Common use of Dealings Clause in Contracts

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwise (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwiseotherwise than by means of an underlease of a Permitted Part and except in accordance with the following provisions. (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of anyany notices passing between the Tenant and the undertenant; (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, whichwhich shall not be unreasonably withheld or delayed; (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to thethe Landlord without delay; and (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwiseotherwise than by means of an underlease of a Permitted Part and except in accordance with the following provisions. (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly;of (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:

Dealings. (a) 4.12.1 The Tenant Demised Premises shall not share be held on trust for another and there shall not save as hereinafter permitted be any assignment transfer sub-letting parting with or part with sharing of possession or occupation of or allow anyone else to occupy all the whole or any part of the Premises, nor hold them on trust for anyone, except in accordance with Demised Premises (whether by the following provisions. (bTenant or any person deriving title through or under the Tenant) The PROVIDED THAT the Tenant shall not mortgage, charge, may share the occupation of the whole or assign any part of the Demised Premises separately from with a Group Company for so long as both companies shall remain members of that group and subject to the whole sharing not creating the relationship of landlord and tenant between the Tenant and that Group Company and on condition that the Tenant shall not underlet part notify the Landlord and give details of the Premises otherwise (c) The Tenant shall not mortgage or charge arrangement before it is put into effect PROVIDED FURTHER THAT if all the whole following relevant conditions of this clause 4.12 are complied with the Premises. (d) The Tenant shall not assign or underlet following transactions will be permitted with the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is previous consent in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 writing of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed.: 4.12.2 On a permitted assignment or underletting of the whole of the Demised Premises the following conditions shall apply: 4.12.2.1 the intended assignee or underlessee shall covenant with the Landlord during the residue of the Term or during the term of the underlease (ias the case may be) The to observe and perform all the covenants on the part of the Tenant shall:and the conditions contained in this Lease other than payment of the rents hereby reserved in the case of an underletting 4.12.2.2 if the intended assignee or underlessee shall be a limited liability company then if the Landlord shall reasonably so require there shall be provided a guarantor or guarantors sufficient in the opinion of the Landlord (acting reasonably) for such company and 4.12.2.3 in the case of an underletting the underlease will prohibit absolutely any further sub-underletting of the whole or part of the Demised Premises 4.12.2.4 such guarantor or guarantors shall prior to such assignment (jointly and severally if more than one) but with effect therefrom enter into covenants with the Landlord in the form set out in the Fifth Schedule 4.12.2.5 in the case of an underletting the underlease will contain provisions excluding sections 24 to 28 inclusive of the Landlord and Xxxxxx Xxx 0000 in relation to the underlease and the appropriate court order will be obtained before the same is granted 4.12.3 Upon every application for consent required by this clause 4.12 to disclose to the Landlord such information as to the terms of the proposed transaction as shall be reasonably required in order to satisfy the Landlord that this clause 4.12 is being complied with

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwiseotherwise than by means of an underlease of a Permitted Part and except in accordance with the following provisions. (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly;of (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of anyany notices passing between the Tenant and the undertenant; (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:

Dealings. (a) The Tenant shall not 1. Not to mortgage charge or grant any security interest over the Demised Premises nor to assign or underlet part only of the Demised Premises nor to share or part with the possession or occupation of or allow anyone else to occupy all the w hole or any part of the Demised Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or 2. Not to assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwise (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet Demised Premises without the whole prior written consent of the Premises. Landlord (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval consent not to be unreasonably withheld or delayed) provided that the Landlord and the Tenant agree that for the purposed os section 19(1A) of the Landlord and Xxxxxx Xxx 0000 the Landlord may give its consent to an assignment subject to all or any of the following conditions: i. That any intended assignee covenants with the Landlord to pay the rent reserved by and perform and observe the Tenant’s covenants and the conditions in this Lease and; (ii) is in a form approved . That the Tenant enters into an Authorised Guarantee Agreement guaranteeing the performance of the covenants and conditions herein contained by the Landlord, intended assignee incorporating (inter alia) the provisions permitted by Section 16(5) of the Landlord & Tenant (Covenants) Xxx 0000; iii. That if the Landlord reasonably so requires such approval other persons as the Landlord may reasonably require act as guarantors for such assignee in such form as the Landlord may reasonably require 4. If the Tenant wishes to underlet the whole of the Demised Premises then provided that the following conditions are satisfied; i. That any intended underlessee covenants with the Landlord to observe and perform the Tenant’s covenants and the conditions in this Lease (excluding the covenant to pay rent) and not to underlet share or part with the possession or occupation of the Demised Premises and not without the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed;) to assign the Demised Premises (iii) does not include any property or any right over any property which ii. That the intended Underlease is not demised by this lease; (iv) is granted at a premium nor at a rent which is less than the open market rent for first reserved by this Lease at the part time of the Premises underletting and that the rent is payable no more than one quarter in advance iii. That the Underlease contained an agreement to be underlet and is let on terms usual for premises exclude the provisions of Section 24 to 28 of the type Landlord & Xxxxxx Xxx 0000 and all necessary notices and declarations in accordance with the provisions of that act are served in accordance with that Act: Then the Tenant may subject to be underlet; (v) is obtaining the prior consent of the Landlord such consent not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits delayed underlet the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach whole of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Demised Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:such intended underlessee

