Exhibit 10.28
 
  (1)
    
    KUC PROPERTIES LIMITED(2)
    
    OCEAN POWER TECHNOLOGIES LIMITED
   Eversheds LLP
    
    T +44 (0) 845 497 1000115 Colmore Row
    
    F +44 (0) 845 497 1900Birmingham
    
    DX 13004 BirminghamB3 3AL
    
    www. eversheds .com




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PARTICULARS
 PART 1: LAND REGISTRY PARTICULARS
 LR1.
    
    Date of lease
    
    1 February 2008LR2.
    
    Title number(s)LR2.1
    
    Landlords title number(s)
    
    WK268918.LR2.2
    
    Other title numbers
    
    None.LR3.
    
    Parties to this leaseLandlord
    
    KUC PROPERTIES LIMITED (registered number SC044073)
whose registered office is at 24/25 St Andrew
Square Edinburgh EH2 1AF.Tenant
    
    OCEAN POWER TECHNOLOGIES LIMITED
(registered number 05225532) whose registered office
is at Warwick Innovation Centre Warwick Technology
Park Gallows Hill Warwick CV34 6UW.LR4.
    
    Property
    
    In the case of a conflict between this clause and
the remainder of this lease then, for the purposes
of registration, this clause shall
prevail.The premises (referred to in this Lease as the
Premises) known as Unit 54 No. 15 Hurlbutt
Road Heathcote Industrial Estate Leamington Spa
shown edged red on the attached plan
including all alterations, improvements and
additions made to those premises during the Term,
landlords fixtures and conduits exclusively
serving those premises at any time during the
Term and one half severed vertically of all party
walls dividing those premises from any
adjoining premises but




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excluding the airspace above the
upper level of the buildings on
those premises at any time during
the Term.LR5.
    
    Prescribed statements etcLR5.1
    
    Statements prescribed under rules179
(dispositions in favour of a charity), 180
(dispositions by a charity) or 196 (leases under
the Leasehold Reform, Housing and Urban Development
Act 1993) of the Land Registration Rules 2003
    
    None.LR5.2
    
    This lease is made under, or by
reference to, provisions of:
    
    None.LR6.
    
    Term for which the Property is leased
    
    From and including December 2007. 

To and including 18 December 2011.

(This term is referred to in this
Lease as the Contractual Term).LR7.
    
    Premium
    
    None.LR8.
    
    Prohibitions or restrictions on
disposing of this lease
    
    This Lease contains a provision that prohibits or restricts dispositions.LR9.
    
    Rights of acquisition etcLR9.1
    
    Tenants contractual rights to renew
this lease, to acquire the reversion or another
lease of the Property, or to acquire an interest in
other land
    
    None.LR9.2
    
    Tenants covenant to (or offer to)
surrender this lease
    
    None.LR9.3
    
    Landlords contractual rights to
acquire this lease
    
    None.LR10.
    
    Restrictive covenants given in this lease by the
Landlord in
    
    None.




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respect of land other than
the PropertyLR11.
    
    EasementsLR11.1
    
    Easements granted by this
lease for the benefit of the
Property
    
    The rights specified in Schedule 1.LR11.2
    
    Easements granted or
reserved by this lease over
the Property for the benefit
of other property
    
    The rights specified in Schedule 2.LRI2.
    
    Estate rentcharge burdening
the Property
    
    None.LR13.
    
    Application for standard
form of restriction
    
    None.LR14.
    
    Declaration of trust where
there is more than one
person comprising the Tenant
    
    Not applicable.




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PART 2: OTHER PARTICULARS
 Initial Rent
    
    Sixteen thousand pounds (£16,000) per annum exclusive of
value added taxRent Start Date
    
    1 February 2008Permitted Use
    
    Use of the Premises for storage,
administration and manufacture within Class B1 (c) or
B8 of the Schedule to the Town & Country Planning (Use
Classes) Order 1987




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CONTENTS
 Clause
    
    Page1   DEFINITIONS AND INTERPRETATION
    
    
    11.1 Additional Rents
    
    
    11.2 Building
    
    
    11.3 Conduits
    
    
    11.4 Insurance Rent
    
    
    11.5 Insured Risks
    
    
    21.6 Interest Rate
    
    
    21.7 Internal Painting Year
    
    
    21.8 Landlord
    
    
    21.9 Main Structure
    
    
    21.10 Plan
    
    
    21.11 Planning Acts
    
    
    21.12 Premises
    
    
    31.13 the Regulation
    
    
    31.14 Rent
    
    
    31.15 Service Costs
    
    
    31.16 Service Charge
    
    
    31.17 Service Charge Year
    
    
    31.18 Superior Lease
    
    
    41.19 Superior Landlord
    
    
    41.20 Tenant
    
    
    41.21 Term
    
    
    42   DEMISE AND RENT RESERVATION
    
    
    43   TENANTS COVENANTS
    
    
    53.1 To pay rent
    
    
    53.2 Interest
    
    
    53.3 Rates and taxes
    
    
    53.4 To repair
    
    
    63.5 To paint and redecorate
    
    
    63.6 To yield up
    
    
    63.7 To comply with statutory requirements
    
    
    73.8 Planning
    
    
    73.9 Notices received
    
    
    83.10 Notice as to defects
    
    
    83.11 To permit entry to examine and do repairs
    
    
    83.12 To repair on notice
    
    
    93.13 Landlord may repair on Tenants default
    
    
    93.14 Re-letting
    
    
    93.15 Landlords costs
    
    
    103.16 Insurance
    
    
    103.17 Electrical alterations
    
    
    113.18 Alterations
    
    
    11




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Clause
    
    Page3.19 Permitted Use
    
    
    133.20 Prohibited uses
    
    
    133.21 Advertising signs and posters
    
    
    133.22 Nuisance
    
    
    133.23 To clean windows and clear refuse
    
    
    143.24 Easements
    
    
    143.25 Alienation etc
    
    
    143.26 To register any disposition
    
    
    173.27 Not to overload premises nor obstruct Conduits
    
    
    173.28 To comply with regulations
    
    
    183.29 Restrictive covenants and Superior Lease
    
    
    183.30 Indemnity
    
    
    183.31 Value added tax
    
    
    183.32 Information as to subtenants
    
    
    194   LANDLORDS COVENANTS
    
    
    194.1 Quiet enjoyment
    
    
    194.2 To insure
    
    
    194.3 To repair and to maintain services
    
    
    204.4 Superior Lease
    
    
    205   FURTHER PROVISIONS
    
    
    205.1 Forfeiture and re-entry
    
    
    205.2 Rent cesser
    
    
    215.3 Determination
    
    
    225.4 Insurance proceeds
    
    
    225.5 Disputes
    
    
    225.6 Service of notices
    
    
    225.7 Compensation for disturbance
    
    
    235.8 Rights and easements
    
    
    235.9 Jurisdiction
    
    
    235.10 Landlords liability
    
    
    235.11 The Superior Landlord and mortgagee
    
    
    236   EXCLUSION OF THE 1954 ACT
    
    
    247   NEW TENANCY
    
    
    248   RIGHTS OF THIRD PARTIES
    
    
    249   NO AGREEMENT FOR LEASE
    
    
    24Schedules1   Rights Granted
    
    
    251 Support
    
    
    252 Passage of utilities
    
    
    253 Use of common parts
    
    
    254 Right to enter adjacent premises
    
    
    252   Rights Reserved by the Landlord
    
    
    271 Support
    
    
    272 Passage of utilities
    
    
    273 Easements
    
    
    274 Right of entry
    
    
    27




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Clause
    
    Page5 Right to alter
    
    
    273   SERVICES
    
    
    29Part 1(A)
    
    
    29Part 1(B)
    
    
    30Part 2
    
    
    314   Guarantee Covenants
    
    
    325   Deeds
    
    
    33




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THIS LEASE clause LR1 WITNESSES
 1.
    
