THIS AGREEMENT is made the 1st day of March 2012 

BETWEEN: 

	(1)	       	
      KNIGHT FRANK
      LLP (registration number
      OC305934) whose registered office is at 55 Baker Street London W1U 8AN
      (“KF”); and

			 
	(2)		
      YELP UK LIMITED
      (registration number 06762006)
      whose registered office is at 5 St. John’s Lane, London EC1M 4BH
      (“YELP”).




WHEREAS: 

	(1)	       	
      KF AND YELP have today entered into an Underlease (“the
      Underlease”) of premises at Part 4th Floor, 55 Baker Street, London W1 (“the Premises”)

			 
	(2)		
      KF have agreed to provide certain computer
      related services to YELP without prejudice to the provisions of the
      Underlease on the terms set out in this
Agreement.




NOW IT IS HEREBY AGREED as follows:- 

	1.	       	KF will locate in a place
      reasonably determined by KF from time to time within their computer
      equipment room (CER), which is situated on the fourth floor at 55 Baker
      Street aforesaid, one rack (“Rack”) provided by KF of the size and type
      specified by KF (Meridian Zero5 series) with a width not over 800
      millimetres for housing YELP computers and systems, containing up to 2
      power distribution units (“PDU”) with KW readings as reasonably specified
      by KF.
	 








	2.	       	Equipment
	 
			2.1	       	KF will permit YELP to locate
      computers and associated systems (“Computers”) within the Rack provided
      that the Computers do not initially require in aggregate more than 10/12
      amps of power
	 
			2.2		KF will also permit YELP to
      locate four / five Switches each
      of no more than 2U in one of KF’s racks (selected at KF’s discretion,
      acting reasonably) within its Satellite Equipment Room
(“SER”)
	 
			2.3		YELP shall patch from KF’s
      existing patching frames to YELP switches under the supervision of
      KF
	 
			2.4		YELP and its authorised
      representatives shall be entitled to access patch panels and modify the
      patching of cables terminating in or pertaining to its Computers and
      Premises, subject to the access provisions set out in Clause
  5.
	 
			2.5		KF will permit YELP to utilise
      the structured cabling in the Premises (“Structured Cabling”) provided
      that YELP accept that Structured Cabling in its present condition and YELP
      accept that no warranty or representation expressed or implied whatsoever
      is given by KF as to the state or condition or fitness of the Structured
      Cabling for any purpose and YELP shall not be entitled to make any
      complaint or claim whatsoever in respect thereof
	 
			2.6		KF will (subject to prior
      agreement) permit YELP to make agreed modifications to the GOP locations
      of the Structured Cabling as may reasonably be required by YELP
      (“Communications Works”).
	 
	3.		YELP and (subject to
      clause 15) its successors in title shall be entitled to use the Rack
      throughout the term of the Underlease free of charge save that YELP shall
      pay to KF the following
	 
			3.1		The sum of £550 per month payable
      quarterly in advance; and
	  








	          
    	3.2	       	Such additional or reduced sum as
      the parties shall reasonably calculate each year to reflect any variation
      at cost in the price of electricity or the amount of electricity imputed
      as used by the Computers calculated from the PDU in the Rack, payable on
      submission of invoice (and for the avoidance of doubt, the cost of
      electricity as at the date of this Agreement has been included in the sum
      referred to in clause 3.1).
		 
		3.3		Fees of KF
      staff calculated at the rate of £40 per hour of
      attendance (calculated on a pro rata basis in units of 15 minutes for any
      period of less than an hour) for any separately fulfilled requests for
      access in excess of 10 in any month pursuant to Clauses 5.2 and 5.3 (out
      of which there can be a maximum of 2 requests in any calendar month under
      clause 5.3) and in excess of two in a six month period pursuant to clause
      5.4 (the first such period commencing on 1 March 2012) invoiced monthly in
      arrears, provided that YELP shall not be required to pay any additional
      charges for access reasonably required for the period of one month
      following the date of commencement of the Communications
  Works.
		 
		3.4		All sums are exclusive of VAT and
      all invoices are due for payment within 28 days of the date of
      invoice.


PROVIDED THAT in the event that KF plan major scheduled works to the SER or CER, YELP
shall be permitted access in addition to the above without additional charge.


	4.	       	YELP shall observe all such rules
      and regulations as KF shall reasonably and properly impose from time to
      time in relation to the use of the CER and SER and the equipment within
      the CER and SER.
	  








	5.	      
    	KF will use all reasonable endeavours to
      allow YELP access to the CER and SER which must be accompanied at all
      times by a representative of KF and subject to the following
      provisions:
	  
			5.1	      
    	YELP will provide a list of authorised
      personnel and their contact details who will have access to CER and SER.
      This list may be updated from time-to-time.
	  
			5.2		During standard working hours which are
      Monday to Friday from 08h00 to 18h00 and exclude UK public holidays, and
      general office closure during the Christmas/New Year period, YELP’s
      authorised personnel can request access to the CER and SER by calling the
      Knight Frank Service Desk (+44 20 7861 1766) and receiving a call
      reference number. Access will wherever reasonably possible be provided
      within 1 hour from when the request is received by Knight Frank Service
      Desk.
	  
			5.3		Planned after hours access, defined as
      outside standard working hours, should be prearranged by providing no less
      than 48 hours notice to the Knight Frank Service Desk. Such notice to be
      provided during working hours.
	  
			5.4		Emergency access can be arranged by calling
      Knight Frank’s out-of-hours support contacts (a list of which will be
      provided). Such access to be provided as soon as practicable with a target
      response time of under one hour and within four hours.
	  
	6.		KF shall have no responsibility for the
      Computers or any other property of YELP within the CER or SER save to the
      extent that any damage is caused by the acts or omissions of KF which shall be located there entirely at the
      risk of YELP and accordingly prior to use of the Rack, or storage of any
      computers YELP shall:
	  
			6.1		procure all risks property insurance
      covering all of YELP’s property located within the CER or within the
      SER
	  








		     	6.2	      
    	at the request of KF, YELP shall provide KF
      with a certificate of insurance demonstrating that YELP has obtained the
      necessary insurance cover.
			 
			In the same way, YELP shall have no
      responsibility for damage caused to any property of KF within the CER or
      SER save to the extent that any damage is caused by the acts or omissions
      of YELP.
	 
	7.		KF shall operate a defined set of access
      procedures to allow only its authorised personnel to enter the CER and SER
      and only suitably qualified personnel to operate its systems and
      facilities therein. A copy of these defined procedures and any updates
      thereto shall be provided to YELP.
	 
	8.		KF will use all reasonable endeavours to
      provide photo logs of access to the CER in the event of an incident or
      problem with the Computers which requires further investigation. Such
      request to be made in writing by YELP within five days of the event.
	 
	9.		Notwithstanding any other provision in this
      Agreement, neither party shall be liable for any damages for loss of
      profits, loss of revenue, loss of goodwill, loss of data or interference
      with business or for the cost of purchasing replacement services or for
      any indirect incidental special consequential exemplary or punitive
      damages whether or not caused by the acts or omissions or negligence of
      its employees, agents or landlord and regardless of whether such party has
      been informed of the possibility of the likelihood of such
    damages.
	 
	10.		Nothing in this Agreement shall be construed
      as limiting the liability of either party for personal injury or death
      resulting from the negligence of that party or its employees.
	 








	11.	    
      	Neither party shall
      interfere with, modify, disconnect or terminate or perform any other
      action in relation to structured cabling or otherwise which might
      invalidate the manufacturers’ and installers’ warranty or in any way
      interfere with any equipment of the other party or impede the operation of
      the air-conditioning and power supply to any such equipment.
	 
	12.		KF personnel will not
      operate, alter or adjust YELP Computers or cabling connections without the
      presence of a YELP representative unless such action is required due to an
      immediate hazard. Following such an event, YELP’s nominated official will
      be immediately notified in writing.
	 
	13.		Removal of
      Equipment
	 
			13.1	       	Forthwith upon the termination
      of the Underlease or prior termination of this Agreement YELP shall remove
      all of its equipment from the CER and SER within 5
      business days
	 
			13.2		If YELP fails to remove its
      equipment within 5 business days
      thereafter KF may at YELP’s sole cost and expense disconnect, remove and
      store or dispose of YELP’s equipment without prior notice.
	 
			13.3		YELP shall pay all costs and
      expenses properly incurred associated with KF’s disconnection, removal,
      disposal and storage of YELP’s equipment and KF will not be liable for any
      loss or damage incurred by YELP arising out of such disconnection,
      removal, storage or disposal of YELP’s equipment.
	  








	14.		Neither party shall be in
      breach of this Agreement nor liable for any failure or delay in
      performance of any obligations under this Agreement arising from or
      attributable to acts, events, omissions or accidents beyond its reasonable
      control, including but not limited to any of the following:-
				 	 
		     	a)		Acts of God including but
      not limited to fire, flood, earthquake, wind, storm or other natural
      disaster;
					 
			b)		Terrorist attack, civil war,
      civil commotion or riots. 
					 
			c) 		Interruption or failure of
      utility service including but not limited to electric, power gas or
      water.
					  
	15.		This Agreement may be
      terminated as follows:-
			 
			15.1	      
    	Either party may terminate this Agreement
      without liability to the other immediately by giving written notice to the
      other party if;
	 
					a)	      
    	The other party fails to pay any amount due under
this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make
such payments; or
	 
					b)		The other party commits a material breach of
      any material term of this Agreement and (if such breach is remediable)
      fails to remedy that breach within a period of 21 days after being
      notified in writing to do so;
	 
			15.2		YELP may terminate this Agreement at any
      time by serving not less than one month’s notice in writing upon
    KF.
	 
			15.3		KF may terminate this Agreement forthwith if
      any of the events set out in clause 9 of the Underlease shall occur and KF
      shall repay to YELP any sums paid in advance within 14 days of the date of
      termination.
	 
	16.		Assignment
	 
			16.1		YELP shall not be entitled to assign,
      transfer, mortgage charge or deal in any manner with this Agreement or any
      of its rights or obligations under this Agreement without the express
      written consent of KF which shall not be withheld in the case of an
      assignee to whom the Underlease has been assigned or a subtenant of the
      whole of the Premises pursuant to an assignment of the Underlease or an
      underletting of the whole (as applicable) which takes place with KF’s
      consent in accordance with the terms of the Underlease. The rights of YELP
      under this Agreement may be exercised by a group company of YELP (as such
      term is defined in clause 3.9.12 of the Underlease) lawfully in occupation
      of the Premises pursuant to the Underlease.
	  








			16.2	       	KF shall be required to assign or
      transfer this Agreement or any of its rights or obligations under this
      Agreement to any party from time to time entitled to possession of the
      Premises when the Underlease comes to an end and such party shall be
      required to enter into a deed of novation with KF and YELP in respect of
      KF’s obligations under this Agreement.
	 
	17.	    
      	KF make no warranties
      or representations expressed or implied whatsoever that the supply or
      power, air-conditioning or other services to the CER or the SER will be
      uninterrupted.
	 
	18.		Any dispute arising out
      of this Agreement shall be referred to an independent expert for
      determination who shall be agreed between the parties or in default
      nominated upon the application of either party by the President for the
      time being of the Institute of Chartered Accountants whose decision shall
      be final and binding on the parties.
	 
	19.		This Agreement shall be
      governed by and construed in accordance with English law and any dispute
      shall be referred to the non-exclusive jurisdiction of the English
      courts.
	  








	20.	       	No relationship of
      Landlord and Tenant is intended to be created by the parties to this
      Agreement.
	 
			21	       	No party shall have any rights
      under this Agreement under the Contracts (Rights of Third Parties) Act
      1999.
	 
			22		This agreement may be signed in
      two counterparts, each of which is an original and which, together, have
      the same effect as if each party had signed the same
  document


AS WITNESS the hands of the parties hereto


 

 

	Signed by 2 duly authorised	)	          	
	Members for and on behalf	)		 
	of
      Knight Frank LLP	)		
				Member
				 
				 
				
				Member









Dated
 


1st March 2012
 


Underlease
 


relating to 
 


Part
4th Floor (South Block), 55 Baker Street, London W1U
8AN
 


between 
 


Knight Frank LLP
 


and
 


Yelp UK Limited

1







	CONTENTS
	 	      	
	1 DEFINITIONS AND INTERPRETATION		3
	2
      DEMISE		10
	3 THE TENANT’S COVENANTS		11
	4
      QUIET ENJOYMENT		28
	5 THE HEADLEASE	 	28
	6 THE
      LANDLORD’S COVENANTS		28
	7 INSURANCE		29
	8
      GUARANTEE PROVISIONS		32
	9 FORFEITURE		34
	10
      MISCELLANEOUS		35
	11 BREAK CLAUSE		38
	SCHEDULE 1: THE RIGHTS
      GRANTED		39
	SCHEDULE 2: THE RIGHTS RESERVED		40
	SCHEDULE 3: THE OFFICE
      COVENANTS		42
	SCHEDULE 4: THE SUBJECTIONS		43
	SCHEDULE 5: THE
      AUTHORISED GUARANTEE AGREEMENT		44



2







THIS LEASE is made
the 1st day of March 2012 

BETWEEN: 

	(1)	KNIGHT FRANK LLP (registration
      number OC305934) whose registered office is at 55 Baker Street, London W1U
      8AN (‘the Landlord’); and
	                    	
	(2)	YELP UK LIMITED (registration
      number 06762006) whose registered office is at 5 St. John’s Lane, London
      EC1M 4BH (‘the Tenant’).


NOW THIS DEED WITNESSES as follows:


	1	DEFINITIONS AND
      INTERPRETATION
	                    	
		For all purposes of this Sublease
      the terms defined in this clause have the meanings specified.
	 
	1.1	‘the Adjoining
      Conduits’
	 
		‘the Adjoining Conduits’ means
      the pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses,
      wires, cables, laser optical fibres, data or impulse transmission,
      communication or reception systems, channels, flues and all other
      conducting media including any fixings, louvres, cowls, covers and other
      ancillary apparatus that are in, on, over or under any adjoining property
      of the Landlord that serve the Premises.
	 
	1.2	‘adjoining property of the
      Landlord’
	 
		References to ‘adjoining property
      of the Landlord’ are references to each and every part of any neighbouring
      or adjoining land including the rest of the Headlease Premises and the
      rest of the Building in which the Landlord or the Head Landlord, or a
      company that is a member of the same group as the Landlord or the Head
      Landlord within the meaning of the 1954 Act Section 42, has or during the
      Term acquires an interest or estate.
	 
	1.3	‘the
Building’
	 
		‘the Building’ means 55 Baker
      Street, London W1 and registered under the Land Registry under title
      number LN153076 and LN162010 edged blue on plan 1 in the
    Headlease.
	 
	1.4	‘the Common
    Parts’
	 
		‘the Common Parts’ means the
      Office Common Parts and the Building Common Parts which terms shall bear
      the same meaning as in the Headlease
	 
	1.5	‘the
Conduits’
	 
		‘the Conduits’ means the pipes,
      sewers, drains, mains, ducts, conduits, gutters, watercourses, wires,
      cables, laser optical fibres, data or impulse transmission, communication
      or reception systems, channels, flues and all other conducting media
      including any fixings, louvres, cowls, covers and any other ancillary
      apparatus that are in, on, over or under the
Premises.


3







	1.6	‘the Term’
		 
	                    	‘the Term’ means 5 years commencing on and
      including the date hereof.
		 
	1.7
    	
      ‘development’
      

		 
		
      References to
      ‘development’ are references to development as defined by the Town and
      Country Planning Act 1990
      Section 55. 

		 
	1.8
    	
      Gender and number
      

		 
		
      Words importing one
      gender include all other genders; words importing the singular include the
      plural and vice versa. 

		 
	1.9	‘the Head Landlord’s Expenses’
  
		 
		
      ‘the Head Landlord’s
      Expenses’ means LANDLORD’S EXPENSES as defined in clause 1 of the
      Headlease. 

		 
	1.10
      	
      Headings
      

		 
		
      The clause, paragraph
      and schedule headings and the table of contents do not form part of
      this document and are not to be
      taken into account in its construction or interpretation.


		 
	1.11
      	
      ‘the
      Headlease’

		 
		
      ‘the
      Headlease’ means the lease under which the Landlord holds the Headlease
      Premises dated 7th April 2009 and made between (1) London &
      Regional (Baker Street) Limited (‘the Head Landlord’) and (2) the
      Landlord for a term commencing on 2nd June 2008 and expiring on
      23 June 2028 

		 
	1.12
      	
      ‘the Headlease
      Premises’ 

		 
		
      ‘the Headlease
      Premises’ means all the fourth floor of the South Wing of the Building.
      

		 
	1.13
      	
      ‘the Initial Rent’
      

		 
		
      ‘The Initial Rent’
      means £786968 per annum save that from 1st March 2014 to 30th April
      2014  and from 1st March
      2015 to 30th April 2015 and from 1st March 2016 to 30 April 2016 the
      Initial Rent shall be a peppercorn if demanded. 

		 
	1.14
      	
      ‘the Insurance Rent’
      

		 
		
      ‘the Insurance Rent’
      means the Insurance Rent as defined in the Headlease payable to the Head
      Landlord by the Landlord in respect of the gross sums including any
      commission that the Head
      Landlord from time to time pays 

		 
	1.14.1 	
      by way of premium for
      insuring the Building and all plant and equipment serving the Building,
      including insuring for loss of rent, in accordance with his obligations
      contained in the Headlease,

	 	
	1.14.2	
      by way of premium for insuring in such
      amount and on such terms as the Head Landlord acting reasonably considers
      appropriate against property owners liability and such other insurance the
      Landlord may effect pursuant to clause 7.1 of the Headlease,
    and

	 	 
	1.14.3 	
      for insurance
      valuations and inspections at appropriate intervals. 

		 
	1.15
      	
      ‘Interim Service
      Charge’ 

		 
		
      ‘Interim Service
      Charge’ shall have the same meaning as in the Headlease.
  



4









	1.16	‘the Insured Risks’
		 
	                    	‘the Insured Risks’ shall have the same meaning as in the
      Headlease.
		 
	1.17	
      ‘interest’

		 
		
      References to ‘Interest’ are
      references to interest payable during the period from the date on which
      the payment is due to the date of payment, both before and after any
      judgment, at the Interest Rate then prevailing decided on by the Landlord
      acting reasonably.

		 
	1.18	
      ‘the Interest
    Rate’

		 
		
      ‘the Interest Rate’ means the
      rate of 4% above the base lending rate of National Westminster Bank Plc or such other bank as the Landlord may from time
      to time nominate in writing.

		 
	1.19	
      Interpretation of ‘the
      Building’

		 
		
      The expression ‘the Building’,
      where the context so admits, includes any other adjoining property of the
      Landlord or the Head Landlord constructed or adapted to form part of
      the Building.