Dealings. (a) The Tenant shall not share or part with possession Subject in all respects to the provisions of or allow anyone else Clause 3.6: 6.12.1 Not to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part or parts (as distinct from the whole) of the Premises separately from the whole and shall not underlet part benefit of this Deed or of the Premises otherwiseRights (c) The Tenant shall not mortgage or charge 6.12.2 Not to assign the whole of the Premises. (d) The Tenant shall not assign benefit of this Deed or underlet of the Rights Provided That the consent of the Grantor to an assignment of the whole of the Premises. (e) The Tenant benefit of this Deed together with the Rights which complies with this Clause 6.12 shall not underlet be unreasonably withheld or delayed 6.12.3 Prior to any assignment to procure that the assignee enters into direct covenants with the Grantor (whose proper and reasonable costs shall be paid by BRT on a Permitted Part except full indemnity basis) to pay the rents and other monies payable by way BRT under this Deed and to perform and observe the covenants and other obligations of BRT contained in this Deed during the residue of the Term Provided That where the assignee is more than one person such covenants shall be entered into jointly and severally 6.12.4 If the Grantor shall reasonably so require to procure that prior to any assignment a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant guarantor whose financial standing shall have been approved in writing by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed) shall enter into like covenants as primary obligor (and not merely as guarantor) with the Grantor (whose proper and reasonable costs shall be paid by BRT on a full indemnity basis) and who shall further covenant with the Grantor to indemnify the Grantor from and against all actions, claims, costs, demands, expenses, liabilities and losses arising from any breach by the assignee of the covenants on the part of BRT or conditions contained in this Deed 6.12.5 Prior to any assignment such guarantor or guarantors (if any) shall enter into agreements with the Grantor:- 6.12.5.1 that the liability of the guarantors shall not be released, exonerated or in any way affected by any neglect, time or forbearance of the Grantor in enforcing any payment or covenant or condition or any disclaimer of this Deed by a liquidator or a trustee in bankruptcy or the fact that BRT (being a company) shall be dissolved or cease to exist or the termination of this Deed as provided in Clause 10.1 or the release of any one or more persons for the time being constituting such guarantor or guarantors or any other act or thing (including, without limitation, the Grantor refraining from demanding or accepting any rent or other moneys due under this Deed, the surrender of any part of the Rights and any variation to the terms of this Deed); and 6.12.5.2 as the Grantor may reasonably require as to the postponement of any rights of the guarantor or guarantors in respect of the assignee and its assets and as to the waiver of any right to require the Grantor to proceed in any manner or to exercise any right or remedy before proceeding or exercising any right or remedy against such guarantor or guarantors; and 6.12.5.3 that each of the covenants on the part of the guarantor or guarantors given in accordance with this Clause shall enure for the benefit of the successors and assigns of the Grantor under this Deed or other the person for the time being entitled in reversion immediately expectant upon the Term without the necessity for any assignment 6.12.6 Without prejudice to the provisions of Clauses 6,12.1-5 (inclusive) not to grant to third parties rights equivalent to the whole or any part or parts of the benefit of this Deed or of the Rights Provided Always That the consent of the Grantor for such grant which complies with the provisions of sub-clause 6.12.7 shall not be unreasonably withheld or delayed and Provided Further That no consent shall be required for any grant of rights which does not purport to grant to third parties rights of access to the Grantor’s Land 6.12.7 No such grant as aforesaid shall be made otherwise than in compliance with the following terms:- 6.12.7.1 No underlease shall be granted other than to a suitably licensed telecommunications or cable television operator; 6.12.7.2 Prior to the grant of any underlease an Order of the Court shall be obtained under the provisions of section 38(4) of the Landlord and Xxxxxx Xxx 0000 authorising an agreement for the exclusion of sections 24 to 28 (iiboth inclusive) is of the said Act in relation to such underlease which said agreement shall be incorporated in the underlease; 6.12.7.3 Any underlease shall contain a covenant by the undertenant not to assign or sub-underlet the whole or any part or parts of its subject matter subject to the proviso that the consents of the Grantor and BRT to an assignment of the whole to a suitably licensed telecommunications or cable television operator shall not be unreasonably withheld or delayed and any underlease shall be in a form approved by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed); 6.12.7.4 Any such grant (iiiwhether or not by way of underlease) does shall contain:- 6.12.7.4.1 an obligation binding the grantee prohibiting the grantee from doing or suffering any act or thing which would contravene any of BRT’s obligations under this Deed; and 6.12.7.4.2 a provision entitling BRT to terminate such grant on breach of such obligation by the grantee; and 6.12.7.4.3 provisions corresponding to Clause 5.2 (but operable by the superior lessor (here meaning the Grantor)) in such terms as the Grantor (acting reasonably) shall approve 6.12.7.5 No such grant (whether or not include any property by way of underlease) shall be made for consideration other than money or any right over any property which is not demised by this lease;otherwise than on arm’s length terms (iv) is at 6.12.7.6 Any such grant for a rent which is the open market rent period of more than 3 years shall contain provisions for the part revision of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return rent or other consideration payable for the payment of a capital sum same in terms previously approved by or the Grantor (such approval not to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed;) (vi) prohibits 6.12.7.7 No such grant shall be varied or prematurely terminated for consideration other than money or otherwise than on arm’s length terms 6.12.8 Not to grant to any third parties rights equivalent to the undertenant from doing whole or allowing any act part or thing which is inconsistent with or which would be in breach parts of the Tenant's obligations under benefit of this lease; and (vii) is completed within 3 months Deed or of the date on which Rights for a term of more than the Landlord gives residue of the Tenant permission to underlet the Premises Term (less 3 days) as this applies to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 relevant part or parts of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option benefit of this Deed or of the LandlordRights 6.12.9 Within one month after any assignment, enters into charge or immediately derivative grant of the underlease jointly whole or any part of the benefit of this Deed or of the Rights or any devolution of the interest of BRT in it or them to give notice of it in writing to the Grantor and to produce to the Grantor a copy of the assignment, charge or other document evidencing such dealing for retention by the Grantor 6.12.10 From time to time on reasonable demand during the Term to furnish the Grantor with anyone who would have been a guarantor under full particulars of all immediately derivative interests (including licences) of or in this Deed or the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign Rights or mortgage any part of it or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that plans identifying the rent is reviewed in accordance with extent of such interests, and such further particulars as the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:Grantor may reasonably require