    DEFINITIONS AND INTERPRETATIONIn this lease where the context so admits the words and expressions set out in the Lease
Particulars shall have the meanings there set out and the following words and expressions
shall mean:1.1
    
    Additional Rents
 1.1.1
    
    the Insurance Rent (as hereinafter defined)1.1.2
    
    the Service Charge (as hereinafter defined)1.1.3
    
    any interest chargeable under this lease1.1.4
    
    all expenses costs fees and other sums incurred under the provisions of
the sub-clauses of this lease headed Landlords costs Landlord may repair on
Tenants default To pay costs and Value added tax1.1.5
    
    any additional insurance premiums payable by the Tenant under the
sub-clause headed Insurance.
 1.2
    
    Buildingthe land and building known as Heathcote Industrial Estate Leamington Spa and the
curtilage thereof and any boundary walls and fences and all additions and alterations
thereto,1.3
    
    Conduitspipes drains gutters flues channels wires and other conducting media and ancillary
apparatus in or serving the Building.1.4
    
    Insurance Renta sum representing a fair proportion of the cost to the Landlord of:
 1.4.1
    
    complying with the Landlords insuring covenant hereinafter contained1.4.2
    
    public liability insurance of the Landlord in connection with the Building1.4.3
    
    obtaining at periodic intervals independent valuations of the Building for
insurance purposes
 1




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together with an amount equivalent to the excess sums (if any) which the insurers are not
liable to pay out on any insurance claim in respect of the Premises.1.5
    
    Insured Risksfire lightning explosion aircraft (not being hostile aircraft) and articles dropped
therefrom riot civil commotion earthquake storm tempest flood burst water pipes and
impact by road vehicles and any other insurable risks against which the Landlord shall
from time to time deem it desirable to insure subject in each case to:
 1.5.1
    
    insurance for any risk being reasonably obtainable on
normal commercial terms1.5.2
    
    such exclusions and limitations as may be imposed by the insurers.
 1.6
    
    Interest Ratethe base rate of Barclays Bank plc or such other bank as the Landlord may nominate from
time to time acting reasonably or if the base rate shall cease to exist such other rate
of Interest as is most closely comparable with it as may be specified by the Landlord.1.7
    
    Internal Painting Year2010.1.8
    
    Landlordthe Landlord named in the Lease Particulars and where the context so admits the
reversioner for the time being expectant upon the termination of the tenancy hereby
created.1.9
    
    Main Structurethe roof foundations floor structures load-bearing walls or frame stanchions beams
columns and all external walls window frames and all common Conduits of the Building.1.10
    
    Planthe plan annexed hereto.1.11
    
    Planning Actsthe Town and Country Planning Act 1990 and all other legislation relating to planning.
 2




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1.12
    
    Premisesthe premises known as Unit No. 54(15) Heathcote Industrial Estate which are shown for
Identification only edged red on the Plan and which shall for the purpose of clarification
extend to and include:
 1.12.1
    
    the interior finishes of external walls and of internal load bearing walls frames
stanchions beams and columns and the floor boards and floor and ceiling finishes1.12.2
    
    all internal non load bearing walls or partitions wholly within the Premises1.12.3
    
    one half in thickness of all internal non load bearing walls or partitions
separating the Premises from any other part of the Building1.12.4
    
    all doors door frames and glass in windows and doors1.12.5
    
    all Conduits which serve exclusively the Premises and1.12.6
    
    all Landlords fixtures and fittingsbut shall exclude the Main Structure.
 1.13
    
    the Regulationthe Tenant must not store or leave refuse on the Premises other than in lidded containers
with a volume of not more than 1,100 litres.1.14
    
    Rentthe Initial Rent but such term does not include the Additional Rents although the word
rents includes both the Rent and the Additional Rents.1.15
    
    Service Coststhe costs incurred by the Landlord in carrying out the works and providing the services
set out in Part 1(A) of Schedule 3 and the service
expenses incurred under Part 1(B) of that Schedule.1.16
    
    Service Chargethe sum payable by the Tenant in accordance with Part 2of Schedule 3.1.17
    
    Service Charge Yearthe period of twelve months up to the 31st of December in each year or such other period
as the Landlord shall from time to time choose.
 3




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1.18
    
    Superior Leaseany lease of the whole or any part of the Building superior to this lease.1.19
    
    Superior Landlordthe person entitled to the benefit of the reversion expectant upon the
determination of any Superior Lease.1.20
    
    Tenantthe Tenant named in the Lease Particulars and where the context so admits its successors
in title to the tenancy hereby created.1.21
    
    Termthe Contractual Term and any period of holding over or extension of the Contractual Term
whether by statute or common law.
  1.22
    
    the singular includes the plural and vice-versa and the masculine the feminine and the neuter
shall each include the others;1.23
    
    reference to any statute (but not any Use Class Order) shall Include any legislation
amending or replacing the same and any statutory instruments orders rules or regulations
having effect thereunder;1.24
    
    every covenant by the Tenant not to do any act shall include an obligation not to allow that
act to be done;1.25
    
    where the Tenant or the Guarantor is more than one person their covenants and references to
them shall be joint and several;1.26
    
    references to this lease are to this lease as varied or supplemented; and1.27
    
    the clause headings shall not affect the construction.2.
    
    DEMISE AND RENT RESERVATIONThe Landlord HEREBY DEMISES unto the Tenant the Premises TOGETHER WITH the easements and
rights specified in Schedule 1EXCEPT AND RESERVED unto the Landlord and others the
easements and rights specified in Schedule 2TO HOLD the Premises unto the Tenant for the
Contractual Term SUBJECT TO the provisions of the deeds and documents referred to in
Schedule 5YIELDING AND PAYING therefor to the Landlord during the Term yearly and
proportionately for any fraction of a year the rents set out hereunder:
 
 4




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2.1
    
    The Initial Rent to be paid by equal quarterly payments in advance on the usual
quarter days in every year the first payment (apportioned in respect of the period from
the Rent Start Date up to and including the day immediately preceding the next following
quarter day) to be paid on the date hereof2.2
    
    the Additional Rents  to be payable from the date hereof or the date of occupation if
earlier (as determined by the Landlord or its surveyor acting reasonably) and to be paid to
the Landlord within seven days of demand (except as otherwise provided).3.
    