		 
	1.20	
      Interpretation of ‘consent’ and
      ‘approved’

		 
		1.20.1  	
      Prior written consent or
      approval

			 
		                    	
      References to ‘consent of the
      Landlord’ or words to similar effect are references to a prior written consent signed by or on behalf of the
      Landlord and references to the need for
      anything to be ‘approved by the Landlord’ or words to similar effect are
      references to the need for a prior written approval by or on behalf of the
      Landlord.

			 
		1.20.2	
      Consent or approval of mortgagee
      or head landlord

			 
			
      To the extent that this is not
      already expressly provided for by this Sublease, any provisions in this
      Sublease referring to the consent or approval of the Landlord are
      to be construed as also requiring the consent or
      approval of any mortgagee of the Premises
      or receiver the Head Landlord and the landlord of any superior interest
      in the Premises where that consent is
      required. Nothing in this Sublease is to be construed as imposing any
      obligation on a mortgagee or Head Landlord or other party not to refuse any such consent or approval
      unreasonably.

		 	
	1.21	
      Interpretation of ‘the
      Guarantor’

		 
		
      The expression ‘the Guarantor’
      includes any person who enters into covenants with the Landlord pursuant
      to clause 3.9.4.1 CONDITIONS or clause 3.20 REPLACEMENT GUARANTOR.
      

		 

	1.22	
      Interpretation of ‘the Head
      Landlord’ 

		
		
      The expression ‘the Head
      Landlord’ includes his successors in title.

		 
	1.23	
      Interpretation of ‘the
      Landlord’

		 
		
      The expression ‘the Landlord’
      includes the person or persons from time to time entitled to possession of the Premises when this Sublease comes to
      an end.

		 
	1.24	
      lnterpretatlon of ‘the last year
      of the Term’ and ‘the end of the Term’

		 
		
      References to ‘the last year of
      the Term’ are references to the actual last year of the Term however it
      determines, and references to the ‘end of the Term’ are references to the
      end of the Term whenever and however it
  determines.



5







	1.25	Interpretation of ‘this Sublease’
		  
	                    	The
      expression ‘this Sublease’ includes, unless expressly stated to the
      contrary, any document supplemental to or collateral with this document or
      entered into in accordance with this document.
		 
	1.26	
      Interpretation of ‘the Tenant’
      

		 
		
      ‘the Tenant’ includes any person
      who is for the time being bound by the tenant covenants of this Sublease. 

		  
	1.27	
      Joint and several liability
      

		  
		
      Where any party to this Sublease
      for the time being comprises two or more persons, obligations expressed or
      implied to be made by or with that party are deemed to be made by
      or with the persons comprising that party
      jointly and severally. 

		 
	1.28	‘the
      Liability Period’ 
		  
		‘the
      Liability Period’ means 
		 
	
      1.28.1 
	
      in the case of any guarantor
      required pursuant to clause 3.9.4.1
      CONDITIONS, the period during
      which the relevant assignee is bound by the tenant covenants of this
      Sublease together with any additional period during which that assignee is
      liable under an authorised guarantee agreement, 

		 
	
      1.28.2
	
      in the case of any guarantor
      under an authorised guarantee agreement, the period during which the
      relevant assignee is bound by the tenant covenants of this Sublease, and
      

		 
	
      1.28.3
	
      in the case of any guarantor
      required pursuant to clause 3.9.7.6
      TERMS OF A PERMITTED SUBUNDERLEASE, the period during which the relevant
      assignee of the subunderlease is bound by the tenant covenants of that
      subunderlease. 

		 
	
      1.28.4
	
      in the case of any guarantee
      given pursuant to clause 8, the period during which the Tenant is bound by the Tenant covenants of this Sublease.
      

	
       
	 
	1.29	
      ‘losses’

		 
		
      References to ‘losses’ are
      references to liabilities, damages or losses, awards of damages or
      compensation, penalties, costs, disbursements and expenses properly
      arising from any claim, demand, action or proceedings. 

		 
	1.30	
      ‘the 1954 Act’ 

		  
		
      ‘the 1954 Act’ means the Landlord and
      Tenant Act 1954 and all statutes, regulations and orders included by virtue of
      clause 1.44 REFERENCES TO STATUTES. 

		  
	1.31	
      ‘the 1995 Act’ 

		  
		‘the
      1995 Act’ means the
      Landlord and Tenant (Covenants) Act 1995 and all statutes,
      regulations and orders included by virtue of clause 1.44 REFERENCES TO
      STATUTES. 
		 
	1.32	
      Obligation not to permit or
      suffer 

		  
		
      Any covenant by the Tenant or the
      Landlord not to do anything includes an obligation not to permit or suffer that thing to be done by another
      person. 

		 
	1.33	
      ‘the Office Covenants’
      

		 
		
      ‘the Office Covenants’ means the
      covenants set out in schedule 3
      THE OFFICE COVENANTS. 



6







	1.34	‘other buildings’
		 
	                    	References to ‘other buildings’ are references to the buildings now
      or at any time during the Term erected on any adjoining property of the
      Landlord.
		  
	1.35	Plant
		 
		Plant shall have the same meaning as in the Headlease.
		 
	1.36	‘the Permitted Hours’
		 
		‘the Permitted Hours’ means 24 hours per day, 7 days a
    week
		 
	1.37	‘the Plan’
		 
		‘the Plan’ means the plan annexed to this Sublease.
		 
	1.38	‘the Planning Acts’
		 
		‘the Planning Acts’ means the Town and Country Planning Act 1990,
      the Planning (Listed Buildings and Conservation Areas) Act 1990, the
      Planning (Consequential Provisions) Act 1990, the Planning (Hazardous
      Substances) Act 1990, the Planning and Compensation Act 1991, the
      Planning and Compulsory Purchase Act 2004 and all statutes, regulations
      and orders included by virtue of clause 1.44 REFERENCES TO
    STATUTES.
		 
	1.39	‘the Premises’
		 
		1.39.1	Definition of ‘the Premises’
			 
			‘the Premises’ means all that part of the Fourth floor of the
      Building shown edged red on the Plan.
		 
		1.39.2	Interpretation of ‘the Premises’
			 
			The expression ‘the Premises’ includes
		 
		1.39.2.1	the floor and ceiling finishes, but not any other part of the floor
      slabs and ceiling slabs that bound the Premises,
		                    	
		1.39.2.2	the inner half severed medially of the internal non-loadbearing
      walls that divide the Premises from any other premises,
				  
		1.39.2.3	the interior plaster and decorative
      finishes of all walls bounding the Premises,
			 
		1.39.2.4	the doors and door frames together with the internal faces of the
      windows and window frames at the Premises,
			 
		1.39.2.5	all additions and improvements to the Premises,
			 
		1.39.2.6	all the landlord’s fixtures and fittings and fixtures of every kind
      that are from time to time in or on the Premises and the Conduits
      exclusively sewing the Premises,
			 
		1.39.2.7	but excludes external windows and their frames and all external
      structural or loadbearing walls columns beams and supports (whether or not
      shown within the red edging on the Plan) all Plant and all tenant’s and
      trade fixtures and fittings,
			 
		Unless the contrary is expressly stated, ‘the Premises’ includes
      any part or parts of the Premises.
		 
	1.40	‘Landlord’s Furniture’
		 
		‘Landlord’s Furniture’ means the
      furniture listed in the inventory of office furniture annexed
      hereto.
		 
	1.41	References to clauses and schedules
	 	
		Any reference in this document to a clause, paragraph or schedule
      without further designation is to be construed as a reference to the
      clause, paragraph or schedule of this document so
  numbered.


7







	1.42	References to rights of access
	                    	 
		References to any right
      of the Landlord to have access to the Premises are to be construed as
      extending to the Head Landlord and all other landlords of any superior
      interest and any mortgagee of the Premises where the headlease or mortgage
      or other lease grants such rights of access to the Head Landlord or other
      landlord or mortgagee and to all persons authorised in writing by the
      Landlord and any head landlord or other landlord or mortgagee, including
      agents, professional advisers, contractors, workmen and
  others.
		 
	1.43	References to statutes
		 
		Unless expressly stated
      to the contrary, any reference to a specific statute includes any
      statutory extension or modification, amendment or re-enactment of that
      statute and any regulations or orders made under it, and any general
      reference to a statute includes any regulations or orders made under that
      statute.
		 
	1.44	‘the
      Rent’
		 
		From and including the
      Rent Commencement Date ‘the Rent’ means the Initial Rent. ‘The Rent’ does
      not include the Insurance Rent and the Service Charge Rent, but the term
      ‘the Lease Rents’ means the Rent, the Insurance Rent and the Service
      Charge Rent.
		 
	1.45	‘the Rent
      Commencement Date’
		 
		‘The Rent Commencement
      Date’ means 15th June 2012
		  
	1.46	Rights
      exercisable by the Head Landlord and any mortgagee
		 
		To the extent that this
      is not already expressly provided for by this Sublease references to any
      right exercisable by the Landlord, or any right exercisable by the Tenant
      in common with the Landlord, is to be construed as including, where
      appropriate, reference to the exercise of the right by the Head Landlord
      and any mortgagee of the Premises or the landlord of any superior interest
      in the Premises and all persons authorised by the Landlord or the Head
      Landlord or mortgagee (including agents, professional advisers,
      contractors, workmen and others) or such other person in common with all
      other persons having a like right.
		 
	1.47	‘the
      Service Charge’
		 
		‘the Service
      Charge’ means the Service Charge and Interim Service Charge as defined in
      the Headlease.
		  
	1.48	‘the
      Service Charge Rent’
		 
		‘the Service
      Charge Rent’ means the amount payable by the Tenant pursuant to clause 2.3
      in respect of the Service Charge
		  
	1.49	‘the
      Services’
		 
		‘the
      Services’ shall have the same meaning as in the Headlease.
		 
	1.50	‘the
      Surveyor’
		 
		
      ‘the Surveyor’ means any suitably
      qualified person or firm appointed by the Landlord who shall act in a professional manner. The Surveyor may be
      an employee of the Landlord or a company that is a member of the same
      group as the Landlord within the meaning of the 1954 Act Section 42. The expression ‘the Surveyor’ includes
      the person or firm appointed by the Landlord to collect the Lease Rents.



8







	1.51	‘Schedule of Condition’
	                    	  
		‘Schedule of Condition
      means the schedule of condition attached hereto
	  
	1.52	Terms
      from the 1995 Act
	 
		Where the expressions
      ‘landlord covenants’, ‘tenant covenants’, or ‘authorised guarantee
      agreement’ are used in this Sublease they are to have the same meaning as
      is given by the 1995 Act Section 28(1).
		 
	1.53	‘Uninsured Risks’
	 
		Uninsured Risks shall
      have the same meaning as in the Headlease.
	 
	1.54	‘VAT’
	 
		‘VAT’ means value added
      tax or any other tax of a similar nature and unless otherwise expressly
      stated all references to rents or other sums payable by the Tenant are
      exclusive of VAT.
		 
	1.55	‘the
      Service Charge Cap’
	 
		‘the Service Charge
      Cap’ means:-
	 
		(a)	for the period
      commencing on and including the date of commencement of the Term until the
      expiry of the Accounting Period (as defined in the Headlease) ending in
      2012, the sum of £175662.50 per annum apportioned on a daily basis as to
      any period of less than one year; and
		                    	 
		(b)	for each subsequent
      Accounting Period (but apportioned on a daily basis as to any such
      Accounting Period as is less than one year) the annual sum being the
      greater of:
			  
			(i)	£175662.50                                                                      ; and
				  
			(ii) 	the sum calculated in
      accordance with the following formula
	  
			SCC
      = S x
      A
             B
			  
			where:
	  
			SCC = the Service
      Charge Cap for the relevant Accounting Period
	 
			S =
	 
			A = the figure shown in
      the All-items Retail Prices Index published by the Office for the National
      Statistics (or any successor ministry or government department) (“the
      Index”) for the month immediately preceding the commencement of the
      relevant Accounting Period
		 	
			B = the figure of the
      Index for the month of December 2011
	 
			Provided always
      that:


9







		(c)	if the
      reference base used to compile the Index shall change after the date of
      this Sublease the figure taken to be shown in the Index after the change
      shall be the figure which would have been shown in the Index if the
      reference base current at the date of this Sublease had been
      retained;
		                    	
		(d)	if it
      becomes impossible by reason of any change after the date of this Sublease
      in the method used to compile the index for any reason whatsoever to
      calculate A by reference to the Index or if any dispute or question
      whatever shall arise with respect to the amount of the Service Charge Cap
      or the construction or effect of this definition clause the determination
      of the Service Charge Cap or other matter in dispute shall be determined
      by an arbitrator to be appointed either by agreement between the Landlord
      and the Tenant or in the absence of agreement by the President for the
      time being of the Royal Institution of Chartered Surveyors (or his duly
      appointed deputy or any person authorised by him to make appointments on
      his behalf) on the application of either the Landlord or the Tenant
      being deemed to be a submission to arbitration within the meaning of the
      Arbitration Act 1996 who shall have full power to determine on such dates
      as he shall deem apposite what would have been the change (whether an
      increase or a decrease) in the Index had it continued on the basis and
      in view of the information assumed to be available for the operation of
      the Service Charge Cap or (if that determination shall also be impossible) shall determine a reasonable Service Charge Cap for the Premises on
      such dates having regard to the purposes and intent of the provisions of
      this definition clause for the review of the Service Charge Cap provided
      that the fees of such person including the cost of his appointment shall
      be borne equally by the Landlord and Tenant.
			 
	2	DEMISE
		 
	                    	The Landlord lets the Premises to the Tenant with full title
      guarantee, together with the rights specified in schedule 1 THE RIGHTS
      GRANTED but excepting and reserving to the Landlord and the Head Landlord
      the rights specified in schedule 2 THE RIGHTS RESERVED, to hold the
      Premises to the Tenant for the Term, subject to all rights, easements and
      privileges reserved to the Head Landlord by and the restrictions, covenants
      and stipulations contained in the Headlease and any matters contained or
      referred to in schedule 4 THE SUBJECTIONS, yielding and
      paying to the Landlord


10







	2.1	the Rent, without any
      deduction or set-off, by equal quarterly payments in advance on the usual
      quarter days in every year and proportionately for any period of less than
      a year, the first such payment, a proportionate sum in respect of the
      period from and including the Rent Commencement Date to and including the
      day before the quarter day next after the Rent Commencement Date to be
      paid on the date of this document, and
	                    	 
	2.2	by way of further rent,
      a fair and proper proportion reasonably attributable to the Premises to be
      determined by the Surveyor of the Insurance Rent, payable within 10 days
      of written demand in accordance with clause 7.2 PAYMENT OF THE INSURANCE
      RENT, and
	  
	2.3	by way of further rent,
      a fair and proper proportion reasonably attributable to the Premises to be
      determined by the Surveyor of the Service Charge, (including any sums
      payable on account or by way of adjustment) within 14 days of written
      demand as and when the same becomes due from the Landlord to the Head
      Landlord in accordance with the terms of the Headlease, the first such
      payment, being a proportionate on account sum in respect of the period
      from and including the date of commencement of the term to and including
      the day before the quarter day next hereafter, to be paid on the date of
      this document provided that the total amount payable by the Tenant in any
      Accounting Period under this clause 2.3 (excluding any payment or costs in
      respect of utilities whether in or relating to the Premises or the Common
      Parts) net of VAT shall not exceed the Service Charge Cap,
and
	  
	2.4	at the same time as the
      sum on which it is charged any VAT which may be properly chargeable on any
      of the Lease Rents or other sums reserved or chargeable under this
      Lease.
	 
	3	THE TENANT’S COVENANTS
	 
		The Tenant covenants
      with the Landlord to observe and perform the requirements of this clause
      3.
	 
	3.1	Rent
	 
		3.1.1	Payment of the Lease
      Rents
		                    	 
			The Tenant must pay the Lease
      Rents on the days and in the manner set out in this Sublease, and must not
      exercise or seek to exercise any right or claim to withhold rent, or any
      right or claim to legal or equitable set-off (save as required by
      law).
	 
		3.1.2	Payment by banker’s
      order
	 
			If so required in writing by the
      Landlord, the Tenant must pay the Lease Rents by banker’s order or credit
      transfer to any bank and account in the United Kingdom that the Landlord
      nominates in writing from time to time giving the Tenant not less than 21
      days notice.
	 
	3.2	Outgoings
      and VAT
	 
		3.2.1	Outgoings exclusive to the
      Premises
	  
			The Tenant must pay, and must
      indemnify the Landlord against


11







		3.2.1.1 	
      all rates, taxes, assessments,
      duties, charges, impositions and outgoings that are now or may at any time
      during the Term be properly charged, assessed or imposed upon the Premises
      or on the owner or occupier of them, excluding any payable by the Landlord or Head Landlord occasioned by receipt of
      the Lease Rents or by any disposition of or
      dealing with the reversion to this Sublease provided that if the
      Landlord suffers any loss of rating relief
      that may be applicable to empty premises after the end of the Term because
      the relief has been allowed to the Tenant in respect of any period before the end of the Term then the Tenant
      must make good such loss to the Landlord,
      and 

		                    	  
		3.2.1.2	all VAT that may from time to
      time be properly charged on the Lease Rents or other sums payable by the
      Tenant under this Sublease on receipt of a valid VAT invoice from the
      Landlord addressed to the Tenant, and
			 
		3.2.1.3	all VAT incurred in relation to
      any costs that the Tenant is obliged to pay or in respect of which he is
      required to indemnify the Landlord or the Head Landlord under the terms of
      this Sublease, save where such VAT is recovered or set off by the Landlord
      or the Head Landlord as input tax.
	 
		3.2.2	Outgoings assessed on
      the Premises and of other property
	 
			The Tenant must pay, and must
      indemnify the Landlord against, the proportion reasonably attributable to
      the Premises to be determined from time to time by the Surveyor, of all
      rates, taxes, assessments, duties, charges, impositions and outgoings that
      are now or at any time during the Term may be charged, assessed or imposed
      on the Premises together with any other property, including any adjoining
      property of the Landlord, or on their owners or occupiers excluding any
      payable by the Landlord or Head Landlord occasioned by receipt of the
      Lease Rents or by any disposition of or dealing with the reversion to this
      Sublease.
	 
	3.3	Cost of
      services consumed
	                    	 
		3.3.1	The Tenant must pay to the
      suppliers, and indemnify the Landlord and the Head Landlord against, all
      proper charges for, water, gas, telecommunications and other services
      consumed or used at or in relation to the Premises by the Tenant or any
      other permitted occupier, including meter rents and standing charges, and
      must comply with the lawful requirements and regulations of their
      respective suppliers.
	 