Dealings. (a) 4.12.1 The Tenant Demised Premises shall not share be held on trust for another and there shall not at any time be any assignment transfer sub-letting parting with or part with sharing of possession or occupation of or allow anyone else to occupy all the whole or any part of the Premises, nor hold them on trust for anyone, except in accordance Demised Premises (whether by the Tenant or any person deriving title through or under the Tenant) PROVIDED THAT if all the following relevant conditions of this clause 4.12 are complied with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part transactions will be permitted with the previous consent in writing of the Premises separately from the whole and Landlord which shall not underlet part of the Premises otherwise (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed;delayed:- 4.12.1.1 an assignment of the whole of the Demised Premises by the Tenant on terms which comply with the conditions set out in clause 4.12.2 4.12.1.2 a sub-lease of the whole of the Demised Premises by the Tenant on terms which comply with the conditions set out in clause 4.12.3 4.12.1.3 a sub-lease of part of the Demised Premises by the Tenant or by a sub-lessee of the whole of the Demised Premises on terms which comply with the conditions set out in clause 4.12.4 4.12.1.4 The Tenant or a permitted sub-lessee of the whole of the Demised Premises being a company shall be entitled to share occupation of the Demised Premises or any part thereof with a Group Company of the Tenant or the permitted sub-lessee on condition that (vii) prohibits no tenancy is thereby created (ii) the undertenant Tenant shall give to the Landlord prior notice of such occupation and written notice of the cessation of such occupation within one month after such cessation and (iii) any such occupation of the Demised Premises or any part thereof shall cease upon the company in occupation ceasing to be a Group Company of the Tenant or the permitted sub-lessee as the case may be hereupon such company shall forthwith vacate the Demised Premises or such part thereof of which it is in occupation 4.12.2 On a permitted assignment of the whole of the demised Premises the following conditions shall apply:- 4.12.2.1 the intended assignee shall covenant with the Landlord during the residue of the Term to observe and perform all the covenants on the part of the Tenant and the conditions contained in this Lease 4.12.2.2 if the intended assignee shall be a limited liability company then if the Landlord shall reasonably so require there shall be provided a guarantor or guarantors or a reasonable rent deposit sufficient in the opinion of the Landlord (acting reasonably) for such company and 4.12.2.3 such guarantor or guarantors shall prior to such assignment (jointly and severally if more than one) but with effect therefrom enter into covenants with the Landlord in the form set out in the Sixth Schedule 4.12.3 On a permitted sub-lease of the whole of the Demised Premises the following conditions shall apply:- 4.12.3.1 the sub-lease shall be granted without any fine or premium at a rent not less than the open market rental value of the premises to be sublet such rent being payable in advance on the days on which rent is payable under this Lease 4.12.3.2 (if for a term of more than 5 years or for a term which bridges a Rent Review Date under this Lease) the sub-lease will contain provisions for the review of the rent reserved by such sub-lease on the basis and on the date on which the Rent is to be reviewed in this Lease 4.12.3.3 the sub-lease will prohibit the sub-lessee from doing or allowing any act or thing which is in relation to the sub-let premises inconsistent with or which would be in breach of the Tenant's obligations under provisions of this lease; andLease (vii) is completed within 3 months 4.12.3.4 the sub-lease will contain provisions for re-entry and forfeiture on breach of any covenant by the sub-lessee 4.12.3.5 prior to any permitted sub-letting the Tenant will procure that the sub-lessee enters into a direct covenant with the Landlord to observe and perform the covenants on the part of the date on which Tenant contained in this Lease (other than as to the payment of the Rent) so far as the same are not inconsistent with the other provisions of this clause 4.12.3 4.12.3.6 the sub-lease will contain an absolute prohibition against all dispositions of or other dealings whatever with the premises sub-let other than the following transactions with the Landlord's consent not to be unreasonably withheld 4.12.4 On a permitted sub-lease of part of the Demised Premises the following conditions will apply:- 4.12.4.1 the sub-lease will contain provisions identical to those listed in sub-clause 4.12.3.1 to 4.12.3.4 above 4.12.4.3 prior to any permitted sub-letting the Tenant will procure that the sub-lessee enters into a direct covenant with the Landlord gives to observe and perform the covenants on the part of the Tenant permission to underlet the Premises contained in this Lease (other than as to the undertenant; andpayment of the Rent and the Insurance Rent and the Service Charge) so far as the same relate to the premises sub-let and are not inconsistent with the other provisions of this clause 4.12.4 (viii) has been properly excluded, from 4.12.5 The Tenant will enforce the performance and observance by every sub-lessee of the provisions of sections 24every sub-28 lease and not at any time either expressly or by implication waive any breach of the covenants or conditions on the part of any sub-lessee or assignee of any sub-lessee nor (without the consent of the Landlord and Tenant Act 1954. (g) The Tenant shall such consent not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed) vary the terms or accept a surrender of any permitted sub-lease 4.12.6 Not to be party or privy to any agreement or arrangement for the commutation in whole or in part of any annual rent to be reserved and made payable by any sub-lease and no rent reserved by a sub-lease shall be payable more than one quarter in advance Provided always that this clause 4. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession Subject in all respects to the provisions of or allow anyone else Clause 3.6: 6.11.1 Not to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part or parts (as distinct from the whole) of the Premises separately from the whole and shall not underlet part benefit of this Deed or of the Premises otherwiseRights (c) The Tenant shall not mortgage or charge 6.11.2 Not to assign the whole of the Premises. (d) The Tenant shall not assign benefit of this Deed or underlet of the Rights Provided That the consent of the Grantor to an assignment of the whole of the Premises. (e) The Tenant benefit of this Deed together with the Rights which complies with this Clause 6.11 shall not underlet be unreasonably withheld or delayed 6.11.3 Prior to any assignment to procure that the assignee enters into direct covenants with the Grantor (whose proper and reasonable costs shall be paid by BRT on a Permitted Part except full indemnity basis) to pay the rents and other monies payable by way BRT under this Deed and to perform and observe the covenants and other obligations of BRT contained in this Deed during the residue of the Term Provided That where the assignee is more than one person such covenants shall be entered into jointly and severally 6.11.4 If the Grantor shall reasonably so require to procure that prior to any assignment a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant guarantor whose financial standing shall have been approved in writing by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed) as primary obligor (and not merely as guarantor) shall enter into like covenants with the Grantor (whose proper and reasonable costs shall be paid by BRT on a full indemnity basis) and who shall further covenant with the Grantor to indemnify the Grantor from and against all actions, claims, costs, demands, expenses, liabilities and losses arising from any breach by the assignee of the covenants on the part of BRT or conditions contained in this Deed 6.11.5 Prior to any assignment such guarantor or guarantors (if any) shall enter into agreements with the Grantor:- 6.11.5.1 that the liability of the guarantors shall not be released, exonerated or in any way affected by any neglect, time or forbearance of the Grantor in enforcing any payment or covenant or condition or any disclaimer of this Deed by a liquidator or a trustee in bankruptcy or the fact that BRT (being a company) shall be dissolved or cease to exist or the determination of this Deed as provided in Clause 10.1 or the release of any one or more persons for the time being constituting such guarantor or guarantors or any other act or thing (including, without limitation, the Grantor refraining from demanding or accepting any rent or other moneys due under this Deed, the surrender of any part of the Rights and any variation to the terms of this Deed); and 6.11.5.2 as the Grantor may reasonably require as to the postponement of any rights of the guarantor or guarantors in respect of the assignee and its assets and as to the waiver of any right to require the Grantor to proceed in any manner or to exercise any right or remedy before proceeding or exercising any right or remedy against such guarantor or guarantors; and 6.11.5.3 that each of the covenants on the part of the guarantor or guarantors given in accordant with this Clause shall enure for the benefit of the successors and assigns of the Grantor under this Deed or other the person for the time being entitled in reversion immediately expectant upon the Term without the necessity for any assignment 6.11.6 Without prejudice to Clause 