HERON QUAYS (HQ4) T1 LIMITED

1.

DEFINITIONS

1.1

“Acceptable Assignee” means:-

(a)

An Entity which has (or whose obligations will be guaranteed by an Entity which has) continuously for a period of 12 months immediately preceding the date of the application to assign maintained and which on the date of the application for licence to assign this Lease still maintains:-

(i)

in respect of its senior unsecured unsubordinated and unguaranteed long term debt obligations a credit rating of A or better from Standard & Poor’s Ratings Group, a division of McGraw-Hill Inc (“Standard & Poor’s”) or A2 from Moody’s Investors Service (“Moody’s”) ; or

(ii)

a long-term counterparty credit rating of A or better from Standard & Poor’s; or

(iii)

credit ratings in respect of its senior unsecured unsubordinated and unguaranteed long term debt or in respect of its long term counterparty status from other major rating agencies acceptable to the Landlord acting reasonably equivalent to or better than any one of the credit ratings described in (i) and (ii) above;

(iv)

at the date of the application for licence to assign there is no other major rating agency whose equivalent rating in respect of the proposed assignee is lower than any of the credit ratings described in (i) or (ii) above provided that where any relevant agency rebases redesignates or otherwise changes the substance of or criteria for a relevant rating as referred to in (i) or (ii) above (or the number of grades or rankings above or below the relevant rating) or does any other act or thing so that the comparative creditworthiness strength or substance reflected in any of the ratings referred to in (i) or (ii) above is changed then there shall be deemed substituted for the ratings referred to in (i) or (ii) above such new or revised ratings as will then reflect and be equivalent to the relative creditworthiness strength and substance implied by the above ratings at the date hereof to the intent and effect that the substituted rating shall be equivalent mutatis mutandis to the current standards of creditworthiness strength and substance reflected in such current ratings; and

(v)

at the date of the application to assign the proposed assignee’s credit rating has not been placed on Credit Watch nor has been accorded negative or developing rating outlook or equivalent (other than with a view to a possible up-grade) by either Standard & Poor’s or Moody’s unless prior to being placed on Credit Watch or being accorded such outlook the proposed assignee’s credit rating in respect of its senior unsecured unsubordinated and

unguaranteed long term debt obligations was either A or better from Standard & Poor’s or A2 or better from Moody’s; or

(b)

an Entity whose financial standing does not adversely affect (otherwise than to an immaterial extent) the market value of the Landlord’s interest in the Demised Premises by taking an assignment of this Lease when compared with the position immediately prior to the proposed assignment (whether or not the Landlord has any intention at the time of selling or raising money on the security of its reversionary interest in the Demised Premises) by a hypothetical tenant who has at that point:-

(i)

in respect of its senior unsecured unsubordinated and unguaranteed long term debt obligations a credit rating of A from Standard & Poor’s or A2 from Moody’s;

(ii)

a long-term counterpart credit rating of A from Standard & Poor’s or A2 from Moody’s

1.1a

“Accountant” means a Chartered Accountant or firm of Chartered Accountants appointed or employed by the Management Company or a Group Company of the Management Company to perform the functions of the Accountant under this Lease

1.2

“Act of Terrorism” means any act of any person acting on behalf of or in connection with any organisation which carries out activities directed towards the overthrowing or influencing by force or violence of Her Majesty’s Government in the United Kingdom or any other government du jure or de facto to the extent not one of the Insured Risks.

1.3

“Adjoining Property” means all parts of the Estate (other than the Demised Premises) and any land and/or buildings from time to time adjoining or neighbouring the Estate

1.2a

“Agreement for Lease” means the agreement for lease relating to the leasing of the Demised Premises of the Building dated 26 May 2005 and made between (1) Heron Quays Properties Limited (2) the Tenant and (3) Canary Wharf Holdings Limited

1.4

“Base Rate” means the Base Rate for the time being of Barclays Bank PLC or some other London clearing bank nominated from time to time by the Landlord or in the event of Base Rate ceasing to exist such other reasonable comparable rate of interest as the Landlord shall from time to time determine

1.5

“Building” means the Building (of which the Demised Premises form part) briefly described in the Particulars and each and every part thereof and all the appurtenances belonging thereto including:-

(a)

all landlord’s fixtures and fittings in or upon the same

(b)

all additions alterations and improvements thereto (excluding all tenant’s and trade fixtures and fittings)

1.6

“Building Services” means the services set out in Part A of the Seventh Schedule

1.7

“Business Hours” means 7.00 am to 8.00 pm on Mondays to Fridays (inclusive) and 8.00 am to 2.00 pm on Saturdays (excluding all usual bank or public holidays) or such other hours as may from time to time be reasonably designated by the Landlord

1.8

“Car Park” means the car parks within the Estate (other than the car parking area (if any) within the Building) designated as such from time to time in writing by the Landlord

1.9

“Common Parts of the Building” means those parts and amenities of the Building which are from time to time provided (or designated by the Landlord) for common use by tenants and occupiers of the Building with or without others and all persons authorised by them but excluding the Estate Common Parts and the Lettable Areas

1.10

“Demised Premises” means the Demised Premises as briefly described in the Particulars including:-

(a)

the internal plaster surfaces and finishes of all structural or load bearing walls and columns within the Demised Premises and of all walls which enclose the same

(b)

the entirety of all non-structural or non-load bearing walls and columns within the Demised Premises

(c)

the inner half severed medially of the internal non-structural or non-load bearing walls (if any) that divide the same from other parts of the Building