		3.3.2	The Tenant must pay to the
      Landlord within 14 days of written demand the proportion reasonably and
      properly attributable to the Premises to be determined from time to time
      by the Surveyor, of the electricity consumed on the fourth floor of the
      Building.
	 
	3.4	Repair,
      cleaning and decoration
	 
		3.4.1	Repair of the
      Premises
	 
			Subject to the provisions of
      clause 3.4.8 the Tenant must keep the Premises (including for the
      avoidance of doubt the landlord’s fixtures and fittings) in good and
      substantial repair and condition, except for damage caused by one or more
      of the Insured Risks or Uninsured Risks save to the extent that the
      insurance money is irrecoverable due to any act or default of the Tenant
      or anyone at the Premises expressly or by implication with its authority
      and furthermore save that the Tenant shall not be obliged to put the
      Premises into any better state and condition than the condition as at the
      date hereof as evidenced by the Schedule of Condition.


12






		3.4.2	Replacement of landlord’s
      fixtures
	                   
      	                   
      	 
			The Tenant must replace from time
      to time any landlord’s fixtures and fittings in the Premises that are
      beyond repair at any time during or at the end of the Term damage by
      lnsured Risks or Uninsured Risks excepted save to the extent that the
      insurance money is irrecoverable due to any act or default of the Tenant
      or anyone at the Premises expressly or by implication with its
      authority.
		   
		3.4.3	Cleaning and
      tidying
		  
			The Tenant must keep the Premises
      clean and tidy and clear of all rubbish.
		  
		3.4.4	Maintenance
		  
			3.4.4.1	To keep the Conduits which solely
      serve the Premises clear and unobstructed and in good and proper working
      order.
		 	               
          	
			3.4.4.2	To comply with all requirements
      and regulations of the statutory authorities or other supply companies
      with regard to any such Conduits and other equipment solely serving the
      Premises and to keep all such equipment in good repair and working order
      at all times.
		  
			3.4.4.3	Not without the Landlord’s
      written consent (which consent shall not be unreasonably withheld or
      delayed) to carry out any work or to make any alteration or extension to
      any such Conduits apparatus systems or other equipment as is referred to
      in clause 3.4.4.2.
		  
			3.4.4.4	To comply with the requirements
      and data contained in all maintenance manuals provided to the Tenant
      relating to the constituent parts of the Premises and relating to plant
      and machinery therein.
		  
			3.4.4.5	To clean the windows (excluding
      the outside of any external windows) and other lights and any glass in the
      doors of the Premises as often as reasonably necessary.
		  
		3.4.5	Repair on
      Notice
		  
			3.4.5.1	To make good with all reasonably
      practicable speed any failure to repair maintain or decorate the Premises
      for which the Tenant is liable and of which the Landlord has given notice
      in writing starting the necessary work as soon as is realistically
      practicable after the Landlord’s notice and then proceeding diligently and
      without interruption.


13









	                   
                         
      	3.4.5.2	If the Tenant does not comply
      with clause 3.4.5.1 within 2 months of the date of the notice (or sooner
      in an emergency)
		                   
      	                   
      	
			(i)	to allow the Landlord to enter
      the Premises and make good any such failure to repair maintain or
      decorate; and
		  
			(ii)	to pay within 14 days of written
      demand the proper costs of doing so (including fees) together with
      Interest thereon from the date of expenditure to the date of payment such
      sums being recoverable either as a debt or as rent in arrears at the
      option of the Landlord.



		
      3.4.6 
	Decoration
		 	
		
      In the last 3 months of the Term
      the Tenant must redecorate the Premises in a good and workmanlike manner,
      with appropriate materials of good quality, to the reasonable satisfaction
      of the Surveyor, any change in the tints,
      colours and patterns of the decoration in the last year of the Term to be approved by the Landlord, whose
      approval may not be unreasonably withheld
      or delayed, and the Head Landlord. 

		 
		3.4.7	
      Landlord’s
      Furniture

		 	
		The Tenant shall keep the
      Landlord’s Furniture in as good condition as at the date hereof as
      referred to in the Schedule of Condition (damage by fair wear and tear
      excepted) and shall replace any items of the Landlord’s Furniture which
      are beyond economic repair with new items of similar standard and quality
      at the Tenant’s expense 
		 
		3.4.8	Dilapidations
      Payment
			 
		At the end of the Term the
      Tenant shall pay to the Landlord the amount required to indemnify the
      Landlord against:-
		 
			3.4.8.1	the cost of any decoration or
      repair required to the Premises
			                   
      	
			3.4.8.2	the cost of cleaning carpets or
      replacing carpets
		 	
			3.4.8.3	the cost of any repairs to
      Landlord’s fixtures and fittings and the Landlord’s furniture (in each
      case other than those which are beyond economic repair which the Tenant
      shall be required to replace at its expense).
		 	 
				In every case so that the
      Premises and the Landlord’s fixtures and fittings are in no worse state
      and condition than as at the date hereof as shown in the Schedule of
      Condition
		 		 
	3.5	Waste and
    alterations
	                   
      	                   
      	 
		3.5.1	Waste, additions and
      alterations
			  
			The Tenant must not commit any waste, make
      any addition to the Premises, unite the Premises with any adjoining
      premises, or make any alteration to the Premises except as permitted by
      the provisions of this clause 3.5.


14








	                
       	3.5.2	Pre-conditions for alterations
		                   
      	
			The Tenant must not
      make any internal non-structural alterations to the Premises unless he
      first
		 
		3.5.2.1	obtains and
      complies (if applicable) with the necessary consents of the competent
      authorities and pays their charges for them,
		 
		3.5.2.2	makes an
      application to the Landlord and the Head Landlord for consent, supported
      by drawings and where appropriate a specification,
		 
		3.5.2.3	pays the reasonable
      and proper fees of the Landlord, the Head Landlord and their respective
      professional advisers,
		 
		3.5.2.4	enters into any
      covenants the Landlord or the Head Landlord reasonably deems necessary,
      and
		 
		3.5.2.5	obtains the consent
      of the Landlord, whose consent may not be unreasonably withheld or
      delayed, and of the Head Landlord in accordance with the terms of the
      Headlease.
		 
		3.5.3	Internal
      partitions
		 
			Without prejudice
      to the provisions of this clause 3.5, the Tenant may install and remove
      internal demountable partitioning, relocate electrical points and alter
      tenant’s light fittings without obtaining the Landlord’s and the Head
      Landlord’s consent provided that such works
			                   
      	
			3.5.3.1	do not affect
      directly or indirectly the efficient operation of the mechanical and
      electrical systems and/or the fire services in the
    Building,
		 
			3.5.3.2	do not overload the
      electrical devices at the Building,
		 
			3.5.3.3	do not invalidate
      any warranties which the Landlord benefits from in relation to such
      systems,
		 
			3.5.3.4	do not in any way
      adversely affect the Plant, and
		 
			3.5.3.5	are not detrimental
      to the external appearance of the Building,
		 
			Provided further
      that the Tenant:
		 
			3.5.3.5	notifies the
      Landlord of any works affecting the Plant and complies fully with all
      requirements of the Landlord and the Head Landlord in respect of any
      alteration which may affect the Plant and otherwise takes into account all
      representations made by the Landlord and the Head Landlord in relation to
      the carrying out of the works;
	 	
		 	3.5.3.6	gives the Landlord
      a plan and specification of the works within 20 working days of their
      completion; and


15







	 	                   
      	3.5.3.7	ensures that any disruption of
      services to the Building Common Parts and the Office Common Parts is kept
      to a minimum and that any damage caused is made good
  forthwith.
			                   
      	
	              
    	3.5.4	In the event that the Tenant
      shall carry out any alteration or addition to the Premises to notify the
      Landlord in writing as soon as reasonably practicable following completion
      of such works of any resulting increase in the reinstatement cost of the
      Premises for insurance purposes.
		 
		3.5.5	Removal of alterations
		  
			At the end of the Term,, the
      Tenant must;
		 
			3.5.5.1	remove any additional buildings,
      additions, alterations or improvements made to the Premises by the Tenant
      or any undertenant or other occupier and must make good any part of the
      Premises that is damaged by their removal; and
		 
			3.5.5.2	if required by the Landlord
      reinstate the Premises to the condition as at the date hereof such
      reinstatement to be carried out to the reasonable satisfaction of the
      Surveyor.
		 
		3.5.6	Connection to the
      Conduits
		 
		3.5.6.1	The Tenant must not make any
      connection with the Conduits except in accordance with plans and
      specifications approved by the Landlord, whose approval may not be
      unreasonably withheld or delayed, and by the Head Landlord, and subject to
      consent to make the connection having previously been obtained from the
      competent authority, undertaker or supplier provided that the Tenant
      (subject to any necessary consents required under clause 3.5.2) may
      install its own power supply to the Premises in addition to the existing
      power supply.
		 
		3.5.6.2	The Tenant must not damage nor
      interfere in any way with any of the Conduits passing under the Premises
      which serve any adjoining property of the Landlord.
		 
		3.5.7	In the event of the Tenant
      failing to observe the material covenants in this clause 3.5 it shall be
      lawful for the Landlord with all necessary materials and appliances to
      enter upon the Premises and remove any alterations or additions and
      execute such works as may be necessary to restore the Premises to its
      former state and the proper costs and expenses thereof (including
      surveyors’ and other professional fees) shall be paid by the Tenant to the
      Landlord within 14 days of written demand together with Interest thereon
      from the date of expenditure to the date of payment provided that if the
      Landlord exercises such right of entry it shall do so at reasonable hours
      and on reasonable written notice (save in case of emergency) causing as
      little damage as is reasonably practicable.


16







		3.5.8	Where the Tenant proposes to
      carry out any alteration permitted by this clause and which will require
      the use of the loading bays within the Building for the purpose of the
      delivery of materials and equipment then the Tenant must give to the
      Landlord and the Head Landlord not less than five working days’ prior
      notice in writing of such deliveries (or two working days’ notice in the
      case of minor use (which if the nature of such use is in doubt shall be
      determined by the Landlord acting reasonably)).
	 
		3.5.9	Notwithstanding the foregoing the
      Landlord or the Head Landlord shall be entitled to withhold its consent
      under this clause to any works proposed by the Tenant which would result
      in a tax charge being levied against the Landlord or the Head Landlord
      unless the Tenant underwrites such charge.
	 
	3.6	Signs and
      Notices
	                   
      	
		3.6.1	Not to display any branding
      material in the Premises so as to be visible from outside the
      Building.
		                   
      	
		3.6.2	Not to display any sign or
      advertisement on the outside of the Premises save for usual tenant’s
      signage displaying either the name of the Tenant or any one permitted
      occupier within the main reception of the Building in the house style and
      in the lift lobby immediately outside the entrance to the Premises to be
      approved by the Landlord such approval not to be unreasonably withheld or
      delayed.
	 
	3.7	Statutory
      obligations
	 
		3.7.1	General
      provision
	 
			The Tenant must comply in all
      respects with the requirements of any statutes, and any other obligations
      so applicable imposed by law or by any byelaws, applicable to the Premises
      or the trade or business for the time being carried on there.
	 
		3.7.2	Particular
      obligations
	 
			3.7.2.1	Works required by
      statute, department or authority
	 		                   
      	
				Without prejudice to the
      generality of clause 3.7.1, the Tenant must execute all works and provide
      and maintain all arrangements on or in respect of the Premises or the use
      to which they are being put that are required in order to comply with the
      requirements of any statute already or in the future to be passed, or the
      requirements of any government department, local authority or other public
      or competent authority or court of competent jurisdiction, regardless of
      whether the requirements are imposed on the owner, the occupier, or any
      other person.
	 
			3.7.2.2	Acts causing
      losses
	 
				Without prejudice to the
      generality of clause 3.7.1, the Tenant must not do in or near the Premises
      anything by reason of which the Landlord or the Head Landlord may incur
      any losses under any statute.
	 
			3.7.2.3	Construction (Design and
      Management) Regulations
				 
				Without prejudice to the generality of
      clause 3.7.1, the Tenant must comply with the provisions of the
      Construction (Design and Management) Regulations 1994 (‘the CDM
      Regulations’), in relation to the Premises be the only client, as defined
      in the provisions of the CDM Regulations, fulfil, in relation to all and
      any works carried out to the Premises, all the obligations of the client
      as set out in or reasonably to be inferred from the CDM Regulations, and
      make a declaration to that effect to the Health and Safety Executive in
      accordance with the Approved Code of Practice published from time to time
      by the Health and Safety Executive in relation to the CDM
      Regulations.


17







	                          
          	3.7.2.4	Delivery of health and safety
      files
		                   
      	
			At the end of the Term, the Tenant must with all
      reasonable speed deliver to the Landlord or to the Head Landlord (if so
      required by the Landlord or the Head Landlord) any and all health and
      safety files relating to the Premises in accordance with the CDM
      Regulations.
		 


	3.8	Entry to inspect and
      notice to repair
	                   
      	 
		3.8.1	Entry and notice 
		  
                       
      	
			The Tenant must permit the
      Landlord and the Head Landlord on not less than 48 hours’ written notice
      during normal business hours except in emergency to enter the
      Premises
	 
		3.8.1.1	to ascertain whether or not the
      covenants and conditions of this Sublease have been observed and
      performed,
	 
		3.8.1.2	to view the state of repair and
      condition of the Premises, and to open up floors and other parts of the
      Premises where that is reasonably necessary in order to do
so,
	 
		3.8.1.3	to repair maintain alter or clean
      any part of the Building,
	 
		3.8.1.4	to repair maintain clean alter
      replace or add any Conduits which serve any part of the
  Building,
	 
		3.8.1.5	to comply with any of its
      obligations under this Sublease the Headlease or a superior lease of the
      Premises or any part of the Building, and/or
	 
		3.8.1.6	to give to the Tenant, or
      notwithstanding clause 10.7 NOTICES leave on the Premises, a notice (‘a
      notice to repair’) specifying the works required to remedy any breach of
      the Tenant’s obligations in this Sublease as to the repair and condition
      of the Premises.
	 
			Provided that this right is
      subject to the Landlord and/or the other persons entering into the
      Premises:-
	 		                   
      	
			(a)	causing as little inconvenience as
      reasonably possible to the Tenant, any undertenant or any other lawful
      occupier or their respective servants, agents, licensees, invitees or
      visitors,


18







	  		(b)	with all reasonable speed making
      good all damage occasioned in the exercise of such right of entry to the
      Premises and to the Tenant’s fixtures, fittings and equipment to the
      reasonable satisfaction of the Tenant, and
		 	                   
      	
			(c)	only opening up floors and other
      parts of the Premises where the works or other purposes cannot reasonably
      be carried out by the Landlord without such access.
		 
		3.8.1.7	in the last 3 months of the Term
      with or without other persons in relation to marketing the
    Premises.
		 
	          
           	3.8.2	Works to be carried
      out
		 
		                   
      	The Tenant must carry out the
      works specified in a notice to repair as soon as reasonably practicable,
      including making good any opening up that revealed a breach of the tenant
      covenants of this Sublease.
		 
		3.8.3	Landlords’ power in
      default
		 
			If within 2 months of the service
      of a notice to repair the Tenant has not started to execute the work
      referred to in that notice, or is not proceeding diligently with it, or if
      the Tenant fails to finish the work within a reasonable period of time, or
      if in the Landlord’s or Head Landlord’s reasonable opinion the Tenant is
      unlikely to finish the work within that period, the Tenant must permit the
      Landlord or the Head Landlord to enter the Premises to execute the
      outstanding work, and must within 14 days of a written demand pay to the
      Landlord or the Head Landlord (as the case may be) the proper cost of so
      doing and all expenses properly incurred by the Landlord or the Head
      Landlord (as the case may be), including reasonable and proper legal costs
      and surveyor’s fees.
		 


	3.9	Alienation
	                   
      	 
		3.9.1	
		 	
			3.9.1.1	Alienation
      prohibited
		 	                   
      	
				The Tenant must not hold the
      Premises on trust for another. The Tenant must not part with possession of
      the Premises or any part of the Premises or permit another to occupy them
      or any part of them except pursuant to a transaction permitted by and
      effected in accordance with the provisions of this Sublease.
	 
			3.9.1.2	Assignment, subletting and
      charging of part
	 			
				The Tenant must not assign, sublet or charge part
    only of the Premises.
	 
		3.9.2	Assignment of the
      whole
	 
		                   
      	Subject to clauses 3.9.3 CIRCUMSTANCES
    and 3.9.4 CONDITIONS, the Tenant must not assign the whole of the Premises without the consent of the Landlord, whose consent
    may not be unreasonably withheld or delayed, and of the Head Landlord in accordance with the terms of the Headlease.


19







	                   
      	3.9.3	
      Circumstances
      

		                   
      	  
			If any of the following
      circumstances which are specified for the purposes of the Landlord and
      Tenant Act 1927 Section 19(1A) applies either at the date when application for consent to assign is made to the
      Landlord, or after that date but before the Landlord’s consent is given,
      the Landlord may withhold his consent and if, after the Landlord’s consent
      has been given but before the assignment has taken place, any such
      circumstances apply, the Landlord may revoke his consent, whether his
      consent is expressly subject to a condition as referred to in clause
      3.9.5.4 CONDITIONS or not. The
      circumstances are
	   
		3.9.3.1	that any sum properly due from the Tenant
      under this Sublease remains unpaid unless the
      subject of a bona fide dispute,
	 		  
		3.9.3.2	that in the Landlord’s reasonable
      opinion the assignee is not of sufficient financial standing to be able to comply with the tenant covenants of this
      Sublease and to continue to be able to
      comply with them following the assignment,
	  
		3.9.3.3	that the assignee is reasonably considered
      by the Landlord to be a competitor of the
      Landlord,
	  
		3.9.3.4	that the assignee would have the
      right to claim diplomatic immunity or exemption in relation to the observance and performance of the covenants and
      conditions of and contained in the sublease
			 
		3.9.4	Conditions
			 
			The Landlord may impose any or all of the
      following conditions which are specified for the purposes of the Landlord
      and Tenant Act 1927 Section 19(1A) on giving any consent for an assignment
      by the Tenant, and any such consent is to be treated as being subject to each of the following
    conditions
			 
		3.9.4.1	a condition that on or before any assignment
      and before giving occupation to the assignee, the Tenant
      requesting consent to assign, together with any former tenant who by virtue of the 1995 Act Section 11 was not released on an
      earlier assignment of this Sublease, must enter into an authorised
      guarantee agreement in favour of the Landlord in
      the terms set out in schedule 5 THE AUTHORISED GUARANTEE AGREEMENT,
			 
		3.9.4.2	a condition that on or before any assignment
      and before occupation is given to the assignee, the
      assignee must enter into a direct covenant with the Head Landlord that
      while he is bound by the tenant covenants of this Sublease the assignee
      will observe and perform the tenant covenants
      contained in the Headlease in so far as they
      relate to the Premises except the covenant to pay the rents reserved by the
      Headlease,
			 
		3.9.4.3	a condition that if reasonably so required
      by the Landlord on an assignment to a limited company, the assignee must
      ensure that at least 2 directors
      of the company, or such other guarantor or no more
      than two guarantors reasonably acceptable to the Landlord, enter into
      direct covenants with the Landlord in the form of the guarantor’s
      covenants contained in clause 8 GUARANTEE PROVISIONS with
      ‘the Assignee’ substituted for ‘the Tenant’,
  and



20







	                   
      	3.9.4.4	a condition that if, at any time before the
      assignment, the circumstances specified in clause
      3.9.4 CIRCUMSTANCES, or any of them, apply, the Landlord may revoke the
      consent by written notice to the Tenant.
		                   
