londonlease.htm


    Exhibit
10.28

     

    18 November
2009

     

    


     

    


     

    


     

    WELLS
FARGO & COMPANY

     

    and

     

    COSTAR
UK LIMITED

     

    


     

    


     

    
      	
              SUB-UNDERLEASE

              of

              Office
      premises at Fifth Floor,  40 Portman Square, London
      W1

            


    

    


     

    


     

    


     

    


     

    


     

    


     

    


    


    CMS
Cameron McKenna LLP

    Mitre
House

    160
Aldersgate Street

    London
EC1A 4DD

    


    T
+44(0)20 7367 3000

    F
+44(0)20 7367 2000

     

    


     

     

    CLJ/NMH/044105.00509

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

     

     

    LAND
REGISTRY PRESCRIBED CLAUSES

     

     

    PARTICULARS

     

    
      
        	
                 

                Clause 

              	
                 

                Headings

              	
                 

                Page

              


      

       

      
        	
                1.

              	
                DEFINITIONS

              	
                1

              


      

       

      
        	
                2.

              	
                INTERPRETATION

              	
                6

              


      

       

      
        	
                3.

              	
                DEMISE
      AND RENTS

              	
                7

              


      

       

      
        	
                4.

              	
                TENANT’S
      OBLIGATIONS

              	
                8

              


      

       

      
        	
                4.1

              	
                Rent

              	
                 

              	
                8

              


      

      
        	
                4.2

              	
                VAT

              	
                 

              	
                8

              


      

      
        	
                4.3

              	
                Outgoings

              	
                9

              


      

      
        	
                4.4

              	
                Compliance
      with Enactments

              	
                9

              


      

      
        	
                4.5

              	
                Official
      communications

              	
                9

              


      

      
        	
                4.6

              	
                Repair

              	
                9

              


      

      
        	
                4.7

              	
                Decoration
      and general condition

              	
                9

              


      

      
        	
                4.8

              	
                Refuse

              	
                10

              


      

      
        	
                4.9

              	
                Entry
      by the Landlord

              	
                10

              


      

      
        	
                4.10

              	
                Remedying
      breaches

              	
                10

              


      

      
        	
                4.11

              	
                Preserving
      rights

              	
                10

              


      

      
        	
                4.12

              	
                Alterations
      and reinstatement

              	
                11

              


      

      
        	
                4.13

              	
                Use

              	
                 

              	
                12

              


      

      
        	
                4.14

              	
                Signs,
      blinds, aerials etc

              	
                12

              


      

      
        	
                4.15

              	
                Dealings
      with the lease

              	
                12

              


      

      
        	
                4.16

              	
                Notifying
      Landlord of dealings with the lease

              	
                14

              


      

      
        	
                4.17

              	
                Payment
      of cost of notices, consents etc

              	
                14

              


      

      
        	
                4.18

              	
                Installing
      machinery in the Premises

              	
                14

              


      

      
        	
                4.19

              	
                Obstruction/overloading

              	
                15

              


      

      
        	
                4.20

              	
                Goods
      delivery

              	
                15

              


      

      
        	
                4.21

              	
                Complying
      with Planning Law

              	
                15

              


      

      
        	
                4.22

              	
                Indemnifying
      the Landlord

              	
                16

              


      

      
        	
                4.23

              	
                Notifying
      defects in the Premises

              	
                16

              


      

      
        	
                4.24

              	
                Dangerous
      and contaminative materials

              	
                16

              


      

      
        	
                4.25

              	
                Returning
      the Premises to the Landlord

              	
                16

              


      

      
        	
                4.26

              	
                Regulations
      and Covenants

              	
                16

              


      

      
        	
                4.27

              	
                Land
      Registry

              	
                17

              


      

      
        	
                4.28

              	
                Superior
      Lease

              	
                17

              


      

      
        	
                5.

              	
                LANDLORD’S
      OBLIGATIONS

              	
                17

              


      

       

      
        	
                5.1

              	
                Quiet
      enjoyment

              	
                17

              


      

      
        	
                5.2

              	
                Superior
      Lease

              	
                17

              


      

      
        	
                5.3

              	
                Shared
      Areas

              	
                18

              


      

      
        	
                6.

              	
                OTHER
      AGREEMENTS AND DECLARATIONS

              	
                18

              


      

       

      
        	
                6.1

              	
                Forfeiture
      and re-entry

              	
                18

              


      

      
        	
                6.2

              	
                No
      implied rights

              	
                19

              


      

      
        	
                6.3

              	
                Common
      Parts and Service Media

              	
                19

              


      

      
        	
                6.4

              	
                Service
      of notices

              	
                19

              


      

      
        	
                6.5

              	
                Arbitration
      fees

              	
                20

              


      

      
        	
                6.6

              	
                No
      warranty as to use

              	
                20

              


      

      
        	
                6.7

              	
                Compensation

              	
                20

              


      

      
        	
                6.8

              	
                No
      warranty as to security

              	
                20

              


      

      
        	
                6.9

              	
                Overriding
      lease

              	
                20

              


      

      
        	
                6.10

              	
                Application
      of Landlord and Tenant (Covenants) Act 1995

              	
                20

              


      

      
        	
                6.11

              	
                Exclusion
      of Third Party Rights

              	
                20

              


      

      
        	
                6.12

              	
                Jurisdiction

              	
                20

              


      

      
        	
                6.13

              	
                Exclusion
      of sections 24 - 28 of the 1954 Act

              	
                21

              


      

      
        	
                6.14

              	
                Tenant’s
      break clause

              	
                21

              


      

      
        	
                7.

              	
                INSURANCE

              	
                22

              


      

       

      
        	
                8.

              	
                GUARANTOR’S
      OBLIGATIONS

              	
                22

              


      

       

      
        	
                8.1

              	
                Guarantee

              	
                22

              


      

      
        	
                8.2

              	
                Preservation
      of the Guarantee

              	
                22

              


      

      
        	
                8.3

              	
                No
      right to participate in security

              	
                23

              


      

      
        	
                8.4

              	
                Disclaimer

              	
                23

              


      

      
        	
                8.5

              	
                Forfeiture
      or the Tenant ceasing to exist

              	
                23

              


      

      
        	
                8.6

              	
                Transfer
      of the reversion

              	
                24

              


      

      
        	
                 
      

              	
                APPENDIX
      141

              


      

       

      
        	
                 
      

              	
                (BUILDING
      PLAN)41

              


      

       

      
        	
                 
      

              	
                APPENDIX
      242

              


      

       

      
        	
                 
      

              	
                (PART I OF SCHEDULE 5
      TO SUPERIOR LEASE)42

              


      

       

      
        	
                 
      

              	
                APPENDIX
      344

              


      

       

      
        	
                 
      

              	
                (PART II OF SCHEDULE 5
      TO SUPERIOR LEASE)44

              


      

       

      
        	
                 
      

              	
                APPENDIX
      446

              


      

       

      
        	
                 
      

              	
                (SPECIFICATION)46

              


      

       

    

     

     

    LAND
REGISTRY PRESCRIBED CLAUSES

     

    


     

    
      	
              LR1.
      Date of lease

            	
              2009

            
	
              LR2.
      Title number(s)

            	
              LR2.1
      Landlord’s title number(s)

              NGL903755

            
	 
      	
              LR2.2
      Other title numbers

              None

            
	
              LR3.
      Parties to this lease

            	
              Landlord

              WELLS FARGO & COMPANY,
      a corporation duly incorporated and registered in Delaware, USA and
      whose address for service in the UK is at 1 Plantation Place  30
      Fenchurch Street  London EC3M 3BD

            
	 
      	
              Tenant

              COSTAR UK LIMITED whose
      registered office is at York House,  12 York
      Street,  Manchester M2 3BB (Co. Regn. No:
    01789170)

            
	
              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

              As
      defined as the Premises in Part 1 of the Particulars to this
      lease

            
	
              LR5.
      Prescribed statements etc.

            	
              None

            
	
              LR6.
      Term for which the Property is leased

            	
              The
      term as specified in Part 1 of the Particulars to this lease and defined
      as “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 etc.

            	
              LR9.1
      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 respect of
      land other than the Property

            	
              None

            
	
              LR11.
      Easements

            	
              LR11.1
      Easements granted by this lease for the benefit of the
      Property

              The
      easements as specified in Schedule 2 to this lease

              LR11.2
      Easements granted or reserved by this lease over the Property for the
      benefit of other property

              The
      easements as specified in Schedule 3 to this lease

            
	
              LR12.
      Estate rent charge 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

            


    

    


    PARTICULARS

    


    
      	
              PART
      1

            
	
              “Premises”

            	
              Part
      Fifth Floor,  40 Portman Square,  London W1, being the
      premises described in schedule 1

            
	
              “Term
      Commencement Date”

            	
              25
      August 2009

            
	
              “Term”

            	
              From
      and including the Term Commencement Date up to and including 20 October
      2018

            
	
              “Yearly
      Rent”

            	
              Six
      hundred and fifty eight thousand three hundred and twenty pounds
      (£658,320) per annum (subject
      to review)

            
	
              “Rent
      Commencement Date”

            	
              25
      April 2010

            
	
              “Review
      Dates”

            	
              21
      October 2013 and any date stipulated pursuant to paragraph 5 of schedule 4

            
	
              “Permitted
      Use”

            	
              Use
      as high quality offices for any purpose within Class B1(a) (but not for
      any other purpose within that Use Class) of the schedule to the Town and
      Country Planning (Use Classes) Order 1987 and ancillary
    uses.

            
	 
      	 
      
	
              PART
      2

            
	
              Term
      Expiry Date

            	
              20
      October 2018

            
	
              Landlord’s
      option to break

            	
              None

            
	
              Tenant’s
      option to break

            	
              Yes

            
	
              Landlord
      and Tenant Act 1954

            	
              Excluded

            
	
              Interest
      on late payments

            	
              4%
      above base rate

            
	
              Interest
      on shortfall of rent review

            	
              Base
      rate

            


    

     

    THIS SUB-UNDERLEASE is made on the date and
between the parties specified in the Land Registry Prescribed
Clauses

     

    WITNESSES as
follows:

     

     

    
      	
              1.  

            	
              DEFINITIONS

            


    

     

    The
following expressions and those defined in Part 1 of the Particulars have the
respective specified meanings:

     

    “1954 Act” means the Landlord
and Tenant Act 1954;

     

    “Account Date” means 29
September or such other date in every year of the term granted by the Superior
Lease as the Superior Landlord may nominate to the Landlord in writing from time
to time;

     

    “Act of Terrorism”
means:

     

    
      	
               
      

            	
              (a)

            	
              an
      act including, but not limited to the use of force or violence and/or
      threat thereof of any person or group(s) of persons whether acting alone
      or on behalf of or in connection with any organisation(s) or government(s)
      committed for political, religious, ideological or similar purposes
      including the intention to influence any government and/or put the public
      or any section of the public in fear;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other like act which at the relevant time is commonly regarded in the
      global insurance market as an act of terrorism and which is an exclusion
      of coverage in the policy or policies of insurance for the Building
      effected by the Landlord and/or the Superior
  Landlord;

            


    

     

    “Building” means the land,
including the Premises and the buildings and appurtenances from time to time on
it, which is known as 39-42 Portman Square, London W1 as shown edged red on the
Building Plan;

     

    “Building Plan” means the plan
so marked annexed to the Superior Lease, a copy of which is annexed in Appendix
1 and labelled "Building Plan";

     

    “Common Parts” means any
pedestrian ways, circulation areas, entrance halls, landings, staircases,
passages, toilets and any other areas which are at any time during the Term
provided for common use in the Building;

     

    “Development” has the meaning
given by Planning Law;

     

    “Enactment” means every Act of
Parliament, directive and regulation and all subordinate legislation which, at
any relevant time during the Term, has legal effect in England and
Wales;

     

    “Garden Rate” means the
additional rent payable by the Tenant pursuant to the provisions of Schedule 8
to the Superior Lease;

     

    “Group Company” means any
company which is either the holding company of the Tenant or a wholly-owned
subsidiary of the Tenant or of the Tenant’s holding company, as those
expressions are defined in section 736 Companies Act 1985;

     

    “Guarantor” means any person
who, for the time being, guarantees performance of the Tenant’s
obligations;

     

    “Head Lease” means the lease
under which the Superior Landlord holds the Building dated 17 February 2009 made
between (1) The Portman Estate Nominees (One) Limited and The Portman Estate
Nominees (Two) Limited and (2) the Landlord and “Head Landlord” means the
person for the time being entitled to the reversion immediately expectant on the
term granted by the Head Lease and every other person having an interest in
reversion to that term;

     

    “Index” means the all items
retail prices index (or any identical index under a different title) officially
published from time to time by the Office for National Statistics or any other
government department ministry or other body upon which the duties in connection
with such index may have devolved PROVIDED THAT:

     

    
      	
               
      

            	
              (a)

            	
              If
      and so often as the Index is related to a commencing date other than 13
      January 1987 (the date at which for the purposes of the present Index the
      Index Figure was taken as 100) then any new Index Figure which is
      published in relation to another commencing date will for the purpose of
      this schedule be adjusted to the figure at which the Index would have
      stood if 13 January 1987 had been retained as the commencing
      date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Index ceases to be published or if there is any material change in its
      method of compilation then a new arrangement for indexation (the “Revised Indexation”)
      will be substituted for the calculations in this schedule under which the
      parties to this Lease will agree a new basis by which the Service Charge
      Cap will reflect increases in the cost of living on a similar basis to
      that set out in this lease PROVIDED THAT if the Landlord and the Tenant
      are unable to agree a basis for the Revised Indexation then either of them
      may at any time request the President or other duly authorised officer
      from time to time of the Institute of Chartered Accountants in England and
      Wales to appoint an arbitrator to determine in accordance with the
      Arbitration Act 1996 an appropriate basis for the Revised Indexation which
      would achieve a basis as near as possible to that which applies under this
      lease;