(d)

the screed and floor finishes thereof and all carpets

(e)

the ceiling finishes thereof including all suspended ceilings and light fittings

(f)

all glass window frames and window furniture in the windows and all doors door furniture and door frames

(g)

all sanitary and hot and cold water apparatus and equipment

(h)

all Pipes under and over the same which exclusively serve the Demised Premises

(i)

all landlord’s fixtures fittings plant machinery ducting sprinklers apparatus and equipment now or hereafter in or upon the same which exclusively serve the Demised Premises

(j)

all additions alterations and improvements thereto

1.11

“Development” means development as defined in Section 55 of the Town and Country Planning Act 1990

1.11a 

“Entity” means a body corporate or other business organisation or partnership

1.12a 

“Entrance Lobby” means the part of the ground floor of the Building shown outlined and hatched red on Plan 5

1.12 

“Estate” means the land and water areas at Canary Wharf and Heron Quays London El4 shown edged green on Plan 1 with any additional land and water areas in which the Landlord or a Group Company of the Landlord shall acquire a freehold or leasehold interest and which the Landlord from time to time reasonably designates as part of the Estate and all buildings and appurtenances thereon and all additions alterations and improvements thereto

1.13

“Estate Common Parts” means those parts of the Estate and the Adjoining Property (such parts not being publicly adopted) which are from time to time intended and/or reasonably designated and provided for the common use and enjoyment of the Tenant and the tenants of the Estate and persons claiming through or under them (whether or not other parties are also entitled to use and enjoy the same) but excludes all car parks within the Estate

1.14

“Estate Services” means the services set out in Part A of the Sixth Schedule insofar as the same are attributable to the Estate excluding the Car Park

1.15

“Existing Category A Works” means the works to Floor 2 of the Demised Premises undertaken by or on behalf of the Landlord prior to the date hereof which comprise works of the nature of (whether or not they are identical to) the works detailed in the Minimum Standard Developer’s Finish for Tenant’s Works Specification

1.16

“Force Majeure” means any cause beyond the reasonable control of the Landlord or the Management Company

1.17

“Group Company” in relation to any company (“the Relevant Company”) means a company which is for the time being a subsidiary of or the holding company of the Relevant Company or which is another subsidiary of the holding company of the Relevant Company (in each case within the meaning of Section 736 of the Companies Act 1985, as amended by the Companies Act 1989)

1.18

“Insured Risks” means (to the extent that the same are insurable in the global insurance market) fire storm tempest flood earthquake lightning explosion impact aircraft (other than hostile aircraft) and other aerial devices and articles dropped therefrom riot civil commotion malicious damage or damage caused as a result of terrorist action bursting or overflowing of water tanks apparatus or Pipes and such other risks as the Landlord may from time to time specify subject to such exclusions excesses limitations terms and conditions as may be imposed by the insurers

1.19

“Interest Rate” means four percentage points (4%) per annum above Base Rate

1.18a 

“Irrecoverable VAT” means any Value Added Tax (in relation to sums payable from time to time pursuant to clause 3(a) only) paid or payable by the Tenant in relation to supplies made by the Landlord to the Tenant by reason of this Lease if in respect of such payment and to the extent thereof the Tenant does not (or would not if appropriate claims had been

made in due time) receive a credit in full as “input tax” whether as a VAT credit or as a deduction from “output tax” (as the expressions “input tax” and “output tax” are defined in Section 24 of the Value Added Tax Act 1994 and as the expression “VAT credit” is defined in Section 25 of that Act) under Sections 25 and 26 of that Act for the “prescribed accounting period” (as that expression is used in Sub-Section 25(1) of that Act) in relation to Value Added Tax

1.20

“Landlord” means the party named as “Landlord” in the Particulars and includes the person for the time being entitled to the reversion immediately expectant on the determination of the Term

1.21

“this Lease” means this Underlease and any document which is made supplemental hereto or which is entered into pursuant to or in accordance with the terms hereof

1.22

“Lettable Areas” means those parts of any building (including the Building) leased or intended to be leased or capable of being leased to occupational tenants but excluding any parts of such building leased or intended to be leased or capable of being leased to public utilities for the purposes of the carrying out of their statutory obligations

1.23

“Level 1 Rent Free Extension Period” means either (i) in the event that the date upon which the Demised Premises are again fit for occupation and use (or would be again fit for occupation and use if the Existing Category A Works and the Tenant’s Works or any other works of a similar type at any time carried out by the Tenant or any undertenant were reinstated) occurs after the Level 1 Rent Commencement Date a period equal to the number of days from the date of any damage or destruction by an Insured Risk or Act of Terrorism referred to in Clause 7 to but excluding the Level 1 Rent Commencement Date or (ii) in the event the date upon which the Demised Premises are again fit for occupation and use (or would be again fit for occupation and use if the Existing Category A Works and the Tenant’s Works or any other works of a similar type at any time carried out by the Tenant or any undertenant were reinstated) occurs before the Level 1 Rent Commencement Date a period equal to the number of days from the date of any damage or destruction by an Insured Risk or Act of Terrorism referred to in Clause 7 to but excluding the date upon which the Demised Premises are again so fit for occupation and use or would be as aforesaid

