Telereal Securitised Property Gp Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES WHATSOEVER DUE OR TO BECOME D UE FROM THE COMPANY (THE "CHARGOR") TO A NY BORROWER SECURED CREDITOR UNDER ANY B ORROWER SECURED DOCUMENT (BOTH TERMS AS DEFINED) AND OF THE BORROWER (AS DEFINED ) TO ANY BORROWER SECURED CREDITOR UNDER ANY PROPERTY DOCUMENT (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMN WINDOW UNDER THE MASTER PROPERTY AG REEMENT DATED 22 NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMN WINDOW UNDER THE MASTER PROPERTY AG REEMENT DATED 22 NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D)TO THE CHARGEE AS TRUSTEE FOR THE HT S ECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATIO NS AND LIABILITIES OWED TO BT PLC OR AUT UMNWINDOW UNDER THE MASTER PROPERTY AGRE EMENT DATED 22ND NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D)TO THE CHARGEE AS TRUSTEE FOR THE HT S ECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATIO NS AND LIABILITIES OWED TO BT PLC OR AUT UMNWINDOW UNDER THE MASTER PROPERTY AGRE EMENT DATED 22ND NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D)TO THE CHARGEE AS TRUSTEE FOR THE HT S ECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATIO NS AND LIABILITIES OWED TO BT PLC OR AUT UMNWINDOW UNDER THE MASTER PROPERTY AGRE EMENT DATED 22ND NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D)TO THE CHARGEE AS TRUSTEE FOR THE HT S ECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATIO NS AND LIABILITIES OWED TO BT PLC OR AUT UMNWINDOW UNDER THE MASTER PROPERTY AGRE EMENT DATED 22ND NOVEMBER 2001 AND ON AN Y ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN CASE OF OBLIGATIONS AND LIABILITIES OWED TO BT PLC OR AUTUMN WINDOW UNDER THE MASTER PROPERTY AGREEME NT DATED 22ND NOVEMBER 2001 AND ON ANY A CCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22-11-01 AND ON ANY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS AND LIABILITIES OWED TO BT PLC OR AU TUMNWINDOW UNDER THE MASTER PROPERTY AGR EEMENT DATED 22ND NOVEMBER 2001 AND ON A NY ACCOUNT WHATSOEVER

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES OF EACH HT CHARGOR (AS DEFINE D) TO THE CHARGEE AS TRUSTEE FOR THE HT SECURED CREDITORS (AS DEFINED) UNDER THE HT GUARANTEE OR ANY HT SECURED DOCUMENT (AS DEFINED) OR IN THE CASE OF OBLIGATI ONS OWED TO BT PLC OR AUTUMNWINDOW UNDER THE MASTER PROPERTY AGREEMENT DATED 22N D NOVEMBER 2001 AND ON ANY ACCOUNT WHATS OEVER