            


    

     

    “Index Figure” means the
figure published at the relevant time in the Index;

     

    “Initial Service Charge Cap”
means the sum of One hundred and nine thousand seven hundred and twenty pounds
(£109,720);

     

    “Insurance Cost” means all the
money which the Landlord properly pays to the Superior Landlord pursuant to the
terms of the Superior Lease as a contribution towards the cost of:

     

    
      	
               
      

            	
              (a)

            	
              effecting
      and maintaining insurance against the Insured Risks in relation to the
      Building for whatever amount the Superior Landlord reasonably considers
      represents the Building’s full reinstatement cost with such allowance as
      the Superior Landlord reasonably considers appropriate for related
      liabilities and expenses (including, without limitation, fees or charges
      on the submission of an application for planning permission, professional
      fees cost of debris removal, scaffolding, hoardings, demolition and site
      clearance costs and the costs of any works properly incurred in complying
      with any Enactment, and all VAT);

            


    

     

    
      	
               
      

            	
              (b)

            	
              effecting
      and maintaining any insurance relating to the Superior Landlord’s property
      owner’s and employer’s liability in relation to the Building and anything
      done in it; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              reasonable
      and proper professional fees relating to insurance, including fees for
      insurance valuations carried out at reasonable intervals not more
      frequently than once in every three years from the last
      valuation;

            


    

     

    “Insurance Rent” means, for
any relevant period, all of:

     

    
      	
               
      

            	
              (a)

            	
              a
      fair and proper proportion of the Insurance Cost attributable to the
      Landlord’s Premises from time to time as properly determined by the
      Superior Landlord;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      amount which the Superior Landlord properly spends on effecting and
      maintaining insurance against not less than five years’ loss of the rents
      first and secondly reserved by the Superior Lease, having regard to
      potential increases of rent pursuant to schedule 4 to the Superior Lease,
      and with any addition to the amount insured as the Superior Landlord may
      reasonably decide in respect of
VAT;

            


    

     

    
      	
               
      

            	
              (c)

            	
              (without
      prejudice to all other provisions of the Superior Lease or this lease
      relating to the use of the Premises and the vitiation of any policy of
      insurance) any amount which the Superior Landlord properly spends on all
      additional premiums and loadings on any policy of insurance required as a
      result of anything done or omitted by the Tenant;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              an
      amount equal to the total of all excess sums which the insurers are not
      liable to pay out on any insurance claim in respect of the Premises and
      which the Superior Landlord has paid in replacing the damaged or destroyed
      parts of the Premises;

            


    

     

    “Insured Risks” means loss
damage or destruction whether total or partial caused by fire, lightning,
explosion, riot, civil commotion and malicious damage, aircraft and aerial
devices, (other than hostile aircraft and devices) and articles accidentally
dropped from them, storm, flood, bursting or overflowing of water tanks and
pipes, impact, earthquake and accidental damage to underground water, oil and
gas pipes, or electricity wires and cables, subsidence, ground slip and heave,
breakdown and sudden and unforeseen damage to engineering plant and equipment
and such other risks or perils (excluding property owner’s liability) as the
Superior Landlord or Head Landlord may require but subject to the exclusion or
limitation of any risk or peril (including without limitation an Act of
Terrorism) where cover is not for the time being available in the London
insurance market on reasonable terms and otherwise subject to such reasonable
exclusions and limitations as are standard in the insurance market and are from
time to time imposed by the insurers;

     

    “Interim Sum” means the yearly
sum reasonably assessed by or on behalf of the Superior Landlord as an estimate
of the Service Rent;

     

    “Landlord’s Premises” means
the premises demised to the Landlord by the Superior Lease of which the Premises
form a part;

     

    “Lettable Unit” means any unit
of accommodation in the Building which is intended by the Superior Landlord to
be for separate occupation;

     

    “Normal Business Hours” means
7 am to 7 pm on Mondays to Fridays inclusive, and 8 am to 12 pm on
Saturdays, except in every case public holidays;

     

    “Order” means the Regulatory
Reform (Business Tenancies) (England and Wales) Order 2003;

     

    “Outside Normal Business Hours
Charge” means, for any Service Period, all charges properly paid by the
Landlord to the Superior Landlord in procuring the provision of any of the
Services outside Normal Business Hours at the request of the Tenant in
accordance with the Landlord’s obligation under the Superior Lease (but so that
where the Tenant shall have requested such services in common with any of the
Landlord's other tenants in the Building, the Landlord shall make a fair and
reasonable apportionment between the Tenant and such other tenants of the
overall amount paid by the Landlord to the Superior Landlord);

     

    “Particulars” means the
particulars set out at the beginning of this lease;

     

    “Planning Law” means every
Enactment and, to the extent they relate to the Building, every planning
permission, statutory consent and agreement, made pursuant to any Enactment
relating to the use, development and occupation of land and
buildings;

     

    “Plan” means the plan annexed
to this lease in Appendix 1 and labelled "Premises Plan";

     

    “Public Authority” means any
Secretary of State and any government department public local regulatory fire or
any other competent authority or institution having functions which extend to
the Premises or their use and occupation and any court of law and the companies
or authorities responsible for the supply of water gas and electricity or any of
them and any of their duly authorised officers;

     

    “Services” means the services
and other matters specified in Part I of schedule 5 to the Superior Lease, a
copy of which is set out in Appendix 2;

     

    “Service Charge Cap” means
whichever shall be the higher of:

     

    
      	
               
      

            	
              (a)

            	
              the
      figure calculated according to the following
  formula:

            


    

     

    [Missing Graphic Reference]

     

    where:

     

    
      	
               
      

            	
              A
      =

            	
              the
      Index Figure last published preceding the last day of the relevant year of
      the Term

            


    

     

    
      	
               
      

            	
              B
      =

            	
              213.4
      being the Index Figure in respect of the month of June
  2009

            


    

     

    
      	
               
      

            	
              C
      =

            	
              the
      Initial Service Charge Cap

            


    

     

    and

     

    
      	
               
      

            	
              (b)

            	
              the
      Initial Service Charge Cap (for the first year of the Term for which the
      Service Charge Cap is calculated) and (for each successive year of the
      Term) the Service Charge Cap for the preceding year of the
      Term;

            


    

     

    “Service Cost” means, for any
Service Period, all expenditure incurred by the Superior Landlord in providing
the Services and in discharging the costs of the Services and in discharging the
costs specified in Part II of schedule 5 to the Superior Lease, a copy of which
is set out in Appendix 3;

     

    “Service Media” means all the
apparatus in the Building which supplies, controls and monitors services to or
from the Building and all water supply pipes, any type of drain, gas and other
fuel pipes, electricity and telephone cables and all other common conducting
media and which (for the avoidance of doubt) includes the items specified in
paragraphs 12 and 13 of schedule 1;

     

    “Service Period”
means:

     

    
      	
               
      

            	
              (a)

            	
              the
      period commencing on the Term Commencement Date to (but excluding) the
      first Account Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      period between two consecutive Account Dates (including the first and
      excluding the second); and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      period commencing on the last Account Date in the Term and expiring at the
      end of the Term;

            


    

     

    “Service Rent” means, for any
Service Period a fair proportion of the Service Cost applicable to the
Landlord’s Premises;

     

    “Shared Areas” means those
parts of the Landlord’s Premises shown edged blue on the Plan;

     

    “Specification” means the
specification annexed to the Superior Lease entitled the 40 Portman Square Base
Build Specification, a copy of which is annexed in Appendix 4;

     

    “Stipulated Rate” means a
yearly rate of interest, calculated on a daily basis, four per cent above the
base rate of the Bank of Scotland or of such other U.K. bank as the Landlord may
reasonably nominate in writing from time to time;

     

    “Superior Lease” means the
underlease under which the Landlord holds the Landlord’s Premises dated 20 March
2009 made between (1) Standard Life Investment Funds Limited (2) European Credit
Management Limited and (3) Wells Fargo & Company and “Superior Landlord” means the
person for the time being entitled to the reversion immediately expectant of the
term granted by the Superior Lease;

     

    “Tenant’s Proportion” means
75.47%;

     

    “Uninsured Damage” means in
relation to the Building or, as the context may require the Premises or the
essential means of access to them, damage or destruction by an uninsured Act of
Terrorism or any other risk which is uninsurable in the UK market or (in the
reasonable opinion of the Superior Landlord) such risk cannot be insured against
by the Superior Landlord in the UK market at a reasonably commercial rate and in
either case there is in fact no insurance against such risk pursuant to this
lease;

     

    “Utilities Charge” means to
the extent the Tenant does not pay the provider directly the cost of providing
electricity (and if requested by the Landlord water and/or gas) to be calculated
by taking readings of the check meters for the Landlord’s Premises but otherwise
determined in such manner as the Superior Landlord shall consider to be fair and
reasonable in the circumstances; and

     

    “VAT” means Value Added Tax as
referred to in the Value Added Tax Act 1994 (or any tax of a similar nature
which may be substituted for, or levied in addition to, it).

     

     

    
      	
              2.  

            	
              INTERPRETATION

            


    

     

     

    
      	
              2.1  

            	
              Where
      a party is more than one person, their obligations are joint and
      several.

            


    

     

     

    
      	
              2.2  

            	
              A
      Tenant’s obligation not to do or omit anything also operates as an
      obligation not to permit or suffer it to be done or omitted by any person
      deriving title from the Tenant or by their respective servants or agents
      and to prevent or, as the case may be, to require it being
      done.

            


    

     

     

    
      	
              2.3  

            	
              References
      to:

            


    

     

     

    
      	
              2.3.1  

            	
              any
      clause or schedule are references to the relevant clause or schedule of
      this lease and any reference to a sub-clause or paragraph is a reference
      to that sub-clause or paragraph of the clause or schedule in which the
      reference appears;

            


    

     

     

    
      	
              2.3.2  

            	
              any
      right of or obligation to permit the Landlord to enter the Premises shall
      also be construed, subject as provided in clause 4.9, as entitling the
      Landlord to remain on the Premises (but only for as long as reasonably
      necessary) with or without equipment and permitting such right to be
      exercised by all persons properly authorised by the
    Landlord;

            


    

     

     

    
      	
              2.3.3  

            	
              any
      consent of the Landlord, or words to similar effect including references
      to approvals, mean a written consent signed by or on behalf of the
      Landlord and given before the act requiring consent and any such reference
      which states that the consent will not be unreasonably withheld also means
      that it will not be unreasonably
delayed;

            


    

     

     

    
      	
              2.3.4  

            	
              the
      Premises (except in the definition of Premises and in clause 4.15) extend,
      where the context permits, to any part of the
  Premises;

            


    

     

     

    
      	
              2.3.5  

            	
              a
      specific Enactment includes every statutory modification, consolidation
      and re-enactment and extension of it for the time being in force, except
      in relation to the Town and Country Planning (Use Classes) Order 1987,
      which shall be interpreted exclusively by reference to the original
      provisions of Statutory Instrument 1987 No 764 whether or not it may have
      been revoked or modified;

            


    

     

     

    
      	
              2.3.6  

            	
              the
      expiry of this lease means the date when the tenancy constituted by it
      terminates either at the end or sooner determination of the Term and
      references to the last year of this lease mean the year ending on the
      expiry of this lease;

            


    

     

     

    
      	
              2.3.7  

            	
              rents
      or other sums being due from the Tenant to the Landlord mean that they are
      exclusive of any VAT; and

            


    

     

     

    
      	
              2.3.8  

            	
              the
      Tenant’s obligations mean the Tenant’s obligations under this lease and
      under every agreement which is supplemental or collateral to it;
      and

            


    

     

     

    
      	
              2.3.9  

            	
              The
      Royal Institution of Chartered Surveyors extend to its President for the
      time being.

            


    

     

     

    
      	
              2.4  

            	
              Clause
      and paragraph headings shall not affect the construction of this
      lease.

            


    

     

     

    
      	
              2.5  

            	 


    

     

     

    
      	
              2.5.1  

            	
              When
      the Landlord’s consent is required under this lease, the relevant
      provision shall be construed as also requiring any necessary consent of
      the Superior Landlord and the Head Landlord, for which the Landlord shall
      apply at the Tenant’s cost, and nothing in this lease, or in any consent
      by the Landlord, shall imply that the Superior Landlord’s consent or the
      Head Landlord’s consent will not be unreasonably withheld or
      delayed;

            


    

     

     

    
      	
              2.5.2  

            	
              reference
      to any right of (or obligation to permit) the Landlord to enter the
      Premises extends to the Superior Landlord and the Head Landlord and to all
      persons authorised by either of them and shall be construed in the manner
      required by clause 2.3.2;
  and

            


    

     

     

    
      	
              2.5.3  

            	
              this
      lease takes effect subject to the rights which are reserved out of the
      Superior Lease and the Head Lease.

            


    

     

     

    
      	
              3.  