      	
		3.9.5	Charging of the
      whole
			  
	 		The Tenant must not charge the whole of the
      Premises without the consent of the Landlord, whose consent may not be
      unreasonably withheld or delayed, and of the Head Landlord in accordance
      with the terms of the Headlease.
			  
		3.9.6	Subletting
			  
			
      The Tenant must not sublet the
      whole of the Premises without the consent of the Landlord, whose consent
      may not be unreasonably withheld or delayed, and of the Head Landlord in
      accordance with the terms of the Headlease nor in any case to an
      underlessee who would have the right to claim diplomatic immunity or
      exemption in relation to the observance and performance of the covenants
      and conditions of and contained in the underlease or to an underlessee
      reasonably considered by the Landlord to be a competitor of the Landlord.
      

	    
		3.9.7	
      Terms of a
      permitted sublease 

			  
			
      Every permitted sublease must be
      granted, without a fine or premium, at a rent not less than the then full
      open market rent payable in respect of the Premises to be approved by the
      Landlord and the Head Landlord (such approval in the case of the Landlord
      not to be unreasonably withheld or delayed) before the sublease is
      granted, to be payable in advance on the days on which the Rent is payable
      under this Sublease. Every permitted sublease must contain provisions
      approved by the Landlord and the Head
      Landlord such approval not to be unreasonably withheld or delayed,
      

	    
		3.9.7.1	
      prohibiting the subtenant from
      doing or allowing anything in relation to the Premises inconsistent with or in breach of the provisions of this
      Sublease, 

			  
		3.9.7.2	for re-entry by the sublandlord on breach of
      any covenant by the subtenant,
			   
		3.9.7.3	imposing an absolute prohibition against all
      dealings with the Premises other than assignment,
      subletting or charging of the whole,
			  
		3.9.7.4	prohibiting assignment, subletting or
      charging of the whole of the Premises without the
      consent of the Landlord and the Head Landlord not to be unreasonably
      withheld or delayed in the case of the Landlord,
			  
		3.9.7.5	requiring the assignee on any assignment of
      the sublease to enter into direct covenants with
      the Landlord and the Head Landlord to the same effect as those
      contained in clause 3.9.8 SUBTENANT’S
      DIRECT COVENANTS,
			  
		3.9.7.6	requiring on each assignment of the sublease
      that the assignor enters into an authorised
      guarantee agreement in favour of the Landlord in the terms set out in
      schedule 6 THE AUTHORISED GUARANTEE AGREEMENT but adapted to suit
      the circumstances in which the guarantee is
      given,



21







	                   
      	3.9.7.7	prohibiting the subtenant from holding on
      trust for another or permitting another to share
      or occupy the whole or any part of the Premises (save for a group company
      of the subtenant in accordance with the provisions of Clause
      3.9.12),
		                   
      	
		3.9.7.8	imposing in relation to any permitted
      assignment, subletting or charge the same obligations for registration
      with the Landlord and the Head Landlord as are contained in this Sublease
      in relation to dispositions by the Tenant,
			   
		3.9.7.9	
      imposing in relation to any
      permitted subletting the same obligations as are contained in this clause
      3.9.7 and in clause 3.9.8 SUBTENANT’S DIRECT COVENANTS, in clause 3.8.10 ENFORCEMENT OF THE SUBLEASE,
      and

	     
		3.9.7.10	
      excluding the provisions of
      Sections 24-28 of the 1954 Act from the letting created by the sublease.

	     
		3.9.8	
      Subtenant’s direct
      covenants 

			 
			
      Before any permitted subletting,
      the Tenant must ensure that the subtenant enters into a direct covenant
      with the Landlord and the Head Landlord that while he is bound by the
      tenant covenants of the sublease the subtenant will observe and perform the tenant covenants contained in this Sublease
      and in the Headlease so far as they relate to the Premises except the
      covenant to pay the rents reserved by this
      Sublease and by the Headlease.

			   
		3.9.9	
      Requirement for 1954 Act
      exclusion 

			 
			The Tenant must not grant a sublease or
      permit a subtenant to occupy the Premises unless an effective agreement
      has been made to exclude the operation of Sections 24 to 28 of the 1954
      Act pursuant to Section 38A of the 1954 Act.
			    
		3.9.10	
      Enforcement, waiver and
      variation of subleases 

			   
			In relation to any permitted sublease so far
      as material to the Landlord, the Tenant must enforce the performance and
      observance by every subtenant of the provisions of the sublease, and must
      not at any time either expressly or by implication
      waive any breach of the covenants or conditions on the part of any
      subtenant or assignee of any sublease nor without the consent of the
      Landlord, whose consent may not be
      unreasonably withheld or delayed, and of the Head Landlord in accordance
      with the terms of the Headlease, vary the terms of any permitted
      sublease.
			   
		3.9.11	
      Registration of permitted
      dealings 

			  
			Within 28 days of any assignment, charge,
      sublease, or any transmission or other devolution
      relating to the Premises, the Tenant must produce a certified copy of any
      relevant document for registration with the Landlord’s solicitor and with
      the Head Landlord’s solicitor, and must pay
      the Landlord’s solicitor’s reasonable charges for registration of £50 plus VAT together with any
      reasonable and proper charges payable to the Head Landlord’s solicitor in
      accordance with the terms of the
Headlease.



22







		3.9.12	Sharing with a group
      company
		  
			Notwithstanding clause 3.9.1
      ALIENATION PROHIBITED, the Tenant may share the occupation of the whole or
      any part of the Premises with a company that is a member of the same group
      as the Tenant within the meaning of the 1954 Act Section 42 (for so long
      as both companies remain members of that group and otherwise than in a
      manner that transfers or creates a legal estate or other relationship of
      landlord and tenant) and for so long as the company is reasonably
      considered by the Landlord not to be a competitor of the Landlord) and the
      right of any company to share occupation of the Premises or any part or
      parts thereof as aforesaid shall forthwith determine upon such company
      ceasing to be a group company or upon the Tenant ceasing to be in
      occupation of the Premises or upon the termination of this Sublease
      (whichever shall be the earliest). The Tenant shall keep the Landlord
      promptly informed of the identity of all occupiers and the basis of their
      occupation of the Premises and in particular will within 14 days give
      details to the Landlord of any change in the identity of any
      occupier
		  
	                   
      	3.9.13	Upon every application for
      consent required by sub-clause 3.9 to disclose to the Landlord such
      information as to the terms proposed by the Tenant as the landlord may
      reasonably require and whenever reasonably required by the Landlord within
      a reasonable time period to provide in writing full details of the actual
      occupation of the Premises.
		                   
      	


	3.10	Nuisance and residential
      restrictions
	                   
      	  
		3.10.1	Nuisance
		                   
      	
			The Tenant must not do anything
      on the Premises, or allow anything to remain on them that may be or become
      or cause a nuisance, material disturbance, injury or damage to the
      Landlord or his tenants or to the Head Landlord or his tenants or to the
      owners or occupiers of any adjoining property of the Landlord or any other
      adjacent or neighbouring premises.
	  
		3.10.2	Auctions, trades and
      immoral purposes
	  
			The Tenant must not use the
      Premises for any auction sale, any dangerous, noxious, noisy or offensive
      trade, business, manufacture or occupation, or any illegal or immoral act
      or purpose.
	  
		3.10.3	Residential use,
      sleeping and animals
	 
			The Tenant must not use the
      Premises as sleeping accommodation or for residential purposes, or keep
      any animal, bird or reptile on them.
	 
	3.11	Costs of applications,
      notices and recovery of arrears
	 
		The Tenant must pay to the
      Landlord, and where appropriate to the Head Landlord, all reasonable and
      proper costs, fees, charges, disbursements and expenses including, without
      prejudice to the generality of the above, those properly payable to
      counsel, solicitors, surveyors and bailiffs properly incurred by the
      Landlord and where appropriate by the Head Landlord, in relation to or
      incidental to


23







	3.11.1	every application made by the
      Tenant for a consent or licence required by the provisions of this
      Sublease, whether it is granted, lawfully refused or offered subject to
      any lawful qualification or condition, or the application is withdrawn by
      the Tenant, (save where consent has been unlawfully withheld by the
      Landlord or any other Head Landlord),
	                   
      	
	3.11.2	the preparation and service of a
      notice under the Law of Property Act 1925 Section 146, or by reason of
      proceedings under Sections 146 or 147 of that Act, even if forfeiture is
      avoided otherwise than by relief granted by the court,
	 
	3.11.3	the recovery or attempted
      recovery of arrears of rent or other sums properly due under this
      Sublease, and
	 
	3.11.4	any steps taken in connection
      with the preparation and service of a schedule of dilapidations during or
      within 3 months after the end of the Term (but relating in all cases to
      dilapidations arising during the Term.
	 
	3.12	Planning and
      development
	 
		3.12.1	Compliance with the
      Planning Acts
	 	                   
      	
			The Tenant must observe and
      comply with the provisions and requirements of the Planning Acts affecting
      the Premises and their use, and must indemnify the Landlord and the Head
      Landlord, and keep them indemnified, both during the Term and following
      the end of it, against all losses in respect of any contravention of those
      Acts by the Tenant or any underlessee or other occupier of the
      Premises.
	 
		3.12.2	Consent for
      applications
	 
			The Tenant must not make any
      application for planning permission without the consent of the Landlord
      and of the Head Landlord, whose consent may not be unreasonably withheld
      or delayed and in the event of the Landlord or the Head Landlord attaching
      any reasonable conditions to such consent not to apply for any planning
      permission save in accordance with those conditions.
	 
		3.12.3	Permissions
      and notices
	 
			The Tenant must at his expense
      obtain any planning permissions and serve any notices that may be required
      to carry out any development on or at the Premises.
	 
		3.12.4	Charges and
      levies
	 
			Subject only to any statutory
      direction to the contrary, the Tenant must pay and satisfy any charge or
      levy that may subsequently be imposed under the Planning Acts in respect
      of the carrying out or maintenance of any development on or at the
      Premises by the Tenant.
	 
		3.12.5	Pre-conditions for
      development
	 
			Notwithstanding any consent that
      may be granted by the Landlord or the Head Landlord under this Sublease,
      the Tenant must not carry out any development on or at the Premises until
      all necessary notices under the Planning Acts have been sewed and copies
      produced to the Landlord and the Head Landlord, all necessary permissions under the
      Planning Acts have been obtained and produced to the Landlord and the Head Landlord, and the
      Landlord and the Head Landlord have acknowledged that every necessary
      planning permission is acceptable to them, such acknowledgement not to be unreasonably
      withheld or delayed. The Landlord or the Head Landlord may refuse to
      acknowledge his acceptance of a planning permission on the grounds that
      any condition contained in it or anything omitted from it or the period
      referred to in it would be, or be likely to be, in their reasonable
      opinion prejudicial to the Landlord or to the Head Landlord or to their
      respective reversionary interests in the Premises whether during or
      following the end of the Term. 


24






	 	
      3.12.6
	Completion of development
	 	 	 
	 	 	
      Where a condition of
      any planning permission granted for development begun before the end of
      the Term requires works to be carried out to the Premises by a date after
      the end of the Term, the Tenant must, unless the Landlord or the Head
      Landlord directs otherwise, finish those works before the end of the Term.
      

	 	 	 
	 	
      3.12.7
	
      Security
      for compliance with conditions

	 	 	 
	 	 	
      In any case where a
      planning permission is granted subject to conditions, and if the Landlord
      or the Head Landlord reasonably so requires, the Tenant must provide
      sufficient security for his compliance with the conditions and must not
      implement the planning permission until the security has been
      provided.

	 	 	 
	
      3.13
	
      3.12.8
	
      Plans,
      documents and information 

	                   
      	                    
      	 
	
      3.14
	
      Indemnities

	 	 	 
	 	
      The Tenant must keep
      the Landlord fully indemnified against all losses arising out of any act,
      omission or negligence of the Tenant, or any persons at the Building
      expressly or impliedly with its
      authority, or any breach or non-observance by the Tenant of the Tenant
      covenants in this Sublease
      provided that in relation to the subject matter of the indemnity:
      

      (a) the Landlord
      shall give written notice to the Tenant of such matter as soon as
      reasonably practicable after the Landlord becomes aware of it;

      (b) the Landlord
      shall not settle or comprise such matter without the approval of the
      Tenant (such approval not to be unreasonably withheld or
      delayed);

      (c) the Landlord
      shall take into account and pay due regard to any representations the
      Tenant may make about such matter; and

      (d) the Landlord shall use
      reasonable endeavours to mitigate any liability which is the subject
      matter of this indemnity at the request and reasonable cost of the Tenant
      

	 	 
	
      3.15
	
      Obstruction
      and encroachment 

	 	 
	 	
      3.15.1
	
      Obstruction of windows 

	 	                   
      	 
			
      The Tenant must not
      stop up, darken or obstruct any window or light belonging to the Premises.




25








		
      3.15.2
	
      Encroachments
      

	 	                   
      	 
			
      The Tenant must take
      reasonable steps to prevent the construction of any new window, light,
      opening, doorway, path, passage, pipe or the making of any encroachment or
      the acquisition of any easement in relation to the Premises and must
      notify the Landlord and the Head Landlord as soon as becoming aware if any
      such thing is constructed,
      encroachment is made or easement acquired, or if any attempt is made to
      construct such a thing, encroach or acquire an easement. At the reasonable
      request and at the cost of the Landlord or the Head Landlord the Tenant
      must adopt such means as are reasonably required to prevent the
      construction of such a thing,
      the making of any encroachment or the acquisition of any easement.
      

	 	 	 
	
      3.16
	
      Yielding
      up

	                   
      	 
		
      At the end of the
      Term the Tenant must yield up the Premises with vacant possession, (and
      with the Landlord’s Furniture) decorated and repaired in accordance with
      and in the condition required by the provisions of this Sublease, give up
      all keys of the Premises to the Landlord, remove tenant’s fixtures and fittings, and
      remove all signs erected by the Tenant or any of his predecessors in title
      in, on or near the Premises, immediately making good any physical
      damage caused by their removal.
      

	 	 
	
      3.17
	
      Interest on
      arrears

	 	 
		
      The Tenant must pay
      interest on any of the Lease Rents or other sums properly due under
      this Sublease that are not paid
      within 14 days of the date due, (in the case of the Rent whether formally demanded or not), to be
      recoverable as rent. Nothing in this clause entitles the Tenant to
      withhold or delay any payment of the Lease Rents or any other sum due
      under this Sublease or affects
      the rights of the Landlord in relation to any non-payment.
  

	 	 
	
      3.18
	
      Statutory
      notices

	 	 
		
      The Tenant must give
      full particulars to the Landlord and the Head Landlord of any notice,
      direction, order or proposal relating to the Premises made, given or
      issued to the Tenant by any government department or local, public,
      regulatory or other authority or court as soon as reasonably practicable
      and in any event within 14 days of receipt, and if so reasonably requested
      by the Landlord or the Head Landlord must produce it to the Landlord or
      the Head Landlord as
      appropriate. The Tenant must without delay take all steps reasonably
      necessary to comply with the notice, direction or order. At the reasonable
      request and cost of the Landlord or the Head Landlord, the Tenant must make or join with
      the Landlord or the Head Landlord in making any objection or representation the Landlord or
      the Head Landlord reasonably
      deems expedient against or in respect of any notice, direction, order or
      proposal. 

	 	 
	
      3.19
	
      Defective
      premises

	 	 
		
      The Tenant must give
      notice to the Landlord and the Head Landlord upon becoming aware of
      any defect in the Premises that
      might give rise to an obligation on the Landlord or the Head Landlord to do or refrain from doing anything in order to comply
      with the provisions of this Sublease or the duty of care imposed on the
      Landlord or the Head Landlord, whether pursuant to the Defective Premises
      Act 1972 or otherwise, and must at all times display and maintain any
      notices the Landlord or the Head Landlord from time to time reasonably
      requires him to display at the Premises in order to comply with their
      legal requirements.
  




26







	3.20	Replacement guarantor
	 
	 	3.20.1	Guarantor replacement events
	                   
      	                   
      	
			In this clause 3.20 references to a ‘guarantor replacement event’
      are references, in the case of an individual, to death, bankruptcy, having
      a receiving order made against him, having a receiver appointed under the
      Mental Health Act 1983 or entering into a voluntary arrangement and, in
      the case of a company, to passing a resolution to wind up, entering into
      liquidation, a voluntary arrangement or administration or having a
      receiver appointed.
	 
		3.20.2	Action on occurrence of a guarantor replacement
      event
	 
			3.20.2.1	The Guarantor
			                   
      	
				Where
      during the relevant Liability Period a guarantor replacement event occurs
      to the Guarantor, the Tenant must give notice of the event to the Landlord
      within 28 days of his becoming aware of it. If so required by the
      Landlord, the Tenant must within 28 days obtain some other person
      reasonably acceptable to the Landlord to execute a guarantee in the form
      of the Guarantor’s covenants in clause 8 GUARANTEE PROVISIONS for the
      residue of the relevant Liability Period.
	 
			3.20.2.3	Persons entering into authorised guarantee
      agreements
	 
				Where
      during the relevant Liability Period a guarantor replacement event occurs
      to a person who has entered into an authorised guarantee agreement, the
      Tenant must give notice of the event to the Landlord and the Head Landlord
      within 28 days of his becoming aware of it. If so required by the Landlord
      or the Head Landlord, the Tenant must within 28 days obtain some other
      person reasonably acceptable to the Landlord and the Head Landlord to
      execute a guarantee in the form of the authorised guarantee agreement in
      schedule 6 THE AUTHORISED GUARANTEE AGREEMENT for the residue of the
      relevant Liability Period.
	 
	3.21	Exercise of the Landlords’ rights
	 
		
      The Tenant must permit the Landlord
      and the Head Landlord to exercise any of the rights granted to them by
      virtue of the provisions of this Sublease at all times during the Term
      without interruption or interference provided the Landlord does not
      materially interfere with the Tenant’s use and enjoyment of the Premises,
      gives not less than 48 hours’ prior written notice (except in an
      emergency) and forthwith makes good any damage caused to the Premises and to the Tenant’s fixtures and
      fittings and equipment to the reasonable satisfaction of the
      Tenant.



