Exhibit 10.5 Lease relating to office at 32 Haymarket London
Exhibit 10.5 Lease relating to office at 00 Xxxxxxxxx Xxxxxx UNDERLEASE of Second Floor office premises 00 Xxxxxxxxx Xxxxxx XX0 PARTIES: ARCADIA GROUP PLC (1) C14NET LIMITED (2) Xxxxxxxx Xxxxxx 000 Xxxxxx Xxxxxx XX0X 1 JN BETWEEN: (1) the Lessor and (2) the Lessee 1. DEFINITIONS 1.1 The following terms used herein (with necessary variations) mean and include:- 1.1.1 the Lessor":ARCADIA GROUP PLC (Company Reg. No. 237511) whose registered office is at Xxxxxxxxx Xxxxx 00 Xxxxxxx Xxxxxx Xxxxxx X0 including where the context so admits the reversioner for the time being hereunder 1.1.2 "the Lessee":C14NET LIMITED (Company Reg. No. 3714112) whose registered office is at Xxxxxxxxx Xxxxx 00 Xxxxxxxx Xxxxx Xxxxxx XX0X 0XX including where the context so admits the Lessee's successors in title 1.1.3 "the Building":means the Building known as 00 Xxxxxxxxx Xxxxxx XX0 and where the context so admits or requires includes the whole and any part or parts of the same (including the Premises) 1.1.4 "the Premises":means ALL THOSE office premises forming part of the Building and for the purpose of identification only shown edged red on the annexed plan and situated on the second floor of the Building all which said premises include inter alia any alterations additions improvements and landlords fixtures and fittings (including without prejudice to the generality of the foregoing all light fittings ceiling tiles suspended ceilings wall coverings and fitted carpets (if any) window frames and glass window furniture and door furniture and frames sanitary apparatus and gas and electrical and water and heating air conditioning and ventilating (if any) and other installations boilers (if any) plant machinery fire fighting or prevention equipment) plaster and other internal covering of the main walls enclosing the demise all internal walls ceilings (excluding the structure) and floor boards and screed of the floors and such parts of the Building as exclusively serve the Premises and include where the context so admits or requires the whole and any part or parts of the same 1.1.5 "Conducting Media": means pipes wires drains cables watercourses sewers ducts flues conduits or other conducting media and includes fixtures connected to any Conducting Media for enabling use to be made of the Conducting Media or of any water gas electricity telephone drainage soil air smoke heating and other services supplies and effluvia (collectively hereinafter called "Services") through Conducting Media 1.1.6 "the Common Parts": means the whole and any part or parts of any amenity areas entrance ways Passages staircases lifts common refuse disposal facilities and the Conducting Media therein the Service Chattels (hereinafter defined) and all other areas and facilities provided within the Building for the use of tenants and occupiers thereof in common 1.1.7 "Group Company": means any company which is a subsidiary of the Lessee or the Lessee's holding company (the expressions "subsidiary" and "holding company" having the meanings ascribed to them by Section 736 of the Companies Act 1985) 1.1.8 "the Insured Risks": means damage by fire storm tempest flood lightning explosion aircraft and articles dropped therefrom riot civil commotion malicious damage impact bursting or overflowing of pipes and such other risks or perils as the Superior Lessor shall from time to time in the reasonable exercise of its discretion think desirable 1.1.9 "Interest": means interest at the rate of four per centum above the base rate of HSBC Bank plc from time to time (or of such other London Clearing Bank as the Lessor may by notice in writing to the Lessee nominate from time to time) during the period from the date on which the interest is to run to the date of payment as well before as after any judgment 1.1.10 "the Lessor's Surveyor": means any person or firm appointed by or acting for the Lessor being a Chartered Surveyor (including a suitably qualified employee of the _i Lessor) to perform the function of a surveyor for any of the purposes of this Underlease 1.1.11 "Lettable Unit": means any unit of accommodation forming part of the Building which has been or is intended or designed at any relevant time to be the subject matter of a separate letting 1.1.12 "Lessor's Accountant": means any person or firm appointed by or acting for the Lessor being either a chartered or a certified accountant (including a suitably qualified employee of the Lessor) to perform the function of an accountant for any of the purposes of this Underlease 1.1.13 "the Term": means a term from and including the date of this Underlease to and including the 17th day of November 2012 and includes any statutory or 1164030.01 -4- other continuation of the Term and where the context admits any period after the expiry of the Term during which the Lessee or any sub-tenant remains in occupation of the Premises or any part thereof and the obligations of the Lessee shall be construed accordingly 1.1.14 "the Rent": means until the Rent