            	
              DEMISE
      AND RENTS

            


    

     

    The
Landlord with full title guarantee DEMISES the Premises to the
Tenant TOGETHER WITH the
rights specified in schedule 2, EXCEPT and RESERVED to the Landlord, and
other persons properly authorised by it at any time during the Term or otherwise
entitled to exercise them, the rights specified in schedule 3 TO HOLD the Premises to the
Tenant for the Term SUBJECT
to all rights, obligations and other matters affecting them,

     

    THE
TENANT PAYING TO THE LANDLORD:

     

     

    
      	
              3.1  

            	
              Yearly
      and proportionately for any part of a year, the Yearly Rent, by equal
      quarterly payments in advance on the usual quarter days in every year, the
      first payment or a proportionate part of it (being a proportion from the
      Rent Commencement Date to but excluding the next quarter day) to be made
      on the Rent Commencement Date;

            


    

     

     

    
      	
              3.2  

            	
              Yearly
      and proportionately for any Service Period by equal quarterly payments in
      advance on the usual quarter days in every year, the first payment or a
      proportionate part of it (being a proportionate part of the initial
      Interim Sum from the Term Commencement Date to but excluding the next
      quarter day) the Tenant’s Proportion of the Service Rent (including the
      Interim Sum on account) PROVIDED THAT the Tenant’s Proportion of the
      Service Rent will not exceed the Initial Service Charge Cap during the
      first year of the Term and will not exceed the Service Charge Cap for the
      relevant year in each successive year of the
  Term;

            


    

     

     

    
      	
              3.3  

            	
              On
      written demand the Tenant's Proportion
of:

            


    

     

     

    
      	
              3.3.1  

            	
              any
      excess Service Rent demanded by the Superior Landlord pursuant to clause
      6.3.1 of the Superior Lease PROVIDED THAT the Tenant’s Proportion of the
      Service Rent will not exceed the Initial Service Charge Cap during the
      first year of the Term and will not exceed the Service Charge Cap for the
      relevant year in each successive year of the
  Term;

            


    

     

     

    
      	
              3.3.2  

            	
              the
      elements of the Insurance Rent set out in paragraphs (a) and (b) of that
      definition;

            


    

     

     

    
      	
              3.3.3  

            	
              the
      Garden Rate;

            


    

     

     

    
      	
              3.3.4  

            	
              the
      Utilities Charge and/or any costs of providing electricity, water or gas
      to the Premises; and

            


    

     

     

    
      	
              3.3.5  

            	
              the
      reasonable costs properly incurred by the Landlord in complying with its
      obligations under clause 5.3

            


    

     

     

    
      	
              3.4  

            	
              On
      written demand the Outside Normal Business Hours Charge and the elements
      of the Insurance Rent set out in paragraphs (c) and (d) of that
      definition;

            


    

     

     

    
      	
              3.5  

            	
              Interest,
      payable on demand, at the Stipulated Rate on any sum owed to the Landlord
      pursuant to the Tenant’s obligations, whether or not as rent, which is not
      received by the Landlord on the due date (or, in the case of money due
      only on demand, within fourteen days after the date of written demand),
      calculated for the period commencing on the due payment date and ending on
      the date the sum (and the interest) is received by the Landlord;
      and

            


    

     

     

    
      	
              3.6  

            	
              All
      VAT for which the Landlord is or may become liable on the supply by the
      Landlord to the Tenant in connection with this lease or the interest
      created by it and of any other supplies, whether of goods or services,
      such rent to be paid at the same time as the other rents or sums to which
      it relates.

            


    

     

     

    
      	
              4.  

            	
              TENANT’S
      OBLIGATIONS

            


    

     

    The
Tenant agrees with the Landlord:

     

     

    
      	
              4.1  

            	
              Rent

            


    

     

    To pay
the rents reserved by this lease on the days and in the manner set out in clause
3 without deduction or set off (except as required by law) and (unless the
Landlord agrees otherwise) to pay the Yearly Rent (together with any VAT on it)
by banker’s standing order to such bank as the Landlord may nominate in writing
from time to time.

     

     

    
      	
              4.2  

            	
              VAT

            


    

     

    To pay
the Landlord an amount equal to any VAT incurred by it on any amount which the
Tenant is required to reimburse or indemnify against pursuant to the Tenant’s
obligations, except to the extent:

     

     

    
      	
              4.2.1  

            	
              the
      Landlord obtains credit for such VAT pursuant to sections 24, 25 and 26
      Value Added Tax Act 1994 or any regulations made under them;
      or

            


    

     

     

    
      	
              4.2.2  

            	
              the
      VAT is taken into account in the Service
Cost.

            


    

     

     

    
      	
              4.3  

            	
              Outgoings

            


    

     

     

    
      	
              4.3.1  

            	
              To
      pay all rates, taxes and other outgoings assessed on or reasonably
      attributable to the Premises or on their owner or occupier during the Term
      (or, if they are paid by the Landlord in relation to the Landlord’s
      Premises, to pay the Tenant’s Proportion of them on demand) excluding,
      without prejudice to the rent reserved in clause 3.6 and to clause 4.2, any tax payable by the
      Landlord as a direct result of any actual or implied dealing with the
      reversion of this lease or of the Landlord’s receipt of
      income.

            


    

     

     

    
      	
              4.3.2  

            	
              To
      pay all charges made directly to the Tenant for water, gas and electricity
      (including meter rents) consumed in the Premises during the
      Term.

            


    

     

     

    
      	
              4.4  

            	
              Compliance
      with Enactments

            


    

     

    To comply
with all Enactments and with the requirements of any Public Authority affecting
the Premises, their use, occupation, employment of people in them and any work
being carried out to them (whether the requirements are imposed upon the owner,
lessee or occupier) and not to do or omit anything by which the Landlord or the
Superior Landlord may incur any liability under any Enactment or requirement of
a Public Authority.

     

     

    
      	
              4.5  

            	
              Official
      communications

            


    

     

    As soon
as reasonably practicable, to supply the Landlord with a certified copy of any
official communication received from, or proposal made by, any Public Authority
and to comply fully with its provisions at the Tenant’s cost, except that (if
reasonably requested by the Landlord and at its cost) the Tenant shall make such
representations as the Landlord may require against any communication or
proposal, so long as the representations do not conflict with the Tenant’s
rights under this lease including its beneficial enjoyment of the
Premises.

     

     

    
      	
              4.6  

            	
              Repair

            


    

     

    Well and
substantially to repair the Premises and maintain and keep them in good and
substantial repair and condition (damage by any of the Insured Risks or
Uninsured Damage excepted, and where in the case of Insured Risks to the extent
that the Superior Lease obliges the Superior Landlord to insure against them and
to the extent that the insurance money is not rendered irrecoverable or
insufficient because of a breach of the Tenant’s obligations) and to replace the
Landlord’s fixtures and fittings in the Premises to the extent they are beyond
economic repair.

     

     

    
      	
              4.7  

            	
              Decoration
      and general condition

            


    

     

    To keep
the Premises clean and at least once in the year of the Term commencing on 21
October 2012 and also in the last year of this lease (but not twice in any 18
month period), to redecorate and treat the Premises with appropriate materials
in a good and workmanlike manner (and during the last year of this lease in a
colour scheme and with materials reasonably approved by the Landlord) but the
Tenant shall not be obliged to redecorate or treat the Premises if the need to
do so is caused by any of the Insured Risks, to the extent that the insurance
money is not rendered irrecoverable or insufficient because of a breach of the
Tenant’s obligations, or by Uninsured Damage.

     

     

    
      	
              4.8  

            	
              Refuse

            


    

     

    Not to
deposit any refuse on any part of, or outside, the Premises and to ensure the
removal of refuse from the Premises at least once a week but, if the Landlord
notifies the Tenant that the Landlord itself or the Superior Landlord will
arrange for the removal of refuse for a specific period, the Tenant shall pay on
demand the proper and reasonable cost (or a fair proportion thereof) incurred by
the Landlord or the Superior Landlord in doing so.

     

     

    
      	
              4.9  

            	
              Entry
      by the Landlord

            


    

     

    To permit
the Landlord, at reasonable times on not less than 24 hours prior written notice
(except in an emergency), to enter the Premises in order to:

     

     

    
      	
              4.9.1  

            	
              investigate
      whether the Tenant has complied with its
  obligations;

            


    

     

     

    
      	
              4.9.2  

            	
              take
      any measurement or valuation of the
Premises;

            


    

     

     

    
      	
              4.9.3  

            	
              inspect
      and carry out work to the Building which, otherwise, could not be
      inspected or carried out ;

            


    

     

     

    
      	
              4.9.4  

            	
              allow
      the Landlord to show the Premises to prospective purchasers and their
      agents and during the last six months of the Term, to prospective tenants
      and their agents; and

            


    

     

     

    
      	
              4.9.5  

            	
              to
      exercise the rights described in schedule 3 or reserved under the Superior
      Lease or the Head Lease,

            


    

     

    provided
the Landlord causes as little interference as reasonably possible to the
Tenant’s use of the Premises for its business (except where it is necessary to
do so in order to comply with any obligation to the Tenant) and, if the Landlord
exercises any of the rights by carrying out work on the Premises, it shall make
good any damage caused to them and to any of the Tenant’s chattels straight
away.

     

     

    
      	
              4.10  

            	
              Remedying
      breaches

            


    

     

     

    
      	
              4.10.1  

            	
              To
      comply with any notice requiring remedy of any breach of the Tenant’s
      obligations contained in this
lease.

            


    

     

     

    
      	
              4.10.2  

            	
              If
      the Tenant does not comply with any such notice within a reasonable time,
      to permit the Landlord to enter the Premises to remedy a breach of the
      Tenant’s obligations in clauses 4.6 and 4.7.

            


    

     

     

    
      	
              4.10.3  

            	
              To
      pay the Landlord, on demand, all the costs and expenses properly and
      reasonably incurred by the Landlord in exercising its rights under this
      clause.

            


    

     

     

    
      	
              4.11  

            	
              Preserving
      rights

            


    

     

     

    
      	
              4.11.1  

            	
              Not
      to give to any third party any acknowledgement that the Tenant enjoys the
      access of light or air to any of the windows or openings in the Premises
      by the consent of such third party or to pay any sum of money to or enter
      into any agreement with such third party for the purpose of inducing or
      binding him to abstain from obstructing the access of light or air to any
      such windows or openings.

            


    

     

     

    
      	
              4.11.2  

            	
              In
      the event of the Tenant becoming aware of any such third party doing or
      threatening to do anything which obstructs or would obstruct such access
      of light or air to notify this forthwith in writing to the
      Landlord.

            


    

     

     

    
      	
              4.11.3  

            	
              To
      take all reasonable steps to prevent and not to suffer any encroachment
      upon the Premises or the acquisition of any right to light or air passage
      drainage or other easement over upon or through the Premises and forthwith
      to give notice in writing to the Landlord of any threatened encroachment
      or attempt to acquire any such
easement.

            


    

     

     

    
      	
              4.11.4  

            	
              In
      the event of failure by the Tenant to comply with the requirements in
      clauses 4.11.1, 4.11.2 and 4.11.3
      then to permit the Landlord and those authorised by it to enter upon the
      Premises for the purpose of taking such of the necessary steps as are
      mentioned above and to permit the Landlord to bring all such actions as it
      may think fit in respect of the obstruction of the access of light or air
      to any of the windows or openings in the Premises or in respect of any
      such encroachment or easement.

            


    

     

     

    
      	
              4.12  

            	
              Alterations
      and reinstatement

            


    

     

     

    
      	
              4.12.1  

            	
              Not
      to carry out:-

            


    

     

     

    
      	
              (A)  

            	
              any
      Development;

            


    

     

     

    
      	
              (B)  

            	
              any
      works to or affecting any load bearing structure of the
      Building;

            


    

     

     

    
      	
              (C)  

            	
              any
      work affecting the external appearance of the Premises or the
      Building;

            


    

     

     

    
      	
              (D)  

            	
              the
      erection of any structure on the
Premises.

            


    

     

     

    
      	
              4.12.2  

            	
              Subject
      to the other provisions of this clause, not to make any other alteration
      or addition to the Premises without the Landlord’s consent which will not
      be unreasonably withheld or delayed but the installation and removal of
      demountable partitioning which does not involve cutting into the load
      bearing parts of the Building and which will not adversely affect any air
      conditioning or sprinkler system, shall not require the Landlord’s consent
      provided that if any such alterations are made the Tenant shall provide
      the Landlord with a set of “as built” drawings relating to such works no
      later than four weeks after the completion of such
  works.

            


    

     

     

    
      	
              4.12.3  

            	
              On
      making alterations or additions to the Premises for which the Superior
      Landlord has insurance obligations, to provide the Landlord without
      unreasonable delay with a written, independent, current insurance (VAT
      exclusive) valuation of the work, for replacement
  purposes.

            


    

     

     

    
      	
              4.12.4  

            	
              At
      the expiry of the Term to remove all chattels, furniture and belongings of
      the Tenant and any person sharing occupation with the Tenant or deriving
      title from the Tenant.

            


    

     

     

    
      	
              4.12.5  

            	
              At
      the expiry of the Term to carry out all such works as are appropriate,
      including where appropriate the removal of alterations and additions made
      to the Premises at any time by the Tenant or by any person deriving title
      from it, so as to quietly yield up the Premises reinstated and restored in
      accordance with the Specification and in the condition decorative order
      and layout otherwise required by this lease and any licences or consents
      issued under it and to make good any damage so caused in a proper and
      workmanlike manner to the Landlord’s reasonable satisfaction and to return
      all keys to the Landlord provided that the Tenant may request the Landlord
      no earlier than six months prior to the expiry of the Term to notify the
      Tenant of any such items that the Landlord does not require reinstating in
      accordance with this clause but any such decision as to what items are not
      to be reinstated and restored in accordance with the Specification shall
      be at the discretion of the
Landlord.

            


    

     

     

    
      	
              4.12.6  

            	
              The
      Tenant irrevocably authorises the Landlord to remove and dispose of any
      chattels which may be left in the Premises after the Tenant has quit them
      (without being obliged to obtain any consideration for the disposal) and
      the Tenant irrevocably declares that any such chattels will stand
      abandoned by it.