3.5 not to grant to third parties rights equivalent to the whole or any part or parts of the benefit of this Deed or of the Rights Provided Always That the consent of the Grantor for such grant which complies with the provisions of sub-clause 6.11.7 shall not be unreasonably withheld or delayed and Provided Further That no such consent shall be required for any grant of rights which does not purport to grant to third parties rights of access to the Grantor’s Land 6.11.7 No such grant as aforesaid shall be made otherwise than in compliance the following terms: - 6.11.7.1 No underlease shall be granted other than to a suitably licensed telecommunications or cable television operator; 6.11.7.2 Prior to the grant of any underlease as Order of the Court shall be obtained under the provisions of section 38(4) of the Landlord and Xxxxxx Xxx 0000 authorising an agreement for the exclusion of sections 24 to 28 (iiboth inclusive) is of the said Act in relation to such underlease which said agreement shall be incorporated in the underlease; 6.11.7.3 Any underlease shall contain a covenant by the undertenant not to assign or sub-underlet the whole or any part or parts of its subject matter without the prior consent of the Grantor and BRT subject to the proviso that the consents of the Grantor and BRT to an assignment of the whole to a suitably licensed telecommunications operator or cable television operator shall not be unreasonably withheld or delayed and any underlease shall be in a form approved by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed); 6.11.7.4 Any such grant (iiiwhether or not by way of underlease) does not include any property or any right over any property which is not demised by this lease;shall contain:- (iv) is at a rent which is 6.11.7.4.1 an obligation binding the open market rent for grantee prohibiting the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant grantee from doing or allowing suffering any act or thing which is inconsistent with or which would be in breach contravene any of the Tenant's BRT’s obligations under this leaseDeed; and (vii) is completed within 3 months 6.11.7.4.2 a provision entitling BRT to terminate such grant on breach of such obligation by the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenantgrantee; and 6.11.7.4.3 provisions corresponding to Clause 5.2 (viiibut operable by the superior lessor (here meaning the; Grantor)) has been properly excluded, from in such terms as the provisions Grantor (acting reasonably) shall approve 6.11.7.5 No such grant (whether or not by way of sections 24-28 underlease) shall be made for consideration other than money or otherwise than on arm’s length terms 6.11.8 Not to grant to any third parties rights equivalent to the whole or any part or parts of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option benefit of this Deed or of the LandlordRights for a term of more than the residue of the Term (less 3 days) as this applies to the relevant part or parts of the benefit of this Deed or of the Rights 6.11.9 Within one month after any assignment, enters into charge or immediately derivative grant of the underlease jointly whole or any part of the benefit of this Deed or of the Rights or any devolution of the interest of BRT in it or them to give notice of it in writing to the Grantor and to produce to the Grantor a copy of the assignment, charge or other document evidencing such dealing for retention by the Grantor 6.11.10 From time to time on reasonable demand during the Term to furnish the Grantor with anyone who would have been a guarantor under full particulars of all immediately derivative interests (including licences) of or in this Deed or the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign Rights or mortgage any part of it or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that plans identifying the rent is reviewed in accordance with extent of such interests, and such further particulars as the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall:Grantor may reasonably require

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else Subject to occupy all or any part the provisions of the PremisesArticles and the Fund Rules (if any) for each class of Participating Shares, nor hold them on trust for anyone, except the Company hereby grants to the Manager a right to make a market in Participating Shares in accordance with the following provisionsArticles by:- (i) transferring or procuring the transfer of Participating Shares in satisfaction of applications for Participating Shares; (ii) purchasing Participating Shares in respect of which the Company or the Manager receives a request for redemption or purchase; (iii) converting Nominal Shares into Participating Shares and transferring the same to an applicant for Participating Shares. (b) The Tenant shall not mortgage, charge, or assign any part All transactions in Participating Shares effected by the Manager in exercise of the Premises separately from rights granted pursuant to Clause 10(a) shall be for the whole account and shall not underlet part benefit of the Premises otherwiseManager. (c) The Tenant Manager shall not mortgage at any time quote, buy or charge sell Participating Shares (whether for its own account or otherwise) at lower or higher prices respectively, than the whole of Redemption and Offer Prices (calculated, in accordance with the PremisesArticles, on a mid market basis) for the time being in force in accordance with the Articles and the Fund Rules (if any). (d) The Tenant Save as herein mentioned, the Manager shall not assign sell Participating Shares from time to time acquired by it except to the Company or underlet to persons who have made a request to the whole of Company or the PremisesManager for the issue or purchase thereof. (e) Where subscription monies for Participating Shares are received by the Manager, the Manager shall be entitled to deduct therefrom an amount equal to any preliminary charge included in the subscription moneys and shall pay the balance to or to the order of the Custodian on behalf of the Company. The Tenant Manager shall not underlet in addition, to the extent permitted by the Articles, be permitted to retain any preliminary charge arising on a Permitted Part except by way conversion or exchange of a permitted underleaseParticipating Shares of one class for another. (f) A permitted underlease is an underlease which:If the Manager makes a market in Participating Shares in accordance with this Agreement, the Manager shall:- (i) is granted to an undertenant approved keep a daily record of Participating Shares held by it, including the Landlordclass of such Shares, such approval not to be unreasonably withheld which have been acquired or delayed; (ii) is in a form approved by the Landlorddisposed of, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part and of the Premises to be underlet and is let on terms usual for premises balance of the type to be underlet; (v) is not granted in return for the payment of a capital sum by any acquisitions or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guaranteedisposals; and (ii) until make such daily record of Participating Shares available for inspection by the undertenant has first covenantedCustodian free of charge at all times during ordinary office hours and shall supply the Custodian with a copy of such record or any part of it on request free of charge. (g) Where subscription monies for Participating Shares are received directly by the Company, by deedforthwith after the relevant allotment date, with the Landlord that Company shall pay to the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or Manager an amount equal to any preliminary charge the Premises without the Landlord's consentincluded therein. (h) The Tenant shall: (i) do all that is necessary to enforce and For the purposes of this Clause, any preliminary charge so deducted or paid shall not waive or vary the terms be at a maximum rate of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of any (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms five per cent of the underlease; (v) not agree Subscription Price or such lesser rate, if any, as may from time to any reviewed rent without time either generally or otherwise be agreed between the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayedparties hereto. (i) The Tenant shall:Manager may rebate all or any part of any preliminary charge to financial intermediaries or other third parties at its discretion.