1.24

“Level 2 Rent Free Extension Period” means either (i) in the event that the date upon which the Demised Premises are again fit for occupation and use (or would be again fit for occupation and use if the Existing Category A Works and the Tenant’s Works or any other works of a similar type at any time carried out by the Tenant or any undertenant were reinstated) occurs after the Level 2 Rent Commencement Date a period equal to the number of days from the date of any damage or destruction by an Insured Risk or Act of Terrorism referred to in Clause 7 to but excluding the Level 2 Rent Commencement Date or (ii) in the event the date upon which the Demised Premises are again fit for occupation and use (or would be again fit for occupation and use if the Existing Category A Works and the Tenant’s Works or any other works of a similar type at any time carried out by the Tenant or any undertenant were reinstated) occurs before the Level 2 Rent Commencement Date a period equal to the number of days from the date of any damage or destruction by an Insured Risk or Act of Terrorism referred to in Clause 7 to but excluding the date upon which the Demised Premises are again so fit for occupation and use or would be as aforesaid

1.25

“Management Company” means the party named as “Management Company” in the Particulars or such other company as may be substituted therefor by the Landlord by notice in writing to the Tenant pursuant to Clause 8.6 PROVIDED THAT in the event of any such

substitution then at the request of either the Landlord or the Tenant the substituted management company the Tenant and any Surety shall enter into a Deed by which the Tenant and the Surety covenant with the new management company and the new management company covenants with the Tenant in the terms of the covenants between the Management Company the Tenant and any Surety contained in this Lease

1.26

“Mechanical Space Area” means the areas on Floor 12 of the Building shown for the purpose of identification only hatched and edged blue on Plans 6A and 6B

1.27

“Minimum Standard Developer’s Finish for Tenant’s Work Specification” means the document forming Annexure 1 hereto and “Minimum Standard Developer’s Finish” means the minimum standard detailed in the Minimum Standard Developer’s Finish for the Tenant’s Work’s Specification.

1.28

“Net Internal Area” shall have the meaning given to it by the Code of Measuring Practice published on behalf of the Royal Institution of Chartered Surveyors and the Incorporated Society of Valuers and Auctioneers (Fourth Edition November 1993) or such subsequent Edition as shall be generally used by measurement surveyors and shall be determined from time to time by the Estate Surveyor (as defined in Clause 9.1 (k)) (ignoring works carried out by tenants or occupiers during the subsistence of the lease or underlease in existence at the time of such determination)

1.29

“Particulars” means the descriptions and terms appearing on the preceding pages headed “Lease Particulars” which comprise part of this Lease

1.30

“Permitted Alterations” means the erection or relocation of demountable partitioning, light switches and floor boxes, the installation removal or alteration of cabling provided such alterations or additions do not affect the use or enjoyment of the Building or the base building systems

1.31

“Permitted Part” means the separate unit of accommodation as defined in Clause 4.2l(c)(ii)

1.32

“Pipes” means all pipes sewers drains ducts conduits gutters watercourses wires cables channels flues service corridors trunking and all other conducting media and any ancillary apparatus

1.33

“Plan 1” “Plan 2” “Plan 3” etc means the plans annexed hereto and respectively so marked

1.34

“Planning Acts” means the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act 1991 and any other town and country planning or related legislation

1.35

“Quarterly Day” means each of the 1st day of January 1st day of April 1st day of July and 1st day of October

1.36

“Regulations” means the regulations set out in a manual which has been made available to the Tenant and which may be reasonably updated from time to time and such substituted or additional reasonable Regulations as the Landlord may from time to time notify in writing to

the Tenant for the general management oversight and security of the Building the Car Park or the Estate

1.37

“Rent” means the Initial Rent and the rent payable pursuant to the provisions of the Third Schedule

1.38

“Retained Parts” means the Common Parts of the Building and all parts of the Building which do not comprise Lettable Areas or Estate Common Parts and/or which are designated as such from time to time by the Landlord

1.39

“Serviced Offices” means the provision of office accommodation (a) to tenants on short-term lettings or tenancies (not exceeding five years) excluded from the operation of sections 24-28 (inclusive) of the Landlord and Tenant Act 1954 or (b) to tenants on the basis of tenancies at will, periodic tenancies or yearly tenancies or (c) otherwise to occupiers on the terms of licences to occupy under which no relationship of landlord and tenant is created by the arrangement and (in each case) where such tenants or occupiers are provided additional service or services such as (by way of example only) support systems and/or reception facilities and/or conference facilities and/or meeting rooms

1.40

“Superior Landlord” means the person or persons for the time being entitled to any estate or estates which are reversionary (whether immediate or mediate) upon the Landlord’s estate

1.41

“Superior Lease” means the Lease dated 16 March 1998 and made between London Docklands Development Corporation (1) and Heron Quays Properties Limited (2) as amended from time to time and any other lease or leases which are reversionary (whether immediate or mediate) upon this Lease

1.42

“Surety” means the party (if any) named as “Surety” in the Particulars and any other party who during the Term acts as Surety and in the case of an individual includes his personal representatives

1.43

“Tenant” means the party named as “Tenant” in the Particulars and includes the Tenant’s successors in title and assigns and those deriving title under them and in the case of an individual includes his personal representatives

1.44

“Tenant’s Category A Works” means works undertaken by the Tenant which shall comprise works of the nature of (whether or not they are identical to the works detailed in the Minimum Standard Developer’s Finish for Tenant’s Works Specification) and which are approved in accordance with the provisions of the Agreement for Lease

1.45

“Tenant’s Category B Works” means the works (if any) which are undertaken by the Tenant (in addition to the Tenant’s Category A Works or in substitution thereof) as part of the Tenant’s fitting out of the Demised Premises and which are approved in accordance with the provisions of the Agreement for Lease

1.46

“Tenant’s Works” means collectively the Tenant’s Category A Works and the Tenant’s Category B Works

1.47

“Term” means the term of years stated in the Particulars and includes the period of any holding over or any extension or continuation whether by statute or common law

1.48

“Value Added Tax” and “VAT” means value added tax as provided for in the Value Added Tax Act 1994 and includes any other tax from time to time replacing it or of a similar fiscal nature

1.49

“Working Day” means any day (other than a Saturday or a Sunday) upon which clearing banks in the United Kingdom are open to the public for the transaction of business

2.