Commencement Date (hereinafter defined) a peppercorn (if demanded) and from and including the Rent Commencement Date the rent of One Hundred and Twenty One Thousand Five Hundred Pounds (GBP121,500) per annum or such other amount as is payable as rent from time to time hereunder 1.1.15 "Rent Commencement Date":means the 1.1.16 "Service Charge means the 1.1.17 "Review Date": means 17th November 2002 and 17th November 2007 1.1.18 "the Painting Years":means the years of the Term ending 17th November 2002 and 17th November 2007 and in each case in any event during the last three months of the Term (however determined) 1.1.19 "the Specified Use":means in respect of the Offices within the meaning of paragraph (a) of Class 131 of the Town and Country Planning (Use Classes) Order 1987 as the same is in force at the date hereof 1.1.20 "the Service Charge Year":means any year of the Term ending on 31 st March subject to variation as hereinafter provided 1164030.01 -5- 1.1.21 "the Superior Lease": means the superior lease under which the Lessor holds the Premises together with other property made the 25th day of November 1987 between Northdale Investments Limited ("the Superior Lessor)" and the Lessor (then known as The Xxxxxx Group Plc) 1.1.22 "the Superior Lessor's means any person or firm appointed by or Surveyor": acting for the Superior Lessor being a chartered surveyor (including a suitably qualified employee of the Superior Lessor to perform the function of a surveyor for any of the purposes of the Superior Lease) 1.1.23 "the Superior Lessor's means any person or firm appointed by or Accountant": acting for the Superior Lessee being either a chartered surveyor or a certified accountant (including a suitably qualified employee of the Superior Lessor to perform the function of an accountant for any of the purposes of the Superior Lease) 1.1.24 "the Supplemental Deed":means any deed agreement licence memorandum letter or other document which in any way varies this Underlease or which is or becomes supplemental to this Underlease whether or not expressed to be so .1.125 "Court Order" an Order of the a~ yore and City of London County Court (No. A ) dated the t $"'' day of Mctrt~ 2000 in relation to the Premises pursuant to Section 38(4) of the Landlord and Xxxxxx Xxx 0000 1.2 Any covenant by the Lessee not to do any act or thing shall be deemed to include an obligation not to permit such act or thing to be done and any acts omissions of the Lessee's servants or agents or of any persons within the Lessee's control or of the Lessee's sub-tenants or of such sub-tenants servants or agents or of any 1164030.01 -6- persons within the control of such sub-tenants shall for the purposes of this Underlease be deemed acts or omissions of the Lessee and references to the covenants or obligations of the Lessee or of any Guarantor shall be deemed to include those implied as well as those expressed herein 1.3 References to the Superior Lessor shall include its successors in title and shall include all superior lessors however remote 1.4 Where under the terms of this Underlease the consent of the Lessor is required for any act or matter the consent of the Superior Lessor under the terms of the Superior Lease shall also be required wherever requisite PROVIDED that nothing in this Underlease shall be construed as imposing on the Superior Lessor any obligation (or indicating that such obligation is imposed on the Superior Lessor by virtue of the terms of the Superior Lease) not unreasonably to refuse such consent 1.5 Reference to any right exercisable by the Lessor or any right exercisable by the Lessee in common with the Lessor shall be construed as including (where appropriate) the exercise of such right 1.5.1 by the Superior Lessor and all persons authorised by the Superior Lessor and 1.5.2 in common with all other persons having a like right 1.6 Unless expressed to the contrary all rights of entry granted to the Lessee or reserved to the Lessor hereunder shall be exercisable only upon reasonable prior written notice except in case of emergency when no notice need be given 1.7 Where the context so admits or requires the singular shall include the plural and vice versa the masculine gender shall include the feminine and neuter genders and vice versa and where the Lessor the Lessee or the Guarantor (if any) shall be two or more individuals all obligations expressed or implied to be made by or with any such individuals shall be deemed to be made by or with them jointly and severally 1.8 Any reference to a statute shall include any statutory extension modification or re- enactment thereof and all regulations bye-laws or orders made thereunder 1164030.01 3.5 Statutory requirements So far as is consistent with the other covenants on the part of the Lessee herein contained at the Lessee's expense to comply with the requirements of and execute all works which are at any time during the Term by virtue of any present or future Acts of Parliament and any regulations orders or bye-laws made thereunder or by any competent