            


    

     

     

    
      	
              4.13  

            	
              Use

            


    

     

    Not to
use the Premises:

     

     

    
      	
              4.13.1  

            	
              for
      any purpose prohibited by Clause 4.14.1 and 4.14.2 of the Head
      Lease;

            


    

     

     

    
      	
              4.13.2  

            	
              for
      any purpose which causes a nuisance, damage or obstruction to any person
      or property;

            


    

     

     

    
      	
              4.13.3  

            	
              for
      any public auction or public meeting or for any noxious, noisy or immoral
      use or one which would cause diplomatic or State immunity from the
      Tenant’s obligations or for the business of a government agency which the
      public visit without appointment or (except as incidental to the Permitted
      Use) for the transmission of telecommunications signals;
  or

            


    

     

     

    
      	
              4.13.4  

            	
              (without
      prejudice to the preceding paragraphs of this clause) except for the
      Permitted Use.

            


    

     

     

    
      	
              4.14  

            	
              Signs,
      blinds, aerials etc

            


    

     

     

    
      	
              4.14.1  

            	
              Not
      to erect anything on the outside of the Building except as permitted
      pursuant to the rights granted in Schedule
2.

            


    

     

     

    
      	
              4.14.2  

            	
              Not
      to affix or to exhibit on the exterior of the Premises any placard sign
      notice fascia board or advertisements except as permitted pursuant to the
      rights granted in Schedule 2.

            


    

     

     

    
      	
              4.14.3  

            	
              Not
      to install any blinds in the external windows of the Premises other than
      those of a type reasonably specified by the Landlord from time to
      time.

            


    

     

     

    
      	
              4.15  

            	
              Dealings
      with the lease

            


    

     

     

    
      	
              4.15.1  

            	
              In
      clause 4.15, any reference to a transfer includes an
      assignment.

            


    

     

     

    
      	
              4.15.2  

            	
              Not
      to transfer, mortgage, charge, hold on trust for another, underlet or
      otherwise part with possession of part only of the Premises or agree to do
      so.

            


    

     

     

    
      	
              4.15.3  

            	
              Not
      to transfer, hold on trust for another, underlet or otherwise part with
      possession of the whole of the Premises or agree to do so, except that the
      Tenant may transfer the whole of the Premises if, before the transfer is
      completed, the Tenant complies with the conditions described in clause
      4.15.4.

            


    

     

    (Transfer)

     

     

    
      	
              4.15.4  

            	
              Not
      to transfer the whole of the Premises without complying with the following
      conditions (which are specified for the purposes of section 19(1A) of the
      Landlord and Tenant Act 1927 and which operate without prejudice to the
      Landlord’s right to withhold consent on any reasonable
      ground):

            


    

     

     

    
      	
              (A)  

            	
              that
      the Tenant enters into an authorised guarantee agreement, as defined in
      section 16 of the Landlord and Tenant (Covenants) Act 1995, with the
      Landlord in a form which the Landlord reasonably requires;
    and

            


    

     

     

    
      	
              (B)  

            	
              that
      any Guarantor guarantees to the Landlord that the Tenant will comply with
      the authorised guarantee agreement in a form which the Landlord reasonably
      requires; and

            


    

     

     

    
      	
              (C)  

            	
              that,
      subject as provided in paragraph (D) and if the Landlord so reasonably
      requires, the proposed transferee procures one, but not both, of the
      following:

            


    

     

     

    
      	
              (1)  

            	
              covenants
      with the Landlord by an additional guarantor or guarantors reasonably
      approved by the Landlord in the terms contained in clause 8; or

            


    

     

     

    
      	
              (2)  

            	
              a
      deposit with the Landlord of an amount in cleared funds equal to half of
      the then current Yearly Rent and an amount equal to VAT on that amount, on
      terms which the Landlord reasonably requires;
  and

            


    

     

     

    
      	
              (D)  

            	
              if
      the proposed transfer is to a Group Company;
and

            


    

     

     

    
      	
              (1)  

            	
              if
      the Tenant’s obligations, or any of them, are guaranteed by another Group
      Company, that such Group Company covenants with the Landlord in the terms
      contained in clause 8;
  or

            


    

     

     

    
      	
              (2)  

            	
              if
      the Tenant’s obligations are not guaranteed by another Group Company and
      if the transferee is not, in the Landlord’s reasonable opinion, of equal
      financial standing to the Tenant, that the proposed transferee procures
      covenants by a Group Company other than the Tenant and the transferee and
      which is, in the Landlord’s reasonable opinion, of equal financial
      standing to the Tenant, in a form which the Landlord reasonably requires;
      and

            


    

     

     

    
      	
              (3)  

            	
              whether
      or not paragraph (D)(1) or (2) applies,
      if any of the Tenant’s obligations, are secured by a deposit, the proposed
      transferee procures a deposit with the Landlord of the amount and on terms
      described in paragraph (C)(2); and

            


    

     

     

    
      	
              (E)  

            	
              that
      the Landlord’s consent, which will not be unreasonably withheld, is
      obtained to, and before, the
transfer.

            


    

     

    (Sharing
occupation)

     

     

    
      	
              4.15.5  

            	
              Not
      to share the occupation of the Premises or any part of them except that
      the Tenant may share occupation with a company which is, but only for so
      long as it remains, a Group Company provided the Tenant does not grant the
      company sharing occupation exclusive possession nor create any
      relationship of landlord and tenant, nor otherwise transfer or create a
      legal estate, and the Tenant shall upon request notify the Landlord of the
      identity of each such Group
Company.

            


    

     

     

    
      	
              4.16  

            	
              Notifying
      Landlord of dealings with the lease

            


    

     

     

    
      	
              4.16.1  

            	
              Within
      15 working days after any disposition or devolution of this lease, or of
      any estate or interest in or derived out of it, to give the Landlord
      notice of the relevant transaction with two certified copies of the
      relevant document (and of the notice and declaration relevant to the
      exclusion of the 1954 Act from any underlease), and to pay the Landlord a
      fee of one hundred pounds for registering each
  notice.

            


    

     

     

    
      	
              4.16.2  

            	
              To
      register with the Landlord the name, home address and telephone number of
      at least two key holders of the
Premises.

            


    

     

     

    
      	
              4.16.3  

            	
              To
      notify the Landlord of particulars of the determination of every rent
      review under any underlease of the Premises within fourteen days after the
      date of determination.

            


    

     

     

    
      	
              4.17  

            	
              Payment
      of cost of notices, consents etc

            


    

     

    To pay
the Landlord on demand all reasonable and proper expenses (including bailiffs’
and consultants’ fees) incurred in connection with:

     

     

    
      	
              4.17.1  

            	
              the
      preparation and service of a notice under section 146 Law of Property Act
      1925, notwithstanding that forfeiture is avoided otherwise than by relief
      granted by the court;

            


    

     

     

    
      	
              4.17.2  

            	
              every
      reasonable and proper step taken during or within a reasonable time after
      the expiry of this lease in connection with the enforcement of the
      Tenant’s obligations, including the service or proposed service of all
      notices and schedules of dilapidations and reasonable consultants’ fees
      incurred in monitoring any action taken to remedy any breach of the
      Tenant’s obligations; and

            


    

     

     

    
      	
              4.17.3  

            	
              every
      application for consent under this lease, even if the application is
      withdrawn or properly refused but not where it is unreasonably withheld or
      delayed or offered subject to unreasonable
  conditions.

            


    

     

     

    
      	
              4.18  

            	
              Installing
      machinery in the Premises

            


    

     

    Not to
install any plant or machinery in the Premises, other than usual office
equipment, without the Landlord’s consent which will not be unreasonably
withheld but no plant or machinery may be installed or operated in the Premises
and nothing shall be done or omitted in them which may cause:

     

     

    
      	
              4.18.1  

            	
              the
      efficiency of the heating, ventilation, air conditioning and cooling
      systems installed in the Building to be diminished or impaired in any
      material way; or

            


    

     

     

    
      	
              4.18.2  

            	
              any
      interference or other intrusive effect on any other part of the Building
      or other adjoining property or persons outside the
    Premises.

            


    

     

     

    
      	
              4.19  

            	
              Obstruction/overloading

            


    

     

    Not to
obstruct:

     

     

    
      	
              4.19.1  

            	
              or
      damage any part of the Building or exercise any of the rights granted by
      this lease in a way which causes a nuisance or
  disturbance;

            


    

     

     

    
      	
              4.19.2  

            	
              any
      means of escape;

            


    

     

     

    
      	
              4.19.3  

            	
              or
      discharge any deleterious matter
into:

            


    

     

     

    
      	
              (A)  

            	
              any
      conduit serving the Premises and, to the extent they lie within the
      Premises, to keep them clear and functioning properly;
  or

            


    

     

     

    
      	
              (B)  

            	
              any
      Service Media;

            


    

     

     

    
      	
              4.19.4  

            	
              or
      obscure any openings of the
Premises;

            


    

     

     

    
      	
              4.19.5  

            	
              any
      notice erected on the Premises, including any erected by the Landlord in
      accordance with its powers under this
lease,

            


    

     

    nor to
overload or cause undue strain to the Premises, the Service Media or any other
part of the Building.

     

     

    
      	
              4.20  

            	
              Goods
      delivery

            


    

     

    To ensure
that all loading and unloading activities are carried out only by using the
service accesses and goods lifts reasonably designated by the Landlord for the
Tenant’s use and notified in writing to the Tenant and the Landlord shall be
obliged to make or procure such designations.

     

     

    
      	
              4.21  

            	
              Complying
      with Planning Law

            


    

     

     

    
      	
              4.21.1  

            	
              Not,
      without the Landlord’s consent (not to be reasonably withheld), to apply
      for planning permission relating to the Premises or any other part of the
      Building.

            


    

     

     

    
      	
              4.21.2  

            	
              If
      the Landlord reasonably requires in connection with any relevant proposal
      by the Tenant, to apply for a determination under section 192 Town and
      Country Planning Act 1990.

            


    

     

     

    
      	
              4.21.3  

            	
              If
      the Landlord gives consent under clause 4.21.1,
      not to implement the planning permission before the Landlord, acting
      reasonably, has acknowledged that its terms are
  acceptable.

            


    

     

     

    
      	
              4.21.4  

            	
              Unless
      the Landlord directs otherwise, to complete before the end of the Term all
      works on the Premises required as a condition of any planning permission
      implemented by the Tenant or by any person claiming under or through
      it.

            


    

     

     

    
      	
              4.22  

            	
              Indemnifying
      the Landlord

            


    

     

    To
indemnify the Landlord against all consequences of any breach of any of the
Tenant’s obligations (including all costs properly and reasonably incurred by
the Landlord in an attempt to mitigate any such breach).

     

     

    
      	
              4.23  

            	
              Notifying
      defects in the Premises

            


    

     

    To notify
the Landlord, as soon as reasonably practicable after becoming aware of the
same, of any defect in the Premises which becomes known to the Tenant and which
might give rise to:

     

     

    
      	
              4.23.1  

            	
              an
      obligation on the Landlord to do, or refrain from doing, anything at the
      Premises; or

            


    

     

     

    
      	
              4.23.2  

            	
              any
      duty of care, or the need to discharge such duty, imposed by the Defective
      Premises Act 1972,

            


    

     

    and to
display such notices as the Landlord may reasonably require to be displayed at
the Premises relating to their state of repair and condition.

     

     

    
      	
              4.24  

            	
              Dangerous
      and contaminative materials

            


    

     

    Not to
keep or use at the Premises any dangerous or contaminative materials which might
cause harm and, if there is any breach of that obligation, to remove all trace
of the material from the affected land and to leave it in a clean and safe
condition.

     

     

    
      	
              4.25  

            	
              Returning
      the Premises to the Landlord

            


    

     

    At the
expiry of the lease:

     

     

    
      	
              4.25.1  

            	
              to
      return all keys of the Premises to the
Landlord;

            


    

     

     

    
      	
              4.25.2  

            	
              to
      remove all chattels and (to the extent the Landlord may require) tenant’s
      fixtures and to vacate the Premises, reinstated and restored and made good
      in accordance with clause 4.12 and in the
      state of repair and condition required pursuant to the Tenant’s
      obligations in this lease;

            


    

     

     

    
      	
              4.25.3  

            	
              to
      make due application to the Land Registry for the cancellation of any
      notice of, or relating to, this lease or any document supplemental or
      collateral to it and, on request, to supply the Landlord with a copy of
      the application; and

            


    

     

     

    
      	
              4.25.4  

            	
              subject
      to clause 4.25.3, to return the documents
      referred to in that clause to the
Landlord.

            


    

     

     

    
      	
              4.26  

            	
              Regulations
      and Covenants

            


    

     

    To comply
with:

     

     

    
      	
              4.26.1  

            	
              all
      reasonable regulations made by the Landlord or the Superior Landlord and
      notified to the Tenant in writing for the good management of the Building
      so long as the regulations do not conflict with any express right of the
      Tenant under this lease;

            


    

     

     

    
      	
              4.26.2  

            	
              all
      obligations affecting the Premises and not to interfere with any rights
      which benefit them including in each case, but not limited to, those
      contained or referred to in the documents referred to in schedule
      6;

            


    

     

     

    
      	
              4.26.3  

            	
              To
      use all reasonable endeavours to ensure that the Tenant’s visitors to the
      Premises observe any applicable security
  regulations

            


    

     

     

    
      	
              4.27  

            	
              Land
      Registry

            


    

     

    To the
extent the grant (or any transfer) of this lease and of any right appurtenant to
it requires to be completed by registration pursuant to the Land Registration
Act 2002 in order to operate at law, to comply with the relevant registration
requirements and, as soon as reasonably practicable, to provide the Landlord’s
solicitors with a copy of an official copy of the relevant register evidencing
compliance with them.