INTERPRETATION

2.1

where two or more persons are included in the expression “the Tenant” and/or “the Landlord” the covenants which are expressed to be made by the Tenant and/or the Landlord shall be deemed to be made by such persons jointly and severally

2.2

words importing persons shall include firms companies and corporations and vice versa

2.3

any covenant or regulation to be observed by any party hereto not to do any act or thing shall include an obligation not to cause permit or suffer such act or thing to be done

2.4

references either to any rights or powers of the Landlord or the Management Company or the rights of the Tenant in relation to the Adjoining Property shall be construed as extending respectively to the Superior Landlord and all persons authorised by the Landlord and/or the Management Company and the Superior Landlord and as the case may be by the Tenant

2.5

reference to the requirement of any consent and/or approval from and/or registration with the Landlord and/or the Management Company shall be construed as:-

(a)

requiring the Landlord and/or Management Company not unreasonably to delay giving any such consent and/or approval where either the Landlord or Management Company is not unreasonably to withhold such consent and/or approval; and

(b)

including a requirement for the consent and/or approval of and/or registration with a Superior Landlord where the Superior Landlord’s consent and/or approval would be required under the terms of a Superior Lease except that nothing herein shall be construed as imposing on a Superior Landlord any obligation (or indicating that such an obligation is imposed on the Superior Landlord by virtue of the terms of a Superior Lease) not unreasonably to refuse any such consent and/or approval

2.6

any reference to a statute (whether specifically named or not) shall include any amendment or re-enactment of such statute for the time being in force and all instruments orders notices regulations directions bye-laws permissions and plans for the time being made issued or given thereunder or deriving validity therefrom

2.7

the titles and headings appearing in this Lease are for reference only and shall not affect its construction

2.8

all agreements and obligations by any party contained in this Lease (whether or not expressed to be covenants) shall be deemed to be and shall be construed as covenants by such party

2.9

save where expressly provided to the contrary, all sums payable by the Tenant or the Surety pursuant to this Lease shall be deemed to be exclusive of any Value Added Tax which may

be chargeable on the supply or supplies for which such sums (or any part of such sums) are the whole or part of the consideration for Value Added Tax purposes

2.10

any reference to any right, entitlement or obligation of any person under the laws in relation to Value Added Tax, or any business carried on by any person for Value Added Tax purposes, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a group for the purposes of section 43 of the Value Added Tax Act 1994, to include a reference to the right, entitlement or obligation under such laws of, or the business carried on for Value Added Tax purposes by, the representative member of such group at such time (the term “representative member”) to be construed in accordance with the said section 43)

2.11

any reference to any election to waive exemption made or to be made by any person pursuant to paragraph 2 of Schedule 10 to the Value Added Tax Act 1994 shall be construed to include a reference to any such election made or to be made pursuant to such paragraph by any relevant associate of such person (the term “relevant associate” to be construed in accordance with paragraph 3 of the said Schedule 10)

3.

DEMISE AND RENTS

(a)

yearly and proportionately for any fraction of a year:-

(i)

from and including 16 May 2005 up to but excluding the Level 2 Rent Commencement Date the rent of FORTY THOUSAND SEVEN HUNDRED AND SEVENTY FIVE POUNDS (£40,775)

(ii)

from and including the Level 2 Rent Commencement Date up to but excluding the Level 1 Rent Commencement Date the rent of SIX HUNDRED AND SEVENTY THOUSAND ONE HUNDRED AND FORTY FIVE POUNDS (£670,145)

(iii)

from and including the Level 1 Rent Commencement Date to but excluding 16 May 2010 the Initial Rent

(iv)

from and including each Review Date (as that term is defined in the Third Schedule) such Rent as shall become payable under and in accordance with the provisions of the Third Schedule

(b)

a due proportion to be fairly and properly determined by the Landlord of all sums (including insurance tax and the cost of periodic valuations for insurance purposes) which the Landlord shall from time to time be liable to pay for insuring the Building against the Insured Risks pursuant to Clause 7.1 (a) and the other matters referred to in Clauses 7.1(c) and 7.1(d) and the whole of the sums which the Landlord shall from time to time pay for insuring against loss of rents pursuant to Clause 7.1(b) such sums to be paid to the Landlord on demand

(c)

the payments to be made to the Management Company (subject to Clause 8.6) in accordance with Clause 9

(d)

the moneys referred to in Clauses 4.2 and 4.33 to be paid to the Landlord or the Management Company as therein provided on demand

(e)

any other moneys which are by this Lease stated to be recoverable as rent in arrear to be paid to the Landlord or the Management Company as therein provided on demand

4.