authority relating to or required to be executed upon or in respect of the Premises or the user thereof whether by the owner or occupier thereof and not to do or omit on or about the Premises any act or thing by reason of which the Lessor may under any such Acts regulations order or bye-laws or the requirements of any such authority incur or have imposed upon it or become liable to pay any levy penalty damages compensation costs charges or expenses and to keep the Lessor indemnified against all breaches of the provisions of such Acts regulations orders bye-laws or requirements and all costs damages and expenses incurred thereunder and to produce to the Lessor such licences consents and other documents and evidence as the Lessor may reasonably require in order to satisfy itself that the provisions of this Clause 3.5 have been complied with in all respects 3.6 Alterations 3.6.1 Not to erect any addition to the exterior of the Premises or erect any new building upon the site of the Premises nor to make any other alteration or addition to the external appearance of the Premises nor to unite the Premises with any other premises or create any internal doorway or other opening between the Premises and any adjoining premises 3.6.2 Not to cut into the foundations or any main beams structural floors or walls of the Premises 3.6.3 Subject to the other provisions of this Clause 3.6 not without the previous consent in writing of the Lessor such consent not to be unreasonably withheld to make any alteration or addition structural or otherwise to the Premises PROVIDED HOWEVER that no consent shall be required for the erection alteration or removal within the Premises of demountable partitioning PROVIDED that such partitioning shall be erected in a good and workmanlike manner with good quality materials and that if so required by the Lessor or the Superior Lessor such partitioning shall be removed at the end of the Term (howsoever determined) and the Premises reinstated to the reasonable satisfaction of the Lessor's Surveyor and the Superior Lessor's Surveyor 3.6.4 Before connecting the electricity supply to any proposed major electrical installation in the Premises to notify the Lessor and the electricity supply authority and to permit inspection and testing of the same and to comply with the conditions of supply of the authority and the requirements of such authority and in any event not to alter add to or in any way interfere with any electric cables switches junctions or points or pipes taps or other apparatus installed in the Premises in connection with the supply or use of electricity hot or cold water or gas or any telephone installation save in accordance with the requirements and standards of the relevant authority and in the case of any electrical installation the standards of the Institution of Electrical Engineers 1164030.01 _8_ 3.6.5 Not to make any material alteration or connection to any of the Conducting Media serving the Premises or to any other mechanical service without the prior written consent of the Lessor (such consent not to be unreasonably withheld in respect of Conducting Media solely serving the Premises) _ 3.6.6 Any alteration or addition in respect of which consent may be granted under this Clause 3.6 shall be carried out in accordance with drawings and specifications previously approved by and to the reasonable satisfaction of the Lessor's Surveyor and in all such cases such consent or approval shall not be unreasonably withheld 3.6.7 Any application for consent made under this Clause 3.6 shall be supported by drawings and (where appropriate) specifications in triplicate and the Lessee shall pay the reasonable fees of the Lessor and the Superior Lessor and their respective professional advisers in respect of such application and the inspection of the relevant works and shall comply with such reasonable requirements and enter into such covenants as the Lessor may reasonably require as to the execution of the alterations and additions and reinstatement of the Premises 3.6.8 The Lessee will upon written notice from the Lessor forthwith pull down and remove any alteration or addition erected or made in breach of the foregoing covenants and make good to the reasonable satisfaction of the Lessor's Surveyor all damage thereby caused 3.7 Avoidance of Insurance 3.7.1 Not by act or omission or otherwise to allow anything to be done on or to be brought onto the Premises which may cause any insurance policy -' for the Premises to become void or voidable nor anything whereby any additional or loaded insurance premiums may become payable (whether in respect of the Premises or of any other premises) 3.7.2 To notify the Lessor promptly in writing of the nature and value of any alterations additions or improvements made and landlords fixtures attached by the Lessee to the Premises during the Term 3.7.3 To comply with all reasonable requirements of the insurers as to fire security or other precautions in respect of the Premises 3.7.4 If and so often as reasonably required by the