    TENANTS COVENANTSTHE Tenant HEREBY COVENANTS with the Landlord throughout the Term or until released
pursuant to the Landlord and Tenant (Covenants) Act 1995 as follows:3.1
    
    To pay rent
 3.1.1
    
    To pay the reserved rents at the times and in manner aforesaid without
any deduction or set off3.1.2
    
    If the Landlord reasonably requires to pay by Bankers Standing Order
 3.2
    
    InterestIf any rents or other sums payable hereunder shall be due but unpaid to pay interest
thereon (if demanded by the Landlord) calculated on a daily basis from the due date until
receipt by the Landlord at the rate of 3% over the interest rate per annum (except as
otherwise provided herein) over the Interest Rate compounded on the usual quarter days
(which rate shall apply before as well as after any judgment of the Court) Provided that
this sub-clause shall not prejudice any other right or remedy in respect of such rents.3.3
    
    Rates and taxes
 3.3.1
    
    To pay and discharge all existing and future rates taxes (save any taxes
payable by the Landlord solely due to Its ownership of the Building or Premises)
assessments outgoings duties and impositions whatsoever payable by law in respect of
the Premises or any part thereof by the owner or occupier thereof including all
charges in respect of water gas electricity and telecommunications used or
consumed at the Premises3.3.2
    
    If the Tenant claims rate relief for empty premises and the Landlord
accordingly is unable at the end of the Term to claim any such relief to indemnify
the Landlord in respect of any such relief lost.
 5




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3.3.3
    
    Not to agree or by default allow to be fixed the rateable value of the
Premises or any part thereof without the prior written consent (not to be
unreasonably withheld or delayed) of the Landlord and to cooperate with the
Landlord in any negotiations with the District Valuer at the sole cost of the
Landlord and if so requested by the Landlord to take all necessary steps to
appeal against any such rateable value fixed.
 3.4
    
    To repair
 3.4.1
    
    In a proper and workmanlike manner to repair maintain and cleanse and keep
in good and substantial repair and condition the Premises and all additions and
improvements thereto including (but without prejudice to the generality of the
foregoing) all sanitary central heating and water apparatus therein serving the
Premises (damage caused by any of the Insured Risks excepted save to the extent that
payment of any policy moneys is withheld in whole or in part by reason of any act
neglect or default of the Tenant or anyone at the Premises expressly or impliedly
with the authority of the Tenant or any undertenant)3.4.2
    
    To renew and replace from time to time all Landlords fixtures and
fittings which may be or become beyond repair3.4.3
    
    To pay a sum equivalent to the loss of Rent during such period as is
reasonably required for the carrying out of works after the end of the tenancy by
reason of any breach of this sub-clause without prejudice to any other right of the
Landlord.
 3.5
    
    To paint and redecorateIn the Internal Painting Year in a proper and workmanlike manner and to the reasonable
satisfaction of the Landlord to paint all the inside parts of the Premises previously
painted with two coats of good quality paint (the last painting to be in colours and
materials to be approved by the Landlord Provided That such approval shall not be
unreasonably withheld or delayed) and at the same time to oil varnish polish paper or
treat all internal parts thereof previously or requiring to be so treated and to wash
down all washable surfaces.3.6
    
    To yield upAt the expiration or sooner determination of the Term:
 3.6.1
    
    peaceably to yield up to the Landlord the Premises with vacant possession
in repair and decorated in accordance with the several covenants herein contained
 6




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3.6.2
    
    to give up all keys of the Premises to the Landlord3.6.3
    
    to remove all Tenants chattels and all rubbish from the Premises and (if
requested by the Landlord) all Tenants fixtures and fittings and to make good
immediately any damage caused by the removal.
 3.7
    
    To comply with statutory requirements
 3.7.1
    
    At all times to observe and comply with the provisions of or imposed under
any statute licence consent authorisation or regulation regulating or
permitting the use of the Premises and the requirements of any competent authority in
that connection and at the expense of the Tenant to do all that is necessary to
obtain maintain and renew all licences and registrations required by law for the use
of the Premises3.7.2
    
    At the sole cost of the Tenant to comply with the requirements of every
Act of Parliament and all directly applicable European Community law for the time
being in force and of all byelaws orders and regulations licences consents
permissions and conditions made thereunder affecting the Premises or any use
thereof.
 3.8
    
    PlanningIn relation to the Planning Acts:
 3.8.1
    
    not to carry out any development (as therein defined) without having first
obtained all necessary consents thereunder3.8.2
    
    not without the prior written consent of the Landlord to apply for
permission for any such development3.8.3
    
    not without the prior written consent of the Landlord to implement any
planning permission relating to the Premises3.8.4
    
    to pay any charge which may be imposed under the Planning Acts in respect
of the carrying out of any operations or the institution or continuance of the use of
the Premises3.8.5
    
    unless the Landlord shall otherwise direct in writing to carry out and
complete before the expiration or sooner determination of the Term any works
stipulated to be carried out to the Premises notwithstanding that such works are to
be carried out by a later date as a condition of planning permission for any
development begun before such expiration or sooner determination3.8.6
    
    if the Tenant shall receive any compensation relating to the Tenants
interest hereunder due to any restriction placed upon the user of the
 7




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3.8.7
    
    to produce to the Landlord all such plans documents and other evidence as
the Landlord shall reasonably require in order to satisfy itself that the provisions
of this covenant have been complied with.
 3.9
    
    Notices receivedWithin seven days of receipt to give full particulars to the Landlord of any notice
direction order or proposal for a notice direction or order made given or Issued to the
Tenant by any government department or local or public authority and to supply two copies
of the same to the Landlord and without delay to take all necessary steps to comply with
the same and also at the request of the Landlord and at the joint cost of the Landlord
and the Tenant to make or join with the Landlord in making such objections or
representations relating to the same as the Landlord shall deem expedient.3.10
    
    Notice as to defectsForthwith upon becoming aware of the same to give notice in writing to the Landlord of
any defect or any wants of repair of the Premises or the remainder of the Building which
would or might give rise to an obligation on the Landlord to do or refrain from doing any
act or thing in order to comply with any statutory duty of care imposed on the Landlord
and at all times to display and maintain all notices which the Landlord (acting
reasonably) may from time to time display or require to be displayed at the Premises.3.11
    
    To permit entry to examine and do repairsTo permit entry to the Premises or any part thereof at all reasonable hours in the
daytime on reasonable prior notice being given (or without prior notice and at any time
in emergency):
 3.11.1
    
    by the Landlord to view the same to examine the state and condition
thereof to take inventories of the fixtures and fittings therein and to
make any inspection which may be required for the purposes of the
Landlord and Tenant Acts 1927 and 1954 or any other enactments for
the time being affecting the Premises the Building or the owner or
occupier thereof and for any other purpose connected with the interest
of the Landlord in the Building or its disposal charge or demise3.11.2
    
    by the Landlord and (with the previous authority of the Landlord) the tenants and occupiers of any adjoining premises so as to execute
 8




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repairs decorations or alterations to the Premises the adjoining premises or
the Building and which cannot otherwise reasonably be executed without such
entry and to empty cleanse renew or repair any of the Conduits belonging to the
Premises and such adjoining premises or the Building
 3.11.3
    
    by the surveyors agents contractors and workmen of the respective parties hereby
permitted or so authorised to enter together with appliances
  3.12
    
    To repair on noticeTo repair and make good to the reasonable satisfaction of the Landlord all breaches of
covenant defects and wants of repair for which the Tenant may be liable within two
calendar months after the giving of notice to the Tenant or sooner if requisite.
 3.13
    
    Landlord may repair on Tenants defaultThat if the Tenant shall at any time default in the performance of any of the covenants
herein contained relating to the repair decoration cleansing or condition of the Premises
or any part thereof of which notice has been given as aforesaid it shall be lawful for
workmen or others employed by the Landlord (but without prejudice to the right of
re-entry hereinafter contained) to enter upon the Premises and repair and restore the
same and all expenses incurred thereby (which expression shall include but not be limited
to the proper fees of professional advisers) shall be a debt immediately payable by the
Tenant to the Landlord on demand.
 3.14
    