TENANT’S COVENANTS

4.1

Rents

4.2

Interest on arrears

(a)

Without prejudice to any other right remedy or power herein contained or otherwise available to the Landlord or the Management Company if any of the rents reserved by this Lease (whether formally demanded or not) or any other sum of money payable to the Landlord or the Management Company by the Tenant under this Lease shall not be paid so that the Landlord receives full value in cleared funds:-

(i)

in the case of the Rent and any Value Added Tax thereon, on the date when payment is due (or, if the due date is not a Working Day, the next Working Day after the due date); or

(ii)

in the case of any other rents or sums within seven (7) days after the date when payment has become due

(b)

Without prejudice to any other right, remedy or power contained in this Lease or otherwise available to the Landlord, if the Landlord shall decline to accept any of the

rents or other sums of money so as not to waive any existing breach of covenant, the Tenant shall pay interest on such rents and other sums of money at the Interest Rate from and including the date when payment was due (or, where applicable, would have been due if demanded on the earliest date on which it could have been demanded) to the date when payment is accepted by the Landlord

4.3

Outgoings

(a)

To pay and discharge all existing and future rates taxes duties charges assessments impositions and outgoings whatsoever or (where such outgoings relate to the Demised Premises and other premises) a due proportion thereof to be reasonably determined by the Landlord which now are or may at any time during the Term be payable in respect of the Demised Premises (and all car parking spaces designated for the use of the Tenant) whether by the owner or the occupier of them (excluding any tax payable by the Landlord occasioned by the grant of and any disposition of or dealing with the reversion to this Lease)

(b)

To the extent not detrimental to the Tenant’s interests to raise no objection to the Landlord or the Management Company contesting any outgoings as aforesaid and appealing any assessments related thereto or withdrawing any such contest or appeal or agreeing with the relevant authorities on any settlement compromise or conclusion in respect thereof and to supply to the Landlord forthwith upon receipt copies of any such assessments and to execute forthwith on request all consents authorisations or other documents as the Landlord or the Management Company reasonably requests to give full effect to the foregoing

(c)

Not to agree or appeal or contest any such outgoings or any assessments related thereto without the prior approval in writing of the Landlord (such approval not to be unreasonably withheld)

(d)

To pay all charges for electricity telephone water gas (if any) and other services and all sewage and environmental charges consumed in the Demised Premises including any connection charge and meter installation costs and rents and if so required by the Landlord at the Tenant’s own cost to install a water meter to measure the water consumed in the Demised Premises and (where any such services are provided by the Landlord or the Management Company at the request of the Tenant or where there is no reasonable alternative) to pay for any such service consumed and a standing charge at a reasonable rate (not exceeding 10% of the cost of the same to the Landlord or the Management Company) specified from time to time by the Landlord or the Management Company and to permit the Landlord or the Management Company to install maintain and read any meter in the Demised Premises relating to any such service

4.4

Utility authorities

4.5

Repairs

(a)

To repair and keep in good and substantial repair and condition the Demised Premises (other than any parts which the Landlord or the Management Company has covenanted to maintain or replace or repair)

(b)

To replace from time to time any of the Landlord’s fixtures and fittings which become in need of replacement with new ones which are similar in type and quality (excluding any such fixtures and fittings which the Landlord or the Management Company is liable to maintain or repair or replace pursuant to their respective covenants herein contained)

4.6

Plant and machinery

4.7

Decorations

4.8

Cleaning

(a)

To keep the Demised Premises in a clean and tidy condition and at least once in every month properly to clean the inside of all exterior windows window frames and other exterior glass enclosing the Demised Premises

(b)

To invite the cleaning contractor nominated by the Landlord to tender to the Tenant for the cleaning of the Demised Premises

4.9

Not Used

4.10

Yield up

(a)

Immediately prior to the expiration or sooner determination of the Term at the cost of the Tenant:-

(i)

to replace any of the Landlord’s fixtures and fittings which shall be missing or damaged with new ones of similar kind and quality or (at the option of the Landlord) to pay to the Landlord the cost of replacing any of the same

(ii)

to remove from the Demised Premises any moulding or sign of the name or business of the Tenant or occupiers and all tenant’s fixtures fittings furniture and effects and to make good to the reasonable satisfaction of the Landlord all damage caused by such removal

(iii)

only if reasonably required by the Landlord to remove all video data and sound communications conducting material installed in the Building by or at the request of the Tenant or any undertenant

(b)

At the expiration or sooner determination of the Term quietly to yield up the Demised Premises to the Landlord in good and substantial repair and condition in accordance with the covenants and other obligations on the part of the Tenant contained in this Lease and if and to the extent required by the Landlord to no less a standard of finish than they would have been in if they had been constructed to the Minimum Standard Developer’s Finish for Tenant Work Specification when the Building was originally constructed and to the extent that such a requirement is not inconsistent with the foregoing provision to reinstate and remove the alterations and additions carried out by or on behalf of the Tenant whether before or after the commencement of the Term and making good of all damage caused by such removal in all cases to the Landlord’s reasonable satisfaction.