Lessor or as reasonably required by its insurers to permit the insurers to inspect the Premises and the Lessee's user thereof and subject as hereinbefore provided the Lessor to inspect and value the same for the purpose of assessing the sum for which the Premises or the Building should be insured 3.7.5 If the Premises or any other premises within the Building shall be destroyed or damaged by any of the Insured Risks and if the amount of the insurance monies shall be wholly or partly irrecoverable by reason of any act neglect default or omission of the Lessee its tenants agents servants licensees or invitees or anyone deriving title through under or in trust for or acting on behalf of them or any of them the Lessee will forthwith on demand pay and make good to the Lessor all costs claims losses and other expenses whatsoever (including professional and 1164030.01 -B- other fees) incurred paid or payable by the Lessor or the Superior Lessor in connection with or consequent upon such destruction or damage and the reinstatement and making good thereof to the extent that such costs claims losses and other expenses shall be irrecoverable as aforesaid 3.8 Repairs 3.8.1 Damage by Insured Risk excepted (save and to the extent that the insurance policy in respect thereof shall have been vitiated or the insurance monies rendered irrecoverable by reason of any act default or neglect of the Lessee or its tenants servants agents or others within the Lessee's control) at all times during the Term well and substantially to repair maintain cleanse and amend in every respect the Premises and all appurtenances thereto to the reasonable satisfaction of the Lessor the Superior Lessor and their respective Surveyors and to keep the same so repaired maintained cleansed and amended and when requisite as part of the process of repair only rebuild or renew the same or any part thereof and to renew and replace from time to time with articles of a similar kind and quality to the reasonable satisfaction of the Lessor and the Superior Lessor and their respective Surveyors all landlords fixtures fittings and appurtenances in the Premises which may become or be beyond reasonable repair at any time during or at the expiration or sooner determination of the Term and at such expiration or sooner determination to replace and renew any fitted carpets in the Premises with carpets of a similar kind and quality to the reasonable satisfaction of the Lessor and the Superior Lessor and their respective Surveyors 3.8.2 To be responsible for any damage caused to the Lessor or the Superior Lessor their other tenants or the owners or occupiers of any adjoining or neighbouring premises by the bursting or overflow or obstruction of any part of the water sanitary or heating installation in the Premises arising as a result of any act or omission of the Lessee or its sub-tenants servants or agents 3.8.3 To keep the windows (and metal frames if any) in the Premises clean inside and outside 3.8.4 From time to time and at all times during the Term to procure that the Premises are reasonably fit and suitable for use for the Specified Use 3.9 Decoration 3.9.1 To maintain an adequate protective coating or preservative of a type approved by the Lessor to all parts of the Premises and to the fixtures and fittings therein as are normally so treated 3.9.2 Without prejudice to sub-clause 3.9.1 of this Clause 3.9 to paint with two coats of good quality paint or such other treatment as the Lessor may from time to time approve (such approval not to be unreasonably withheld) in a good and workmanlike manner all parts of the Premises and all appurtenances thereto usually painted in each of the Painting Years (unless carried out within the preceding twelve months) and at the same time with every painting or other treatment throughout the 1164030.01 -10- Term to varnish colour or treat such parts of the Premises as are usually so treated 3.9.3 The Lessor shall have the option (in lieu of carrying out any painting or other treatment during the last three months of the Term) of requiring the Lessee to pay to the Lessor a sum (together with any Value Added Tax which may be chargeable thereon) properly certified by the Lessor's Surveyor as being equal to the cost of carrying out such painting or other treatment and if the Lessee shall pay to the Lessor such sum not less than one month before the expiration or sooner determination of the Term the Lessor shall accept the same in full satisfaction of the Lessee's liability hereunder in respect of such painting or other treatment 3.10 Items of common use Save insofar as the same are contained in the service charge provisions hereinafter contained to pay to the Lessor on demand a fair proportion of any reasonable and proper sums (including fees) which the Lessor may expend or incur for the repair painting lighting cleaning (including stone cleaning) replacing renewal rebuilding (where necessary as part of the process of repair) maintenance and preservation of the Building or the Common Parts or any other part or