Dealings. (a) The Tenant 7.1 Save as otherwise specified in this Deed, the rights granted under this Deed are personal to the Licensee and the other members of the NTL Group and they shall not share delegate, assign, sub-license or part with possession sub-contract any of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. those rights (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwise (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to VEL) to any third party without the prior written consent of VEL (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval consent not to be unreasonably withheld or delayed) provided that: (a) the Licensee may assign all of its rights and obligations under this Deed to a solvent member of the NTL Group as part of a reorganisation of the NTL Group without the prior written consent of VEL provided that: (i) notice of any such assignment and details of the assignee shall be provided to VEL by the Licensee and the assignee is thereafter deemed to be the Licensee for the purposes of this Deed; (ii) is the Licensee shall procure that, in a form approved by the Landlord, event of such approval not assignee ceasing to be unreasonably withheld a solvent member of the NTL Group, any such rights and/or obligations assigned shall revert automatically back to the Licensee or delayedsuch other member of the NTL Group as the Licensee shall direct; (iii) does not include this Deed shall be binding on any property successors or permitted assignee of the Licensee and the Licensee shall and shall procure that any right over any property which such successor or permitted assignee of the Licensee is not demised by notified of the terms of this lease;Deed; and (iv) such assignee is at a rent which is resident in the open market rent U.K. for tax purposes, (b) the part Licensee shall be entitled to authorise third parties to use the Marks in relation to the services they provide to the members of the Premises to be underlet and is let on terms usual for premises NTL Group engaged in the Licensed Activities or in connection with the promotion or sale of the type to be underlet; NTL Group’s products and services (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and (viii) has been properly excluded“Permitted Third Party”), from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underleaseprovided that: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option such third parties agree in writing to be bound by terms relating to use of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor Marks no less onerous than under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedlythis Deed; (ii) such parties shall only be permitted to use the Marks in accordance with honest commercial practices and in a way which does not allow take unfair advantage of the undertenant Marks and which is not misleading and could not reasonably be considered to assign or mortgage or charge the Premises without the Landlord's consentresult in consumer confusion; (iii) provide for the Landlordavoidance of doubt, promptly and any authorisation granted pursuant to this clause 7.1(b) shall terminate immediately on termination of its own accord, with copies of anythis Deed, (ivc) do all the Licensee shall be permitted to grant to Customers a non-transferable right (without the right to sub-license) to use their Permitted Email Address and Permitted Webspace Address and to reproduce the same upon materials for the purpose of providing the Permitted Email Address and Permitted Webspace Address to third parties; (d) any rights granted to or enjoyed by a member of the NTL Group shall automatically cease subject to clauses 9.10 and clause 9.12 and 9.13 on that is necessary member ceasing to ensure be part of the NTL Group; and (e) any act or omission on the part of any member of the NTL Group or any third party authorised to use the Marks under this Deed which would constitute a breach of any term or condition of this Deed shall constitute a breach of that term or condition by the rent is reviewed Licensee provided that this shall be without prejudice to VEL’s rights to take direct action as against that member or third party. 7.2 In the event of any assignment by the Licensee in accordance with clause 7.1, the Licensee shall execute and procure the execution by the assignee of a novation agreement with VEL (and VEL agrees to execute such novation agreement) so as to give effect to the transfer and to bind the assignee to all provisions to this Deed. 7.3 Save as otherwise specified in this Deed, the rights granted under this Deed are personal to VEL and VEL shall not delegate, assign, sub-license or sub-contract any of those rights including its rights under the Marks (except by way of mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to the Licensee) to any third party without the prior written consent of the Licensee (such consent not to be unreasonably withheld, conditioned or delayed), provided that VEL may assign all of its rights and obligations under this Deed including its rights under the Marks to a solvent member of the Virgin Group as part of a reorganisation of the Virgin Group without the prior written consent of the Licensee, provided that: (a) notice of any such assignment and details of the assignee shall be provided to the Licensee by VEL and the assignee is thereafter deemed to be the Licensor for the purposes of this Deed; (b) VEL procures that the assignment of the relevant marks is subject to the Licensee’s rights under this Deed; (c) VEL shall procure that the assignee shall take subject to the Licensee’s rights under this Deed in relation to those marks; (d) VEL shall procure the execution by the assignee of a novation agreement with the Licensee (and the Licensee agrees to execute such novation agreement) so as to give effect to the transfer and bind the assignee to all provisions to this Deed; and (e) such assignee is resident in the United Kingdom for tax purposes. 7.4 This Deed shall be binding on any successors or permitted assignee of the Licensee and the Licensee shall procure that any such successor or permitted assignee of the Licensee is notified of the terms of this Deed. This Deed shall be binding on any successors or permitted assignee of VEL and VEL shall procure that any such successor or permitted assignee of VEL is notified of the underlease;terms of this Deed. 7.5 In the event that VEL: (va) chooses not agree to renew any reviewed rent without one or all of the Landlord's consenttrade xxxx registrations for the Names VEL agrees to notify the Licensee and, whichat the Licensee’s request, VEL agrees that in consideration for one hundred pounds (£100), all title to those Names it has chosen not to renew and the goodwill associated with such marks in the Territory shall be assigned to the Licensee. This obligation to assign shall not apply in respect of any Community Trade Marks which VEL shall, at the Licensee’s request and cost, either convert to a series of national marks and in respect of any such national conversions in the Territory, assign those solely relating to the Territory to the Licensee or cancel them in which event VEL confirms that the Licensee shall be entitled to register a national xxxx in the form of any such Community Trade Xxxx; or (vib) ensure irremediably fails (with no prospect of mitigating or resolving such failure) to renew any of the trade xxxx registrations for the Names VEL acknowledges that it shall not object to the Landlord's representations as Licensee seeking to rent are put re-file such marks. VEL agrees to anyone appointed to determine any reviewed rent under notify the underlease; (vii) report the result Licensee of any proceedings such failure to determine renew as soon as it discovers such failure and the Licensee agrees to notify VEL should it become aware of any reviewed rent to theimpending or missed deadline for renewal. 7.6 For the purposes of clause 7.5(a) and (viii) neither forfeit nor accept a surrender b), VEL hereby irrevocably appoints any of the underlease without officers and directors of the Landlord's consent, which shall not Licensee from time to time to be unreasonably withheld its true and lawful attorney (each an “Attorney”) with the full power and authority of VEL in its name to execute on VEL’s behalf in whatever manner required any document or delayedthing lawfully necessary in such form as the Attorney in his absolute discretion may reasonably deem necessary or desirable to give effect to the assignment referred to in clause 7.5(a) and any refiling pursuant to clause 7.5(b) and/or any documents required to facilitate any such refiling and its prosecution to grant and VEL undertakes to ratify whatever the Attorney may do in its name or on its behalf in exercising such powers. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession Subject in all respects to the provisions of or allow anyone else Clause 3.6: 6.12.1 Not to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part or parts (as distinct from the whole) of the Premises separately from the whole and shall not underlet part benefit of this Deed or of the Premises otherwiseRights; (c) The Tenant shall not mortgage or charge 6.12.2 Not to assign the whole of the Premises. (d) The Tenant shall not assign benefit of this Deed or underlet of the Rights Provided That the consent of the Grantor to an assignation of the whole of the Premises. (e) The Tenant benefit of this Deed together with the Rights which complies with this Clause 6.12 shall not underlet be unreasonably withheld or delayed; 6.12.3 Prior to any assignation to procure that the assignee enters into a Permitted Part except direct agreement with the Grantor (whose proper and reasonable costs shall be paid by way BRT on a full indemnity basis) to pay the Termly Payments and other monies payable by BRT under this Deed and to perform and observe the obligations of BRT contained in this Deed during the residue of the Term Provided That where the assignee is more than one person the obligations under such agreement shall be undertaken jointly and severally by all such persons; 6.12.4 If the Grantor shall reasonably so require, to procure that prior to any assignation a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant guarantor whose financial standing shall have been approved in writing by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed) shall enter into like obligations as primary obligant (and not merely as guarantor) with the Grantor (whose proper and reasonable costs shall be paid by BRT on a full indemnity basis) and who shall further agree with the Grantor to indemnify the Grantor from and against all actions, claims, costs, demands, expenses, liabilities and losses arising from any breach by the assignee of the obligations on the part of BRT or conditions contained in this Deed; 6.12.5 Prior to any assignation such guarantor or guarantors (iiif any) is shall enter into agreements with the Grantor, to the effect that:- 6.12.5.1 the liability of the guarantors shall not be released, exonerated or in any way affected by any neglect, time or forbearance of the Grantor in enforcing any payment or obligation or condition or any disclaimer of this Deed by a liquidator or a trustee in bankruptcy or the fact that BRT (being a company) shall be dissolved or cease to exist or the termination of this Deed as provided in Clause 10.1 or the release of any one or more persons for the time being constituting such guarantor or guarantors or any other act or thing (including, without limitation, the Grantor refraining from demanding or accepting any one or more of the Termly Payments or other moneys due under this Deed, the surrender of any part of the Rights and any variation to the terms of this Deed); and 6.12.5.2 as the Grantor may reasonably require as to the postponement of any rights of the guarantor or guarantors in respect of the assignee and its assets and as to the waiver of any right to require the Grantor to proceed in any manner or to exercise any right or remedy before proceeding or exercising any right or remedy against such guarantor or guarantors; and 6.12.5.3 each of the obligations on the part of the guarantor or guarantors given in accordance with this Clause shall enure for the benefit of the successors of the Grantor to the heritable interest in the Grantor’s land and its successors and assignees to its interest under this Deed without the necessity for any formal assignation to be granted; 6.12.6 Without prejudice to Sub-clauses 6.12.1 to 6.12.5 inclusive not to grant to third parties rights equivalent to the whole or any part or parts of the benefit of this Deed or of the Rights Provided Always That the consent of the Grantor for such grant which complies with the provisions of sub-clause 6.12.7 shall not be unreasonably withheld or delayed and Provided Further That no consent shall be required for any grant of rights which does not purport to grant to third parties rights of access to the Grantor’s Land; 6.12.7 No such grant as aforesaid shall be made otherwise that in compliance with the following terms:- 6.12.7.1 Any such grant shall be to a suitably licensed telecommunications or cable television operator; 6.12.7.2 Any such grant shall contain an undertaking by the grantee not to assign or otherwise deal with the whole or any part or parts of its subject matter subject to the proviso that the consents of the Grantor and BRT to an assignation of the whole to a suitably licensed telecommunications or cable television operator shall not be unreasonably withheld or delayed and any such grant shall be in a form approved by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed); 6.12.7.3 Any such grant shall contain:- 6.12.7.3.1 an obligation binding the grantee prohibiting the grantee from doing or suffering any act or thing which would contravene any of BRT’s obligations under this Deed; and 6.12.7.3.2 a provision entitling BRT to terminate such grant on breach of such obligation by the grantee; and 6.12.7.3.3 provisions corresponding to Clause 5.2 in such terms as the Grantor (iiiacting reasonably) does not include any property or any right over any property which is not demised by this leaseshall approve; (iv) is at 6.12.7.3.4 no such grant shall be made for consideration other than money or otherwise than on arm’s length terms; 6.12.7.3.5 any such grant for a rent which is the open market rent period of more than 3 years shall contain provisions for the part revision of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return Termly Payments or other consideration payable for the payment of a capital sum same in terms previously approved by or the Grantor (such approval not to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed); (vi) prohibits 6.12.7.3.6 no such grant shall be varied or prematurely terminated for consideration other than money or otherwise than on arm’s length terms. 6.12.8 Not to grant to any third parties rights equivalent to the undertenant from doing whole or allowing any act or thing which is inconsistent with or which would be in breach part of parts of the Tenant's obligations under benefit of this lease; and (vii) is completed within 3 months Deed or of the date on which Rights for a term of more than the Landlord gives residue of the Tenant permission to underlet the Premises Term (less 3 days) as this applies to the undertenant; and (viii) has been properly excluded, from the provisions of sections 24-28 relevant part or parts of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option benefit of this Deed or of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedlyRights; (ii) not allow 6.12.9 Within one month after any assignation or immediately derivative grant of the undertenant whole or any part of the benefit of this Deed or of the Rights or any devolution of the interest of BRT in it or them to assign give notice of it in writing to the Grantor and to produce to the Grantor a copy of the assignation or mortgage or charge other document evidencing such dealing for retention by the Premises without the Landlord's consentGrantor; 6.12.10 From time to time on reasonable demand during the Term to furnish the Grantor with full particulars of all immediately derivative interests (iiiincluding licences) provide of or in this Deed or the Landlord, promptly and Rights or any part of its own accord, with it or copies of any (iv) do all that is necessary to ensure that plans identifying the rent is reviewed in accordance with extent of such interests, and such further particulars as the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayedGrantor may reasonably require. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession Subject in all respects to the provisions of or allow anyone else Clause 3.6:- 6.11.1 Not to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part or parts (as distinct from the whole) of the Premises separately from the whole and shall not underlet part benefit of this Deed or of the Premises otherwiseRights; (c) The Tenant shall not mortgage or charge 6.11.2 Not to assign the whole of the Premises. (d) The Tenant shall not assign benefit of this Deed or underlet of the Rights Provided That the consent of the Grantor to an assignation of the whole of the Premises. (e) The Tenant benefit of this Deed together with the Rights which complies with this Clause 6.11 shall not underlet be unreasonably withheld or delayed; 6.11.3 Prior to any assignation to procure that the assignee enters into a Permitted Part except direct agreement with the Grantor (whose proper and reasonable costs shall be paid by way BRT on a full indemnity basis) to pay the monies payable by BRT under this Deed and to perform and observe the obligations of BRT contained in this Deed during the residue of the Term Provided That where the assignee is more than one person the obligations under such agreement shall be undertaken jointly and severally by all such persons; 6.11.4 If the Grantor shall reasonably so require to procure that prior to any assignation a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant guarantor whose financial standing shall have been approved in writing by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed) as primary obligant (and not merely as guarantor) shall enter into a like agreement with the Grantor (whose proper and reasonable costs shall be paid by BRT on a full indemnity basis) and who shall further agree with the Grantor to indemnify the Grantor from