     

     

    
      	
              4.28  

            	
              Superior
      Lease

            


    

     

     

    
      	
              4.28.1  

            	
              To
      comply with the lessee’s obligations contained in the Superior Lease so
      far as they relate to the Premises, except the obligations to pay
      rent.

            


    

     

     

    
      	
              4.28.2  

            	
              Not
      to knowingly do or omit any act or thing which would or might cause the
      Landlord to be in breach of the Superior
Lease.

            


    

     

     

    
      	
              5.  

            	
              LANDLORD’S
      OBLIGATIONS

            


    

     

    The
Landlord agrees with the Tenant:

     

     

    
      	
              5.1  

            	
              Quiet
      enjoyment

            


    

     

    That the
Tenant may peaceably hold and enjoy the Premises without any interruption by the
Landlord or any person rightfully claiming from or in trust for it.

     

     

    
      	
              5.2  

            	
              Superior
      Lease

            


    

     

     

    
      	
              5.2.1  

            	
              To
      comply with the lessee’s obligations in the Superior Lease to the extent
      the Tenant is not liable to do so pursuant to clause 4.28.

            


    

     

     

    
      	
              5.2.2  

            	
              On
      the request of the Tenant and at its expense, to take all reasonable steps
      to enforce the Superior Landlord’s obligations in the Superior
      Lease.

            


    

     

     

    
      	
              5.2.3  

            	
              Wherever
      the Tenant makes application for any consent under this lease and the
      Landlord is prepared in principle to give its consent, to take all
      reasonable steps, at the Tenant’s expense, to obtain any necessary consent
      from the Superior Landlord.

            


    

     

     

    
      	
              5.3  

            	
              Shared
      Areas

            


    

     

    To keep
the Shared Areas cleaned and maintained to a reasonable standard and adequately
lit when appropriate unless (but only so long as) prevented from so doing by any
cause beyond the reasonable control of the Landlord.

     

     

    
      	
              5.4  

            	
              Defects

            


    

     

    To pay to
the Tenant the fair and reasonable proportion properly attributable to the
Premises of any sums recovered by the Landlord from the Superior Landlord
pursuant to the provisions of schedule 9 to the Superior Lease, after deduction
of the costs of recovery.

     

     

    
      	
              6.  

            	
              OTHER
      AGREEMENTS AND DECLARATIONS

            


    

     

     

    
      	
              6.1  

            	
              Forfeiture
      and re-entry

            


    

     

    If:

     

     

    
      	
              6.1.1  

            	
              any
      rent is unpaid for twenty-one days after becoming payable (whether the
      rent has been demanded or not); or

            


    

     

     

    
      	
              6.1.2  

            	
              there
      is any other material breach of the Tenant’s obligations;
    or

            


    

     

     

    
      	
              6.1.3  

            	
              any
      guarantee of the Tenant’s obligations is or becomes wholly or partly
      unenforceable for any reason; or

            


    

     

     

    
      	
              6.1.4  

            	
              if
      the Tenant or any Guarantor (or if more than one person any one of
      them):

            


    

     

     

    
      	
              (A)  

            	
              is
      the subject of a winding up order, bankruptcy order or a petition is
      presented, filed or lodged at court for winding up or liquidation whether
      voluntarily (except for reconstruction or amalgamation of a solvent
      company on terms agreed by the Landlord) (acting reasonably) or
      compulsorily;

            


    

     

     

    
      	
              (B)  

            	
              is
      the subject of a winding up resolution, except for a voluntary
      reconstruction as stated in paragraph
(1);

            


    

     

     

    
      	
              (C)  

            	
              is
      subject to the appointment of any receiver, manager or administrative
      receiver or a provisional liquidator, or an administrator is appointed, or
      a petition or application for an administration order is presented, in
      relation to the Tenant or the
Guarantor;

            


    

     

     

    
      	
              (D)  

            	
              enters
      into any form of compromise of debts, scheme of arrangement, rescheduling
      or restructuring with its creditors or any of them, including but not
      limited to any scheme of arrangement under the Companies Act 1985 or any
      voluntary arrangement under the Insolvency Act
  1986;

            


    

     

     

    
      	
              (E)  

            	
              obtains,
      or takes any steps to obtain, any moratorium or other form of protection
      against creditors or a general suspension of the payment of debts due and
      payable, including but not limited to any moratorium available under the
      Insolvency Act 1986;

            


    

     

     

    
      	
              (F)  

            	
              dies
      or is dissolved or is otherwise struck off any register of companies in
      its place of incorporation or any other place where it is registered or
      located;

            


    

     

     

    
      	
              (G)  

            	
              is
      the subject of any forfeiture, execution, distraint, repossession in
      relation to any of its assets; or

            


    

     

     

    
      	
              (H)  

            	
              is
      the subject of any analogous procedure, regime, process or step in any
      jurisdiction outside England and
Wales.

            


    

     

    the
Landlord may, notwithstanding the waiver of any previous right of re-entry,
re-enter on any part of the Premises and on such re-entry this lease shall
absolutely determine, but without prejudice to any Landlord’s right of action
for any prior breach of the Tenant’s obligations.

     

     

    
      	
              6.2  

            	
              No
      implied rights

            


    

     

     

    
      	
              6.2.1  

            	
              Neither
      the Tenant nor the Premises is entitled to any right, including any
      quasi-easement, except those expressly granted by this
    lease.

            


    

     

     

    
      	
              6.2.2  

            	
              The
      Tenant may not enforce, or prevent the release or modification of, any
      type of right or obligation attaching to the Landlord’s interest in the
      Premises or in any other land so as to prevent or restrict the development
      or use of any other land.

            


    

     

     

    
      	
              6.2.3  

            	
              Clause
      6.2.2 does not prejudice any right described in
      schedule 2.

            


    

     

     

    
      	
              6.2.4  

            	
              Any
      provision of this lease which would, apart from this provision, be in
      conflict with this clause takes effect subject to
  it.

            


    

     

     

    
      	
              6.3  

            	
              Common
      Parts and Service Media

            


    

     

     

    
      	
              6.3.1  

            	
              The
      Common Parts and the Service Media remain under the exclusive control and
      management of the Superior Landlord who may, if it shall be in keeping
      with the principles of good estate management, alter, divert, substitute,
      stop up or remove any of them, leaving available for use by the Tenant
      reasonable and sufficient means of access to and egress from, and
      servicing for, the Premises provided always that the same does not
      materially adversely affect the Tenant’s use and enjoyment of the
      Premises.

            


    

     

     

    
      	
              6.3.2  

            	
              The
      Landlord shall not be liable for any closure of any of the Common Parts or
      stoppage or severance affecting any of the Service Media due to any cause
      beyond the Landlord’s control provided that the Landlord  shall
      take all reasonable steps to procure that the Superior Landlord re-opens
      such Common Parts or restores such Service Media as soon as
      practicable.

            


    

     

     

    
      	
              6.4  

            	
              Service
      of notices

            


    

     

     

    
      	
              6.4.1  

            	
              In
      addition to any other method of service, any notice which is served under
      this lease shall be validly served if it is served in accordance with
      section 196 Law of Property Act 1925, as amended by the Recorded Delivery
      Service Act 1962.

            


    

     

     

    
      	
              6.4.2  

            	
              If
      the Tenant or any Guarantor comprises more than one person, it shall be
      sufficient if notice is served on one of them, and a notice duly served on
      the Tenant does not need to be served on any
  Guarantor.

            


    

     

     

    
      	
              6.5  

            	
              Arbitration
      fees

            


    

     

    Any
arbitrator’s fees may be paid by the Landlord or the Tenant, notwithstanding any
direction or prior agreement as to liability for payment, and if either party
chooses to do so, it shall be entitled to an appropriate repayment by the other
party on demand.

     

     

    
      	
              6.6  

            	
              No
      warranty as to use

            


    

     

    The
Landlord does not warrant that the Premises are authorised under Planning Law to
be used, or are otherwise fit for, any specific purpose.

     

     

    
      	
              6.7  

            	
              Compensation

            


    

     

    Any
statutory right of the Tenant to claim compensation from the Landlord on
vacating the Premises is excluded to the extent lawful.

     

     

    
      	
              6.8  

            	
              No
      warranty as to security

            


    

     

    Nothing
in this lease (and no exercise of any of the Landlord’s powers under it)
constitutes a warranty by the Landlord that the Premises shall be kept secure or
that any security service to the Common Parts shall be effective.

     

     

    
      	
              6.9  

            	
              Overriding
      lease

            


    

     

    If,
during the Term, the Landlord grants a tenancy of the reversion immediately
expectant on the determination of this lease, whether pursuant to section 19
Landlord and Tenant (Covenants) Act 1995 or otherwise, any obligation of the
Tenant to obtain the consent of the Landlord under this lease to any dealing
with it includes an obligation to obtain the consent of the lessor under such
tenancy to that dealing.

     

     

    
      	
              6.10  

            	
              Application
      of Landlord and Tenant (Covenants) Act
1995

            


    

     

    This
lease is a new tenancy for the purposes of the Landlord and Tenant (Covenants)
Act 1995.

     

     

    
      	
              6.11  

            	
              Exclusion
      of Third Party Rights

            


    

     

    The
parties confirm that no term of this lease is enforceable under the Contracts
(Rights of Third Parties) Act 1999 by a person who is not a party to
it.

     

     

    
      	
              6.12  

            	
              Jurisdiction

            


    

     

    This
lease is governed by and construed in accordance with the law of England and the
Guarantor submits to the exclusive jurisdiction of the English courts and agrees
that any process may be served on it by leaving a copy of the relevant document
at the address for service of the Guarantor and each party to this
lease undertakes to notify the others in advance of any change from time to time
of such address for service and to maintain an appropriate address at all
times.

     

     

    
      	
              6.13  

            	
              Exclusion
      of sections 24 - 28 of the 1954 Act

            


    

     

     

    
      	
              6.13.1  

            	
              The
      Tenant confirms that before it became contractually bound to enter into
      the tenancy created by this lease:

            


    

     

     

    
      	
              (A)  

            	
              the
      Landlord served a notice dated 21 August 2009 (the “Notice”) on the Tenant
      in accordance with section 38A(3)(a) of the 1954
  Act;

            


    

     

     

    
      	
              (B)  

            	
              the
      Tenant (or a person duly authorised by the Tenant) made a statutory
      declaration dated 21 August 2009 (the “Declaration”)
      confirming receipt of the Notice in accordance with schedule 2 to the
      Order.

            


    

     

     

    
      	
              6.13.2  

            	
              The
      Tenant further confirms that where the Declaration was made by a person
      other than the Tenant that person was duly authorised by the Tenant to
      make the Declaration on the Tenant’s
behalf.

            


    

     

     

    
      	
              6.13.3  

            	
              The
      parties agree that sections 24 to 28 (inclusive) of the 1954 Act will not
      apply to the tenancy created by this
lease.

            


    

     

     

    
      	
              6.14  

            	
              Tenant’s
      break clause

            


    

     

     

    
      	
              6.14.1  

            	
              In
      this clause the “Termination Date” is 18
      October 2013.

            


    

     

     

    
      	
              6.14.2  

            	
              The
      Tenant may terminate the Term on the Termination Date by giving the
      Landlord not less than six months’ written notice following which the Term
      and this lease will then terminate on the Termination Date but without
      prejudice to any claim by a party in respect of any antecedent breach of
      any obligation of any other party under this
  lease.

            


    

     

     

    
      	
              6.14.3  

            	
              If
      any sums have been paid by the Tenant in relation to the period falling
      after the Termination Date they will be refunded by the Landlord to the
      Tenant within fourteen days of the Termination Date and each of the sums
      to be refunded will be apportioned at the Termination Date in accordance
      with the following formula:

            


    

     

    [Missing Graphic Reference]

     

    where:

     

    
      	
               
      

            	
              A

            	
              is
      the full annual amount of the relevant
sum;

            


    

     

    
      	
               
      

            	
              B

            	
              is
      365; and

            


    

     

    
      	
               
      

            	
              C

            	
              is
      the number of days from but excluding the Termination Date to but
      excluding the first date after the Termination Date upon which an
      instalment of the relevant sum is due or (where such first date after the
      Termination Date is the day after the Termination Date)
    zero.

            


    

     

     

    
      	
              6.14.4  

            	
              If
      the Tenant does not exercise its right to break the Term pursuant to
      clause 6.14.1 then the Yearly Rent shall not
      be payable by the Tenant for the period from and including 21 October 2013
      up to and including 20 June 2014 so
that:

            


    

     

     

    
      	
              (A)  

            	
              clause
      6.14.3 shall apply to any Yearly Rent which
      has been paid by the Tenant in relation to the period falling after 20
      October 2013; and

            


    

     

     

    
      	
              (B)  

            	
              on
      21 June 2014 the Tenant shall pay the Yearly Rent apportioned for the
      period from and including 21 June 2014 up to and including 28 September
      2014.

            


    

     

     

    
      	
              7.  

            	
              INSURANCE

            


    

     

    The
provisions of schedule 6 shall apply.

     

     

    
      	
              8.  

            	
              GUARANTOR’S
      OBLIGATIONS

            


    

     

    If any
guarantee is required pursuant to clause 4.15.4, the Guarantor as a principal
obligor will agree with the Landlord that:

     

     

    
      	
              8.1  

            	
              Guarantee

            


    

     

    Until the
expiry of this lease or until any earlier date when the Guarantor is released by
virtue of the Landlord and Tenant (Covenants) Act 1995 from its obligations
under this sub-clause:

     

     

    
      	
              8.1.1  

            	
              the
      Tenant’s obligations will be
performed;

            


    

     

     

    
      	
              8.1.2  

            	
              the
      Tenant will comply with any authorised guarantee agreement which it enters
      into on a transfer of this lease;
and

            


    

     

     

    
      	
              8.1.3  

            	
              to
      the extent the Tenant’s obligations or any such authorised guarantee
      agreement are not complied with, the Guarantor will comply with them and
      will indemnify the Landlord against any loss it suffers as a result of any
      non-compliance.