parts of the Building and in complying with any statutory requirement or any requirement of a competent authority relating to the Premises or the Building or any part or parts thereof and for the repair painting lighting cleaning replacing renewal rebuilding (where necessary as part of the process of repair) maintenance and preservation of all passage ways pavements roads areas Conducting Media party walls party structures or other conveniences belonging to or used or enjoyed in common between the Building and adjoining or neighbouring land or premises 3.11 Entry to Inspect To permit the Lessor with all necessary materials and equipment at reasonable times to enter the Premises to view the condition thereof and thereupon the Lessor may serve upon the Lessee notice specifying any breach of covenant for which the Lessee is liable under this Underlease and if the Lessee shall not have commenced and diligently proceeded to rectify such breach within two calendar months after service of such notice the Lessor may without further notice enter the Premises to execute the works required to rectify such breach (and the Lessee shall give the Lessor all necessary facilities so to do) and the cost incurred by the Lessor in so doing together with Interest thereon from the date such cost shall have been incurred to the date of payment shall be paid by the Lessee to the Lessor upon demand and shall be recoverable from the Lessee as a debt or (at the Lessor's option) as rent in arrear 3.12 Entry for repairs etc To permit the Lessor at reasonable times to enter and remain upon the Premises with all necessary equipment and materials 3.12.1 to execute works to any other premises within the Building where such works cannot reasonably be executed without entry upon the Premises 1164030.01 -11- 3.12.2 for the purpose of laying constructing re-laying inspecting renewing connecting repairing cleansing or emptying any Conducting Media in under or over the Premises in connection with or for the accommodation of the Premises or any other premises within the Building 3.12.3 for the purpose of taking inventories of the Lessor's fixtures and fittings to be yielded up at the expiration of the Term 3.12.4 in connection with the services herein mentioned 3.12.5 for the purpose of complying with any requirements of any competent authority the persons entering causing as little damage and inconvenience as reasonably practicable and making good any damage caused to the Premises and the Lessee's fixtures and fittings by such entry without unreasonable delay 3.13 User restrictions 3.13.1 Not to use or allow to be used the Premises or any part thereof for the sale manufacture supply distribution or public consumption of intoxicating liquors or any similar business nor as a place of public entertainment nor as a club betting office or for the purpose of gaming or as a bingo billiards snooker or similar hall fun fair amusement arcade leisure centre nor as an advertising station nor as a restaurant or snack bar or for the sale of hot or cold food for consumption off the premises (commonly known as a 'take-away' food shop) or for catering of any other description nor to keep any animals fish reptiles or birds in the Premises nor to use the Premises as a brothel or disorderly house or as a sex establishment within the meaning of the Local Government (Miscellaneous Provisions) Xxx 0000 nor for the sale of live animals or pet food or for the sale hire distribution viewing or display of any books magazines films video or other recordings or other material which are unsuitable for sale or showing to persons of any age nor for any illegal or immoral purpose nor for any noisome noisy or offensive trade or business nor for the purposes of any political or religious organisation nor for anything which may become a nuisance or damage to the owners or occupiers of property in the neighbourhood or may in the opinion of the Lessor be detrimental to the nature and character of the Building 3.13.2 Not to permit any person to reside or sleep in the Premises 3.13.3 Not to discharge any trade wastes into the sewers nor discharge anything but storm water and surface water into the surface water drains nor discharge into the drains or sewers serving the Building anything which will be corrosive or harmful or which may cause any obstruction or deposit therein and to take all reasonable precautions to prevent any leakage or escape of water or electricity from the Premises or any accident in connection therewith or with the use thereof 3.13.4 Not to allow on the Premises anything which is or may be dangerous offensive radioactive or explosive or specially combustible or inflammable 1164030.01 -12- 3.13.5 Not to trade or display goods outside the Premises nor to cause any obstruction outside the Premises nor to trade from or obstruct any window thereof or to hang anything from the windows of the Premises nor to place or store anything on or sit out on any roof which may be comprised in the Premises 3.13.6 Not to use on the Premises any machine (other