4.11

Rights of entry by Landlord and the Management Company

(a)

to view and examine the state and condition of the Demised Premises and to take schedules of the landlord’s fixtures

(b)

to exercise any of the rights excepted and reserved by this Lease

(c)

for any other proper purpose connected with the management of or the interest of the Landlord in the Demised Premises or the Building

4.12

To comply with notices

(a)

Whenever the Landlord shall give written notice to the Tenant of any breach of covenant to forthwith remedy such breach

(b)

If the Tenant shall fail within twenty-one (21) days of such notice or as soon as reasonably possible in the case of emergency to commence and then diligently to continue to comply with such notice the Landlord may without further notice enter

the Demised Premises and carry out or cause to be carried out all or any of the works referred to in such notice and all costs and expenses thereby incurred shall be paid by the Tenant to the Landlord on demand and in default of payment shall be recoverable as rent in arrear

4.13 

Overloading floors and services and installation of wiring etc

(a)

Not to do anything which may subject the Demised Premises or the Building to any strain beyond that which it is designed to bear with due margin for safety and to pay to the Landlord on demand all costs reasonably incurred by the Landlord in obtaining the opinion of a qualified structural engineer as to whether the structure of the Demised Premises or the Building is being or is about to be overloaded

(b)

To observe the weight limits prescribed for all lifts in the Building

(c)

Not to use or permit or suffer to be used any electrical or electronic apparatus or equipment that does not comply with any relevant British standard or code of practice (or any replacement thereof) relating to such apparatus or equipment and in addition not to install or use any electrical or electronic equipment or apparatus unless it has been fitted with an efficient suppresser so as to prevent any interference with radio or television reception telecommunications transmission electrical or electronic apparatus or equipment or the operation of any other equipment in the Building or in any Adjoining Property

(d)

If properly requested by any relevant public utility promptly to provide or to consent to the disclosure by the relevant public utility of details to the Management Company of the installation in or upon any part of the Building or the Estate of all video data and sound communications conducting material and associated equipment installed by or at the request of the Tenant or any undertenant

4.14 

Pipes

4.15 

Cooking

4.16 

Dangerous materials and use of machinery

4.17 

Heating cooling and ventilation and other systems

(a)

Not to do anything which adversely affects the heating cooling or ventilation of the Building or any other centrally controlled systems or which imposes an additional load on the heating cooling or ventilation plant and equipment or any such system beyond that which it is designed to bear

(b)

To take all steps necessary to prevent any mechanical ventilation of the Demised Premises drawing air from or exhausting air into the Common Parts of the Building

4.18

User

(a)

Not to use or occupy the Demised Premises for any purpose except for the Permitted User

(b)

Not to use the Demised Premises or any part thereof for any auction or public meeting public exhibition or public entertainment or for gambling or as a club or for the business of a turf accountancy estate agency travel agency staff or employment agency or Government Department where services are provided principally to visiting members of the public

(c)

Not to use the Demised Premises or any part thereof for any dangerous noisy noxious or offensive trade business or occupation whatsoever nor for any illegal or immoral purpose nor for residential or sleeping purposes

(d)

Not to leave the Demised Premises continuously unoccupied for more than 7 days without:-

(i)

notifying the Landlord and

(ii)

providing such caretaking and security arrangements as the Landlord shall reasonably require in order to protect the Demised Premises and its contents and to deal with any emergency

(e)

To ensure that at all times the Landlord and the Management Company have written notice of the name home address and home telephone number of at least two keyholders of the Demised Premises

(f)

To provide the Landlord or the Management Company with a set of keys to the Demised Premises to enable the Landlord and the Management Company or their agents and others authorised by the Landlord or the Management Company to enter the Demised Premises for security purposes in accordance with the provisions of Clause 8.18 or in cases of emergency

4.19 

Alterations signs and visual amenity

(a)

Not to erect any new structure in the Demised Premises or any part thereof nor to alter add to or change the exterior of the Demised Premises or the height elevation or external architectural or decorative design or appearance of the Demised Premises

(b)

Not to alter divide cut maim or remove any of the principal or load-bearing walls floors beams or columns within or enclosing the Demised Premises nor to make any other alterations or additions which affect the structure of the Building

(c)

Save for the Permitted Alterations not to make any alterations or additions to any centrally controlled systems in the Demised Premises or the Building or the Pipes within or serving the Demised Premises or the Building without obtaining the prior written consent of the Landlord such consent not to be unreasonably withheld

(d)

Save for the Permitted Alterations not to make any alterations or additions not prohibited by Clause 4.19 (a) or (b) without obtaining the prior written consent of the Landlord such consent not to be unreasonably withheld and provided that as soon as practicable (and not more than twenty working days) following completion of the approved alterations or additions or the Permitted Alterations (the “Alterations” ) the Tenant shall supply to the Landlord (i) a set of as-built drawings showing the Alterations as actually carried out together with a complete set of updated DWG files on computer disc reflecting the changes to the Tenant’s Works and (ii) a copy of the health and safety file kept available for inspection pursuant to the Construction (Design Management) Regulations 1994 and any subsequent legislation of a similar nature

(e)

Not to add to or change the lighting within the Demised Premises which lighting is visible from outside the Demised Premises without obtaining the prior written consent of the Landlord (not to be unreasonably withheld)

(f)

Not to erect or display on the exterior of the Demised Premises or in the windows thereof so as to be visible from the exterior any pole aerial advertisement or thing whatsoever save that the Tenant may display on the entrance door to the Demised Premises a sign stating the Tenant’s name and business or profession on obtaining the prior written consent of the Landlord to the size style and the position thereof and the materials to be used such consent not to be unreasonably withheld

(g)

Not to install any window coverings except those which have been approved in writing by the Landlord from time to time (not to be unreasonably withheld)

(h)

Promptly to make good all damage caused to any parts of the Building or any Adjoining Property in the carrying out of any alterations or additions to the Demised Premises

