(Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so electsapplied, in the following orderunless otherwise stated: (A) first to first, pro rata between outstanding Facility B Advances and Facility C Advances (and pro rata against the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date Repayment Instalments for Facility B and Facility C respectively) with a corresponding permanent cancellation of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Total Facility due on such Scheduled Prepayment Date B Commitments and Total Facility C Commitments (pro rata to between the relative amounts Commitments of such Scheduled Repaymentsthe Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of the Facilities made under Clause 7.6 Mandatory prepayment from disposal proceeds) shall be applied against the Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment of A is due to be made and against all the outstanding Advances made under the relevant Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata (and, if applicable, against the Repayment Instalments for the relevant Facility or Facilities in such order as may be specified by UPC Broadband); and (iii) if UPC Broadband does not give a notice to the relevant Term Facility Outstandings Agent specifying how amounts are to be applied in prepayment under Clause 7.6 (as reduced by Mandatory prepayment from disposal proceeds) within the prepayments referred to time period specified in paragraph subparagraph (Aa)(ii) above); in relation to each Facility such , the amount of the relevant prepayment shall be applied in accordance with subparagraph (a)(i) above. (iv) the amount of each prepayment of: (A) the Facilities made under Clause 7.3 (Voluntary prepayment), as a result of the application of the proceeds of an Additional Facility; and (B) outstanding Facility B Advances made under Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds), shall be applied: I. (in the case of Facility B or Facility C) against the Repayment Instalments for the relevant Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all remaining Scheduled Repayments of the Facility A Advances pro rata or against such Facility pro rata to A Advances as UPC Broadband may designate in the respective amounts of such Scheduled RepaymentsCancellation Notice delivered under Clause 7.3 (Voluntary prepayment).

Order of Application. Any repayment made All amounts paid to the Applicable Representative or the Additional Secured Applicable Representative pursuant to paragraph (a) of this Agreement for application in accordance with this Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance 18 shall, subject to the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Clause 12.3, be applied eitherterms hereof: 1. first: (ia) to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such prepayment shall be applied by the Applicable Representative against all remaining Scheduled Repayments each Series of such Facility pro rata to Senior Obligations (other than any Additional Secured Obligations) under the respective First Lien Intercreditor Agreement (on a rateable basis in accordance with the amounts of such Scheduled Repayments; or (ii) if Series of Senior Obligations and the Borrower so elects, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date terms of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled Repaymentsapplicable Senior Finance Documents); and (Bb) the HY Noteholders Trustee for application towards the HY Noteholders Trustee Amounts which are then due, all such amounts to be payable to the Applicable Representative and the HY Noteholders Trustee on a pari passu basis; 2. second, be applied by the Additional Secured Applicable Representative against each Series of Additional Secured Obligations (on a rateable basis in accordance with the amounts of such Series of Additional Secured Obligations and the terms of the applicable Additional Secured Documents); and 3. third, after discharge in full of the Senior Obligations, any surplus shall, subject to Clause 18.2 (Direction of the prepayment of A Facility AdvancesCompany), B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata be paid to the relevant Term Facility Outstandings Subordinated Guarantor provided that to the extent any amounts were received from HY Creditors pursuant to Clause 6 (as reduced by the prepayments referred to in paragraph (ASubordination) above); in relation such surplus will be paid to each Facility such prepayment shall HY Noteholders Trustee to be applied against all remaining Scheduled Repayments the relevant Series of such Facility pro rata to HY Notes Obligations (on a rateable basis in accordance with the respective amounts of such Scheduled RepaymentsSeries of HY Notes Obligations and the terms of the applicable HY Notes Documents).

Order of Application. Any repayment made pursuant to paragraph (a) of Subject to Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance shall, subject to the provisions of paragraph (b7.10(c) (Waivable Voluntary Repayment) of this Clause 12.3, be applied either:Facility C Call protection): (i) to the amount of each prepayment of A Facility Advancesthe Facilities made under Clause 7.5(a), B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances Clause 7.5(b) and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such Clause 7.5(c)(i) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so electsapplied, in the following orderunless otherwise stated: (A) first to first, pro rata between outstanding Facility B Advances and Facility C Advances (and pro rata against the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date Repayment Instalments for Facility B and Facility C respectively) with a corresponding permanent cancellation of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Total Facility due on such Scheduled Prepayment Date B Commitments and Total Facility C Commitments (pro rata to between the relative amounts Commitments of such Scheduled Repaymentsthe Lenders under the relevant Facility); and (B) second, to against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of A the Facilities made under clause 7.6A (Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) first, pro rata between outstanding Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility B Advances and any Incremental Term Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.3 (Voluntary prepayment), as a result of the application of the proceeds of an Additional Facility; and (B) outstanding Facility B Advances made under Clause 7.5(c)(iii) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds), shall be applied: I. (in the case of Facility B or Facility C) against the Repayment Instalments for the relevant Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all the Facility A Advances pro rata to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such prepayment shall be applied or against all remaining Scheduled Repayments of such Facility pro rata to A Advances as UPC Broadband may designate in the respective amounts of such Scheduled RepaymentsCancellation Notice delivered under Clause 7.3 (Voluntary prepayment).

Order of Application. Any repayment Prepayments of the Loan made pursuant to paragraph (a) Section 4.3.3 shall be applied to the Revolving Loan and the Term Loan, pro rata according to the total of Clause 12.1 (Voluntary Prepayment) Commitments in respect thereof at the time of such prepayment. Any Lender who does not wish to receive a prepayment under Section 4.3.3 in respect of a such Lender's Percentage Interest in the Term Facility Advance shallLoan must notify the Agent and the Company within two banking Days after receipt of notice of such proposed prepayment. If any Lender elects not to receive such prepayment of the Term Loan, subject the portion of such prepayment that would have been applied to the provisions portion of paragraph (b) (Waivable Voluntary Repayment) of this Clause 12.3, the Term Loan held by such Lender shall instead be applied either: (i) first to the repayment of the Revolving Loan, until there is no outstanding principal amount of the Revolving Loan, and (ii) then any amount remaining shall be applied to the prepayment of A Facility Advancesthe Term Loan, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata in accordance with the respective Percentage Interests in the Term Loan of all the Lenders. Prepayments of the Term Loan made pursuant to Sections 4.3.3 and 4.4 shall be applied first to the respective payment of the amount of principal of the Term Facility Outstandings; Loan owing at the Final Maturity Date, and then to the prepayments of the Term Loan required by Section 4.2 in relation the inverse order of the maturity thereof. Any prepayment of a portion of the Loan shall be applied first to each Facility the portion of the Loan not then subject to Eurodollar Pricing Options, then the balance of any such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts portion of such Scheduled Repayments; or (ii) if the Borrower so electsLoan then subject to Eurodollar Pricing Options, in the following order: (A) first to the prepayment, in direct chronological order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepaymentmaturities thereof, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled Repayments; and (B) second, to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and together with any Incremental Term Facility Advances pro rata to the relevant Term Facility Outstandings (as reduced payments required by the prepayments referred to in paragraph (A) above); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled RepaymentsSection 3.2.4.

Order of Application. Any repayment made pursuant to paragraph (a) of Subject to Clause 12.1 (Voluntary Prepayment) in respect of a Term Facility Advance shall, subject to the provisions of paragraph (b13.10(c) (Waivable Voluntary Repayment) of this Clause 12.3, be applied either:Facility C Call protection): (i) to the amount of each prepayment of A Facility Advancesthe Facilities made under Clause 7.5 (a), B1 Facility AdvancesClause 7.5(b), B2 Facility AdvancesClause 7.5(c)(i)(A), C1 Facility Advances, C2 Facility Advances 7.5(c)(ii)(A) 7.5(d)(i)(A) and any Incremental Term Facility Advances pro rata to the respective Term Facility Outstandings; in relation to each Facility such 7.5(d)(ii)(A) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) and Clause 7.6 (Prepayment from disposal proceeds) shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so electsapplied, in the following orderunless otherwise stated: (A) first to first, pro rata between outstanding Facility B Advances and Facility C Advances (and pro rata against the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date Repayment Instalments for Facility B and Facility C respectively) with a corresponding permanent cancellation of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Total Facility due on such Scheduled Prepayment Date B Commitments and Total Facility C Commitments (pro rata to between the relative amounts Commitments of such Scheduled Repaymentsthe Lenders under the relevant Facility); and (B) second, to against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments, (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column 2 of Clause 13.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; (ii) the amount of each prepayment of A the Facilities made under clause 7.6A(a)(i)(A), 7.6A(a)(ii), 7.6A(b)(i)(A) and 7.6A(b)(ii) (Mandatory prepayment from Third Party Debt proceeds) shall be applied: (A) first, pro rata between outstanding Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility B Advances and any Incremental Term Facility C Advances (and against the Repayment Instalments for Facility B and Facility C respectively in order of maturity), starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and (B) second, against outstanding Facility A Advances (pro rata against all Facility A Advances) with a corresponding permanent cancellation of the Total Facility A Commitments (pro rata between the Commitments of the Lenders under that Facility) and a corresponding reduction of each amount specified in column (2) of clause 7.1(d) (Automatic Cancellation of the Commitments) by the amount of each such prepayment; and (iii) the amount of each prepayment of: (A) the Facilities made under Clause 7.3 (Voluntary prepayment), as a result of the application of the proceeds of the Additional Facility in accordance with Clause 22.12(b)(ii) (Restrictions on Financial Indebtedness); and (B) outstanding Facility B Advances made under Clause 7.5(c)(i)(B), 7.5(c)(ii)(B), 7.5(d)(i)(C) and 7.5(d)(ii)(C) (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds) and Clauses 7.6A(a)(i)(B) and 7.6A(b)(i)(B) (Mandatory prepayment from Third Party Debt proceeds), shall be applied: I. (in the case of Facility B or Facility C) against the Repayment Instalments for the relevant Facility in order of maturity, starting with amounts due to be paid on the next Facility B Repayment Date or Facility C Repayment Date (as applicable) with a corresponding permanent cancellation of the Total Facility B Commitments or Total Facility C Commitments (as applicable) (pro rata between the Commitments of the Lenders under the relevant Facility); and II. (in the case of Facility A) against all the Facility A Advances pro rata to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in paragraph (A) above); in relation to each Facility such prepayment shall be applied or against all remaining Scheduled Repayments of such Facility pro rata to A Advances as UPC Distribution may designate in the respective amounts of such Scheduled RepaymentsCancellation Notice delivered under Clause 7.3 (Voluntary prepayment).

Order of Application. Any repayment made pursuant to paragraph (a) The amount of Clause 12.1 each prepayment of the Facilities made under Clauses 14.5(a) and (Voluntary Prepaymentc) in respect of a Term Facility Advance shall(Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares) shall be applied, subject to any requirements described in this Agreement first to apply amounts in prepayment of the provisions of paragraph (b) (Waivable Voluntary Repayment) of this Clause 12.3, be applied eitherExisting Facilities: (i) first pro rata between outstanding Advances other than Advances that can be prepaid and re-borrowed (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband); and (ii) second against outstanding Advances that can be repaid or voluntarily prepaid and re-borrowed, pro rata between such outstanding Advances, in each case with a corresponding permanent cancellation of the Total Additional Facility Commitments (pro rata between the Additional Facility Commitments of the Lenders under each Additional Facility). (b) The amount of each prepayment of the Additional Facilities made under Clause 14.6 (Mandatory prepayment from disposal proceeds) shall be applied against the Additional Facilities in such proportion as may be specified to the Facility Agent by UPC Broadband not less than two Business Days before the date on which the prepayment of A is due to be made and against all the outstanding Advances made under the relevant Additional Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata (and, if applicable, against the Repayment Instalments for the relevant Additional Facility or Additional Facilities in such order as may be specified by UPC Broadband). (c) If UPC Broadband does not give a notice to the respective Term Facility Outstandings; Agent specifying how amounts are to be applied in relation to each Facility such prepayment under Clause 14.6 (Mandatory prepayment from disposal proceeds) within the time period specified in paragraph (b) above, the amount of the relevant prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments; or (ii) if the Borrower so elects, in the following order: (A) first to the prepayment, in direct order of maturity, of Scheduled Repayments of Term Facilities which will be due within 15 months after the date of the respective voluntary prepayment, applied in respect of each Scheduled Repayment Date to repay in full all Scheduled Repayments of all Term Facilities due on such Scheduled Repayment Date or, if the prepayment is insufficient to make such repayment in full in respect of a Scheduled Repayment Date, to the Scheduled Repayments for each Facility due on such Scheduled Prepayment Date pro rata to the relative amounts of such Scheduled Repayments; and (B) second, to the prepayment of A Facility Advances, B1 Facility Advances, B2 Facility Advances, C1 Facility Advances, C2 Facility Advances and any Incremental Term Facility Advances pro rata to the relevant Term Facility Outstandings (as reduced by the prepayments referred to in accordance with paragraph (Aa) above); in relation to each Facility such prepayment shall be applied against all remaining Scheduled Repayments of such Facility pro rata to the respective amounts of such Scheduled Repayments.