            


    

     

     

    
      	
              8.2  

            	
              Preservation
      of the Guarantee

            


    

     

    The
Guarantor’s obligations under sub-clause 8.1 are
not affected by:

     

     

    
      	
              8.2.1  

            	
              any
      indulgence, compromise or neglect in enforcing the Tenant’s obligations or
      any refusal by the Landlord to accept tendered
  rent;

            


    

     

     

    
      	
              8.2.2  

            	
              any
      variation or waiver of any of the terms of this
  lease;

            


    

     

     

    
      	
              8.2.3  

            	
              any
      partial surrender of this lease (and the Guarantor’s liability shall
      continue but only in respect of the Tenant’s continuing
      obligations);

            


    

     

     

    
      	
              8.2.4  

            	
              any
      forfeiture of this lease, whether in whole or in
  part;

            


    

     

     

    
      	
              8.2.5  

            	
              any
      legal limitation, immunity, incapacity, insolvency or the winding-up of
      the Tenant or by the fact that the Tenant otherwise ceases to
      exist;

            


    

     

     

    
      	
              8.2.6  

            	
              any
      action taken by or on the Landlord’s behalf in contemplation of re-letting
      the Premises;

            


    

     

     

    
      	
              8.2.7  

            	
              any
      other act or omission which, but for this provision, would have released
      the Guarantor from liability;

            


    

     

    or any
combination of any such matters.

     

     

    
      	
              8.3  

            	
              No
      right to participate in security

            


    

     

    The
Guarantor may not participate in, or exercise any right of subrogation in
respect of, any security held by the Landlord for the Tenant’s
obligations.

     

     

    
      	
              8.4  

            	
              Disclaimer

            


    

     

    If this
lease is disclaimed:

     

     

    
      	
              8.4.1  

            	
              The
      Landlord may require the Guarantor at its cost to accept a new lease of
      the Premises on the same terms of, and containing the same agreements as,
      this lease (and, where any such term applies as at a particular date or
      period, as at the same date or period), as if this lease had not been
      disclaimed and as the terms have effect immediately before the disclaimer,
      for the residue of the Term, and with effect, from the date of disclaimer
      but the new lease shall omit this
clause.

            


    

     

     

    
      	
              8.4.2  

            	
              For
      the purposes of sub-clause 8.4.1:

            


    

     

     

    
      	
              (A)  

            	
              the
      Landlord may notify the requirement to the Guarantor only within the
      period of three months commencing on the date of
    disclaimer;

            


    

     

     

    
      	
              (B)  

            	
              if
      there are any matters outstanding under this lease immediately before it
      is disclaimed, they shall be determined between the Landlord and the
      Guarantor and be reflected, as appropriate, in the new
    lease;

            


    

     

     

    
      	
              (C)  

            	
              the
      new lease shall be completed within 4 weeks after the date when the
      Landlord notifies the requirement to the
  Guarantor.

            


    

     

     

    
      	
              8.5  

            	
              Forfeiture
      or the Tenant ceasing to exist

            


    

     

    If this
lease is forfeited or if the Tenant ceases to exist, the Landlord may require
the Guarantor to:

     

     

    
      	
              8.5.1  

            	
              accept
      a new lease of the Premises in accordance with sub-clause 8.4, as if it applies to forfeiture or the
      Tenant ceasing to exist and to the date of forfeiture or cessation;
      or

            


    

     

     

    
      	
              8.5.2  

            	
              pay
      the Landlord an amount equal to the sum by which any money which would
      have been due from the Tenant pursuant to the Tenant’s obligations exceeds
      any money received by the Landlord in respect of the same type of
      obligation which may be undertaken by a third party, in both cases from
      the date of forfeiture or cessation until the earlier of the first date
      when all the Premises are re-let and income producing and the last day of
      the Term,

            


    

     

    and the
Guarantor will comply with the relevant requirement.

     

     

    
      	
              8.6  

            	
              Transfer
      of the reversion

            


    

     

    The
benefit of the Guarantor’s obligations under this clause will pass to a
transferee of the Landlord’s reversion in the Premises without need for an
express assignment.

     

    IN WITNESS whereof this deed
has been executed by the parties hereto and is intended to be and is hereby
delivered on the date first above written.

     

    SCHEDULE
1

     

    (The
Premises)

     

    ALL THOSE office premises
situate on the fifth floor and being part of the Building which are shown edged
red on the Plan ALL
which premises include:

     

     

    
      	
              1.  

            	
              the
      interior coverings and interior facing materials of those parts of the
      external walls of the Building bounding the said premises and of the
      columns within the said premises and of the walls within the Building
      separating them from other parts of the
  Building;

            


    

     

     

    
      	
              2.  

            	
              the
      fixed floor coverings and all materials lying between the upper surface of
      the structural floor slab and the floor
surface;

            


    

     

     

    
      	
              3.  

            	
              the
      ceilings, including all materials, light fittings and lights forming part
      of them, lying below the lower surface of the structural ceiling
      slab;

            


    

     

     

    
      	
              4.  

            	
              all
      non-load bearing walls and partitions lying within the said
      premises;

            


    

     

     

    
      	
              5.  

            	
              the
      doors and door frames within, and on the boundaries of, the said
      premises;

            


    

     

     

    
      	
              6.  

            	
              subject
      to the exclusion in paragraph 10 of this schedule, the window glazing and
      window frames and other fenestration within the said premises;
      and

            


    

     

     

    
      	
              7.  

            	
              all
      plant and other apparatus and conducting media which are designed to serve
      the said premises exclusively including any which the Landlord may permit
      under clause 4.14 but subject to paragraph 12
  below,

            


    

     

    but
exclude:

     

     

    
      	
              8.  

            	
              all
      Service Media including all plant and other apparatus and conducting media
      which are designed to serve the said
premises;

            


    

     

     

    
      	
              9.  

            	
              the
      load bearing structure of the Building including the load bearing
      structure of the roofs, foundations, external and internal walls and
      columns and the structural slabs of the ceilings and
    floors;

            


    

     

     

    
      	
              10.  

            	
              the
      external surfaces of the Building (except the external surfaces of any
      doors and door frames referred to in paragraph 5) and the whole of the
      window glazing and window frames and other fenestration constructed in the
      external walls and in the other boundaries of the said premises;
      and

            


    

     

     

    
      	
              11.  

            	
              all
      other parts of the Building which are not comprised in any Lettable
      Unit;

            


    

     

     

    
      	
              12.  

            	
              the
      Superior Landlord’s building management system, the Building’s fire alarm
      system and sprinklers; and

            


    

     

     

    
      	
              13.  

            	
              the
      fan-coil units and associated pipes and ducts to the fan-coils located
      within the said premises.

            


    

     

     

     

    


    SCHEDULE
2

     

    (Easements
and rights granted)

     

    Each of
the following, all of which are exercisable in common with others except to the
extent any is referred to as being exclusive:

     

     

    
      	
              1.  

            	
              The
      right in connection with the permitted use, subject to clause 6.3 and to
      compliance with the superior landlord’s reasonable rules and regulations
      (if any) for the exercise of such
right:

            


    

     

    
      	
              1.1  

            	
              for
      the Tenant, its servants and duly authorised agents and visitors, for the
      purpose only of using the Premises in accordance with this lease, to use
      the Common Parts for the purpose for which they are
    provided;

            


    

     

    
      	
              1.2  

            	
              to
      use the Service Media; and

            


    

     

    
      	
              1.3  

            	
              to
      use such lavatories in the Building as the Landlord or the Superior
      Landlord (as appropriate) shall reasonably designate and (if relevant) the
      Landlord shall be obliged to take all reasonable steps to procure that the
      Superior Landlord makes or procures such
  designations.

            


    

     

     

    
      	
              2.  

            	
              The
      right of support, shelter and protection for the Premises from the other
      parts of the Building as are enjoyed by the Premises at the date of this
      lease.

            


    

     

     

    
      	
              3.  

            	
              The
      right to use the refuse area in the Building as reasonably specified by
      the Superior Landlord and (if relevant) the Landlord shall be obliged to take all
      reasonable steps to procure that the Superior Landlord makes or
      procures such designations.

            


    

     

     

    
      	
              4.  

            	
              The
      right to have displayed the name-plate or sign referred to in clause 4.14.2 but the Superior Landlord shall be
      entitled to relocate the name-plate or sign at any
  time.

            


    

     

     

    
      	
              5.  

            	
              The
      right to install in the area edged red on Plan 2 annexed to the Superior
      Lease (or such other area on the roof of the Building as the Landlord
      shall from time to time designate) Tenant’s plant and equipment serving
      the Premises subject to the Landlord’s prior approval of the type and size
      of the equipment, the manner of its installation and its precise location
      which approval shall not be unreasonably withheld or delayed together with
      the right of access at all times to such area for inspection, repair and
      maintenance purposes provided that under no circumstances shall such plant
      or equipment once installed exceed in height the perimeter fence situated
      on the roof of the Building.

            


    

     

     

    
      	
              6.  

            	
              The
      exclusive right to use the terraced area edged green on the Plan subject
      to observing such reasonable rules and regulations as to the use of such
      terrace as are notified to the Tenant by the Landlord from time to
      time.

            


    

     

     

    
      	
              7.  

            	
              The
      right to use the Portman Square gardens in accordance with schedule
      7.

            


    

     

     

    
      	
              8.  

            	
              The
      right to pass and repass on foot only over and along the Shared Areas for
      the purposes of access to and egress from the Premises and the Common
      Parts.

            


    

     

    SCHEDULE
3

     

    (Exceptions
and reservations)

     

     

    
      	
              1.  

            	
              The
      right to build, alter or extend (whether vertically or laterally) any
      building on any adjacent premises of the landlord notwithstanding that
      access of light and air to the premises may be
  diminished.

            


    

     

     

    
      	
              2.  

            	
              The
      right, at reasonable times on reasonable prior notice (except in an
      emergency), to enter the Premises as often as may be necessary for any
      purpose for which the Tenant agrees to permit entry and for all purposes
      in connection with carrying out the Services or complying with any
      Enactment.

            


    

     

     

    
      	
              3.  

            	
              The
      right to use and to deal in any way with any Service Media located in or
      accessible only through the Premises for the benefit of any other part of
      the Building or any adjacent or neighbouring
  land.

            


    

     

     

    
      	
              4.  

            	
              The
      right to erect and maintain scaffolding on or against any part of the
      Building so long as reasonable and sufficient means of accessing and
      servicing the Premises are
maintained.

            


    

     

     

    
      	
              5.  

            	
              All
      rights of light, air and other easements and rights enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land.

            


    

     

     

    
      	
              6.  

            	
              The
      right for any security staff employed by the Landlord or its agents to
      enter the Premises if it shall be considered necessary or desirable so to
      do for the security of the
Building.

            


    

     

     

    
      	
              7.  

            	
              The
      right at reasonable times on 48 hours prior written notice (except in an
      emergency) to pass and repass on foot only through the
      Premises:

            


    

     

    
      	
              7.1  

            	
              between
      any two parts of the Shared Areas;

            


    

     

    
      	
              7.2  

            	
              between
      the Landlord's Premises and the goods lift marked “Goods Lift” on the Plan
      (provided that the goods lift is only used for items which cannot
      reasonably or properly be transported by the passenger lift);
      and

            


    

     

    
      	
              7.3  

            	
              in
      the event of fire or other emergency or emergency evacuation practice from
      the Landlord's Premises to the fire escape marked “Fire Escape” on the
      Plan.

            


    

     

    such
rights being reserved for the benefit of the Landlord's Premises and the
premises demised by the Superior Lease and the Head Lease

     

    Provided
That:

     

    
      	
               
      

            	
              (a)

            	
              entry
      shall only be effected upon such part or parts of the Premises as shall be
      reasonably necessary and only for such periods as are reasonably necessary
      and the person exercising such rights shall comply with the Tenant’s
      reasonable security requirements:

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      persons exercising such right (and in default the Landlord) shall cause as
      little damage or inconvenience to the Premises and the Tenant or any other
      lawful occupiers as reasonably possible;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Landlord shall make good to the reasonable satisfaction of the Tenant any
      damage caused by such entry whether to the Premises or to the contents
      thereof and shall indemnify the Tenant against such loss thereby suffered
      by it.

            


    

     

    


     

    


     

    SCHEDULE
4

     

    (Rent
and rent review)

     

     

    
      	
              1.  