than normal office or shop machines or such other machines as shall be reasonably necessary for the Specified Use) or scientific apparatus without the prior written consent of the Lessor (such consent not to be unreasonably withheld) and in particular (but without prejudice to the generality of the foregoing) not to use on the Premises any coin or token operated machines or games (whether with or without prizes) other than for the dispensation of beverages and other light refreshments for consumption on the Premises nor any equipment machinery or other thing which shall cause dangerous vibrations or overloading of the electrical circuits serving the Premises or other premises 3.13.7 Not to use or permit or suffer to be used except in case of fire or other emergency any doors or special exits which may be provided exclusively for escape in the event of fire or other emergency 3.13.8 Not at any time at such a volume as to be audible outside the Premises to play or cause to be played in or on the Premises any kind of musical instrument sound reproducing amplifying or receiving apparatus or to sing or cause any singing to take place therein And if required by the Lessor so to do forthwith to take all steps to remedy any breach of this covenant and to indemnify the Lessor against all claims costs and demands arising in consequence of a breach hereof 3.14 Specified use Not to use or allow to be used the Premises except for the Specified Use 3.15 Easements etc To use all reasonable endeavours to prevent any easement or right belonging to or used with the Premises from being obstructed or lost and not knowingly to allow any encroachment to be made or attempted to be made on or easement or right to be acquired or attempted to be acquired over the Premises nor without the Lessor's consent (such consent not to be unreasonably withheld) to permanently obstruct any window light or way belonging to the Premises nor to acknowledge that any right appurtenant to the Premises is enjoyed by consent of any other person and to give immediate notice to the Lessor if any easement right or encroachment affecting or likely to affect the Premises shall be made or attempted to the Lessee's knowledge and at the Lessor's request and cost to adopt such means as may be reasonably required to prevent or license the same and if the Lessee shall omit or neglect to do any such things as aforesaid as soon as may be reasonable in the circumstances the Lessor and others authorised by it may enter the Premises and do the same 1164030.01 -13- 3.16 Signs etc 3.16.1 Not to install outside the Premises or inside the Premises so as to be seen from the outside any intermittent or flashing signs or advertisement 3.16.2 Subject to the provisions of Clause 3.17 hereof not to exhibit or suffer to be exhibited any other signs notices or advertisements visible from outside the Premises without the prior consent in writing of the Lessor which the Lessor may grant or withhold at its absolute discretion or grant subject to such conditions and covenants as the Lessor may require PROVIDED that the Lessee may with the prior written consent of the Lessor (which shall not be unreasonably withheld) install a sign in such form and position as the Lessor may approve (such approval not to be unreasonably withheld) displaying the name and business of the Lessee and of other lawful occupants of the Premises or any part thereof on the tenant's signboard at the ground floor entrance of the Building and in the second floor lift lobby (which such sign if so required by the Lessor shall be removed at the determination of the Term the Lessee making good any damage caused by such removal) 3.17 Letting notices To permit the Lessor or the Superior Lessor during the twelve months immediately preceding the expiration of the Term to affix and retain without interference to any part of the Premises (but not so as to obscure the windows or interfere with the Lessee's permitted use of the Premises) a letting notice which shall not be moved removed or obscured and during the said twelve months to permit persons with written authority from the Lessor or its agents at reasonable times of the day on prior written notice to view the Premises 3.18 Expenses To pay all expenses (including professional fees and costs) properly incurred by the Lessor or the Superior Lessor and . any of their respective professional advisers incidental to:- 3.18.1 the preparation and service of notices under Sections 146 and/or 147 of the Law of Property Xxx 0000 or under the Leasehold Property (Repairs) Xxx 0000 notwithstanding that forfeiture is avoided otherwise than by relief granted by the Court 3.18.2 the enforcement whether during the Term or after the expiration or sooner determination thereof of any of the Lessee's covenants and the preparation and service of all notices and schedules relating to breaches of the Lessee's covenants hereunder occurring before the expiration of the Term (including all inspections properly made in contemplation of or consequent upon the preparation