27







	3.22	The Office Covenants
	 
	                   
      	The Tenant
      must observe and perform the Office Covenants.
	 
	3.23	Consent to the Landlord’s release
	 
		The Tenant
      must not unreasonably withhold consent to a request made by the Landlord
      under the 1995 Act Section 8 for a release from all or any of the landlord
      covenants of this Sublease.
	 
	3.24	Headlease
	 
		To observe
      and perform the covenants and conditions on the part of the tenant
      contained in the Headlease so far as they relate to the Premises except
      clause 4.5 of the Headlease and except the payment of rents and except
      insofar as the Landlord expressly covenants in this Sublease to observe
      and perform them.
	 
	3.25	Bank Guarantee
	 
		The Tenant
      (here meaning Yelp UK Limited) shall on completion of this Lease procure
      that Wells Fargo Bank N.A. shall enter into a bank guarantee of even date
      herewith to guarantee payment to the Landlord of the sum of seven hundred
      and eight thousand two hundred and seventy one pounds and twenty pence
      (£708271.20) which includes an amount equal to VAT in the sum of one
      hundred and eighteen thousand and forty five pounds and twenty pence
      (£118,045.20)
	 
	4	QUIET ENJOYMENT
	 
		The
      Landlord covenants with the Tenant to permit the Tenant peaceably and
      quietly to hold and enjoy the Premises without any interruption or
      disturbance from or by the Landlord or any person claiming under or in
      trust for him.
	 
	5	THE HEADLEASE

	 
		The
      Landlord covenants with the Tenant to pay the rents reserved by the
      Headlease, and perform, save so far as they relate to the Premises the
      covenants and conditions on the part of the tenant contained in the
      Headlease, and indemnify the Tenant and keep him indemnified against all
      actions, claims, proceedings, costs, expenses and demands in any way
      relating to the Headlease.
	 
	6	THE LANDLORD’S COVENANTS
	 
		The
      Landlord covenants with the Tenant to observe and perform the requirements
      of this clause 6.
	 
	6.1	Enforcement of Headlease covenants
		 
		On the
      request and at the reasonable and proper expense of the Tenant, the
      Landlord must take all reasonable steps to enforce the covenants on the
      part of the Head Landlord contained in the
Headlease.


28







	6.2	Covenant to
      procure compliance with Service Charge obligations
	 
	                   
      	Without prejudice to
      the generality of clause 6.1, the Landlord
      must use his reasonable endeavours to procure that the Head Landlord
      complies with his obligations regarding the provision of the Services in
      accordance with the terms of the Headlease.
	 
	6.3	Consents
      under the Headlease to be obtained
	 
		Subject to the Tenant
      paying to the Landlord, and where appropriate to the Head Landlord,
      reasonable and proper costs, fees, charges, disbursements and expenses
      including, without prejudice to the generality of the above, those payable
      to solicitors and surveyors properly incurred by the Landlord, and where
      appropriate by the Head Landlord, in relation to or incidental thereto the
      Landlord must take all reasonable steps to obtain the consent of the Head
      Landlord whenever the Tenant makes application for any consent required
      under this Sublease where the consent of both the Landlord and the Head
      Landlord is needed by virtue of this Sublease or the Headlease and where
      such consent is not unreasonably withheld by the Landlord.
	 
	6.4	Enforce
      warranties
	 
		At the reasonable
      request and cost of the Tenant (provided the costs of the Landlord are
      reasonably and properly incurred and subject to the Tenant providing
      reasonable security for costs if requested by the Landlord) to use all
      reasonable endeavours to enforce any warranties of which the Landlord has
      the benefit in respect of the Building insofar as they relate to the
      Premises or the payment of the Service Charge
	 
	7	INSURANCE
	 
	7.1	Proof of
      insurance
	 
		The Landlord will
      upon request from time to time request from the Head Landlord and upon
      receipt produce to the Tenant reasonable evidence of the insurance policy
      or policies in respect of the Premises
	 
	7.2	Payment of
      the Insurance Rent
	 
		The Tenant covenants
      to pay to the Landlord within 14 days of written demand amounts equal to a
      fair and proper proportion reasonably attributable to the Premises to be
      determined by the Surveyor of the Insurance Rent paid from time to time by
      the Landlord pursuant to the terms of the Headlease for the period
      commencing on the date hereof and ending on the day before the next policy
      renewal date on the date of this Sublease, and subsequently within 14 days
      of written demand.


29







	7.3	Covenant to procure insurance and
  reinstatement
		 
	                   
      	Without prejudice to the generality of clause 6.1 ENFORCEMENT OF
      HEADLEASE COVENANTS the Landlord covenants with the Tenant to use all
      reasonable endeavours to procure that the Head Landlord insures the
      Building at all times and complies with his obligations regarding
      reinstatement and rebuilding in accordance with the provisions of the
      Headlease unless the insurance is vitiated by any act of the Tenant or by
      anyone at the Building expressly or by implication with his
      authority.
	 
	7.4	
      Suspension of the
      Rent

      if the Building or any
      part of it is at any time during the Term
      destroyed or damaged by a risk against which insurance has been effected
      or by an Uninsured Risk under the terms of the Headlease so that the
      Premises or any part of them are unfit for occupation or use or
      inaccessible, then, unless the insurance of the Building has been vitiated
      by the act, neglect or omission of the Tenant or anyone at the Building
      expressly or by implication with his authority, the Rent and the Service
      Charge Rent, or a fair proportion of them according to the nature and
      extent of the damage sustained, are to be suspended and cease to be
      payable until the Building has been rebuilt or reinstated so as to render
      the Premises, or the affected part, fit for occupation and use or
      accessible, or until the end of the period for suspension of the rent
      provided under the terms of the Headlease, whichever is the shorter the
      proportion of the Rent and the Service Charge suspended and the period of
      the suspension to be determined by the Surveyor (acting reasonably) any
      dispute as to the proportion of the Rent and Service Charge suspended or
      the period of the suspension to be determined in accordance with the
      Arbitration Act 1996 by an arbitrator to be appointed by agreement between
      the Landlord and the Tenant or in default by the President or other proper
      officer for the time being of the Royal Institution of Chartered Surveyors
      on the application of either the Landlord or the Tenant.

	 
	7.5	Termination
	 
	 	7.5.1	Notice to terminate
	 
			If, at the
      end of a period of 12 months commencing on the date of the damage or
      destruction, the Premises are still not fit for the Tenant’s occupation
      and use (or accessible), either the Landlord or the Tenant may by not less
      than one month’s notice served at any time after the end of that period
      (‘a notice to terminate following failure to reinstate’) implement the
      provisions of clause 7.5.3 TERMINATION FOLLOWING FAILURE TO
      REINSTATE.
		                   
      	
		
      7.5.2
	
      in the event that notice to
      terminate the Headlease is served by the Landlord or the Head Landlord
      under the provisions of clause 7.3(c) or clause 7.5 or clause 7.6 of the
      Headlease then the Landlord may serve notice to terminate this Lease to
      take effect on or before the day that the Headlease terminates, provided
      that:

	  
		7.5.2.1	in the
      case of a notice served by the Landlord or the Head Landlord pursuant to
      clause 7.3(c) or 7.6(b) of the Headlease, the Landlord shall on giving or
      receiving such
      notice immediately serve notice on the Tenant.


30







			
		7.5.2.2	in the
      case of a notice served by the Landlord or the Head Landlord pursuant to
      clause 7.5 or 7.6(a) or 7.6(c) of the Headlease, the Landlord on giving or
      receiving such notice shall serve notice on the Tenant within
14 days.
	                   
      	                   
      	
		7.5.3	Termination following failure to
      reinstate
	 	
			On expiry
      of a notice to terminate following failure to reinstate, the Term is to
      cease absolutely but without prejudice to any rights or remedies that may
      have accrued to either party and all money received in respect of the
      insurance effected by the Head Landlord pursuant to the Headlease is to
      belong to the Head Landlord absolutely.
			 
	
      7.6
	
      Tenant’s
      further insurance covenants

	 	
		
      The Tenant covenants
      with the Landlord to observe and perform the requirements of this
      clause 7.6. 

	 	
	
      7.6.1
	
      Requirements of insurers

	 	
			
      The Tenant must
      comply with all the proper requirements of the insurers of the
      Building which have been
      notified to the Tenant in writing. 

	 		 
	
      7.6.2
	
      Policy
      avoidance and additional premiums

	 	
			
      The Tenant must not
      do or omit anything that could cause any insurance policy on or in
      relation to the Building to become wholly or partly void or voidable
      provided that the Tenant is
      provided with a copy of the insurance policy from time to
      time, or do or omit anything by which additional insurance premiums may
      become payable unless he has
      previously notified the Landlord and the Head Landlord and has
      agreed to pay the increased
      premium.

	 		 
	
      7.6.4
	
      Combustible materials

	 	
			
      The Tenant must not
      store on the Premises or bring onto them anything of a specially
      combustible, inflammable or explosive nature, and must comply with the
      requirements of the fire authority and the reasonable requirements of the
      Landlord and the Head Landlord as to fire precautions relating to the
      Building. 

	 		
	
      7.6.5
	
      Fire
      escapes, equipment and doors 

	 	
			
      The Tenant must not
      obstruct the access to any fire equipment or the means of escape from the Premises or any part of the
      Building or lock any fire door while the Premises are occupied.
    

			 
	
      7.6.6
	
      Notice of
      events affecting the policy 

	 	 
			
      The Tenant must
      promptly give notice to the Landlord and the Head Landlord upon becoming
      aware of the same of any event that might affect any insurance policy on
      or relating to the Building, and any event against which the Head Landlord
      may have insured under the Headlease. 



31







	7.6.7	Other insurance
	                   
      	                   
      	  
			If at any time the Tenant is entitled to the benefit of any
      insurance of the Premises that is not effected or maintained in pursuance
      of any obligation contained in this Sublease or in the Headlease, the
      Tenant must apply all money received by virtue of that insurance in making
      good the loss or damage in respect of which the money is
    received.
			 
	8	GUARANTEE PROVISIONS
		 
	8.1	The Guarantor’s covenants
		 
	 	8.1.1	Nature and duration
	 
			The Guarantor’s covenants with the Landlord are given as sole or
      principal debtor or covenantor, with the Landlord for the time being and
      with all his successors in title without the need for any express
      assignment, and the Guarantor’s obligations to the Landlord will last
      throughout the Liability Period.
	 
	 	8.1.2	The covenants
	 
			The Guarantor covenants with the Landlord to observe and perform
      the requirements of this clause 8.1.2.
	 
	 	 	8.1.2.1	Payment of rent and performance of the
      Sublease
			                   
      	
				The Tenant
      must pay the Lease Rents and VAT charged on them punctually and observe
      and perform the covenants and other terms of this Sublease, and if, at any
      time during the Liability Period while the Tenant is bound by the tenant
      covenants of this Sublease, the Tenant defaults in paying the Lease Rents
      or in observing or performing any of the covenants or other terms of this
      Sublease, then the Guarantor must pay the Lease Rents and observe or
      perform the covenants or terms in respect of which the Tenant is in
      default and make good to the Landlord on demand, and indemnify the
      Landlord against, all proper losses resulting from such non-payment,
      non-performance or non-observance notwithstanding
				 
		
      (a)
	
      any time or indulgence granted by
      the Landlord to the Tenant, any neglect or forbearance of the Landlord in
      enforcing the payment of the Lease Rents or the observance or performance
      of the covenants or other terms of this Sublease, or any refusal by the
      Landlord to accept rent tendered by or on behalf of the Tenant at a time
      when the Landlord is entitled or will after the service of a notice under
      the Law of Property Act 1925 Section 146
      be entitled to
      re-enter the Premises,

			 
		
      (b)
	
      that the terms of this Sublease may
      have been varied by agreement between the Landlord and the Tenant,
      provided that no variation is to bind the Guarantor to the extent that it
      is materially prejudicial to him,



32







	                 
      	(c)	that the Tenant has surrendered part of the Premises in which event
      the liability of the Guarantor under this Sublease is to continue in
      respect of the part of the Premises not surrendered after making any
      necessary apportionments under the Law of Property Act 1925 Section 140,
      and
			 
		(d)	anything else (other than a release by deed) by which, but for this
      clause 8.1.2.1, the Guarantor would be released.
			 
		8.1.2.2	New sublease following disclaimer
	                   
      	                   
      	
			                   
      	If, at any
      time during the Liability Period while the Tenant is bound by the tenant
      covenants of this Sublease, any trustee in bankruptcy or liquidator of the
      Tenant disclaims this Sublease, the Guarantor must, if so required by
      notice served by the Landlord within 60 days of being served with notice
      of disclaimer, take from the Landlord forthwith a sublease of the Premises
      for the residue of the Term as at the date of the disclaimer, at the Rent
      then payable under this Sublease and subject to the same covenants and
      terms as in this Sublease (except that the Guarantor need not ensure that
      any other person is made a party to that sublease as guarantor) the new
      sublease to commence on the date of the disclaimer. The Guarantor must pay
      the proper costs of the new sublease and VAT charged thereon, except where
      such VAT is recoverable or available for set-off by the Landlord as input
      tax, and execute and deliver to the Landlord a counterpart of the new
      sublease.
		 
		8.1.2.3	Payments following disclaimer
		 
				If this
      Sublease is disclaimed and the Landlord does not require the Guarantor to
      accept a new sublease of the Premises in accordance with clause 8.1.2.2
      NEW SUBLEASE FOLLOWING DISCLAIMER, the Guarantor must pay to the Landlord
      on demand an amount equal to the difference between any money received by
      the Landlord for the use or occupation of the Premises and the Lease Rents
      in both cases for the period commencing with the date of the disclaimer
      and ending on whichever is the earlier of the date 6 months after the
      disclaimer, the date, if any, upon which the Premises are relet, and the
      end of the Term.
		 
		8.1.2.4	Guarantee of the Tenant’s liabilities under an authorised
      guarantee agreement
		 
				If, at any
      time during the Liability Period while the Tenant is bound by an
      authorised guarantee agreement, the Tenant defaults in his obligations
      under that agreement, the Guarantor must make good to the Landlord on
      demand, and indemnify the Landlord against, all losses resulting from that
      default notwithstanding


33







				(a)		
      any time or indulgence granted by
      the Landlord to the Tenant, or neglect or forbearance of the Landlord in
      enforcing the payment of any sum or the observance or performance of the
      covenants of the authorised guarantee agreement,

						 
				(b)	       	that the
      terms of the authorised guarantee agreement may have been varied by
      agreement between the Landlord and the Tenant provided such variation is
      not prejudicial to the Guarantor, or
		 
				(c)		anything
      else (other than a release by deed) by which, but for this clause 8.1.2.4,
      the Guarantor would be released.
		 
	             
      	8.1.3	Severance
		 
	 	 	8.1.3.1	Severance of void provisions
	                   
      	                   
      	                   
      	
				Any provision of this clause 8 rendered void by virtue of the 1995
      Act Section 25 is to be severed from all remaining provisions, and the
      remaining provisions are to be preserved.
		 
	 	 	8.1.3.2	Limitation of provisions
		 
				If any provision in this clause 8 extends beyond the limits
      permitted by the 1995 Act Section 25, that provision is to be varied so as
      not to extend beyond those limits.
	 	 	 	 


	9	                   
      	FORFEITURE
	 
			If and
      whenever during the Term
	 
	9.1		the Lease
      Rents (which are not the subject of a bona fide dispute), or any of them
      or any part of them, or any VAT payable on them, are outstanding for 21
      days after becoming due, whether formally demanded or not save where a
      demand is required by this Lease, or
	 
	9.2		the Tenant
      breaches any covenant or other term of this Sublease, or
	 
	9.3		the Tenant
      being an individual, becomes subject to a bankruptcy order or has an
      interim receiver appointed to his property, or
	 
	9.4		the Tenant
      being a company, enters into liquidation whether compulsory or voluntary
      but not if the liquidation is for amalgamation or reconstruction of a
      solvent company or enters into administration or has a receiver appointed
      over all or any part of its assets, or
	 
	9.5		the Tenant
      enters into or makes a proposal to enter into any voluntary arrangement
      pursuant to the Insolvency Act 1986 or any other arrangement or
      composition for the benefit of his creditors, or
	 
	9.6		where the
      Tenant is more than one person, if and whenever any of the events referred
      to in this clause happens to any one or more of them, 



the Landlord may at
      any time re-enter the Premises or any part of them in the name of the
      whole even if any previous right of re-entry has been waived and thereupon
      the Term is to cease absolutely but
      without prejudice to any rights or remedies that may have accrued to the Landlord against the Tenant in respect
      of any breach of covenant or other term of this Sublease, including the
      breach in respect of which the re-entry is made.
  


34







	10	
      MISCELLANEOUS
      

	                   
      	 
	10.1	
      Exclusion of
      warranty as to use 

	 	 
		
      Nothing in this
      Sublease or in any consent granted by the Landlord under this Sublease is
      to imply or warrant that the
      Premises may lawfully be used under the Planning Acts as
      offices.

	 	 
	10.2	
      Exclusion of
      third party rights 

	 	 
		
      Nothing in this
      Sublease is intended to confer any benefit on any person who is not a
      party to it. 

	 	 
	10.3	Representations
	 	 
		
      The Tenant
      acknowledges that this Sublease has not been entered into in reliance
      wholly or partly on any statement or representation made by or on behalf
      of the Landlord, except any such statement or representation expressly set
      out in this Sublease or made by the Landlord’s solicitors in any written
      response to enquiries raised by the Tenant’s solicitors in connection with
      the grant of this Sublease. 

	 	 
	10.4	Documents under hand 
	 	 
		
      While the Landlord or
      the Head Landlord is a limited company or other corporation, any
      licence, consent, approval or
      notice required to be given by the Landlord or the Head Landlord is to be sufficiently given if
      given under the hand of a director, the secretary or other duly authorised
      officer of the Landlord or the Head Landlord. 

	 	 
	10.5	Tenant’s property 
	 	 
		
      If, after the Tenant
      has vacated the Premises at the end of the Term, any property of his
      remains in or on the Premises and he fails to remove it within 14 days
      after a written request from the Landlord or the Head Landlord to do so,
      or, if the Landlord or Head Landlord is unable to make such a request to
      the Tenant, within 14 days from the first attempt to make it, then the
      Landlord or the Head Landlord may, as the agent of the Tenant, sell that
      property. The Tenant must indemnify the Landlord and the Head Landlord
      against any liability properly incurred by the Landlord or the Head
      Landlord to any third party whose property is sold by him in the mistaken
      belief held in good faith which is to be presumed unless the contrary is
      proved that the property belonged to the Tenant. If, having made
      reasonable efforts to do so, the seller of the property is unable to locate the Tenant, then he
      may retain the proceeds of sale absolutely unless the Tenant claims them
      within 6 months of the date upon which he vacated the
      Premises.