4.20 

Works carried out to the Demised Premises

(a)

any works the carrying out of which may in the Landlord’s reasonable opinion constitute a nuisance or disrupt the businesses or activities of other tenants or occupiers of the Building or the Estate or the public shall be performed outside the hours of 9.00 am to 6.00 pm on Monday to Friday (inclusive)

(b)

any works within the Demised Premises affecting the structure of the Building or any base building systems or centrally controlled systems within the Building or the Demised Premises shall at the Landlord’s reasonable option be performed at the Tenant’s expense by the Landlord or the Management Company or by contractors designated by the Landlord at a reasonable time specified by the Landlord and at a reasonable cost

4.21

Alienation

4.21.1

(a)

Not to assign or charge any part or parts (as distinct from the whole) of the Demised Premises and not to agree so to do

(b)

Not to part with possession of or share the occupation of the whole or any part or parts of the Demised Premises or agree so to do (otherwise than conditionally upon obtaining the Landlord’s consent in accordance with the terms of this Lease) or permit any person to occupy the same save by way of an assignment or underlease of the whole of the Demised Premises or an underlease of a Permitted Part thereof (as hereinafter defined) in accordance with the provisions of this Clause PROVIDED THAT nothing contained in this Clause shall prevent the Tenant from sharing occupation of the whole or any part or parts of the Demised Premises with a company which is and remains a Group Company of the Tenant so long as such occupation shall not create the relationship of landlord and tenant between the Tenant and the Group Company and notice of the sharing of occupation and the name of the Group Company concerned is given to the Landlord within ten (10) Working Days after the sharing begins

(c)

Not to underlet any part or parts of the Demised Premises (as distinct from the whole) otherwise than on the following conditions:-

(i)

each floor of the Demised Premises shall not at any time be in the occupation of more than four (4) Entities the Tenant and any Group Company of the Tenant sharing occupation with the Tenant pursuant to the proviso to Clause 4.21.1(b) counting as one

(ii)

each separate unit of accommodation to be underlet or retained shall comprise not less than four thousand square feet on a single floor and shall be capable of being occupied and used as a separate and self-contained unit with all necessary and proper services (“a Permitted Part”) and

(iii)

if the Landlord shall reasonably so require, the Tenant shall obtain an acceptable guarantor for any proposed undertenant and such guarantor shall execute and deliver to the Landlord a deed containing covenants by that guarantor (or, if more than one, joint and several covenants) with the Landlord, as a primary obligation, in the terms contained in the Fourth Schedule (with any necessary changes) or in such other terms as the Landlord may reasonably require and

(iv)

prior to the grant of any underlease of a Permitted Part (which comprises less than a whole floor) the underlease has been validly excluded form the operation of sections 24 to 28 of the Landlord and Tenant Act 1954 in accordance with the provisions of section 38(A) of the said Act in relation to

such intended underlease and the said intended underlease shall contain provisions excluding Sections 24 to 28 of the said Act

(d)

Not to underlet the whole of the Demised Premises otherwise than on the condition that if the Landlord shall reasonably so require, the Tenant shall obtain an acceptable guarantor for any proposed undertenant and such guarantor shall execute and deliver to the Landlord a deed containing covenants by that guarantor (or, if more than one, joint and several covenants) with the Landlord, as a primary obligation, in the terms contained in the Fourth Schedule (with any necessary changes) or in such other terms as the Landlord may reasonably require

(i)

Not to underlet the whole of the Demised Premises or a Permitted Part at a fine or a premium or at a rent less than the open market rental value of the Demised Premises or (as the case may be) of a Permitted Part in each case at the time of such underlease

(ii)

No underletting of the whole or any part of the Demised Premises can take place on terms whereby any rent-free or concessionary rent period or financial inducement given is not previously approved by the Landlord

(f)

Without prejudice to the foregoing provisions not to charge or underlet the whole of the Demised Premises nor to underlet a Permitted Part without the prior written consent of the Landlord such consent not to be unreasonably withheld nor to assign the whole of the Demised Premises otherwise that in strict compliance with Clause 4.21.2

(g)

Prior to any permitted underlease to procure that the undertenant enters into direct covenants with the Landlord and the Management Company as follows:-

(i)

an unqualified covenant by the undertenant that the undertenant

(A)

shall not assign or charge (or agree so to do) any part or parts (as distinct from the whole of the premises to be thereby demised); and

(B)

shall not (save by way of an assignment or underlease of the whole or (if the undertenant is the undertenant of the whole of the Demised Premises) an underlease of a Permitted Part) part with possession of or share the occupation of the whole or any part of the premises to be thereby demised or agree so to do or permit any person to occupy the same

(ii)

a covenant by the undertenant that the undertenant shall not assign charge or underlet (or agree so to do) the whole of the premises to be thereby demised or underlet (or agree so to do) a Permitted Part without (in each case) obtaining the prior written consent of the Landlord such consent not to be unreasonably withheld

(iii)

a covenant by the undertenant to perform and observe all the tenant’s covenants and the other provisions contained in

(1)

this Lease (other than the payment of the rents) so far as the same are applicable to the premises to be thereby demised and including in

particular (but without limitation) the conditions set out in Clause 4.21.1 (c); and

(2)

the permitted underlease

(h)

Every permitted underlease shall contain:-

(i)

provisions for the review of the rent thereby reserved (which the Tenant hereby covenants to operate and enforce) on an upwards only basis on the dates for review specified in the Particulars to this Lease in accordance with the provisions set out in the Third Schedule hereto mutatis mutandis and with references to “Assumed Premises” being deemed to be references to premises demised by the permitted underlease

(ii)

a covenant by the undertenant (which the Tenant hereby covenants to enforce) prohibiting the undertenant from doing or suffering any act or thing in relation to the premises underlet in breach of the provisions of this Lease

(iii)

a condition for re-entry on breach of any covenant by the undertenant

(iv)

(subject to the provisions of Clause 4.21.l(g)) the same provisions (mutatis mutandis) as are set out in Clause 4.21.2

(i)

When reasonably required to enforce the performance and observance by every such undertenant of the covenants provisions and conditions of the underlease and not at any time knowingly or formally to waive any breach of the same

(j)

To procure that the principal rent is reviewed under any permitted underlease in accordance with the terms thereof and not to agree any reviewed rent with the undertenant at less than the then open market rent and in any event not without prior consultation with the Landlord

(k)

Not to vary the terms of any permitted underlease (or agree so to do) without the prior written consent of the Landlord such consent not to be unreasonably withheld

(l)

To procure that the rents reserved by any permitted underlease shall not be commuted or payable more than one quarter in advance and not to permit the reduction of any rents reserved by any such underlease

(iii)

the proposed assignee or any proposed guarantor for it (other than any guarantor under an authorised guarantee agreement as referred to in Clause 4.21.2(b)(i)) is any person or Entity who has the right to claim sovereign or diplomatic immunity or exemption from liability from the covenants on the part of the Tenant contained in this Lease; or

(iv)

at the time of application for consent the proposed assignee or any proposed guarantor for it (other than any guarantor under an authorised guarantee agreement as referred to in Clause 4.21.2(b)(i)) is any person or Entity in relation to whom any of the events mentioned in Clause 8.1 of this Lease would have occurred if that person or Entity were the Tenant under this Lease; or

(v)

the Initial Rent remains unpaid; or

(vi)

in the Landlord’s reasonable opinion there is a material outstanding breach of covenant on the part of the Tenant which relates to the repair of the Demised Premises unless the proposed assignee (being an Acceptable Assignee) covenants unconditionally with both the Landlord and the Management Company to remedy such breach as soon as reasonably practicable

(b)

For the purposes of S19 (1A) of the Landlord and Tenant Act 1927 and S16 of the Landlord and Tenant (Covenants) Act 1995 it is further agreed that any consent of the Landlord to an assignment of the whole of the Demised Premises may be subject to:

(i)

a condition requiring that before the Tenant completes the assignment of this Lease the Tenant and any party who has covenanted on its behalf as Surety jointly and severally execute and deliver to the Landlord a deed which shall be prepared by the Landlord’s solicitors containing covenants on the part of the Tenant and the Surety in the form of those contained in the Eighth Schedule

(ii)

a condition that the assignment is completed and registered with the Landlord in accordance with Clause 4.22 within two (2) months of the date of the consent and that if it is not the consent shall be void but any of the guarantees referred to in Clauses 4.21.2(b)(i) and 4.21.2(b)(iii) shall nevertheless remain in full force and effect

(iii)

a condition that before the Tenant completes the assignment of the Lease, if the Landlord acting reasonably determines it to be necessary, one or more guarantors acceptable to the Landlord, acting reasonably, covenant by deed with the Landlord in the form of guarantee set out in the Fourth Schedule

(iv)

a condition that prior to any permitted assignment it is procured that the assignee enters into a direct covenant with the Landlord and the Management Company that with effect from the date of the assignment until the first subsequent assignment which is not an excluded assignment (as the expression is defined in the Landlord and Tenant (Covenants) Act 1995) the proposed assignee will pay the rents hereby reserved and perform and observe the covenants by the Tenant contained in this Lease

(c)

Without prejudice to the provisions of Clauses 4.21.2(a) and (b) the Tenant shall not assign the whole of the Demised Premises without the prior written consent of the Landlord and except in relation to the circumstances mentioned in Clause 4.21.2(a) and the conditions mentioned in Clause 4.21.2(b) such consent shall not be unreasonably withheld. The parties agree that in considering whether or not the Landlord is reasonably withholding such consent due and proper regard shall be had to the provisions and effect of the Landlord and Tenant (Covenants) Act 1995

(d)

Clauses 4.21.2(a) and 4.21.2(b) shall operate without prejudice to the Landlord’s right to refuse such consent on any other ground or grounds where such refusal would be reasonable or to impose further conditions upon the grant of consent where such imposition would be reasonable and the Landlord may at any time during the Term abandon any of the circumstances set out in Clause 4.21.2(a) and/or any of the conditions referred to in Clause 4.21.2(b) by serving written notice to that effect on the Tenant and upon service of any such notice in the circumstance(s) or condition(s) therein specified shall be deemed to be deleted from this Lease and be of no further effect

4.21.3 

Any question of whether or not any of the circumstances set out in Clause 4.21.2(a) exist in relation to a proposed assignment of the whole of the Demised Premises or as to whether any of the conditions referred to in Clause 4.21.2(b) should be imposed shall be determined by the Landlord and if the Landlord determines that any such circumstances exist and as a consequence of it wishes to withhold its consent to the proposed assignment, or that any such conditions should be imposed, the Landlord shall give written notice to that effect to the Tenant and such notification shall be binding on the Tenant unless the Tenant serves on the Landlord a counternotice (“ the Counternotice ”) within ten (10) Working Days requiring the Landlord’s determination to be reviewed by an expert in accordance with the Ninth Schedule

4.22 

Registration of dispositions

4.23 

Disclosure of information