and/or service of such notices or schedules) 3.18.3 all applications by the Lessee for any consent required under this Underlease and whether or not such consent is refused or such application withdrawn except where such consent approval or licence is unreasonably withheld or is proffered subject to unreasonable qualification or condition 1164030.01 -14- 3.19 Yielding up 3.19.1 To yield up the Premises at the expiration or sooner determination of the Term in repair and decorated and otherwise in all respects in accordance with the Lessee's covenants herein contained and with vacant possession and clean having first replaced any Lessor's fixtures and fittings which may be missing or damaged with others of a similar kind and quality to the reasonable satisfaction of the Lessor and the Superior Lessor and their respective Surveyors and having removed every sign writing or painting of the name and/or business of the Lessee or other occupiers of the Premises and (unless relieved of such obligation by the Lessor) having removed all partitioning installed in the Premises and having made good to the Lessor's reasonable satisfaction and at the Lessee's expense any damage resulting from such removal and from the removal of any tenants and trade fixtures and fittings 3.19.2 If the Lessee shall fail to yield up the Premises in such state of repair and decoration as aforesaid the Lessor may if it thinks fit effect such repairs decorations and other works which ought to have been carried out by the Lessee pursuant to the covenants on the part of the Lessee herein contained and the Lessee shall pay to the Lessor on written demand the cost of such repairs decorations and other works effected by the Lessor 3.20 Alienation 3.20.1 In this Clause 3.20 the following expressions have the following meanings:- "the 1927 Act" the Landlord and Xxxxxx Xxx 0000 as amended "the 1995 Act" the Landlord and Tenant (Covenants) Xxx 0000 "Authorised Guarantee has the meaning defined in and for the Agreement" purposes of Section 16 of the 1995 Act which shall be made by separate deed "Application" the application made by the Lessee for the Lessor's consent to the proposed assignment of the Underlease to the Proposed Assignee "the Current Lessee " the person in whom the Term is vested at the date of the Application "the Proposed Assignee" the person to whom the Current Lessee wishes to assign this Underlease as stated in the Application "Proposed Guarantor" the person who will guarantee to the Lessor the obligations of the Proposed 1164030.01 -15- Assignee but this expression shall not include the Current Lessee 3.20.2 Save as permitted by Clauses 3.20.3 3.20.4 3.20.5 and 3.20.6 not to hold on trust assign underlet permit underlettings nor part with or share the possession or occupation of the whole or any part or parts of the Premises nor grant licences or franchises to use or occupy the whole or any part or parts of the Premises nor mortgage or charge part of the Premises 3.20.3 Assignment 3.20.3.1 Not to assign the whole of the Premises without the prior consent of the Lessor (such consent not to be unreasonably withheld or delayed) provided that the Lessor shall be entitled (for the purposes of Section 19(1A) of the Landlord and Tenant Act 1927):- 3.20.3.1.1 to withhold its consent to any of the circumstances set out in Clause 3.20.3.2; 3.20.3.1.2 to impose all or any of the matters set out in Clause 3.20.3.3 as a condition of its consent 3.20.3.2 The circumstances referred to in Clause 3.20.3.1.1 above are as follows:- 3.20.3.2.1 Where the Proposed Assignee is an associated company of the Lessee 3.20.3.2.2 Where in the reasonable opinion of the Lessor the Proposed Assignee is not of sufficient financial standing to enable it to comply with the tenant's covenants in this Underlease 3.20.3.2.3 Where the Proposed Assignee enjoys diplomatic or state immunity 3.20.3.2.4 Where the Proposed Assignee is not resident in a jurisdiction where reciprocal enforcement of judgement exists 3.20.3.3 The conditions referred to in Clause 3.20.3.1.2 are as follows:- 3.20.3.3.1 the current Lessee and any guarantor of the Current Lessee (except a guarantor by virtue of a deed entered into pursuant to the provisions of this Clause) shall on or prior to such assignment being completed execute and deliver an Authorised Guarantee Agreement which shall be in such form as the Lessor may reasonably require and be prepared by or on behalf of the Lessor and at the cost of the Current Lessee 1164030.01 -16- 3.20.3.3.2 the Proposed Assignee shall on or before being allowed into occupation enter into a direct covenant with the Lessor to perform and observe the Lessee's covenants and conditions contained in this Underlease 3.20.3.3.3 the payment to the Landlord of all rent and other sums which have fallen due under the Underlease prior to the date of the assignment 3.20.3.3.4 if the Lessor reasonably requires the Lessee shall obtain one or more guarantors (other than the Current Lessee ) reasonably acceptable to the Lessor for the Proposed Assignee