NTL (CWC) CORPORATION LIMITED: Charges

All monies due or to become due to the chargee, all monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and all monies due or to become due from all or any of the obligors to the hedge counterparties (or any one or more of them) under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) on any account whatosover under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee from the obligors (or any one or more of them) to the senior finance parties (or any one or more of them) and from all or any of the obligors to the hedge counterparties (or any one or more of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee and all monies due or to become due from the alternative bridge obligors (or any one or more of them) to the alternative bridge finance parties (or any one or more of them) on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due to the chargee, from the obligors (or any one or more of them) to the finance parties (or any one or more of them) on any account whatsoever, from all or any of the obligors to the restructuring swap counterparties and/or the existing hedge counter parties and to the new hedge counterparties under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the obligors or any of them to the secured parties or any of them under the terms of the aforementioned instrument creating or evidencing the charge

All obligations which the company may at any time have to the security trustee (whether for its own account or as trustee for the secured parties) or any of the other secured parties under or pursuant to the finance documents (including the debenture) including any liability in respect of any further advances made under the finance documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety or in some other capacity)

All obligations which the company may at any time have to the security trustee (whether for its own account or as trustee for the secured parties) or any of the other secured parties under or pursuant to the finance documents (including the debenture) including any liability in respect of any further advances made under the finance documents, whether present or future, actual or contingent (and whether incurred solely or jointly and whether as principal or as surety or in some other capacity)

All obligations which the company may at any time have to the security trustee (as defined) or any of the other secured parties (as defined) under or pursuant to the finance documents (as defined) (including the debenture) and including any liability in respect of any further advances made under the finance documents, whether present or future, actual or contingent on any account whatsoever

All monies due or to become due from the company to the chargee on any account whatsoever under the credit agreement (as therein defined) except for any obligation which, if it were so included, would result in the deed contravening section 151 of the companies act 1985

All monies due or to become due from the company and/or all or any of the other companies named therein to the chargee on any account whatsoever under the credit agreement (as therein defined) except for any obligation which, if it were so included, would result in the deed contravening section 151 of the companies act 1985

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of an agreement dated 29TH march 1995, the composite guarantee and debenture dated 29TH march 1995 and/or "collateral instruments" (as defined)

All monies due or to become due from the company and/or all or any other companies named therein to the chargees under the terms of the agreement dated 29TH march 1995, the debenture and/or "collateral instruments" (as defined)

The obligations of the company to the chargee present or future actual or contingent under or pursuant to each swap (as defined in the agreement)

The obligations of the company to the chargee present or future actual or contingent under or pursunt to each swap (as defined in the agreement)

All monies due or to become due from the company to the chargee under the terms of the five year us.$/£ Cross-currency swap transaction (with a us.$ Initial exchange amount of us.$145,125,000) made between the company and the bank upon the terms set out in the term sheet dated 1 july 1994 and the five year us.$/£ Cross-currency swap transaction (with a us.$ Initial exchange amount of us.$48,375,000) made between the company and the bank upon the terms set out in the tem sheet dated 7 july 1994 (as such term sheets may be superseded by an isda master agreement and confirmation(s)) (together the swaps)

All monies due or to become due from the company to the chargee on any account whatsoever