	 	 
	10.6	
      Compensation
      on vacating excluded 

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

	 	 
	10.7	
      Notices

	 	 
		10.7.1	
      Form and
      service of notices 

	 	                   
      	 
			
      A notice under this
      Sublease must be in writing and, unless the receiving party or his
      authorised agent acknowledges receipt, is valid if, and only if
    



35








		
      10.7.1.1
	
      it is given by hand,
      sent by registered post or recorded delivery, or sent by fax provided that
      a confirmatory copy is given by hand or sent by registered post or
      recorded delivery on the same day, and 

	                   
      	                   
      	 
		
      10.7.1.2
	it is served 
	 	 	 
			(a)	
      where the receiving
      party is a company or a Limited Liability Partnership incorporated within
      Great Britain, at the registered office, 

	 	 	                   
      	 
			
      (b)
	where the
      receiving party is the Tenant and the Tenant is not such a company, at the
      Premises, and 
	 	 	 	 
			
      (c)
	
      where the receiving
      party is the Landlord and the Landlord is not such a company, or Limited Liability Partnership at the Landlord’s that
      address shown in this Sublease
      or at any address specified in a notice given by the Landlord to the
      Tenant

	 	 	 	 
			
      Deemed
      delivery

	 	 	 
			
      10.7.2.1
	
      By registered
      post or recorded delivery 

	 	 	 	 
				
      Unless it is returned
      through the Royal Mail undelivered, a notice sent by registered post or recorded delivery is to
      be treated as served on the third working day after posting whenever and whether or not it is
      received. 

	 	 	 	 
			
      10.7.2.2
	
      By fax
      

	 	 	 	 
				
      A notice sent by fax
      is to be treated as served on the day upon which it is sent, or the next
      working day where the fax is sent after 1600 hours or on a day that is not
      a working day, whenever and whether or not it or the confirmatory copy is
      received unless the confirmatory copy is returned through the Royal Mail
      undelivered.

	 	 	 	 
			
      10.7.2.3
	
      By
      hand

	 	 	 	 
				
      A notice delivered by
      hand is to be treated as served on the day upon which it is delivered, provided it is
      delivered before 1600 hours on a working day

	 	 	 	 
			
      10.7.2.4
	
      ‘A
      working day’
      

	 	 	 	 
				
      References to ‘a
      working day’ are references to a day when the United Kingdom clearing banks are open for business
      in the City of London. 

	 	 	 	 
		
      10.7.3
	
      Joint
      recipients

	 	 	 
			
      If the receiving
      party consists of more than one person, a notice to one of them is
      notice to all.





36








	
      10.8
	Disputes etc under the
      Headlease
		 
		Notwithstanding any
      other provision of this Sublease where any issue, question or matter arising out of or under or relating to the
      Headlease that also affects or relates to the provisions of this Sublease
      is to be determined as provided in the Headlease the proper determination of that issue, question or
      matter pursuant to the provisions of the Headlease is to be binding on the
      Tenant as well as the Landlord for the purposes both of the Headlease and
      this Sublease, provided that this provision is not to apply to the
      provisions for the review of
      rent payable under the Headlease..
	                   
      	 
	
      10.9
	Rights and
      easements
		 
		
      The operation of the
      Law of Property Act 1925 Section 62 is excluded from this
      Sublease. The only rights granted to the Tenant are those expressly set
      out in this Sublease and the Tenant is not to be entitled to any other
      rights affecting any adjoining property of the Landlord. 

	 	 
	
      10.10
	Covenants
      relating to adjoining property 
		
      The Tenant is not to
      be entitled to the benefit of, or the right to enforce or to prevent the
      release or modification of, any covenant agreement or condition entered
      into by any tenant of the Landlord or the Head Landlord in respect of any
      adjoining property of the Landlord. 

	 	 
	
      10.11
	Disputes with
      adjoining occupiers 
		
      If any dispute arises
      between the Tenant and the tenants or occupiers of any adjoining property
      of the Landlord in connection with the Premises and any adjoining property
      of the Landlord, it is to be decided by the Landlord (acting reasonably)
      or the Head Landlord as appropriate (acting in accordance with the
      provisions of the Headlease) or in such manner as the Landlord reasonably
      directs or Head Landlord as appropriate directs (acting in accordance with
      the provisions of the Headlease). 

	 	 
	
      10.12
	
      Effect of
      waiver 

	 	 
		Each of the Tenant’s
      covenants is to remain in full force both at law and in equity even if the
      Landlord or the Head Landlord has waived or
      released that covenant, or waived or released any similar covenant, affecting any of the adjoining
      property of the Landlord.
		 
	
      10.13
	
      The
      perpetuity period 

		 
		
      The perpetuity period
      applicable to this Sublease is 80 years from the
      commencement of the Term, and
      whenever in this Sublease any party is granted a future interest it must
      vest within that period or be
      void for remoteness.

	 	 
	
      10.14
	
      Exclusion of
      liability 

	 	 
		
      The Landlord is not
      to be responsible to the Tenant or to anyone at the Premises or the
      Building expressly or by implication with the Tenant’s authority for any
      accident happening or injury suffered or for any damage to or loss of any
      chattel sustained in the Premises or in the Building save that this clause
      shall not apply to the extent that this is due to any act, default
      or omission of the Landlord or
      anyone acting on behalf of the Landlord.

	 	 
	
      10.15
	
      New lease
      

	 	 
		
      This Sublease is a
      new tenancy for the purposes of the 1995 Act Section 1.
  





37






	
      10.16
	
      Exclusion of the
      1954 Act
      Sections 24-28

	                    	                    	                    	 
		
      10.16.1
	
      Notice and declaration
      

				 
			
      On 20th February 2012 the Landlord served notice on the Tenant pursuant
      to the provisions of the 1954 Act Section 38A(3) as inserted by the
      Regulatory Reform (Business Tenancies)
      (England and Wales) Order 2003 and on 27th
      February 2012 Jed Nachman who was duly authorised by the Tenant to do so
      made a statutory declaration pursuant to Schedule 2 of the Regulatory
      Reform (Business Tenancies) (England and
      Wales) Order 2003. 

			 
		10.16.2	
      Agreement to
      exclude

			  
			
      Pursuant to the provisions of the
      1954 Act Section 38A(1) as inserted by the Regulatory Reform (Business
      Tenancies) (England and Wales) Order 2003, the parties agree that the
      provisions of the 1954 Act Sections 24-28 inclusive are to be excluded in
      relation to the tenancy created by this Sublease. 

			 
	
      11
	
      MUTUAL BREAK CLAUSE
      

			 
	
      11.1.1
	
      The Tenant may terminate this Sublease on or at any time after the
      expiry of the second year of the Term by serving written notice on the
      Landlord specifying the date of termination ("Break Date") not less than 6 months prior to the Break Date.
      ("Tenant Break Notice") 

			 
	
      11.1.2
	
      The Landlord may terminate this
      Sublease on or at any time after the expiry of the second year of the Term by serving written notice on the Tenant
      specifying the Break Date not less than 9 months prior to the Break Date.
      ("Landlord Break Notice")

			 
	
      11.2
	
      A Tenant Break Notice shall be of
      no effect if, at the Break Date: 

			 
		
      a)
	
      the Tenant has not paid any part
      of the Rent or Service Charge, or any VAT in respect of them, which were
      properly due to have been paid and are not the subject of a bona fide
      dispute; or 

			 
		
      b)
	
      the Tenant or any other subtenant
      or permitted occupier of the Tenant remains in occupation of the Premises;
      or 

			 
		
      c)
	
      there is any subsisting
      underlease relating to the Premises. 

			 
	
      11.3
	
      Subject to clause 11.2, following
      service of a Tenant Break Notice or a Landlord Break Notice this Sublease shall terminate on the Break Date.
      

			 
	
      11.4
	
      Termination of this Sublease on
      the Break Date shall not affect any other right or remedy that either
      party may have in relation to any earlier breach of this Sublease.
      

			 
	
      11.5
	
      Within 14 days after the Break
      Date the Landlord shall refund to the Tenant all Rent, Service Charge,
      Insurance Rent and other sums paid by the Tenant to the Landlord for any
      period after the Break Date. 



IN WITNESS whereof the parties have
executed this document as a deed the day and year first above written

38







SCHEDULE 1: THE RIGHTS GRANTED

	
      1-1
	
      Right to use the Common
      Parts

	                    	 
		
      The right for the Tenant and all
      persons expressly or by implication authorised by him in common with the
      Landlord and the Head Landlord and all other persons having a like right
      to use all appropriate areas of the Common Parts for all proper purposes
      in connection with the use and enjoyment of
      the Premises 

		 
	
      1-2
	
      Passage and running
      through the Adjoining Conduits 

		 
		
      The right to the free passage and
      running of all services to and from the Premises through the appropriate
      Adjoining Conduits, in common with the Landlord and the Head Landlord and
      all other persons having a like right and the right so far as the Landlord
      is able to grant the same and subject to
      consent of and any proper requirements of the Head Landlord (including as
      to payment of their costs) to have access upon reasonable notice to
      install and maintain services in any risers in the Building.
  

		 
	
      1-3
	
      Support and protection
      

		 
		
      The right of support and
      protection for the benefit of the Premises that is now enjoyed from
      all other parts of the Building.
    

		 
	
      1-4
	
      Display of nameplates or
      signs 

		 
		
      The right to have signs displayed
      with the name of the Tenant or any one permitted occupier on the tenant
      board within the main reception of the Building in the house style and in
      the lift lobby immediately outside the entrance to the Premises in the
      name board provided to be approved by the Landlord and Head Landlord
      such approval not to be unreasonably withheld or delayed.


		 
	
      1-5
	
      Use of the Landlord's
      Furniture 

		 
		
      The right to use the Landlord's
      Furniture. 

		 
	
      1-6
	
      Toilets
      

		 
		
      The right to use such toilets in
      the Building as shall reasonably be designated, on the fourth floor, from
      time to time in writing by the Landlord. 

		 
	
      1-7
	
      The right to use that part of the
      Building so reasonably designated by the Head Landlord for the disposal of
      rubbish and refuse in proper receptacles for collection by or on behalf of
      the local authority 



39







	
      1-8
                    
	
      So far as the Landlord is able to
      grant the same the right set out in paragraphs 5 (in relation only to the bicycle
      racks and not to car parking spaces) in common with the Landlord and all
      others authorised by the Landlord and subject at any time to the
      availability of bicycle racks and
      13 of
      Schedule 1 Part 1 of the Head Lease subject to compliance with all of the
      provisions set out therein including in relation to payment of any costs
      incurred by the Head Landlord 



SCHEDULE 2: THE RIGHTS RESERVED

	
      2-1
	
      Passage and running
      through the Conduits 

	                    	
		
      The right to the free and
      uninterrupted passage and running of all appropriate services and supplies
      from and to other parts of the Building or any other adjoining property of
      the Landlord through the appropriate Conduits and through any structures
      of a similar use and nature that may at any
      time be constructed in, on, over or under the Premises as permitted by
      paragraph 2-2.

		 
	
      2-2
	
      Right to construct
      conduits

		 
		
      The right to maintain at any time
      during the Term any pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses, wires, cables, laser
      optical fibres, data or impulse transmission, communication or reception
      systems, channels, flues and other necessary conducting media for the provision of services or supplies
      including any fixings, louvres, cowls and any other ancillary apparatus
      for the benefit of any part of the Building or any other adjoining
      property of the Landlords, making good any damage caused by the exercise
      of the right to the reasonable satisfaction
      of the Tenant.

		 
	
      2-3
	
      Access
      

		 
	
      2-3.1
	
      Access to inspect etc
      

		 
		
      The right at reasonable times and
      on 48 hours
      prior written notice except in emergency to enter, or in emergency to
      break into and enter, the Premises 

		 
	
      2-3.1.1
	
      to inspect the condition and the
      state of repair of the Premises, 

		 
	
      2-3.1.2
	
      to inspect, clean, connect to,
      repair, remove, replace with others, alter or execute any works whatever
      to or in connection with the conduits, easements, supplies or services
      referred to in paragraphs 2-1 PASSAGE AND
      RUNNING THROUGH THE CONDUITS and 2-2
      RIGHT TO CONSTRUCT
  CONDUITS,

		 
	
      2-3.1.3
	
      to view the state and condition
      of, and repair and maintain and carry out work of any other kind to, the
      Building and any other buildings where such viewing or work would not
      otherwise be reasonably practicable, 

		 
	
      2-3.1.4
	
      to carry out work, but only where
      the works cannot otherwise reasonably be carried out, or for any other
      reasonable purpose comprised within the Landlord's obligations in this
      Sublease or in the Headlease or within the Head Landlord's obligations in
      the Headlease whether or not the Tenant is liable to make a
      contribution,



40







	
      2-3.1.5
	
      to take schedules or inventories
      of fixtures and other items to be yielded up at the end of the Term, and
      

	                    	 
	
      2-3.1.6
	
      to exercise any of the rights
      granted to the Landlord or the Head Landlord in this Sublease or to the
      Head Landlord in the Headlease. 

		 
	
      2-3.1.7
	
      at any time after the Tenant has
      sewed a Tenant Break Notice for the purposes of marketing the Premises
      including showing over potential occupiers. 

		 
	
      2-3.1.8
	
      for the purposes of access to the
      Landlord's Communications room shown hatched blue on the Plan in order to
      deliver equipment. 

		 
		
      Provided That the person entering
      causing as little damage and inconvenience as reasonably possible making
      good as soon as practicable at its expense any damage caused by such entry
      to the reasonable satisfaction of the Tenant and where practicable
      complying with the Tenant's or any relevant sub-tenants' reasonable
      security and confidentiality requirements which have been previously
      notified to the Landlord 

		 
	
      2-3.2
	
      Access on renewal or rent
      review 

		 
		
      The right to enter the Premises
      with the Surveyor and the third party determining the Rent or the rent
      passing under the Headlease under any provisions for rent review contained
      in the Headlease at convenient hours during the business day and on
      reasonable prior notice written being not less than 72 hours to inspect and
      measure the Premises for all purposes. 2-3.3 

		 
	
      2-3.3
	
      Right to erect scaffolding 

		 
		
      The
      right to erect scaffolding for the purpose of repairing or cleaning the
      Building or in connection with the exercise of any rights mentioned in
      this schedule or in the Headlease even though such scaffolding may
      temporarily restrict the access to or enjoyment of the Premises the person
      exercising such right taking all reasonable steps to minimise the extent
      of such restriction 

		 
	
      2-5
	
      Rights of support and
      shelter 

		 
		
      The rights of light, air,
      support, shelter, protection and all other easements and rights at the
      date of this Sublease belonging to or enjoyed by other parts of the
      Building, any other buildings or any other adjoining property of the
      Landlord. 

		 
	
      2-6
	
      Right to erect new
      buildings 

		 
		
      Full right and liberty at any
      time after the date of this Sublease 

		 
	
      2-6.1
	
      to alter, raise the height of, or
      rebuild the other parts of the Building or any other buildings,
      and 

		 
	
      2-6.2
	
      to erect any new buildings of any
      height on any adjoining property of the Landlord in any manner as the
      Landlord or the Head Landlord reasonably thinks fit even if doing so may
      temporarily obstruct, affect, or interfere with the amenity of or access
      to the Premises or the passage of light and air to the
    Premises.



41







SCHEDULE 3: THE OFFICE COVENANTS 



	
      3-1
	
      Use
    

	                    	
	
      3-1.1
	
      Use as offices
      

	 	
	 	
      The Tenant must not use the
      Premises for any purpose other than as high class offices within
      paragraph(a) of Class B1 (Business) of The Town and Country Planning (Use
      Classes) Order 1987 nor as a betting office, travel agency, estate agency
      whose business involves direct access from members of the public or
      employment agency or government offices involving direct access from
      members of the public.

	 	
	
      3-1.3
	Cesser of business
	 	
	 	
      The Tenant must not leave the
      Premises continuously unoccupied for more than 1 month without notifying
      the Landlord and the Head Landlord and providing such caretaking or
      security arrangements for the protection of the Premises as the Landlord
      and the Head Landlord reasonably require and the insurers or underwriters
      require. 

	 	
	
      3-1.4
	Noxious discharges
	 	
	 	
      The Tenant must not discharge
      into any of the Conduits or the Adjoining Conduits any noxious or
      deleterious matter or any other substance that might cause an obstruction
      in or danger or injury to the Conduits or the Adjoining Conduits or be or
      become a source of obstruction, danger or injury, and in the event of any
      such obstruction, danger or injury the Tenant must forthwith make good any
      physical damage to the reasonable satisfaction of the
    Surveyor.

	 	
	
      3-1.5
	Sound audible outside
	 	
	 	
      The Tenant must not play or use
      in the Premises any musical instrument, audio or other equipment or
      apparatus that produces sound that may be heard outside the
      Premises.

	 	
	
      3-2
	Ceiling and floor
loading
	 	
	
      3-2.1
	Heavy items 
	 	
	 	
      The Tenant must not bring onto or
      permit to remain on the Premises any safes, machinery, goods or other
      articles that will or may strain or damage the Premises or any part of
      them.

	 	
	
      3-2.2
	Protection of ceilings 
	 	
	 	
      The Tenant must not without the consent of
      the Landlord and the Head Landlord suspend anything from any ceiling on
      the Premises.

	 	
	3-2.3	Expert advice 
	 	
	 	
      If the Tenant applies for the
      Landlord's consent under paragraph 3-2.2 PROTECTION OF CEILINGS the
      Landlord and the Head Landlord may consult any engineer or other person
      in relation to the ceiling loading proposed
      by the Tenant, and the Tenant must repay the reasonable and proper fees of
      the engineer or other person to the Landlord and the Head Landlord within
      14 days of written demand.



42







	
      3-3
	
      Common Parts
      

	                    	
	
      3-3.1
	
      Care of the Common Parts
      

		 
		
      The Tenant must not cause the
      Common Parts to become untidy or dirty.

		 
	
      3-3.2
	
      Display of goods outside
      

		 
		
      The Tenant must not display or
      deposit anything whatsoever outside the Premises for display or sale or for any other purpose, or cause any
      obstruction of the Common Parts.

		 
	
      3-4
	
      Machinery
      

		 
	
      3-4.1
	
      Noisy machinery
      

		 
		
      The Tenant must not install or
      use in or upon the Premises any machinery or apparatus other than usual office machinery that will cause noise or
      vibration that can be heard or felt in nearby premises or outside the Premises or that may cause
      damage.

		 
	
      3-4.2
	
      Operation

		 
		
      The Tenant must ensure by
      directions to his staff and otherwise that the Machinery is properly
      operated. 