            	
              DEFINITIONS

            


    

     

    In this
schedule:

     

    
      	
              1.1  

            	
              “Current Rent” means the
      amount of the Yearly Rent payable immediately before the Review Date
      ignoring any cesser of the Yearly Rent pursuant to paragraph 1.2 of
      schedule 6;

            


    

     

    
      	
              1.2  

            	
              “Review Rent” means the
      yearly market rack rental value which might reasonably be expected to be
      payable, following the expiry of any period at the beginning of the term
      which might be negotiated in the open market for the purposes of fitting
      out, during which no rent, or a concessionary rent, is payable, if the
      Premises had been let in the open market by a willing lessor to a willing
      lessee with vacant possession, on the Review Date, without fine or
      premium, for a term of ten years from the Review Date, and otherwise upon
      the provisions (save as to the amount of the Yearly Rent but including the
      provisions for rent review at five yearly intervals) contained in this
      lease and on the assumptions that:

            


    

     

    
      	
              1.2.1  

            	
              the
      provisions of this lease have been complied with (save in respect of the
      Landlord’s obligations where the Landlord is in persistent breach of the
      same);

            


    

     

    
      	
              1.2.2  

            	
              the
      Permitted Use and the Premises comply with Planning Law and every other
      Enactment and that the lessee may lawfully implement and carry on the
      Permitted Use;

            


    

     

    
      	
              1.2.3  

            	
              the
      Premises are fit for immediate occupation and operation of the Permitted
      Use;

            


    

     

    
      	
              1.2.4  

            	
              the
      Premises have been completed to the standard described in the
      Specification;

            


    

     

    
      	
              1.2.5  

            	
              no
      work has been carried out to the Premises which has diminished their
      rental value;

            


    

     

    
      	
              1.2.6  

            	
              in
      case the Premises or the remainder of the Building or any part of it has
      been destroyed or damaged it has been fully
  restored;

            


    

     

    
      	
              1.2.7  

            	
              the
      Net Internal Area of the Premises is 10,972 square
  feet,

            


    

     

    
      	
              1.2.8  

            	
              but
      disregarding any effect on rent of:

            


    

     

    
      	
              (A)  

            	
              the
      fact that the Tenant or other occupier or their respective predecessors in
      title has been or is in occupation of the
  Premises;

            


    

     

    
      	
              (B)  

            	
              any
      goodwill attached to the Premises by the carrying on of any business in
      them;

            


    

     

    
      	
              (C)  

            	
              any
      works carried out to the Premises during the Term by or on behalf of the
      Tenant or any permitted underlessee, in either case at its own expense
      pursuant to a licence granted by the Landlord and otherwise than pursuant
      to an obligation to the Landlord provided that the obligation to comply
      with all Enactments in clause 4.2 shall not
      be an obligation  to the Landlord for the purposes of this
      paragraph; and

            


    

     

    
      	
              (D)  

            	
              the
      Tenant's Works (save for the Division Works) as defined in the Agreement
      for Lease dated 25 August 2009 made between the Landlord (1) and the
      Tenant (2).

            


    

     

    
      	
              1.3  

            	
              “Review Surveyor” means
      an independent chartered surveyor appointed pursuant to paragraph 3.1 and, if he is to be nominated by The Royal
      Institution of Chartered Surveyors, it shall be requested to nominate an
      independent chartered surveyor having not less than ten years’ practice
      next before the date of his appointment and recent substantial experience
      in the letting and valuation of office premises of a similar character and
      quality to those, and in the locality, of the Premises and who is a
      partner or director of a leading firm or company of surveyors having
      specialist market and valuation knowledge of such
  premises.

            


    

     

     

    
      	
              2.  

            	
              YEARLY
      RENT FROM REVIEW

            


    

     

    The
Yearly Rent from the Review Date until the end of the Term shall be the higher
of:

     

    
      	
              2.1  

            	
              the
      Current Rent; and

            


    

     

    
      	
              2.2  

            	
              the
      Review Rent.

            


    

     

     

    
      	
              3.  

            	
              FAILURE
      TO AGREE REVIEW RENT

            


    

     

    If the
Landlord and the Tenant have not agreed the Review Rent three months before the
Review Date it shall, without prejudicing the Landlord’s and Tenant’s ability to
agree it at any time, be assessed as follows:

     

    
      	
              3.1  

            	
              the
      Review Surveyor shall, if his appointment is agreed,  be
      appointed by the Landlord and the Tenant to assess the Review Rent or, if
      his appointment is not agreed at any time, be nominated to assess the
      Review Rent by The Royal Institution of Chartered Surveyors on the
      application of the Landlord or the
Tenant;

            


    

     

    
      	
              3.2  

            	
              the
      Review Surveyor shall act as an arbitrator and the arbitration shall be
      conducted in accordance with the Arbitration Act 1996:
  and

            


    

     

    
      	
              3.3  

            	
              if
      the Review Surveyor refuses to act, or is or becomes incapable of acting
      or dies, the Landlord or the Tenant may apply for the appointment of
      another Review Surveyor.

            


    

     

     

    
      	
              4.  

            	
              PAYMENTS
      ON ACCOUNT

            


    

     

    If the
Review Rent has not been agreed or assessed by the Review Date, the Tenant
shall:

     

    
      	
              4.1  

            	
              continue
      to pay the Current Rent on account;
and

            


    

     

    
      	
              4.2  

            	
              pay
      the Landlord, within fourteen days after the Review Rent is determined and
      notified in writing to the Tenant:

            


    

     

    
      	
              4.2.1  

            	
              any
      amount by which the Review Rent, for the period commencing on the Review
      Date and ending immediately before the quarter day following the date of
      payment, exceeds the Current Rent paid on account for the same period;
      and

            


    

     

    
      	
              4.2.2  

            	
              interest,
      but calculated at 4% below the Stipulated Rate and in respect of each
      instalment of the Yearly Rent due for payment during the period referred
      to in paragraph 4.2.1, on the difference
      between the amount which would have been payable on the relevant quarter
      day, had the Review Rent then been determined, and the amount then paid on
      account (the interest being payable from the date on which the instalment
      was due up to the date of payment of the
  interest).

            


    

     

     

    
      	
              5.  

            	
              RESTRICTIONS
      ON REVIEW

            


    

     

    If an
Enactment restricts the right to review rent or to recover an increase in rent
otherwise payable then, when the restriction is released, the Landlord may, at
any time within six months after the date of release, give the Tenant not less
than one month’s notice requiring an additional rent review as at the next
following quarter day, which shall for the purposes of this lease be a Review
Date.

     

     

    
      	
              6.  

            	
              MEMORANDUM

            


    

     

    As soon
as possible after any increase in rent is agreed or determined pursuant to this
schedule, a memorandum recording the increase shall be signed on behalf of the
Landlord the Tenant and the Guarantor (if any) respectively and exchanged
between them.

     

    


     

    SCHEDULE
5

     

    (Covenants
etc.)

     

    


     

    Those
contained in the title registers for title number NGL903755 so far as they
subsist and relate to the Premises.

     

    SCHEDULE
6

     

    (Insurance
and Uninsured Damage)

     

     

    
      	
              1.  

            	
              INSURANCE

            


    

     

    
      	
              1.1  

            	
              Tenant’s
      obligations

            


    

     

    The
Tenant agrees:

     

    
      	
              1.1.1  

            	
              Not
      to do or omit anything by which any insurance policy, of which the Tenant
      shall have been provided with particulars, relating to the Building or any
      part of it becomes void or voidable or by which the rate of premium on
      such policy may be increased.

            


    

     

    
      	
              1.1.2  

            	
              To
      comply with all requirements and reasonable recommendations of the
      insurers and to provide and maintain unobstructed, appropriate operational
      fire fighting equipment and fire notices on the
  Premises.

            


    

     

    
      	
              1.1.3  

            	
              To
      notify the Landlord, without unreasonable delay, of any incidence of an
      Insured Risk or any Uninsured Damage on the Premises and of any other
      event which ought reasonably to be brought to the insurers’
      attention.

            


    

     

    
      	
              1.1.4  

            	
              If
      the Tenant or any person claiming title from it is entitled to the benefit
      of any insurance of the Premises, to cause all money paid under such
      insurance to be applied in making good the loss or damage for which it was
      paid.

            


    

     

    
      	
              1.1.5  

            	
              If
      any damage is caused to the Building and any insurance money under the
      Superior Landlord’s insurance is irrecoverable because of a breach of the
      Tenant’s obligations, to pay the Superior Landlord on demand the whole of
      the irrecoverable insurance money.

            


    

     

    
      	
              1.1.6  

            	
              If
      there is any deficiency in any insurance money received by the Superior
      Landlord in respect of the replacement of any damage or destruction
      referred to in paragraph 1.1.5 of Schedule 7 to the Superior Lease because
      the Tenant has failed to comply with its obligations under clause 4.12.3
      to pay the Superior Landlord the amount of the deficiency in the insurance
      money.

            


    

     

    
      	
              1.1.7  

            	
              To
      pay to the Superior Landlord on demand an amount equal to the total of all
      excess sums which the insurers are not liable to pay out on any insurance
      claim in respect of the Premises and which the Superior Landlord has paid
      in repairing damage to the Premises caused by an Insured
    Risk.

            


    

     

    
      	
              1.2  

            	
              Rent
      Cesser

            


    

     

    If:

     

    
      	
              1.2.1  

            	
              the
      Premises (except any demountable partitioning, window blinds and wall or
      floor surface coverings not installed by or at the cost of the Superior
      Landlord and fixtures which are tenant’s trade fixtures) or the essential
      means of access to them are damaged by an Insured Risk, so that the
      Premises are incapable of occupation and use;
  and

            


    

     

    
      	
              1.2.2  

            	
              payment
      of any insurance money has not been vitiated by a breach of the Tenant’s
      obligations,

            


    

     

    the
Yearly Rent and the Service Rent, or a fair proportion of them according to the
nature and extent of the damage sustained, shall cease to be payable from the
date when the damage occurred until whichever is the earlier of the date on
which the Premises (except as set out in paragraph 1.2.1) and, if applicable, the essential means of
access to them are made fit for substantial occupation and use and the date of
expiry of the period for which loss of rent is insured by the Superior Landlord
(not being less than five years) and any dispute about such cessation shall be
determined by an arbitrator to be appointed, in default of agreement, on the
application of the Landlord or the Tenant to The Royal Institution of Chartered
Surveyors in accordance with the Arbitration Act 1996.

     

    
      	
              1.3  

            	
              Ending
      of the lease following major damage

            


    

     

    If the
Premises or the essential means of access to them are damaged by an Insured Risk
so that the Premises are incapable of occupation and use, this lease may be
determined:

     

    
      	
              1.3.1  

            	
              by
      the Tenant, but only if:

            


    

     

    
      	
              (A)  

            	
              the
      Superior Landlord has not commenced the necessary replacement work by the
      expiry of 24 months after the date when the damage occurred;
      or

            


    

     

    
      	
              (B)  

            	
              the
      necessary replacement work is not substantially complete by the expiry of
      the period for which loss of rent is
insured,

            


    

     

    and, in
either case:

     

    
      	
              (C)  

            	
              payment
      of any insurance money has not been vitiated by a breach of the Tenant’s
      obligations; and

            


    

     

    
      	
              (D)  

            	
              it
      does not owe the Superior Landlord any debt under paragraphs 1.1.5 or 1.1.6 of
      this Schedule; and

            


    

     

    
      	
              (E)  

            	
              it
      serves the Landlord, by the expiry of 26 months after the date when the
      damage occurred (if paragraph (A) applies) or
      by the expiry of the period for which loss of rent is insured (if
      paragraph (B) applies), with not less than
      three months prior notice to determine provided that such notice cannot be
      served if the reinstatement works have been completed;
  and

            


    

     

    
      	
              1.3.2  

            	
              by
      the Landlord, but only if:

            


    

     

    
      	
              (A)  

            	
              despite
      having used all reasonable endeavours to achieve a lawful commencement of
      the necessary replacement work by the expiry of the period specified in
      paragraph 1.3.1(A), the Superior Landlord was
      unable to do so; or

            


    

     

    
      	
              (B)  

            	
              the
      necessary replacement work is not substantially complete by the expiry of
      the period for which loss of rent is
insured,

            


    

     

    and in
the case of paragraphs (A) and (B):

     

    
      	
              (C)  

            	
              it
      serves the Tenant, by the expiry of 28 months after the date when the
      damage occurred (if paragraph (A) applies) or
      by the expiry of the period for which loss of rent is insured (if
      paragraph (B) applies), with not less than 21
      days’ prior notice to determine provided that such notice cannot be served
      if the reinstatement works have been
completed.

            


    

     

    
      	
              1.3.3  

            	
              Once
      a notice has been served under clause 1.3.1
      or 1.3.2, it shall be irrevocable and, on the
      expiry of the notice, this lease shall determine without prejudice to any
      accrued rights of any party and the Superior Landlord shall be entitled to
      retain the insurance money.

            


    

     

    
      	
              1.3.4  

            	
              For
      the purposes of this clause, reinstatement
work:

            


    

     

    
      	
              (A)  

            	
              commences
      when it would be treated as commencing under Section 56 of the Town &
      Country Planning Act 1990 but work of demolition does not, of itself,
      signify commencement; and

            


    

     

    
      	
              (B)  

            	
              is
      substantially complete when any person, appointed by the Landlord to
      certify its completion, certifies that it is complete, whether by issue of
      a certificate of practical completion or
  otherwise.

            


    

     

    
      	
              1.3.5  

            	
              Time
      is of the essence of the periods referred to in this
    clause.

            


    

     

     

    
      	
              2.  

            	
              OPTION
      TO DETERMINE FOLLOWING UNINSURED
DAMAGE

            


    

     

    
      	
              2.1  

            	
              If
      there is Uninsured Damage such that the Premises or the essential means of
      access to them are damaged so that the Premises are incapable of
      occupation and use and the Superior Landlord by service of notice in
      writing (an “Election
      Notice”) on the Landlord following the date on which such Uninsured
      Damage occurs elects to rebuild or reinstate the Premises and the Common
      Parts at its own cost;

            


    

     

    
      	
              2.1.1  

            	
              paragraph
      1.2 shall apply as if the Uninsured Damage
      had been damage by an Insured Risk which occurred on the date on which the
      Election Notice is served; and

            


    

     

    
      	
              2.1.2  

            	
              paragraph
      1.3 shall apply as if the Uninsured Damage
      had been damage by an Insured Risk but substituting for the words “after
      the date when the damage occurred” in paragraphs 1.3.1(A) and (E) the words “after the date on
      which the Election Notice is
served”.

            


    

     

    
      	
              2.2  

            	
              If
      the Superior Landlord has not served an Election Notice within 12 months
      following the date on which Uninsured Damage occurs (time being of the
      essence) in accordance with paragraph 2.1
      either the Landlord or the Tenant may at anytime thereafter (unless in the
      meantime the Superior Landlord serves an Election Notice) forthwith
      determine this lease (but without prejudice to any claim by either party
      in respect of any antecedent breach of
  covenant).