and against all actions, claims, costs demands, expenses, liabilities and losses arising from any breach by the assignee of the obligations on the part of BRT or conditions contained in this Deed; 6.11.5 Prior to any assignation such guarantor or guarantors (iiif any) is shall enter into agreements with the Grantor to the effect that:- 6.11.5.1 the liability of the guarantors shall not be released, exonerated or in any way affected by any neglect, time or forbearance of the Grantor in enforcing any payment or obligation or condition or any disclaimer of this Deed by a liquidator or a trustee in bankruptcy or the fact that BRT (being a company) shall be dissolved or cease to exist or the determination of this Deed as provided in Clause 10.1 or the release of any one or more persons for the time being constituting such guarantor or guarantors or any other act or thing (including, without limitation, the Grantor refraining from demanding or accepting any monies due under this Deed, the surrender of any part of the Rights and any variation to the terms of this Deed); and 6.11.5.2 as the Grantor may reasonably require as to the postponement of any rights of the guarantor or guarantors in respect of the assignee and its assets and as to the waiver of any right to require the Grantor to proceed in any manner or to exercise any right or remedy before proceeding or exercising any right or remedy against such guarantor or guarantors; and 6.11.5.3 each of the obligations on the part of the guarantor or guarantors given in accordance with this Clause shall enure for the benefit of the successors and assignees of the Grantor to its interest in the Grantor’s Land under this Deed without the necessity for any formal assignation to be granted. 6.11.6 Without prejudice to Clause 3.5 not to grant to third parties rights equivalent to the whole or any part or parts of the benefit of this Deed or of the Rights Provided Always That the consent of the Grantor for such grant which complies with the provisions of sub-clause 6.11.7 shall not be unreasonably withheld or delayed and Provided Further that no consent shall be required for any grant of rights which does not purport to grant to third parties rights of access to the Grantor’s Land. 6.11.7 No such grant as aforesaid shall be made otherwise than in compliance with the following terms:- 6.11.7.1 Any such grant shall be to a suitably licensed telecommunications or cable television operator; 6.11.7.2 Any such grant shall contain an undertaking by the grantee not to assign or otherwise deal with the whole or any part or parts of its subject matter without the prior consent of the Grantor and BRT subject to the proviso that the consents of the Grantor and BRT to an assignation of the whole to a suitably licensed telecommunications operator or cable television operator shall not be unreasonably withheld or delayed and any such grant shall be in a form approved by the Landlord, Grantor (such approval not to be unreasonably withheld or delayed); (iii) does not include any property or any right over any property which is not demised by this lease;6.11.7.3 Any such grant shall contain:- (iv) is at a rent which is 6.11.7.3.1 an obligation binding the open market rent for grantee prohibiting the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant grantee from doing or allowing suffering any act or thing which is inconsistent with or which would be in breach contravene any of the Tenant's BRT’s obligations under this leaseDeed; and (vii) is completed within 3 months 6.11.7.3.2 a provision entitling BRT to terminate such grant on breach of such obligation by the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenantgrantee; and 6.11.7.3.3 provisions corresponding to Clause 5.2 in such terms as the Grantor (viiiacting reasonably) has been properly excluded, from shall approve; 6.11.7.4 No such grant (whether or not by way of sub-lease) shall be made for consideration other than money or otherwise than on arm’s length terms; 6.11.8 Not to grant to any third parties rights equivalent to the provisions of sections 24-28 whole or any part or parts of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option benefit of this Deed or of the Landlord, enters into Rights for a term of more than the underlease jointly with anyone who would have been a guarantor under residue of the Guarantee; and Term (iiless 3 days) until as this applies to the undertenant has first covenanted, by deed, with relevant part or parts of the Landlord that benefit of this Deed or of the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedlyRights; (ii) not allow 6.11.9 Within one month after any assignation or immediately derivative grant of the undertenant whole or any part of the benefit of this Deed or of the Rights or any devolution of the interest of BRT in it or them to assign give notice of it in writing to the Grantor and to produce to the Grantor a copy of the assignation or mortgage or charge other document evidencing such dealing for retention by the Premises without the Landlord's consentGrantor; 6.11.10 From time to time on reasonable demand during the Term to furnish the Grantor with full particulars of all immediately derivative interests (iiiincluding licences) provide of or in this Deed or the Landlord, promptly and rights or any part of its own accord, with it or copies of any (iv) do all that is necessary to ensure that plans identifying the rent is reviewed in accordance with extent of such interests, and such further particulars as the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, which (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to the (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayedGrantor may reasonably require. (i) The Tenant shall:

Dealings. (a) The Tenant 7.1 Save as otherwise specified in this Deed, the rights granted under this Deed are personal to the Licensee and the other members of the Virgin Media Group and they shall not share delegate, assign, sub-license or part with possession sub-contract any of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. those rights (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwise (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to VEL) to any third party without the prior written consent of VEL (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval consent not to be unreasonably withheld or delayed, except in respect of an assignment to a third party where VEL may give or withhold consent in its absolute discretion) provided that: (a) the Licensee may assign all of its rights and obligations under this Deed to a solvent member of the Virgin Media Group as part of a reorganisation of the Virgin Media Group without the prior written consent of VEL provided that: (i) notice of any such assignment and details of the assignee shall be provided to VEL by the Licensee and the assignee is thereafter deemed to be the Licensee for the purposes of this Deed; (ii) is the Licensee shall procure that, in a form approved by the Landlord, event of such approval not assignee ceasing to be unreasonably withheld a solvent member of the Virgin Media Group, any such rights and/or obligations assigned shall revert automatically back to the Licensee or delayedsuch other member of the Virgin Media Group as the Licensee shall direct; (iii) does not include this Deed shall be binding on any property successors or permitted assignee of the Licensee and the Licensee shall and shall procure that any right over any property which such successor or permitted assignee of the Licensee is not demised by notified of the terms of this lease;Deed; and (iv) such assignee is at a rent which is resident in the open market rent U.K. for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlettax purposes; (vb) is not granted the Licensee shall be entitled to authorise third parties to use the Marks in return for the payment of a capital sum by or relation to the undertenant without services they provide to the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach members of the Tenant's obligations under this lease; and (vii) is completed within 3 months Virgin Media Group engaged in the Licensed Activities or in connection with the promotion or sale of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; and Virgin Media Group’s products and services (viii) has been properly excludeda “Permitted Third Party”), from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underleaseprovided that: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option such third parties agree in writing to be bound by terms relating to use of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor Marks no less onerous than under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedlythis Deed; (ii) such parties shall only be permitted to use the Marks in accordance with honest commercial practices and in a way which does not allow take unfair advantage of the undertenant Marks and which is not misleading and could not reasonably be considered to assign or mortgage or charge the Premises without the Landlord's consentresult in customer confusion; (iii) provide for the Landlordavoidance of doubt, promptly and any authorisation granted pursuant to this clause 7.1(b) shall terminate immediately on termination of its own accord, with copies of anythis Deed; (ivc) do all the Licensee shall be permitted to grant to Business Customers a non-transferable right (without the right to sub-license) to use their Permitted Email Address and Permitted Webspace Address and to reproduce the same upon materials for the purpose of providing the Permitted Email Address and Permitted Webspace Address to third parties; (d) any rights granted to or enjoyed by a member of the Virgin Media Group shall automatically cease subject to clauses 9.10, 9.12, 9.14 and 9.15 on that is necessary member ceasing to ensure be part of the Virgin Media Group; and (e) any act or omission on the part of any member of the Virgin Media Group or any third party authorised to use the Marks under this Deed which would constitute a breach of any term or condition of this Deed shall constitute a breach of that term or condition by the rent is reviewed Licensee provided that this shall be without prejudice to VEL’s rights to take direct action as against that member or third party. 