		 
	
      3-5
	
      Heating, cooling and
      ventilation 

		 
	
      3-5.1
	
      Interference and
      additional loading 

		 
		
      Subject to the provisions of
      clause 3.5.6 the Tenant must not do anything that interferes with
      the heating, cooling or ventilation or air
      conditioning of the Common Parts or that imposes an additional load on any
      heating, cooling or ventilation or air conditioning plant and equipment
      in the Building. 

		 
	
      3-6
	
      Regulations
      

		 
		
      The Tenant must comply with all
      reasonable regulations made by the Landlord and the Head Landlord from time to time for the management of the
      Building and notified to the Tenant in writing.




SCHEDULE 4: THE SUBJECTIONS 

All covenants conditions and other
matters contained or referred to in the property and charges registers for Title
Numbers NGL904063, LN153076 and LN162010 as at the date hereof and that affect
the Premises other than 

		(1)	any charges of a
      financial nature
	                    	                    	
		(2)	an agreement dated 2
      November 2004 made between Busyfit Limited (1), Marks and Spencer Plc (2) and
      The Lord Mayor and Citizens of Westminster (3)


43







		(3)	an agreement dated 1
      March 2006 made between London & Regional (Baker Street) Limited (1),
      Richard Neville Lay and others (2) and The Lord Mayor and Citizens of
      Westminster (3)
	                    	                    	


	
      SCHEDULE 5: THE AUTHORISED GUARANTEE
      AGREEMENT 



THIS GUARANTEE is made the . . . . . . . .
.. day of . . . . . . . . . . . . . . . .  BETWEEN: 

(1) (name of outgoing tenant)[of
(address) (or as appropriate) the registered office of which is at (address)]
[Company Registration no ...] ('the Guarantor') and 

(2) (name of landlord)[of (address) (or
as appropriate) the registered office of which is at (address)] [Company
Registration no ...] ('the Landlord')

NOW THIS DEED
WITNESSES as follows:

	
      1
	
      DEFINITIONS AND
      INTERPRETATION 

	                    	 
		
      For all purposes of this
      Guarantee the terms defined in this clause have the meanings
      specified.

		 
	
      1.1
	
      'the
      Assignee'

		 
		
      'the Assignee' means (insert name
      of incoming tenant) [Company Registration no ...].

		 
	
      1.2
	
      Gender and number
      

		 
		
      Words importing one gender
      include all other genders: words importing the singular include the
      plural and vice versa. 

		 
	
      1.3
	
      Headings
      

		 
		
      The clause headings do not form
      part of this document and are not to be taken into account in its
      construction or interpretation.

		 
	
      1.4
	
      Interpretation of 'this
      Guarantee'

		 
		
      Unless expressly stated to the
      contrary, the expression 'this Guarantee' includes any document
      supplemental to or collateral with this document or entered into in
      accordance with this document. 

		 
	
      1.5
	
      Joint and several
      liability 

		 
		
      If any party to this Guarantee at
      any time comprises two or more persons, obligations expressed or implied
      to be made by or with that party are deemed to be made by or with the
      persons comprising that party jointly and severally. 

		 
	
      1.6
	
      'the Lease'
      

		 
	
      1.6.1
	
      Definition
      

		 
		
      'The Lease' means a sublease of
      the Premises dated (date of lease) and made between (1) [the Landlord (or
      as appropriate) (name of original landlord)] and (2) [the Guarantor (or as
      appropriate) (name of original tenant)] for the Term.
  



44







	
      1.6.2
	
      Interpretation
      

	                    	 
		
      The term 'the Lease' includes all
      or any deeds and documents supplemental to the Lease whether or not expressed to be so.

		 
	
      1.7
    
	
      'the Liability Period'
      

		 
		
      'the Liability Period' means the
      period during which the Assignee is bound by the tenant covenants of the Lease.

		 
	
      1.8
	
      'the 1995 Act'
      

		 
		
      'the 1995 Act' means the Landlord
      and Tenant (Covenants) Act 1995 and all statutes, regulations and orders
      included by virtue of clause 1.11
      REFERENCES TO STATUTES.

		 
	
      1.9
	
      'the
      Premises'

		 
		
      'the Premises' means all that
      offices forming part of the Fourth Floor, 55 Baker Street London WIU 8AN.

		 
	
      1.10
	
      References to
      clauses

		 
		
      Any reference in this Guarantee
      to a clause without further designation is to be construed as a reference
      to the clause of this document so numbered. 

		 
	
      1.11
	
      References to
      statutes

		 
		
      Unless expressly stated to the
      contrary, any reference to a specific statute includes any statutory
      extension or modification, amendment or re-enactment of that statute and
      any regulations or orders made under it, and any general reference to a
      statute includes any regulations or orders made under that
      statute.

		 
	
      1.12
	
      'the
      Term'

		 
		
      'the Term' means 2 years
      commencing on and including the date of the Lease.

		 
	
      1.13
	
      Terms from the
      1995 Act
      

		 
		
      'tenant covenants' and
      'authorised guarantee agreement' have the same meaning as is given by
      the 1995 Act Section
28(1).

		 
	
      2
	
      RECITALS

		 
	
      2.1
	
      The Lease
      

		 
		
      This Guarantee is supplemental to
      the Lease by which the Premises were let for the Term subject to the
      payment of the rents reserved by and the performance and observance of the
      covenants on the tenant's part and the conditions contained in the Lease.
      

		 
	
      2.2
	
      Devolution of title
      

		
		
      The immediate reversion to the
      Lease [remains (or as appropriate) is now] vested in the
      Landlord and the unexpired residue of
      the Term [remains (or as appropriate) is now] vested in the Tenant.
      

		 
	
      2.3
	
      Consent
      required

		 
		
      By clause 3.9 of the Lease, the
      Landlord's consent to an assignment of the Lease is
  required.

		 
	
      2.4
	
      Agreement to consent
      

		 
		
      The Landlord has agreed to give
      consent to the assignment of the Lease to the Assignee on condition that
      the Guarantor enters into this Guarantee.

		 
	
      2.5
	
      Effective time
      

		 
		
      This Guarantee is intended to
      take effect only when the Lease is assigned to the Assignee.
  



45







	
      2.6
	
      Authorised guarantee
      agreement

	                    	 
		
      This Guarantee is intended to be
      an authorised guarantee agreement within the meaning of the 1995 Act.
  

		 
	
      3
	
      THE GUARANTOR'S COVENANTS
      

		 
	
      3.1
	
      Nature and duration
      

		 
		
      The Guarantor's covenants with
      the Landlord are given as sole or principal debtor or covenantor with the
      landlord for the time being under the Lease and with all his successors in
      title without the need for any express assignment and the Guarantor's
      obligations to the Landlord will last throughout the Liability Period.

		 
	
      3.2
	
      The covenants
      

		 
		
      The Guarantor covenants with the
      Landlord to observe and perform the requirements of this
    clause

		 
	
      3.2.1
	
      Payment of rent and
      performance of the Lease

		 
		
      The Assignee must punctually pay
      the rents reserved by the Lease (including any VAT chargeable) and observe
      and perform the tenant covenants of the Lease throughout the Liability
      Period, and if the Assignee should fail to do so, the Guarantor must pay
      the rents and observe and perform the
      tenant covenants in respect of which the Assignee is in
    default.

		 
	
      3.2.2
	
      Indemnity

		 
		
      The Guarantor must make good to
      the Landlord on demand, and indemnify the Landlord against, all
      liabilities, damages or losses, awards of damages or compensation,
      penalties, costs, disbursements and
      expenses properly arising from any claim, demand, action or proceedings
      resulting from any failure of the Assignee
      to pay the rents reserved by the Lease or observe and perform the tenant covenants of the Lease during the
      Liability Period.

		 
	
      3.2.3
	
      New lease following
      disclaimer

		 
		
      If, at any time during the
      Liability Period, any trustee in bankruptcy or liquidator of the Assignee
      disclaims the Lease, the Guarantor must, if so required by notice served by
      the Landlord within 60 days of the Landlord being served with a notice, take
      from the Landlord forthwith a lease of the Premises for the residue of the
      Term as at the date of the disclaimer, at the rents then payable under the
      Lease and subject to the same covenants and terms as in the Lease the new
      lease to commence on the date of the
      disclaimer. The Guarantor must pay the reasonable and proper costs of the
      new lease and VAT charged thereon, except where such VAT is recoverable
      or available for set-off by the Landlord as
      input tax, and execute and deliver to the Landlord a counterpart of the new lease.

		 
	
      3.2.4
	
      Payments following
      disclaimer

		 
		
      If the Lease is disclaimed and
      the Landlord does not require the Guarantor to accept a new lease of the
      Premises in accordance with clause 3.2.3
      NEW LEASE FOLLOWING DISCLAIMER, the
      Guarantor must pay to the Landlord on demand an amount equal to the
      difference between any money received by
      the Landlord for the use or occupation of the Premises and the rents
      reserved by the Lease in both cases for the period commencing with the date
      of the disclaimer and ending on whichever
      is the earlier of the date 6 months after the disclaimer, the date, if any,
      upon which the Premises are relet, and the
      end of the Term.



46







	
      3.2.5
	
      Supplemental documents
      

	                    	                    	 
		
      As and when called upon to do so,
      the Guarantor must enter into any document supplemental to the Lease other
      than a licence to assign or assignment and which is not prejudicial to the
      Guarantor for the purposes of consenting to the Assignee entering into
      that supplemental document and of
      confirming that, subject only to the 1995 Act Section 18(3), all the
      obligations of the Guarantor will continue in full force and effect.
      

			 
	
      4
	
      MISCELLANEOUS
      

			 
	
      4.1
	
      Discharge 

			 
		
      Without prejudice to the 1995 Act
      Section 18(3), the Guarantor will not be released from any liability under
      this Guarantee nor shall any such liability be affected or any way
      exonerated by any time or indulgence granted by the Landlord to the
      Assignee, any neglect or forbearance of the Landlord in enforcing the
      payment of the rents reserved by the Lease or the observance or
      performance of the covenants or other terms of the Lease, or any refusal
      by the Landlord to accept rent tendered by or on behalf of the Assignee at
      a time when the Landlord is entitled or will after the service of a notice
      under the Law of Property Act 1925 Section 146 be entitled to re-enter
      the Premises, the terms of the Lease having been varied by agreement
      between the parties, the Assignee surrendering part of the Premises in
      which event the liability of the Guarantor under the Lease is to continue
      in respect of the part of the Premises not surrendered after making any
      necessary apportionments under the Law of Property Act 1925 Section 140,
      and anything else (other than a release by deed) by which, but for this
      clause 4.1, the Guarantor would have been released. 

			 
	
      4.2
	
      Exclusion of third party
      rights 

			 
		
      Nothing in this Guarantee is
      intended to confer any benefit on any person who is not a party to
      it.

			 
		
      Notices
      

			 
	
      4.3
	
      Form and service of
      notices 

			 
		
      A notice under this Guarantee
      must be in writing and, unless the receiving party or his authorised agent
      acknowledges receipt, is valid if, and only if 

			 
	
      4.3.1
	
      it is given by hand, sent by
      registered post or recorded delivery, or sent by fax provided that a
      confirmatory copy is given by hand or sent
      by registered post or recorded delivery on the same day, and
  

			 
	
      4.3.2
	
      it is served 

			 
		
      (a)
	
      where the receiving party is a
      company incorporated within Great Britain, at the registered office, and
      

			 
		
      (b)
	
      where the receiving party is not
      such a company, at that party's address shown in this Guarantee or at any
      address specified in a notice given by that party to the other party.
      

			 
	
      4.4
	
      Deemed delivery
      

			 
	
      4.4.1
	
      By registered post or
      recorded delivery 

			 
		
      Unless it is returned through the
      Royal Mail undelivered, a notice sent by registered post or recorded delivery is to be treated as served on the
      third working day after posting whenever and whether or not it is
      received.



47







	
      4.4.2
	
      By fax
      

	                    	 
		
      A notice sent by fax is to be
      treated as served on the day upon which it is sent, or the next working day
      where the fax is sent after 1600 hours or on a day that is not a working
      day, whenever and whether or not it or the confirmatory copy is received
      unless the confirmatory copy is returned through the Royal Mail
      undelivered. 

		 
	
      4.4.3
	
      'A working day'
      

		 
		
      References to 'a working day' are
      references to a day when the United Kingdom clearing banks are open for business in the City of London.
    

		 
	
      4.5
	
      Joint recipients
      

		 
		
      If the receiving party consists
      of more than one person, a notice to one of them is notice to all.
      

		 
	
      4.6
	
      Severance
      

		 
	
      4.6.1
	
      Severance of void
      provisions 

		 
		
      Any provision of this Guarantee
      rendered void by virtue of the 1995 Act Section 25 is to be severed from all remaining provisions, and the remaining
      provisions are to be preserved. 

		 
	
      4.6.2
	
      Limitation of provisions
      

		 
		
      If any provision in this
      Guarantee extends beyond the limits permitted by the 1995 Act Section 25,
      that provision is to be varied so as not to extend beyond those
      limits.

		 
		
      Exclusion of the
      1954 Act
      Sections 24-28 in relation to lease to Guarantor
      

		 
	
      4.6.3
	
      Notice and declaration
      

		 
		
      On (date) the Landlord served
      notice on the Guarantor pursuant to the provisions of the Landlord and
      Tenant Act 1954 Section 38A(3) as inserted by the Regulatory Reform
      (Business Tenancies) (England and Wales) Order 2003 relating to the
      tenancy to be entered into by the Guarantor pursuant to clause 3.2.3 NEW
      LEASE FOLLOWING DISCLAIMER and on (date) the Guarantor made a [simple (or
      as appropriate) statutory] declaration pursuant to schedule 2 of the
      Regulatory Reform (Business Tenancies) (England and Wales) Order 2003.
      

		 
	
      4.6.4
	
      Agreement to exclude
      

		 
		
      Pursuant to the provisions of the
      Landlord and Tenant Act 1954 Section 38A(1) as inserted by the Regulatory
      Reform (Business Tenancies) (England and Wales) Order 2003, the parties
      agree that the provisions of the Landlord and Tenant Act 1954 Sections
      24-28 inclusive are to be excluded in relation to any tenancy entered into
      by the Guarantor pursuant to clause 3.2.3 NEW LEASE FOLLOWING
      DISCLAIMER.




48







IN WITNESS whereof the parties have
executed this document as a deed the day and year first above written


	EXECUTED as a DEED by the
said	     	)
	KNIGHT FRANK LLP acting by
two		)
	duly authorised Members		)
			




 




49










IN WITNESS whereof the
parties have executed this document as a deed the day and year first above
written


	EXECUTED as a DEED by the said	     	)
	KNIGHT FRANK LLP acting by two		)
	duly
      authorised Members		)
			




 




  


	EXECUTED as a DEED by the said	     	)
	YELP
      UK LIMITED acting by a		)
	Director in the presence of		)
	  		
	 		
	 		
	Signature of
      witness		
	 		
	Name in BLOCK
      CAPITALS		
	 		
	Address		




 




  


50









		




 


Schedule of Condition 

Part 4th Floor, 55 Baker Street,
London W1U 8AN


Prepared on behalf of Knight Frank LLP


16 January 2012 


 

 

 

 

 

 

 

Contact details 

Knight Frank LLP, 55 Baker Street, London
WIU 8AN
Kevin
Bray, 020 7861 5111, kevin.bray@knightfrank.com
KF ref:
520/KB





	 

      Knight Frank LLP is a limited
      liability partnership registered in England with registered number
      OC305934.
Our registered office is 55 Baker Street, London, W1U 8AN
      where you may look at a list of members'
names.











		



Contents

	1	      	Introduction	
      3

			   	
	2		Limitations	
      4

			   	
	3		Publication	
      4




 

Appendices 

	Appendix A – Photographic Schedule	
      

	   	
	Appendix B – Indicative Reference
    Plan	
      




 

 
 
 

 

	 	
	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN | KF Ref: 520/KB
Prepared on behalf of Knight Frank LLP | 16
      January 2012 	Page 2











		

Property: Part 4th Floor, 55 Baker Street, London
W1U 8AN 

	1		Introduction
				   
		      	      	1.1	      	This Schedule of Condition report is
      intended to record the condition of Part 4th Floor, 55 Baker Street, London
      W1U 8AN.
						   
				1.2		A site inspection was carried out on
      13th January 2012. The weather conditions at the time of inspection were
      clear and dry.
						    
				1.3		For the purposes of this schedule, the
      front elevation on Baker Street is deemed to face due east.
						    
				1.4		No tests or specialist inspections of
      the services installations have been undertaken.
						    
				1.5		The schedule is to be read in
      conjunction with the appended photographs at Appendix A and the indicative
      reference plan at Appendix B.
						  
  
				1.6		The floor was unoccupied at the time of
      inspection.
						  
  
				1.7		The descriptive and expressive terms
      used in the Schedule which describe the condition of the property are for
      the purpose of this report defined as
follows:



	                         
      	
      Expression
	
      Definition

	 	Good	In new condition with no soiling/wear or
      other defects.
		Satisfactory	Subject to general wear
      and tear with slight signs of soiling but still serviceable and
      functioning adequately.
		Fair	Subjected to several years
      wear, still serviceable, with minor repair work necessary.
		Poor	In a dilapidated
      condition, subjected to hard, long term wear with major repair and/or
      renovation necessary.





	 	
	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN | KF Ref: 520/KB
Prepared on behalf of Knight Frank LLP | 16
      January 2012 	Page 3










		



	2	      	Limitations
	 
			      	2.1	      	This Schedule does not
      constitute a building survey, and is only intended to record the condition
      of Part 4th Floor, 55 Baker Street, London W1U
    8AN.
						    
    
				2.2		It was not possible to inspect
      certain parts of the structure which were covered, unexposed or
      inaccessible. It is not, therefore, possible to accept any liability in
      respect of any defects which may subsequently become
apparent.
						   
				2.3		This document is meant to
      reflect the condition of the premises at the time of the inspection, on an
      independent basis as a matter of fact.
	   
	
      3
		Publication
	    
				3.1		Neither the whole nor any part
      of this Schedule of Condition, nor any reference thereto, may be included
      in any document, circular or statement without prior written approval by
      Knight Frank LLP of the form and contents in which it will
    appear.