    Re-lettingTo permit the Landlord or its agents during the six months immediately preceding the
expiration or sooner determination of the Contractual Term or at any time thereafter to
affix and retain without interference upon any suitable part of the Premises a notice for
reletting (or at any time for selling) the same but not so as materially to conceal the
Tenants own business signs and name and to permit all persons with written authority
from the Landlord or its agents to enter upon and view the Premises at all reasonable
times of the day without interruption.
 9




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3.15
    
    Landlords costsTo pay to the Landlord on an indemnity basis all solicitors counsels surveyors and
other costs expenses and fees incurred by the Landlord:
 3.15.1
    
    in or in contemplation of lawful and proper proceedings relating to the
Premises whether or not under Sections 146 or 147 of the Law of
Property Act 1925 or the preparation and service of a notice
thereunder (whether or not any right of re-entry or forfeiture has been
waived by the Landlord or a notice served on the Tenant has been
complied with or the Tenant has enjoyed relief under the provisions of
the Act or forfeiture is avoided otherwise than by relief granted by the
Court)3.15.2
    
    incidental to the enforcement of any of the Tenants covenants in this
lease and in particular in the preparation and service of a schedule of
dilapidations at any time during or within 6 months of the end of the
Term and in the inspection of the works which are the subject of such
schedule whether during or after the carrying out thereof3.15.3
    
    in connection with the recovery of any arrears3.15.4
    
    in respect of any application for consent required by this lease whether
or not such consent is granted.
 3.16
    
    Insurance
 3.16.1
    
    Not to do or omit any act whatsoever whereby any insurance effected
on the Premises or anything therein or on the Building or on any
adjoining or neighbouring premises of the Landlord or of any
associated company of the Landlord may become void or voidable or
the premiums payable far such insurance increased3.16.2
    
    To the extent that any insurance premium payable in respect of any
such adjoining or neighbouring premises or the Building is increased by
any use act or omission of the Tenant (or anyone at the Premises
expressly or impliedly with the authority of the Tenant or any
undertenant) to pay to the Landlord on demand the full amount of
such increase (and not only the proportion which the Premises bears to
any such adjoining or neighbouring premises or the Building)3.16.3
    
    In the event of the Premises or any part thereof being destroyed or
damaged by any of the Insured Risks to give immediate notice thereof
to the Landlord
 
 10




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3.16.4
    
    In the event of such adjoining or neighbouring premises or the Building
or any part thereof being destroyed or damaged by any of the Insured
Risks and the insurance money being wholly or partly irrecoverable by
reason of any act neglect omission or default of the Tenant (or anyone
at the Premises expressly or impliedly with the authority of the Tenant
or any undertenant) then and in every such case the Tenant will pay to
the Landlord forthwith on demand the whole or (as the case may
require) a fair proportion of the cost of completely rebuilding and
reinstating the same3.16.5
    
    To comply with the requirements and recommendations of the
Landlords insurers and not to store on the Premises any specially
inflammable explosive combustible or deleterious or otherwise
hazardous substance and not to release any such substance on to the
Premises or on to or into any other land air or water3.16.6
    
    Not to effect any insurance in respect of a risk against which the
Landlord shall insure under Clause 4.2hereof and not to request the
insurers to make a note of the interest of the Tenant or the Tenants
mortgagee or any undertenant on any policy effected by the Landlord3.16.7
    
    To insure and keep insured in the joint names of the Landlord and the
Tenant and such other names as the Landlord may reasonably require
all the plate glass or any substitute or alternative material used in
windows (if any) and doors in the Premises against breakage with an
insurance company of repute to the full reinstatement cost thereof and
public liability relevant to such breakage and pay all premiums
necessary for that purpose and whenever required produce to the
Landlord the policy of insurance and the receipt for the current years
premium and whenever a claim arises to use the insurance money
forthwith in reinstating the same with a like or improved material to
the reasonable satisfaction of the Landlord making up any deficiency
out of the Tenants own moneys.
 3.17
    
    Electrical alterationsNot without the prior written consent (not to be unreasonably withheld or delayed) of the
Landlord to alter or add to the electrical installation of the Premises (and ensure that
any permitted alterations or additions are carried out in accordance with the terms and
conditions laid down by the Institution of Electrical Engineers and the Regulations of
the Electricity Supply Authority).3.18
    
    Alterations
 3.18.1
    
    Not to cut injure or alter any part of the Main Structure
 11




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3.18.2
    
    Not to make any other erection addition or alteration whatsoever to
the Premises without the previous consent in writing of the Landlord
not to be unreasonably withheld or delayed (such consent to be
without prejudice nevertheless to the provisions of the sub-clauses
hereof headed Planning Electrical alterations and To comply with
statutory requirements) nor except:
 3.18.2.1
    
    in accordance with plans and specifications (with such
additional copies thereof as the Landlord may reasonably
require) previously submitted to and approved in writing
by the Landlord3.18.2.2
    
    to the satisfaction of the Landlord
  3.18.3
    
    Notwithstanding any other provision contained in this lease the
Landlord may prohibit the Tenant from making any erection addition
alteration improvement or planning application in relation to the
Premises or the Building which could (if followed at any time by a
disposal or deemed disposal of any part thereof) give rise to a charge
for tax upon the Landlord whether immediate deferred or contingent
upon the happening of any future event3.18.4
    
    Where any erection addition or alteration falls within the scope of the
Construction (Design and Management) Regulations 1994 the Tenant shall:
 3.18.4.1
    
    be the only client for the purposes of the Regulations3.18.4.2
    
    send a declaration to that effect to the Health and Safety
Executive in accordance with Regulation 4(4) before the
relevant work is commenced and provide the Landlord
with a copy of the acknowledgement from the Health and
Safety Executive as soon as it is received by the Tenant3.18.4.3
    
    comply with its obligations as client in respect of all work3.18.4.4
    
    at any time upon request provide the Landlord with copies
of all health and safety files relating to the Premises in
accordance with the Regulations and at the end or sooner
determination of the Term deliver such files to the
Landlord.
 12




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3.19
    
    Permitted UseNot to use and occupy the Premises other than for the Permitted Use.3.20
    
    Prohibited usesNot to use any part of the Premises for any public meeting exhibition or entertainment or
for any illegal immorai or noxious purpose or for the purposes of a club or for any sale
by auction or for the playing of any sound-producing instrument or apparatus audible
outside the Premises or as a sleeping place for any person or for betting or gaming.3.21
    
    Advertising signs and postersNot without the previous written consent of the Landlord to place display in or upon the
Premises any aerial sign advertisement notice poster display of lights or other object or
notification whatsoever other than sign boards displaying the name and business of the
Tenant of a reasonable size and appropriate to such business and on the expiration or
sooner determination of the Term to remove or efface the same and to make good any damage
caused.3.22
    
    Nuisance
 3.22.1
    
    Not to do any act matter or thing of a dangerous noxious noisome or
offensive nature or which may be or grow to be a danger nuisance
annoyance or disturbance to the Landlord or to other occupiers or
residents for the time being of the Building or the Landlords adjoining
or neighbouring premises or to the public nor to allow any
manufacturing operations or other processes to be carried on
otherwise than within the Premises3.22.2
    