            


    

     

     

    
      	
              3.  

            	
              TERMINATION
      OF SUPERIOR LEASE

            


    

     

    This
lease shall also terminate if the Superior Lease is terminated pursuant to any
of the provisions contained in Schedule 7 to the Superior Lease.

     

     

    
      	
              4.  

            	
              RETENTION
      OF INSURANCE PROCEEDS

            


    

     

    On the
termination of this lease pursuant to paragraphs 1.3 or 2 or 3 the Superior Landlord may retain for its
exclusive benefit the proceeds of the insurance.

     

    SCHEDULE
7

     

    (Garden
Rate)

     

     

    
      	
              1.  

            	
              In
      consideration of the covenants and conditions hereinafter reserved and
      contained and on the part of the Tenant to be observed and performed the
      Landlord grants or procures the grant to the Tenant of the right to use in
      connection with the Premises (in common with the other persons to whom a
      like right may be granted by the head landlord or the Superior Landlord or
      the Landlord or other owners or trustees of the garden as hereinafter
      defined) the (the “Garden”) (the garden of
      Portman Square) for the purpose of recreation and leisure for the term
      such purposes however to be subject to the rules and regulations for the
      use and good management of the Garden as hereinafter
    provided.

            


    

     

     

    
      	
              2.  

            	
              The Tenant covenants
      with the Landlord that the Tenant will conform to and observe all
      Enactments and all rules and regulations made as hereinafter provided for
      the maintenance and use of the Garden and will not admit into the Garden
      any person not entitled to the use of the
same.

            


    

     

     

    
      	
              3.  

            	
              The
      Tenant agrees that:

            


    

     

    
      	
              3.1  

            	
              the
      said rules and regulations may provide for the exclusion from the use and
      enjoyment of the Garden of the Tenant or any other person who would
      otherwise be entitled to such use under the foregoing grant in case of
      default in payment of the Garden Rate or of other wilful breach of such
      rules and regulations or any of
them;

            


    

     

    
      	
              3.2  

            	
              the
      Tenant may in the exercise of the right hereby granted allow such other
      persons as may be authorised by it to use the Garden subject to the terms
      and conditions here mentioned provided that the Tenant will indemnify the
      Landlord in respect of any loss or damage caused by such persons so
      authorised;

            


    

     

     

    
      	
              4.  

            	
              Rules
      and Regulations

            


    

     

    The
Tenant agrees that:

     

    
      	
              4.1  

            	
              The
      use of the Garden is reserved exclusively to the Head Landlord and its
      lessees and sub-lessees and their licensees of the premises fronting to or
      abutting on Portman Square and their families and to any other persons to
      whom the Clerk of the Garden in his discretion may allow
      access.

            


    

     

    
      	
              4.2  

            	
              No
      persons other than those having the right of entrance shall be entitled to
      hold or possess a key of the Garden gates and no person so entitled shall
      permit his key to be given or lent to or used by any person other than the
      members of his family.  Every person entering the Garden shall
      at the request of the gardener produce his key and give his name and
      address.

            


    

     

    
      	
              4.3  

            	
              Young
      children must be accompanied by a nurse or other responsible
      person.

            


    

     

    
      	
              4.4  

            	
              No
      person shall climb damage pull down or destroy any of the trees shrubs or
      plants or pluck the flowers in the Garden or break deface or injure any of
      the seats or any other property belonging thereto or wilfully cut up or
      injure the surface of the gravel walks or lawns or trample on or injure
      the beds or place or leave any obstructions or things on the walks or
      elsewhere.  No person shall leave the gates
  open.

            


    

     

    
      	
              4.5  

            	
              Bicycles
      or tricycles are not allowed in the
Garden.

            


    

     

    
      	
              4.6  

            	
              Stone
      throwing and noisy and disorderly conduct and every other practice likely
      to annoy the residents or to interfere with the quiet use and enjoyment of
      the Garden is forbidden.

            


    

     

    
      	
              4.7  

            	
              No
      carpets rugs doormats or other articles shall be beaten shaken cleaned or
      dusted in any part of the Garden.  No dust or rubbish shall be
      swept or thrown or paper scattered on any part of the Garden or on the
      railings or gates thereof.

            


    

     

    
      	
              4.8  

            	
              Only
      dogs in the charge of owners or their representatives are allowed in the
      Garden and they must be under control and kept on a lead at all
      times.

            


    

     

     

    APPENDIX
1

     

    (Premises
Plan Building
Plan)

     

    


     

    APPENDIX
2

     

    (Part
I of schedule 5 to Superior Lease)

     

    “(Services to be provided by the
Landlord in accordance with the principles of good estate management, to at
least a reasonable standard and at a commensurate reasonable cost pursuant to
clause 5.2)

     

     

    
      	
              1.

            	
              Inspecting,
      maintaining and repairing, altering, rebuilding and renewing and, where
      appropriate, treating, washing down, painting and decorating all parts of
      the Building described in paragraphs 8 to 11 of schedule
  1.

            


    

     

    
      	
              2.

            	
              Inspecting,
      servicing, maintaining and repairing, renewing, overhauling and replacing
      all apparatus, plant, machinery and equipment within the Building which is
      at any time not serving any Lettable Unit
  exclusively.

            


    

     

    
      	
              3.

            	
              Inspecting,
      maintaining, repairing, cleansing, emptying, altering and renewing all
      Service Media.

            


    

     

    
      	
              4.

            	
              Providing,
      maintaining, operating, renewing and replacing any fire alarms and
      ancillary apparatus and fire prevention and fire fighting equipment and
      apparatus in the Common Parts.

            


    

     

    
      	
              5.

            	
              Keeping
      the Common Parts properly cleansed, treated, maintained, repaired and
      adequately lit.

            


    

     

    
      	
              6.

            	
              Providing
      such mechanical ventilation, heating and cooling for such parts of the
      Building and for such hours and times of the year as the Landlord shall
      determine.

            


    

     

    
      	
              7.

            	
              Providing
      and maintaining any architectural or ornamental features or murals and any
      plants, shrubs, trees or garden area in the Common Parts and maintaining
      the same.

            


    

     

    
      	
              8.

            	
              Supplying,
      whether by purchase or hire, and maintaining, renewing, replacing,
      repairing and servicing all fixtures and receptacles, appliances,
      materials, equipment, plant and other things reasonably necessary for the
      maintenance, upkeep or cleanliness of the Building or any part of it or
      otherwise in connection with the provision of the
  Services.

            


    

     

    
      	
              9.

            	
              Cleaning
      as frequently as shall be reasonably necessary the exterior and interior
      of all window glazing and window frames and other fenestration units in
      the Common Parts and the outside of the window glazing referred to in
      paragraph 10 of schedule 1.

            


    

     

    
      	
              10.

            	
              Providing
      a security service to the Common
Parts.

            


    

     

    
      	
              11.

            	
              Collecting,
      and if appropriate treating or packaging, and disposing of refuse from the
      Building and the provision, repair, maintenance and renewal of any plant
      and equipment in connection with
it.

            


    

     

    
      	
              12.

            	
              Maintaining
      during Normal Business Hours an adequate supply of hot and cold water and
      supplying washing and toilet requisites in the lavatory accommodation in
      the Common Parts.

            


    

     

    
      	
              13.

            	
              Implementing
      any infestation control in the Common
Parts.

            


    

     

    
      	
              14.

            	
              Providing
      one or more commissionaires in the ground floor entrance lobby of the
      Building during Normal Business
Hours.

            


    

     

    
      	
              15.

            	
              Any
      other services relating to the Building or any part of it provided by the
      Landlord from time to time which shall
be:

            


    

     

    
      	
              15.1

            	
              reasonably
      capable of being enjoyed by the occupier of the Premises;
    or

            


    

     

    
      	
              15.2

            	
              reasonably
      calculated to be for the benefit of the Tenant and other tenants of the
      Building; or

            


    

     

    
      	
              15.3

            	
              appropriate
      for the maintenance, upkeep or cleanliness of the Building;
    or

            


    

     

    
      	
              15.4

            	
              otherwise
      in keeping with the principles of good estate
  management,

            


    

     

    and any
reference in this schedule to renewal includes renewal, in accordance with the
principles of good estate management, of the relevant part of the Building which
is beyond its natural life even though it is not malfunctioning.”

     

     

    APPENDIX
3

     

    (Part
II of schedule 5 to Superior Lease)

     

    “(All undermentioned costs to be
properly incurred in accordance with the principles of good estate
management)

     

    
      	
              1.

            	
              All
      fees and disbursements of any individual, firm or company retained by or
      on behalf of the Landlord or its agents in connection with discharging
      management functions in respect of the Building and the provision of the
      Services, including managing agents'
fees.

            


    

     

    
      	
              2.

            	
              The
      reasonable fees of the Landlord for any of the Services or for the
      functions and duties referred to in paragraph 1 of this part of this
      schedule which shall be undertaken by the Landlord and not by a third
      party.

            


    

     

    
      	
              3.

            	
              The
      cost (in addition to any fees referred to in paragraph 2 and where the
      context permits paragraph 1 of this part of this schedule) of employing
      (whether by the Landlord or any managing agents or any other individual or
      firm or company) such staff as the Landlord may consider appropriate for
      the performance of the Services and the functions and duties referred to
      in paragraph 1 of this part of this schedule and all other incidental
      expenditure in relation to such employment including, without prejudice to
      the generality of the foregoing:

            


    

     

    
      	
              3.1

            	
              salaries,
      wages, pensions and pension contributions, benefits in kind and other
      emoluments and National Insurance and other statutory contributions or
      levies;

            


    

     

    
      	
              3.2

            	
              the
      provision of uniforms and working
clothing;

            


    

     

    
      	
              3.3

            	
              the
      provision of vehicles, tools, appliances, IT and communications equipment,
      furniture cleaning and other material fixtures, fittings and other
      equipment for the proper performance of their duties and a store for
      housing the same; and

            


    

     

    
      	
              3.4

            	
              a
      reasonable notional rent for any premises reasonably provided rent-free
      for every such person's use occupancy or
  residence.

            


    

     

    
      	
              4.

            	
              The
      cost of entering into any contracts for the carrying out of all or any of
      the Services.

            


    

     

    
      	
              5.

            	
              All
      rates and other outgoings which are now or during the Term shall be
      assessed on:

            


    

     

    
      	
              5.1

            	
              the
      whole of the Building, where there is no separate assessment on or for a
      Lettable Unit;

            


    

     

    
      	
              5.2

            	
              the
      whole or any part of the Common
Parts;

            


    

     

    
      	
              5.3

            	
              any
      residential accommodation provided for staff employed in connection with
      the Building and any other premises provided as referred to in paragraph
      3.4 of this part of this schedule,

            


    

     

    excluding
any tax (other than VAT) payable by the Landlord as a direct result of any
actual or implied dealing with the reversion of any lease or of the Landlord's
receipt of income.

     

    
      	
              6.

            	
              The
      cost of the supply of electricity and other fuel for the provision of the
      Services and the cost of any electricity generating, transforming,
      monitoring, metering and distribution plant, machinery and equipment in or
      servicing the Building.

            


    

     

    
      	
              7.

            	
              The
      cost which the Landlord may be called upon to pay as a contribution
      towards the expense of making, repairing, maintaining, rebuilding and
      cleansing any ways, roads, pavements or structures, Service Media or
      anything which may belong to or be used for the Building or any part of it
      exclusively or in common with other neighbouring or adjoining
      premises.

            


    

     

    
      	
              8.

            	
              The
      cost of taking all steps for complying with or making representations
      against or otherwise contesting the incidence of the provisions of any
      Enactment relating to or alleged to relate to the Building or any part or
      it for which any tenant is not directly and exclusively
      liable.

            


    

     

    
      	
              9.

            	
              The
      cost to the Landlord of any payments made pursuant to clause 4.4.2 of the
      Head Lease.

            


    

     

    
      	
              10.

            	
              The
      cost to the Landlord of abating any nuisance in or at the Building or any
      part of it insofar as the same is not the liability of any
      tenant.

            


    

     

    
      	
              11.

            	
              The
      cost of making such provision (if any) for anticipated expenditure in
      respect of any of the Services as the Landlord shall consider
      appropriate.

            


    

     

    
      	
              12.

            	
              Any
      interest and fees in respect of money borrowed to finance the provision of
      the Services and the costs referred to in this part of this schedule or
      any of them.

            


    

     

    
      	
              13.

            	
              Any
      VAT (or any tax of a similar nature which may be substituted for or levied
      in addition to it) incurred by the Landlord on any other amount comprised
      in the Service Cost, save to the extent that the Landlord obtains credit
      for such VAT incurred by the Landlord pursuant to sections 24, 25 and 26
      Value Added Tax Act 1994 or any regulations made
    thereunder.

            


    

     

    
      	
              14.

            	
              All
      other costs incurred in connection with the provision of the
      Services.”

            


    

     

     

    APPENDIX
4

     

    (Specification)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SIGNED AS A DEED by WELLS
FARGO         )

      & COMPANY a company
incorporated              )

      in
Delaware, USA acting by Donald E Dana
      )

                            
being a person who,
in                    )

      accordance
with the laws of that territory, is      )

      acting
under the authority of the
company        )

      


      /s/
Donald E. Dana

      Authorised
signatory

      


       

      


       

      


       

      SIGNED AS A DEED by COSTAR
UK               )

      acting
by two directors or one director
and        )

      the
company
secretary                                           )

      


      /s/
Paul Marples

      Director

       

       

      /s/
Matthew Green

      Director/Secretary