Knight Frank LLP
16th January 2012


	 	
	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN | KF Ref: 520/KB
Prepared on behalf of Knight Frank LLP | 16
      January 2012 	Page 4









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	1.0	Reception			
	1.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 2no. speakers and 4no. smoke detectors. Lighting PIR
      controlled.	In satisfactory condition with some
      minor soiling.	1-4
	
      1.2
	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Polished plaster to partition to Meeting Rooms 1 and 2.
      Glazed partition with fenestration to Meeting Room 1. Full
      height glazing to atrium in powder coated aluminium frames with roller
      blinds. Redundant TV recess on south partition. Glazed section to west of
      south partition. Floral pattern on south partition.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level. Minor
      chips to edges of polished plaster. 5no. fixing holes and 1no. access hole
      to TV recess.	
      1-4

	
      1.3
	Doors	Double timber flush entrance doors with
      brushed aluminium kick plates, pull handles, vision panels and closers.
      Door entry access button, break glass emergency release and fire alarm
      break glass adjacent to entrance doors. Flush timber door to cleaners
      cupboard with brushed aluminium kick plate and leaver handle. Frameless
      glass door to Meeting Room 1 with brushed steel handle. Timber lined
      door to Meeting Room 2 with brushed aluminium pull handle. Powder coated
      aluminium riser cupboard doors.	Doors in satisfactory
    condition.	
      1-4

	1.4	Floor	4no. grommets	In satisfactory condition.	
      1-4





	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 1









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	2.0	Meeting Room
      1			
	2.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling and integral lighting. 1no. speaker and 1no.
      smoke detectors. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling.	5-7
	2.2	Walls	Painted plaster walls and columns with
      timber skirting. Polished plaster to column. Glazed partition with
      fenestration to Reception. Double power socket and data socket to north
      partition.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level. Minor
      chips to edges of polished plaster.	5-7
	
      2.3
	
      Doors
	Frameless glass door to Meeting Room 1        with brushed steel handle.	Door in satisfactory
    condition.	5-7
	2.4	Floor	Raised access floor with 1no. grommet
      and 1no. floor box.	In satisfactory condition.	5-7
	3.0	Meeting Room
      2			
	
      3.1
	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. smoke detector. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling.	8-10
	
      3.2
	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Full height glazing to atrium in powder coated aluminium
      frames with roller blinds. Double power socket and data socket to north
      partition.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low
    level.	8-10
	
      3.3
	Doors	Timber
    door to Reception with brushed        aluminium pull handle.	Doors in satisfactory condition
      although lightly scuffed at the edge and with a loose pull
    handle.	8-10




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 2









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	3.4	Floor	Raised access floor with 2no. grommets
      and 1no. floor box.	In satisfactory condition.	8-10
	4.0	Cleaner's
      Cupboard			
	4.1	Ceiling	Decorated plaster ceiling. 1no. speaker
      and 1no. smoke detector.	In satisfactory condition.	11-12
	4.2	Walls	Painted plaster walls with timber
      skirting. Fluorescent light to south wall. 1no. air supply vent with egg
      crate grill.	Decorations in satisfactory condition
      although generally scuffed at low level. Light not working. Air supply
      grid soiled.	11-12
	4.3	Doors	2no. powder coated aluminium riser
      doors. Flush timber door to Reception with lever handle and thumb turn
      lock.	Doors in satisfactory
    condition.	11-12
	4.4	Floor	Raised floor with sheet vinyl	Vinyl generally stained	11-12
	4.5	Fixtures	Butlers sink with ceramic tile splash
      back, hot and cold water taps. 2no. timber shelves on west
      wall.	Sink lightly stained but in
      satisfactory condition.	11-12
	5.0	Store 1
      (to rear of
Reception)			
	5.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard perimeter.
      1no. smoke detector. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling.	13-14
	5.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. 3no. double power sockets, 3no. data sockets and 2no.
      blank data points.	Decorations in satisfactory condition
      although generally scuffed at low level. Fixing adhesive on south
      wall.	13-14
	5.3	Floor	Raised access floor.	In satisfactory condition.	13-14




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 3









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	6.0	South Open
      Plan Office			
	6.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. speaker, 8no. smoke detectors and 1no. sensor. Lighting
      PIR controlled.	In satisfactory condition with some
      minor soiling. Fixing holes in 4no. ceiling panels adjacent to south west
      corner of the light well. Impact damage to the nose cone of the 8th
      chilled beam from the east elevation adjacent to a column.	15-25
	6.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Full height glazing to atrium in powder coated aluminium
      frames with roller blinds. Panel radiators to south flank with double
      glazed windows above. Partition to Store 2 decorated with black paint.
      2no. double power sockets and a data socket to west partition of tea
      point.	Glazing in good condition with the
      exception of 4th pane from the west to the atrium which has cracked.
      Decorations in satisfactory condition although generally scuffed at low
      level. Partition to Meeting Room 3 covered in adhesive fixings. 10no.
      fixing holes at high level on the central rows of columns. Radiators
      generally marked.	15-25
	6.3	Doors	Double timber flush doors with brushed
      aluminium kick plate, push plate, vision panel. Door entry access
      system.	Doors in satisfactory
    condition.	15-25
	6.4	Floor	Raised access floor with 24no.
      grommets and 3no. floor boxes.	In satisfactory condition.	15-25
	7.0	Store 2 (to north of			
		the Tea
      Point)			
	7.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling and integral lighting. 1no. smoke detector.
      Lighting PIR controlled.	In satisfactory condition with some
      minor soiling.	26-27




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 4









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	7.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. 1no. single power socket.	Decorations in satisfactory condition
      although generally scuffed at low level.	26-27
	7.3	Floor	Raised access floor.	In satisfactory condition.	26-27
	8.0	Tea
      Point			
	8.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. smoke detector. Lighting PIR controlled. 2no. blank disks
      to ceiling tiles.	In satisfactory condition with some
      minor soiling.	28-31
	8.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. 1no. air supply vent with egg crate grill. Glass covered
      sign board on west elevation.	Decorations in satisfactory condition
      although generally scuffed at low level. Air supply grid soiled. 1no.
      redundant fixing screw on west elevation with damaged plaster
    around.	28-31
	8.3	Doors	5no. powder coated aluminium riser
      doors.	Doors marked but in satisfactory
      condition.	28-31
	8.4	Floor	Raised access floor.	In satisfactory condition.	28-31
	8.5	Fixtures	Gloss white wall and base units.
      Laminated worktop with stainless steel sink, hot/cold water mixer tap and
      Zip tap. Stainless steel microwave surround (microwave removed). 2no.
      integral fridges. 1no. dish washer.	Door beneath sink has
dropped.	28-31




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 5









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	9.0	Breakout
      Area			
	9.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 2no. pendant feature lights, 1no. smoke detector and 2no. blank
      disks to ceiling tiles. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling. 1no. ceiling tile holed adjacent to east
    elevation.	32-37
	9.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Full height glazing to south flank in powder coated
      aluminium frames with roller blinds. Panel radiators to east flank with
      double glazed windows above.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level.
      Radiators generally marked. Numerous fixing pins to Meeting Room 3 south
      partition.	32-37
	9.3	Doors	Timber flush fire exit door with
      brushed aluminium kick plate and push plate/handle. Door entry access
      button, break glass emergency release and fire alarm break glass adjacent
      to entrance doors. Timber clad double doors to Meeting Room 3 with brushed
      aluminium pull handles.	Doors in satisfactory
    condition.	32-37
	9.4	Floor	Raised
    access floor with 2no. grommets,        2no. floor boxes and 1no. circular hole in a raised floor tile.	In satisfactory condition.	32-37
	10.0	Meeting Room
      3			
	10.1	Ceiling	Metal
tile suspended ceiling with exposed chilled beam cooling, integral lighting and plasterboard perimeter. 2no. smoke heads and 1no.
sensor. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling. 1no. ceiling tile holed to centre of the room.	38-41




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 6









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	10.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Panel radiators to east flank with double glazed windows
      above. 1no. double power socket and 1no. data point to north
      partition.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level.
      Radiators generally marked. 2no. fixing holes and 2no. redundant screws at
      high level on west flank partition. Water staining to 1no. radiator
      pipe.	38-41
	10.3	Doors	Timber clad double doors to Breakout
      Area with brushed aluminium pull handles.	Doors in satisfactory
    condition.	38-41
	10.4	Floor	Raised access floor with 3no. grommets
      and 1no. floor box.	In satisfactory condition.	38-41
	11.0	Store 3 (to north
      of
Meeting Room 3)			
	11.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling and integral lighting. 1no. smoke head.
      Lighting PIR controlled.	In
      satisfactory condition with some minor soiling.	42-44
	11.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. 2no. double power sockets and 2no. data points.	Glazing in good condition. Decorations
      in satisfactory condition although heavily scuffed.	42-44
	11.3	Doors	1no. powder coated
      aluminium riser door.	Door heavily soiled but in satisfactory
      condition.	42-44
	11.4	Floor	Raised access floor.	In satisfactory condition.	42-44
	12.0	East Open
      Plan Office			
	12.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 7no. smoke heads. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling. Tiles do not meet partition to the north east office
      leaving the ceiling void exposed.	45-53




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 7









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	12.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Full height glazing in powder coated aluminium frames
      with roller blinds to east and west flanks.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low
    level.	45-53
	12.3	Doors	3no. powder coated aluminium riser
      doors. Timber flush door to North East Office with brushed aluminium kick
      plate, push plate and vision panel. Fire alarm break glass and 2no.
      redundant wires adjacent to the door.	Doors in satisfactory
    condition.	45-53
	12.4	Floor	Raised access floor with 27no.
      grommets.	In satisfactory condition.	45-53
	13.0	North
      East
      Office			
	13.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. speaker, 2no. smoke heads and 1no. sensor. Lighting PIR
      controlled.	In satisfactory condition with
      some minor soiling. 1no. ceiling panel displaced. Ceiling does not meet
      south partition above entrance door.	54-59
	13.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Full height glazing to north elevation in powder coated
      aluminium frame with roller blinds. Part glazed and part decorated plaster
      partitions to meeting rooms.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level. 2no.
      redundant fixing brackets to west partition.	54-59
	13.3	Doors	Timber flush door to East Open Plan
      Office with brushed aluminium kick plate, push plate and vision panel.
      Fire alarm
      break glass and 2no. redundant wires adjacent to the door.	Doors in satisfactory
    condition.	54-59
	13.4	Floor	Raised access floor with 5no. grommets
      and 1no. floor box.	In satisfactory condition.	54-59




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 8









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	14.0	Meeting Room
      4			
	14.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. smoke heads. Lighting PIR controlled.	In satisfactory condition with
      some minor soiling.	60-61
	14.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Glass partition to west flank. Panel radiators to east
      flank with double glazed windows above.	Glazing in good condition.
      Decorations in satisfactory condition although generally scuffed at low
      level. Radiators generally marked.	60-61
	14.3	Doors	Frameless glass door with brushed
      aluminium pull handles to the North East Office area.	Door in satisfactory
      condition.	60-61
	14.4	Floor	Raised access floor with 2no. grommets
      and 1no. floor box.	In satisfactory condition.	60-61
	15.0	Meeting Room
      5			
	15.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. smoke head and 1no. speaker. Lighting PIR
      controlled.	In satisfactory condition with
      some minor soiling.	62-65
	15.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Glass partition to west flank. Panel radiators to east
      flank with double glazed windows above.	Glazing
    in good condition.        Decorations in satisfactory condition although generally scuffed at low        level. Radiators
    generally marked. 4no. redundant fixing brackets to the north partition. 6no. redundant fixing screws and 2no.
    redundant fixing holes to the west partition.	62-65
	15.3	Doors	Frameless glass door with brushed
      aluminium pull handles to the North East Office area.	Door in satisfactory
      condition.	62-65




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 9









	
      Part 4th Floor, 55 Baker Street, London
      W1U 8AN 
	



	
      Item
	
      Location/Element
	
      Description
	
      Condition
	
      Photograph
No.

	15.4	Floor	Raised access floor with 1no.
      grommet and 1no. floor box.	In satisfactory condition.	62-65
	16.0	Meeting Room
      6			
	16.1	Ceiling	Metal tile suspended ceiling with
      exposed chilled beam cooling, integral lighting and plasterboard
      perimeter. 1no. smoke head. Lighting PIR controlled.	In satisfactory condition with some
      minor soiling.	66-68
	16.2	Walls and Windows	Painted plaster walls and columns with
      timber skirting. Glass partition to west flank. Panel radiators to east
      flank with double glazed windows above.	Glazing in good condition. Decorations
      in satisfactory condition although generally scuffed at low level.
      Radiators generally marked.	66-68
	16.3	Doors	Frameless glass door with brushed
      aluminium pull handles to the North East Office area.	Door in satisfactory
    condition.	66-68
	16.4	Floor	Raised access floor with 1no. grommet
      and 2no. floor boxes.	In satisfactory condition.	66-68




	Schedule of Condition | Part 4th Floor, 55 Baker Street, London W1U
      8AN |
Prepared on behalf of Knight Frank LLP | 16th January 2012 	Page 10











	Signed
      ....................................................................................................................................................	          	(Landlord)	                         
		 			
	For and on behalf of
      .............................................................................................................................			
		 			
	Date
      ........................................................................................................................................................			
		 			
		 			
		 			
	Signed ....................................................................................................................................................		(Tenant)	
		 			
	For and on behalf
      of .............................................................................................................................			
		 			
	Date ........................................................................................................................................................			














		 		
	Schedule of Condition 
      	 Part 4th Floor, 55 Baker
      Street, London W1U 8AN 	 KF
      Ref: 520/KB	Page 5


	Prepared on behalf of Knight
      Frank LLP 	 16 January 2012	 	












Appendix A - Photographic Schedule



















		 		
	Schedule of Condition  	 Part 4th Floor, 55 Baker Street,
      London W1U 8AN 	 KF Ref:
    520/KB	


	Prepared on behalf of Knight
      Frank LLP 	 16 January 2012	 	









































































































































































































































 











 











 











 










Appendix B -
Indicative Reference Plan



















		 		
	Schedule of Condition 
      	 Part 4th Floor, 55
      Baker Street, London W1U 8AN 	 KF Ref: 520/KB	


	Prepared on behalf of
      Knight Frank LLP 	 16 January 2012	 	
























		 Retained Furniture
      Inventory 	 



	Item	Description	Quantity	Picture	Condition
	
      Haworth Zody System
89 Task
      Chair
	Task Chair,
      polished aluminium frame and five star base, armrest upstands and
      wish bone, all other framework in black, coat hanger in powder coated
      black, black mesh back, seat upholstered in black crepe from the
      Haworth 82 range colour 009 (black) 4d armrests and sliding
seat.	110 	 	Minor dust
      marks to chairs.
General scratching to pedestal
legs. 
	Ahred A500 Open
Plan Desk	Single desk
      dimensions 1600w x 800d mm, top finish white ciranol top, metalwork finish
      silver paint finish to frame.	108 	
       
	Good
      condition, minor marks commensurate with use.
Minor scratching to
      legs.
	DPG /
      Formfittings
Desktop Power
Modules 	DPG/formfitting desktop power, 2 power individually switched, in
      black with 3 pin plug connection, 1 metre of mains lead.	108 	No Image	
	Ahrend Pedestals	Stainless
      steel pedestal. 3 drawers including pen drawer.	110 	No Image	20 No. Keys
      missing, 2 No. drawers broken, 1  No. key broken in
  lock













		 Retained Furniture
      Inventory 	 





	Item	Description	Quantity	Picture	Condition
	Bisley
      Bespoke AV
Credenza	Silver Grey
      carcass included specified filing internals 720mm (2 high).	1		Minor dust
      marks.
	Spacestore
      Storage 
Wall	2040mm wide
      modules. All modules capped at 2390mm high floor to top of door height,
      2358mm (2233mm doors). Various internal fittings of shelves / file
      carcuses.	1	
      
	Minor
      scratches.
	Spacestore
      Storage 
Wall	1020mm
      wide modules. All  modules capped at 2390mm high floor to top of door
      height, 2358mm (2233 doors). Various internal fittings of shelves / file
      carcuses.	1	
      
	Minor
      scratches.
1 No loose handles.











		 Retained Furniture
      Inventory 	 




	Item	Description	Quantity	Picture	Condition
	Bisley Steel
    Storage	Silver grey carcass included
      specified filing internals both 1133mm (3 high).	8		General dust/dirt
      accumulation.
Keys not present.
	Vitra Eames
      DSR
Chair	Café chair, chrome 4 leg
      wire base seat shell in blue ‘11’	16 turquoise
12
      white	
      
	Minor isolated marks
      commensurate with use.
	Arper Catifa 46
    stool	Barstool, chrome sled base,
      single colour white, polypropylene shell, 575w x 510d x 720h mm.	7	
      
	Good
  condition.












		 Retained Furniture
      Inventory 	 




	Item	Description	Quantity	Picture	Condition
	Aper Duna Chair	Lounge chair, chrome 4 leg
      frame. Upholstered in Kvadrat Topaz 2 ‘966’.	8		Good condition.
	Allermiur Lola
      A821
chair	Armchair range, chrome frame,
      upholstered in blue pentland ‘1515’ 770w x 670d x 745h mm.	2 dark grey
2 light
      grey	
      
	Light soiling to arms and seat
      fabric loose over cushion.
	Allermiur Lola
      A822
Sofa	Sofa range, chrome frame,
      upholstered in blue pentland ‘1515’ 1525w x 670d x 745h mm.	1	
      
	Good condition. Fabric loose to
      cushion.












		 Retained Furniture
      Inventory 	 




	Item	Description	Quantity	Picture	Condition
	Hitch Mylius
      HM26e
Coffee Table	Coffee table,
      brushed stainless steel frame, etched glass top, 1500w x 550d x 360h
      mm.	1		Good
      condition.
	Ryan Comma
      Table	Café table,
      satin stainless steel frame, top in white ‘blanc chamonix’, chamfered under
      edge, 900w x 900d x 720d mm.	7	
       
	Good
      condition. Minor warping to 1Nr table top.
	Arper Duna
      Table	Coffee table,
      polished chrome pedestal based, white lacquered stem and top, 800mm
      diameter x 500h mm.	4	
       
	Good general
      condition.
Dirty










		 Retained Furniture
      Inventory 	 





	Item	Description	Quantity	Picture	Condition
	B&B Italia Otto
      Chair	Meeting chair, bright aluminium spider base of glides, no arms, upholstered in Torre 25132150 Dark Charcoal Grey.	5 Light Grey,
6 Dark
      Grey,
14 Black, 4 Blue.		Good condition, minor
      staining to fabric.
	Kusch Ona
      8400
Table	Meeting table, bright chrome column, pedestal bright chrome with plastic glides, plate thickness 25mm, T-legs, Top finished in DBS-0105-60 pearl white, ABS lipping white, lipping PVC 2mm. 1800wx 800dx 735h mm.	8	
       
	Good condition
	Under work top
    fridge	Integrated worktop height fridge	2	No Image	good
  condition











		 Retained Furniture
      Inventory 	 





	Item	Description	Quantity	Picture	Condition
	Recycling Bins	Nexus 100 Recycling Bins - One
      each for bottles, cans, plastic cups, general waste and confidential
      waste.	5	 
	Good
  condition