    Not to keep any goods parcels refuse or rubbish in or about the
staircases lifts corridors landings entrances forecourts passages or
other common parts of the Building (except in receptacles provided for
that purpose) or otherwise obstruct the same3.22.3
    
    Not to behave in any manner which shall be unreasonable
unneighbourly objectionable loud noisy unruly or unsightly and in all
matters to act in regard to the Premises and the Building in a
responsible manner so as to cause the least possible interference with
the use and enjoyment of other occupiers of the Building or the
Landlords adjoining premises and so as to cause no additional expense
for the upkeep thereof and (without prejudice to the Tenants
obligation not to do anything which will be a breach of this clause)
upon receiving notice from the Landlord of anything done on or
brought onto the Premises or the Building which in the opinion of the
 13




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Landlord reasonably held shall be inconsistent with this covenant forthwith to
discontinue or remove the same and to take to the satisfaction of the Landlord
acting reasonably all steps necessary to prevent any recurrence of the matter
or matters mentioned in any such notice
 3.22.4
    
    To take all necessary and reasonable precautions (whether by the installation and
maintenance of devices for consuming or absorbing fumes noise or vibrations or for
catching intercepting or precipitating noise or dust or other particles or by some
other means) to reduce to a minimum the amount of noise vibrations fumes dust and
other matter emanating from the Premises PROVIDED always that nothing in this
sub-clause contained shall be deemed to be an authorisation by the Landlord of the
commission of a nuisance.
 3.23
    
    To clean windows and clear refuseTo clean the windows of the Premises as often as occasion shall require and at least once
in every calendar month and at least once a week to remove all refuse rubbish and scrap
which may have accumulated on the Premises.3.24
    
    EasementsTo preserve unobstructed and undefeated all rights of light and other easements
appertaining to the Premises and not to permit (but give notice to the Landlord of) any
act whereby a new easement or encroachment might come to be made into against over or
upon the Premises and to do all such things as the Landlord may reasonably require to
prevent the same.3.25
    
    Alienation etc
 3.25.1
    
    Not to:
 3.25.1.1
    
    assign charge underlet or part with possession of part only
of the Premises3.25.1.2
    
    share the possession or occupation of the whole or any
part of the Premises3.25.1.3
    
    part with possession of the whole of the Premises save by
way of an assignment of the whole on the terms
hereinafter permitted
 3.25.2
    
    Not to assign the Premises without the Landlords prior written consent
such consent not to be unreasonably withheld or delayed and subject
to compliance with Clause 3.25.3
 14




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3.25.3
    
    Not to assign the Premises unless the following conditions (which are specified for the
purposes of section 19(1A) of the Landlord and Tenant Act 1927) are complied with prior to
such assignment namely that:
 3.25.3.1
    
    the tenant for the time being shall have entered into an authorised guarantee
agreement with the Landlord pursuant to section 16 of the Landlord and Tenant
(Covenants) Act 1995 guaranteeing the performance by the assignee of the covenants
on the part of the Tenant contained in this lease in the terms (mutatis mutandis)
set out in Schedule 4or in such other form consistent with section 16 as the
Landlord shall reasonably require3.25.3.2
    
    any guarantor of the Tenants obligations under this lease shall have joined
in any such authorised guarantee agreement in order to covenant (as principal
debtor) with the Landlord that the Tenant shall comply with the authorised
guarantee agreement mentioned in the preceding sub-clause3.25.3.3
    
    (if reasonably required by the Landlord) the proposed assignee shall have
procured a covenant with the Landlord by an acceptable guarantor or guarantors in
the terms (mutatis mutandis) set out in Schedule 4or in such other form as the
Landlord shall reasonably require3.25.3.4
    
    all rents and other sums due under this lease have been paid.
 3.25.4
    
    Not to underlet the Premises without the Landlords prior written consent such consent not
to be unreasonably withheld and not to underlet:
 3.25.4.1
    
    except to an undertenant who shall first have:(a)
    
    entered into a covenant with the Landlord to observe and perform the
covenants and conditions on the part of the Tenant contained in this lease (other
than the covenant to pay rent) and(b)
    
    if reasonably so required by the Landlord procured a covenant with the
Landlord by an acceptable guarantor or guarantors in the terms (mutatis mutandis)
set out in Schedule 4or in such other form as the Landlord may reasonably require
 15




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3.25.4.2
    
    in consideration of any premium3.25.4.3
    
    without reserving a yearly rent payable in advance on the usual quarter days
equal to the greater of:(a)
    
    the then full current open market rack rental value of the Premises
and(b)
    
    the Rent then payable under this leasesuch yearly rent to be reviewable on the same dates and on the same
terms as the Rent payable under this lease3.25.4.4
    
    except on similar covenants and conditions (which the Tenant shall enforce) to
those in this lease and in particular:(a)
    
    a proviso for re-entry on breach of any covenant in the underlease
and(b)
    
    similar terms as to carrying out or paying for repairs paying
insurance premiums and paying the service charges under this lease3.25.4.5
    
    without taking from the undertenant unqualified covenants (which the Tenant
shall enforce):(a)
    
    not to assign the whole of the Premises without the prior written
consent of the Landlord (under this lease)(b)
    
    not (save by way of a charge of the whole) to deal In any other way
whatsoever with the Premises or any part thereof and(c)
    
    to obtain from any assignee of the Premises a covenant with the
Landlord (under this lease) to observe and perform the covenants and conditions on
the part of the Tenant contained in this lease (other than the covenant to pay
rent)
 3.25.5
    
    Not without the Landlords prior written consent such consent not to be unreasonably
withheld:
 3.25.5.1
    
    to vary the terms of any underlease or3.25.5.2
    
    to agree any rent on review under any underlease and if the rent thereunder is
to be determined by a third party in
 16




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accordance with the conditions therein contained to procure
that the Landlords representations as to the rent
payable thereunder are made to that person to the
reasonable satisfaction of the Landlord and to
provide the Landlord with details of all rent
reviews within one month of agreement or
determination
 3.26
    
    To register any disposition
 3.26.1
    
    To give notice in writing of every assignment assent transfer underlease change of name charge or devolution of or other instrument relating to or affecting the Premises and to
produce a certified copy of the same within twenty one days after the execution
or grant thereof to the solicitors of the Landlord and to pay their
reasonable registration fee (and that of any superior landlord) in
respect of each such instrument PROVIDED THAT registration of any such document shall not
require the Landlord to consider the terms thereof and shall not be evidence that it has
done so.3.26.2
    
    As soon as reasonably practicable after the date of this Lease,
the Tenant named in the Particulars is to apply to the Land
Registry to note the burden of the rights granted by clause 2and
to note the benefit of the rights reserved by clause 2on the title number set out
in clauses LR2.1of the Land Registry Particulars.
 3.27
    
    Not to overload premises nor obstruct Conduits
 3.27.1
    
    Not to overload any part of the Premises or to impose a weight or
strain in excess of that which the Premises are constructed to bear with due margin for safety3.27.2
    
    Not to stop up or obstruct in any way whatsoever or permit oil grease or other harmful or excessive matter or substance to enter the washbasins or lavatory basins or the
drains and sewers of the Building and to employ maintain and renew such plant for treating any deleterious effluent
before permitting the same to enter such drains and sewers as may be required by
the Landlord from time to time in accordance with best modern practice and to
make good at the sole cost of the Tenant all damage caused or cost incurred by
reason of any such stopping up or obstruction.
 17