7.2 In the event of any assignment by the Licensee in accordance with clause 7.1, the Licensee shall execute and procure the execution by the assignee of a novation agreement with VEL (and VEL agrees to execute such novation agreement) so as to give effect to the transfer and to bind the assignee to all provisions to this Deed. 7.3 Save as otherwise specified in this Deed, the rights granted under this Deed are personal to VEL and VEL shall not delegate, assign, sub-license or sub-contract any of those rights including its rights under the Marks (except by way of mortgage, charge or security, and only until such time as that funding shall be repaid notice of which shall be given to the Licensee) to any third party without the prior written consent of the Licensee (such consent not to be unreasonably withheld, conditioned or delayed), provided that VEL may assign all of its rights and obligations under this Deed including its rights under the Marks to a solvent member of the Virgin Group as part of a reorganisation of the Virgin Group without the prior written consent of the Licensee, provided that: (a) notice of any such assignment and details of the assignee shall be provided to the Licensee by VEL and the assignee is thereafter deemed to be the Licensor for the purposes of this Deed; (b) VEL procures that the assignment of the relevant marks is subject to the Licensee’s rights under this Deed; (c) VEL shall procure that the assignee shall take subject to the Licensee’s rights under this Deed in relation to those marks; (d) VEL shall procure the execution by the assignee of a novation agreement with the Licensee (and the Licensee agrees to execute such novation agreement) so as to give effect to the transfer and bind the assignee to all provisions to this Deed; and (e) such assignee is resident in the United Kingdom for tax purposes. 7.4 This Deed shall be binding on any successors or permitted assignee of the Licensee and the Licensee shall procure that any such successor or permitted assignee of the Licensee is notified of the terms of this Deed. This Deed shall be binding on any successors or permitted assignee of VEL and VEL shall procure that any such successor or permitted assignee of VEL is notified of the underlease;terms of this Deed. 7.5 In the event that VEL: (va) chooses not agree to renew any reviewed rent without one or all of the Landlord's consenttrade mark registrations for the Names VEL agrees to notify the Licensee and, whichat the Licensee’s request, VEL agrees that in consideration for one hundred pounds (£100), all title to those Names it has chosen not to renew and the goodwill associated with such marks in the Territory shall be assigned to the Licensee. This obligation to assign shall not apply in respect of any Community Trade Marks which VEL shall, at the Licensee’s request and cost, either convert to a series of national marks and in respect of any such national conversions in the Territory, assign those solely relating to the Territory to the Licensee or cancel them in which event VEL confirms that the Licensee shall be entitled to register a national mark in the form of any such Community Trade Mark; or (vib) ensure irremediably fails (with no prospect of mitigating or resolving such failure) to renew any of the trade mark registrations for the Names VEL acknowledges that it shall not object to the Landlord's representations as Licensee seeking to rent are put re-file such marks. XXX agrees to anyone appointed to determine any reviewed rent under notify the underlease; (vii) report the result Licensee of any proceedings such failure to determine renew as soon as it discovers such failure and the Licensee agrees to notify VEL should it become aware of any reviewed rent to theimpending or missed deadline for renewal. (viii7.6 For the purposes of clause 7.5(a) neither forfeit nor accept a surrender and 7.5(b), VEL hereby irrevocably appoints any of the underlease without officers and directors of the Landlord's consent, which shall not Licensee from time to time to be unreasonably withheld its true and lawful attorney (each an “Attorney”) with the full power and authority of VEL in its name to execute on VEL’s behalf in whatever manner required any document or delayedthing lawfully necessary in such form as the Attorney in his absolute discretion may reasonably deem necessary or desirable to give effect to the assignment referred to in clause 7.5(a) and any refiling pursuant to clause 7.5(b) and/or any documents required to facilitate any such refiling and its prosecution to grant and VEL undertakes to ratify whatever the Attorney may do in its name or on its behalf in exercising such powers. (i) The Tenant shall:

Dealings. (a) The Tenant shall not share or part with possession of or allow anyone else to occupy all or any part of the Premises, nor hold them on trust for anyone, except in accordance with the following provisions. (b) The Tenant shall not mortgage, charge, or assign any part of the Premises separately from the whole and shall not underlet part of the Premises otherwiseotherwise than by means of an underlease of a Permitted Part and except in accordance with the following provisions. (c) The Tenant shall not mortgage or charge the whole of the Premises. (d) The Tenant shall not assign or underlet the whole of the Premises. (e) The Tenant shall not underlet a Permitted Part except by way of a permitted underlease. (f) A permitted underlease is an underlease which: (i) is granted to an undertenant approved by the Landlord, such approval not to be unreasonably withheld or delayed; (ii) is in a form approved by the Landlord, such approval not to be unreasonably withheld or delayed; (iii) does not include any property or any right over any property which is not demised by this lease; (iv) is at a rent which is the open market rent for the part of the Premises to be underlet and is let on terms usual for premises of the type to be underlet; (v) is not granted in return for the payment of a capital sum by or to the undertenant without the Landlord's consent which cannot be unreasonably withheld or delayed; (vi) prohibits the undertenant from doing or allowing any act or thing which is inconsistent with or which would be in breach of the Tenant's obligations under this lease; and (vii) is completed within 3 months of the date on which the Landlord gives the Tenant permission to underlet the Premises to the undertenant; [and (viii) has been properly excluded, from the provisions of sections 24-28 of the Landlord and Tenant Act 1954. (g) The Tenant shall not grant a permitted underlease: (i) where the undertenant is a limited company and the Landlord reasonably so requires, until the undertenant provides the Landlord with a Guarantee or, at the option of the Landlord, enters into the underlease jointly with anyone who would have been a guarantor under the Guarantee; and (ii) until the undertenant has first covenanted, by deed, with the Landlord that the undertenant will comply with all the tenant's obligations under the underlease and will not assign or mortgage or charge the Premises without the Landlord's consent. (h) The Tenant shall: (i) do all that is necessary to enforce and shall not waive or vary the terms of any underlease, expressly or impliedly; (ii) not allow the undertenant to assign or mortgage or charge the Premises without the Landlord's consent; (iii) provide the Landlord, promptly and of its own accord, with copies of anyany notices passing between the Tenant and the undertenant; (iv) do all that is necessary to ensure that the rent is reviewed in accordance with the terms of the underlease; (v) not agree to any reviewed rent without the Landlord's consent, whichwhich shall not be unreasonably withheld or delayed; (vi) ensure that the Landlord's representations as to rent are put to anyone appointed to determine any reviewed rent under the underlease; (vii) report the result of any proceedings to determine any reviewed rent to thethe Landlord without delay; and (viii) neither forfeit nor accept a surrender of the underlease without the Landlord's consent, which shall not be unreasonably withheld or delayed. (i) The Tenant shall: