Telewest Communications Networks Limited

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(A) ALL AMOUNTS PAYABLE TO CIBC WORLD MA RKETS PLC AS SECURITY TRUSTEE TO THE EXT ENT ONLY OF THE AMOUNT PAYABLE TO THE SE CURITY TRUSTEE (FOR ITS OWN ACCOUNT) PUR SUANT TO THE AGREEMENT OR ANY OF THE SEC URITY TRUSTEE SECURITY DOCUMENTS IN RELA TION TO THE PERIOD UP TO AND INCLUDING I TS RETIREMENT AS SECURITY TRUSTEE PURSUA NT TO THE PROVISIONS OF THE INTERCREDITO R DEED AND ALL AMOUNTS PAYABLE TO ANY OT HER PERSON WHO MAY BE APPOINTED AS SECUR ITY TRUSTEE PURSUANT TO THE PROVISIONS O F THE INTERCREDITOR DEED TO THE EXTENT O NLY OF THE AMOUNTS PAYABLE TO THE SECURI TY TRUSTEE (FOR ITS OWN ACCOUNT) PURSUAN T TO THE AGREEMENT OR ANY OF THE SECURIT Y TRUSTEE SECURITY DOCUMENTS IN RELATION TO THE PERIOD UP TO AND INCLUDING ITS R ETIREMENT AS SECURITY TRUSTEE PURSUANT T O THE PROVISIONS OF THE INTERCREDITOR DE ED; (B) ALL INDEBTEDNESS COVENANTED TO B E PAID OR DISCHARGED BY ALL OR ANY OF TH E CHARGORS TO ALL OR ANY OF THE FINANCE PARTIES UNDER THE SENIOR DOCUMENTS; (C) ALL INDEBTEDNESS COVENANTED TO BE PAID O R DISCHARGED BY ALL OR ANY OF THE CHARGO RS TO THE HEDGE COUNTERPARTIES UNDER THE HEDGING ARRANGEMENTS; (D) ALL INDEBTEDN ESS OF THE LESSEES TO THE LESSORS (OR AN Y OF THEM) UNDER THE LEASE DOCUMENTS; AN D (E) ALL FINANCIAL OBLIGATIONS DUE TO C ROSBY UNDER THE CROSBY DOCUMENTS

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