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3.28
    
    To comply with regulations
 To conform to the Regulation and all other regulations reasonably made by the
Landlord for the proper management of the Building and notified to the Tenant in
writing from time to time and to conform to all such reasonable regulations and
instructions as the Landlord may from time to time make or give for the
regulation of vehicular traffic within the curtilage of the Building and not to park
any vehicle therein or on any adjoining or neighbouring property of the Landlord
without the express written authority of the Landlord to do so.
 3.29
    
    Restrictive covenants and Superior Lease
 To observe and perform the obligations contained in:
 3.29.1
    
    the deeds and documents referred to in Schedule 5so far as the same are
for the time being enforceable and capable of taking effect and3.29.2
    
    the Superior Lease (except the obligation to pay rent) insofar as the same
relate to or affect the Premises and are not in this lease specifically the
responsibility of the Landlord.
 3.30
    
    Indemnity
 To indemnify the Landlord against all damages losses proper costs expenses
actions demands proceedings and liabilities arising directly or indirectly out
of:
 3.30.1
    
    any act omission or negligence of the Tenant or anyone at the Premises
expressly or impliedly with the Tenants authority or3.30.2
    
    any breach by the Tenant of the provisions of this lease.
 3.31
    
    Value added tax
 3.31.1
    
    To pay the Landlord value added tax chargeable in respect of any taxable
supplies made by the Landlord to the Tenant in connection with this lease
(whether or not at the election of the Landlord)3.31.2
    
    Where the Tenant has agreed in this lease to reimburse the Landlord for
the costs or expenses of any supplies provided to the Landlord by a third
party (but in respect of which the Landlord makes no taxable supply to the
Tenant) the Tenant shall also at the same time reimburse the Landlord with
an amount equivalent to the value added input tax incurred by the Landlord
save to the extent that the Landlord is entitled to a credit for such input
tax and the Landlord shall use reasonable endeavours to recover the input
tax before requesting the Tenant to account for the same.
 18




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3.32
    
    Information as to subtenants
 To give to the Landlord in writing the information set out in section 40(1)
Landlord and Tenant Act 1954 and all such other information as the Landlord
may reasonably request in relation to any procedure under the said Act
(including copies of all notices served by or on the Tenant pursuant to
section 25 or 26) or in relation to the implementation of any rent review
within twenty one days after service at any time during the Term of a notice
requesting such information.
 4.
    
    LANDLORDS COVENANTS
 THE Landlord HEREBY COVENANTS with the Tenant as follows:
 4.1
    
    Quiet enjoyment
 That the Tenant paying the rents hereby reserved and observing and performing
the covenants conditions and agreement on the part of the Tenant herein
contained shall and may quietly hold and enjoy the Premises during the Term
without any interruption by the Landlord or persons lawfully claiming under
the Landlord.
 4.2
    
    To insure
 4.2.1
    
    To insure in some insurance office of repute (unless such insurance
is vitiated by any act neglect or default of the Tenant or anyone at the
Premises expressly or impliedly with the authority of the Tenant or any
undertenant):
 4.2.1.1
    
    the Building and all Landlords fixtures and fittings and plant
therein of an insurable nature against destruction or damage by the
Insured Risks in such sum as shall be determined from time to time
by the Landlord to represent the reinstatement cost thereof
together with all professional and other fees and expenses and the
cost of site clearance and other incidental expenses4.2.1.2
    
    for the loss of two years Rent caused by any of the Insured Risks
 4.2.2
    
    To supply a summary of such insurance and evidence of the current
premium on request once yearly4.2.3
    
    In the case of destruction or damage to the Premises by any of the
Insured Risks to ensure that all insurance moneys (other than for loss of
Rent and public liability) received by the Landlord are with all convenient
speed (subject to the necessary labour and materials being
 19




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procurable and to all necessary statutory consents being obtained)
laid out in reinstating the Premises provided that the Landlords
liability hereunder shall be deemed to be satisfied if the
Landlord provides premises as convenient and commodious as but not
necessarily identical with that previously existing.
 4.3
    
    To repair and to maintain servicesSubject to the Tenant paying the Service Charge when due and unless prevented
or restricted by any circumstances beyond its control the Landlord will so
far as the same is not the responsibility of any other tenant of the
Building:
 4.3.1
    
    from time to time repair maintain and renew the Main Structure of
the Building and any other part of the Building used in common and
all common fixtures fittings plant equipment and Conduits therein
subject to the proviso that no liability hereunder shall be deemed
to arise unless due notice in writing of a need for repair has
been given to the Landlord by the Tenant or by another tenant in
the Building4.3.2
    
    so far as practicable provide the services set out in Part 1(A) of
Schedule 3Provided always that the Landlord may from time to time
withhold discontinue increase or vary the services or any of them
or the times at which they are supplied if the Landlord
deems it reasonably necessary for the more efficient
management of the Building as a whole.
 4.4
    
    Superior LeaseTo pay the rent reserved by any Superior Lease and to observe and
perform the covenants agreements and provisions thereof but only
so far as the Superior Landlord shall require the same to be
observed and performed and except so far as they are by this lease
expressly assumed by the Tenant.4.5
    
    To keep the Building in good repair and condition but no better
repair and condition than at the date of this Lease.5.
    
    FURTHER PROVISIONSPROVIDED ALWAYS THAT and it is hereby agreed as follows:5.1
    
    Forfeiture and re-entryThat this lease is made upon the express condition that if:
 5.1.1
    
    any reserved rents shall be unpaid for fourteen days
after the due dates whether the same shall have been lawfully demanded
or not or
 20




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5.1.2
    
    any Tenants covenant shall not have been observed or performed or5.1.3
    
    in respect of a Tenant or a guarantor (not being a company):
 5.1.3.1
    
    an application is made for an interim order under Part VIII of the
Insolvency Act 1986 or5.1.3.2
    
    a bankruptcy petition is presented or there is made
against him a bankruptcy order or5.1.3.3
    
    there is summoned any meeting of creditors or the Tenant makes any
proposal to his creditors for a composition in satisfaction of
debts or proposes or enters into any arrangement of
whatever nature with his creditors or
 5.1.4
    
    in respect of a Tenant or a guarantor (being a company):
 5.1.4.1
    
    it enters into liquidation whether compulsory or voluntary
(other than for the purposes of an amalgamation or
reconstruction resulting in a solvent company) or5.1.4.2
    
    a petition is presented for a winding up order or an
administration order (or the company or its directors
resolve to present either) or it is wound up or5.1.4.3
    
    there is summoned any meeting of creditors or the Tenant (or
its directors) makes any proposal to the creditors for a
composition in satisfaction of its debts or proposes or
enters into any arrangement of whatever nature for the
benefit of the creditors or its members or5.1.4.4
    
    there is appointed a receiver or a receiver and manager or
an administrator or an administrative receiver (or a person
becomes entitled to exercise any such powers) or
 5.1.5
    
    the Tenant has any distress or execution levied on any goods
at the Premises
 then it shall be lawful for the Landlord or its authorised agent to re-enter
upon the Premises and to re-possess and enjoy the same as if this lease had not
been made but without prejudice to any right of action or remedy of any party in
respect of any antecedent breach of any of the covenants herein contained.5.2
    
    Rent cesserIf the Premises or any part thereof or all access thereto shall be destroyed or
damaged by any of the Insured Risks so as to make the Premises unfit for
 21




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occupation or use then (unless the policy moneys for loss of rent
shall have been wholly or partly withheld due to any act neglect or
default of the Tenant or anyone at the Premises expressly or
impliedly with the authority of the Tenant or any undertenant or due
to any exclusion or limitation to which the policy of insurance may
be subject) the Rent or a fair proportion thereof according to the
nature and extent of the damage sustained shall be suspended
until the Premises shall again be fit for occupation and use or
access shall be restored or until the expiration of the period for
which insurance for loss of Rent is effected whichever shall be the
earlier and any dispute shall be referred to the award of a single
arbitrator to be appointed in default of agreement upon the
application of either party by the President for the time being of
the Royal Institution of Chartered Surveyors in accordance with the
provisions of the Arbitration Act 19965.3
    
    DeterminationIf the Premises is destroyed or damaged such that the Premises are
unfit for occupation for the Permitted Use or incapable of any
access and if the Premises are not made fit for occupation for the
Permitted Use or capable of any access within 3 years after that
destruction or damage occurs then either party may by six months
notice to the other determine this Lease and on the expiry of that
notice this Lease shall determine.5.4
    
    Insurance proceedsSubject to the provisions for reinstatement of the Premises
contained in Clause 4.2.3the building insurance proceeds shall
belong to the Landlord for its own use and benefit absolutely.5.5
    
    DisputesAny dispute arising as between the Tenant and the lessee or occupier
of any part of the Building or any adjacent or neighbouring premises
belonging to the Landlord as to any easement right or privilege
enjoyed or used in common shall be decided by the Landlord whose
decision shall be binding upon all parties to the dispute.5.6
    
    Service of notices
 5.6.1
    
    Any demand or notice under this lease shall be properly
served if left at or sent by fax or post to:
 5.6.1.1
    
    the recipients address herein contained (or such
substituted address as shall have been notified in writing) or
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5.6.1.2
    
    its registered office where the recipient is a company or5.6.1.3
    
    the Premises where the recipient is the Tenant
 5.6.2
    
    The provisions as to service by post as contained in section 196
of the Law of Property Act 1925 as amended by the Recorded Delivery Service
Act 1962 shall apply.
 5.7
    
    Compensation for disturbanceSo far as the Landlord and Tenant Act 1954 shall allow no
compensation shall be payable on determination of the tenancy
hereby created.5.8
    
    Rights and easementsThe operation of section 62 of the Law of Property Act 1925 is
excluded from this lease and the only rights granted to the Tenant
are those set out in Schedule 1.5.9
    
    JurisdictionThis lease is governed by the laws of England and (save where
otherwise provided herein) the parties hereto submit to the
exclusive jurisdiction of the English courts in relation to any
claim dispute or difference which may arise hereunder.5.10
    
    Landlords liabilityOnly the landlord for the time being shall be liable to observe and
perform the Landlords covenants herein.5.11
    
    The Superior Landlord and mortgagee
 5.11.1
    
    Where the Landlords title to the Premises derives from a Superior Lease
or is subject to a mortgage:
 5.11.1.1
    
    the tenancy hereby created is subject to any exceptions and
reservations in the Superior Lease and5.11.1.2
    
    the rights exercisable by the Landlord shall also
be exercisable by the Superior Landlord and the mortgagee
 5.11.2
    
    Where the Tenant seeks the Landlords consent to any matter:
 5.11.2.1
    
    the Landlord will use its reasonable endeavours to obtain any
requisite consent of the Superior Landlord and of the mortgagee
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5.11.2.2
    
    the Landlord shall be entitled to withhold its own consent
unless it has obtained such requisite consents and5.11.2.3
    
    the Tenant shall bear the reasonable cost to the Landlord
(including the costs of the Superior Landlord and the mortgagee) of
obtaining such requisite consents
 5.11.3
    
    Where any matter is to be carried out to the reasonable satisfaction of the
Landlord it shall also if required be carried out to the reasonable
satisfaction of the Superior Landlord and the mortgagee
 6.
    
    EXCLUSION OF THE 1954 ACT6.1
    
    The Landlord and the Tenant agree to exclude the provisions of sections 24 to 28 of
the 1954 Act in relation to the tenancy created by this Lease. The Tenant confirms
that before the date of this Lease:
 6.1.1
    
    the Landlord served on the Tenant a notice (the Notice) dated 14 December 2007
in relation to the tenancy created by this Lease in a form complying with the
requirements of Schedule 1 to the 2003 Order;6.1.2
    
    the Tenant, or a person duly authorised by the Tenant, in relation to the Notice
made a statutory declaration (the Declaration) dated 19 December
2007 in a form complying with the requirements of Schedule 2 to the
2003 Order;6.1.3
    
    where the Declaration was made by a person other than the Tenant, the
declarant was duly authorised by the Tenant to make the Declaration
on the Tenants behalf; and6.1.4
    
    it was not contractually bound to enter into the tenancy created by this Lease.
 7.
    
    NEW TENANCYThe tenancy hereby created is a new tenancy as defined in the Landlord and Tenant (Covenants)
Act 1995.8.
    
    RIGHTS OF THIRD PARTIESIt is not intended that a third party should have the right to enforce a provision of this
lease pursuant to the Contracts (Rights of Third Parties) Act 1999.9.
    
    NO AGREEMENT FOR LEASEIt is hereby certified that there is no agreement for lease to which this lease gives effect
  24




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SCHEDULE 1
 Rights Granted
 1.
    
    SupportThe right of support and protection for such parts of the Premises as require the same
from other parts of the Building and any adjoining or adjacent premises of the Landlord
capable of providing such support and protection.2.
    
    Passage of utilitiesThe right to passage of water soil gas and electricity and telephone lines (in common
with the Landlord and other tenants of the Building and all other persons entitled
thereto) through the Conduits and with the Landlords prior consent and upon reasonable
prior notice being given to all persons affected thereby the right to enter upon other
parts of the Building to make any necessary connections thereto or to cleanse repair and
renew any Conduits serving the Premises causing as little inconvenience as possible and
making good any damage thereby caused.3.
    
    Use of common partsThe right for the Tenant its agents employees and licensees in common with the Landlord
and all others entitled:3.1
    
    of access to and egress from the Premises over such parts of the Building and in
case of emergency to use such fire escapes as the Landlord shall from time to
time designate3.2
    
    of access with vehicles to and from the service yard and loading bay located
within the curtilage of the Building for so long only as shall be required for the
purpose of loading and unloading goods and equipment in connection with the
Tenants business provided that no obstruction is thereby caused and that this
right is exercised in strict compliance with any regulations made by the Landlord3.3
    
    of use of the lifts lavatories and cloakrooms in the Building designated by the
Landlord for the Tenants use4.
    
    Right to enter adjacent premisesWith the Landlords prior consent and upon reasonable prior notice (except in emergency)
given to the Landlord and all other persons affected thereby of access into and upon the
adjacent premises forming part of the Building so far as may be requisite to enable the
Tenant to comply with the Tenants obligations
 25




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##### 



herein contained subject to causing as little inconvenience as possible and making good any damage
caused.
 26




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##### 



SCHEDULE 2
 Rights Reserved by the Landlord
 1.
    
    SupportThe right of support and protection from the Premises for such parts of the Building and
any adjoining or adjacent premises of the Landlord as require such support and protection.2.
    
    Passage of utilitiesThe right to uninterrupted passage of water soil gas electricity and telephone lines
through the Conduits for the time being belonging to or running through or under the
Premises or any land and premises over which the Tenant enjoys rights hereunder from and
to the remainder of the Building or any adjoining or adjacent premises of the Landlord AND
the right to enter upon the Premises or other land aforesaid at all reasonable times for
the purpose of making connections thereto or to inspect cleanse repair renew or remove the
same making good any damage thereby caused to the Premises.3.
    
    EasementsAll rights and easements privileges in the nature of easements or quasi-easements now
existing in or over the Premises for the benefit of the Building or any adjoining or
adjacent premises of the Landlord.4.
    
    Right of entryThe right at reasonable times and on reasonable notice (except in emergency) to enter the
Premises for the purposes of:4.1
    
    inspecting the condition and state of repair thereof4.2
    
    carrying out any works for which the Landlord or the Tenant is liable under this
lease or by statute4.3
    
    carrying out any works to any property adjoining the Premises or to any party
structure Conduits or other thing used by the Tenant in common with others
subject to the persons so entering making good any physical damage to the Premises caused
by such entry to the reasonable satisfaction of the Tenant.5.
    
    Right to alterThe right at any time without making any compensation to build on alter or add to the
exterior of the Premises or build on alter add to extend erect demolish or redevelop any
other part of the Building or any adjoining or neighbouring
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premises notwithstanding any interference caused to the Premises or any access of light and air
thereto.
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SCHEDULE 3
 SERVICES
 Part 1(A)
 Services provided
 1.
    
    Complying with the Landlords repairing covenant hereinbefore contained and
cleaning down painting and decorating the exterior of the Building (including the
window frames) and the common parts as and when required.2.
    
    The provision maintenance repair and replacement (where beyond economic
repair) in the Building of:2.1
    
    a security alarm system2.2
    
    fire fighting alarm and prevention equipment2.3
    
    notices and signs deemed necessary by the Landlord for the health and safety of
all those in the Building and for the control of the Building3.
    
    Providing for the benefit of the Building or the tenants:3.1
    
    cleaning of the common parts3.2
    
    the periodic collection and removal of refuse3.3
    
    traffic control3.4
    
    porterage3.5
    
    security control3.6
    
    caretaker or other staff3.7
    
    general management4.
    
    Complying with the Landlords obligations under the deeds and documents
referred to in Schedule 5 and the Superior Lease (other than payment of rent)
if and insofar as they relate to the Building and are not by this lease expressly
assumed by the Tenant.5.
    
    Providing any other services or carrying out any other work which the Landlord
acting reasonably shall from time to time consider necessary for the benefit of
the Building or its environment.
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Part 1(B)
 Service expenses
  1.
    
    The salaries and all other employment costs of all staff and the cost of providing them with
necessary office space residential accommodation motor transport office equipment stationery
telephone facilities working clothes and all other equipment required for the proper
performance of their duties2.
    
    The fees and expenses payable to any independent professional or other person whom the
Landlord may from time to time employ in connection with the provision of the services3.
    
    All rates taxes (except taxes assessed on the Landlord solely due to its ownership
of the Building) and outgoings (including electricity gas and telephone charges) payable by
the Landlord in respect of whole or part of the Building4.
    
    The expenses of complying with all statutory requirements and the requirements of any
competent authority in relation to the Estate.5.
    
    The provision of a sinking fund in each year of a reasonable sum to cover the prospective
and contingent costs of carrying out repairs decorations and replacements to the
Estate the Landlords fixtures and fittings thereon or plant machinery equipment and other
items upon or serving the Estate6.
    
    The costs of administering the services including keeping the accounts and records thereof
(being initially a yearly sum equal to ten per cent (10%) of the other annual Service Costs)
whether carried out by the Landlord or its agent7.
    
    Any interest charges incurred on expenditure not covered by the interim advance payments
payable under Part 2 of this Schedule.
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Part 2
 Service charge
 1.
    
    The Service Charge to be paid by the Tenant shall be such fair proportion (which may if
appropriate be the whole amount) of the actual or anticipated Service Costs for each Service
Charge Year which shall be assessed by the Landlord or its Surveyor according to a reasonable
and proper basis for apportionment applicable from time to time to the Premises.2.
    
    The Landlord may make and send to the Tenant notice in writing of the Landlords
reasonable estimate of the anticipated Service Costs and the Service Charge applicable to the
Premises for the coming Service Charge Year and the Tenant shall pay such estimate of the
Service Charge by equal quarterly instalments in advance on the usual quarter days.3.
    
    The Landlord will (unless prevented by causes beyond its control) prepare and send to the
Tenant a statement of the actual Service Costs and Service Charge for each Service Charge Year
as soon as practicable after the end of such year and in the event of the Service Charge for
the Premises exceeding the aggregate amount paid by the Tenant for such year the Tenant will
pay the balance due to the Landlord forthwith and in the event of the aggregate amount being
greater the excess will be credited by the Landlord by way of set-off against the next
instalment of Service Charge due from the Tenant.4.
    
    The Landlord will not charge the Tenant any part of the Service Costs which shall be
attributable from time to time to such parts of the Building as shall be designed and
available for letting but which remain unlet or which are occupied by the Landlord (save for
the common parts of the Building and any staff accommodation) during the whole or
proportionately for any part of the relevant Service Charge Year.5.
    
    In the event of the Building being altered added to or extended the Service Charge may be
adjusted by the Landlord in such manner as the Landlord shall deem to be just and equitable.
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SCHEDULE 4
 Guarantee Covenants
  1.
    
    The Tenant will pay the rents hereby reserved and observe and perform all its covenants
herein and that on default the Guarantor will pay the rents hereby reserved and observe and
perform the covenants in respect of which the Tenant is in default and indemnify the Landlord
against all claims demands damages proper costs losses and expenses arising directly or
indirectly out of such default and the liability of the Guarantor shall not be affected by
any:1.1
    
    time given to the Tenant or any neglect or forbearance by the Landlord in enforcing the
payment of the rents or the observance or performance of the Tenants covenants or any refusal
by the Landlord to accept rent at a time when the Landlord is entitled to re-enter the
Premises1.2
    
    variation of the terms of this lease1.3
    
    surrender of part1.4
    
    other act or thing by which (but for this provision) the Guarantor would have been released.2.
    
    If the tenancy hereby granted shall be prematurely determined (save where agreed by the
Landlord and the Tenant) or if the same shall be disclaimed the Guarantor will (if so
required by the Landlord) either (in the event of determination of the lease)
accept from the Landlord the grant of a new lease of the Premises from the date of such
determination or disclaimer for the residue of the Term then unexpired at the same rents
hereinbefore reserved and subject to the like covenants and provisos as are herein contained
(and in such event the Guarantor will execute and deliver to the Landlord a counterpart lease)
or (if the lease remains extant) accept the vesting of this lease and in either case the
Guarantor will pay the Landlords proper costs disbursements and value added tax.3.
    
    If the Landlord shall not require the Guarantor to take a lease of the Premises pursuant to
paragraph2above the Guarantor shall nevertheless upon demand pay to the Landlord a sum equal
to the rent and to all other payments that would have been payable under this lease but for
the determination or disclaimer in respect of the period from the date of the said
determination or disclaimer until the expiration of six months therefrom or until the Premises
shall have been relet by the Landlord whichever shall first occur.
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SCHEDULE 5
 Deeds
 
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34




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35