and such guarantor shall execute and deliver to the Lessor a deed containing covenants by that guarantor (or if more than one joint and several covenants) with the Lessor as a primary obligation in the terms set out in Schedule 4 (with any necessary changes or in such other terms as the Lessor may reasonably require) 3.20.3.4 The Lessor may at any time during the Term abandon any of the circumstances mentioned in Clause 3.20.3.2 or any of the conditions mentioned in Clause 3.20.3.3 by serving written notice to that effect on the Lessee and upon the service of such notice the circumstances or condition specified shall be deemed to be deleted from this Underlease and of no further effect 3.20.4 Underletting 3.20.4.1 The Lessee may subject to the provisions of this Clause 3.20.4 with the prior written consent of the Lessor such consent not to be unreasonably withheld or delayed underlet the whole of the Premises 3.20.4.2 The Lessee shall procure that any proposed underlease of the Premises shall before being allowed into occupation enter into a direct covenant with the Superior Lessor and the Lessor to perform and observe all the Lessees covenants (other than the covenant to pay rent) and the conditions contained in this Underlease throughout the term to be created by the underlease and if the Superior Lessor or the Lessor shall reasonably so require that a satisfactory guarantor for such underlease shall enter into a covenant under seal in favour of the Superior Lessor and the Lessor . in the form (mutatis mutandis) set out in Schedule 4 hereto with such modifications as the Superior Lessor or the Lessor may reasonably require 3.20.4.3 The Lessee shall procure that any permitted underlease is at the full open market rental without the payment of a fine or premium with no provision in any way commuting rent 1164030.01 -17- (other than a reasonable initial rent free period) and contains lawful and enforceable provisions:- 3.20.4.3.1 prohibiting the undertenant from underletting or parting with or sharing occupation or possession _ of the whole of the underlet premises or any part or parts thereof 3.20.4.3.2 prohibiting the undertenant from assigning or charging the whole of the underlet premises without the prior written consent of the Lessee and of the Lessor under this Underlease 3.20.4.3.3 providing that for the purposes of Section 19(1 A) of the 1927 Act and Section 16 of the 1995 Act any consents to an assignment of the underlease shall be subject to a condition that the undertenant of the underlease shall on or prior to such assignment being completed execute and deliver to the Lessee and the Lessor of this Underlease a deed containing covenants on the part of the then undertenant with the Lessee and as separate covenants with the Lessor in the form of an Authorised Guarantee Agreement which will be in such terms as the Lessor may reasonably require and be prepared by or on behalf of the Lessor and at the cost of the Lessee 3.20.4.3.4 other obligations on the part of the undertenant no less onerous than the obligations of the Lessee under this Underlease 3.20.4.3.5 that the undertenant shall observe and perform covenants agreements and conditions in similar form to the covenants agreements and conditions on the part of the Lessee contained in this Underlease (other than as to the amount of Rent but with provision for the payment of rents equivalent to the Insurance Rent and Service Charge) 3.20.4.3.6 for review of rent (in an upwards direction only) reserved by the underlease corresponding as to terms and dates with the provisos set out in Clause 6 3.20.4.3.7 for re-entry on breach of any covenant on the part of the undertenant on any ground specified in Clause 5.2 3.20.4.3.8 that the underlease shall be validly contracted out of Sections 24 to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 by order of a competent court 1164030.01 -18- 3.20.4.3.9 that every underlease and sub- underlease whether mediate or immediate shall contain the same restriction on assignment underletting or parting with possession sharing occupation and granting of licences and the same provisions for direct covenants and registration as are contained in this Underlease 3.20.4.4 On or prior to the assignment of any permitted underlease the Lessee shall procure that there is delivered: 3.20.4.4.1 to the Lessor a deed containing covenants by the assignee with the Lessor in such form as the Lessor may reasonably require to perform and observe all the tenant's covenants in and all other provisions of the underlease during the residue of the term of the underlease (including any continuation thereof) 3.20.4.4.2 to the Lessor and separately to, the Lessee a deed containing covenants by the assignor with the Lessor as contemplated by Clause 3.20.3.1.1 3.20.4.5 The Lessee shall procure in any underletting of the Premises that the rent is reviewed in accordance with the terms of the underlease but not to agree the reviewed rent under such underlease with the undertenant without the prior written consent of the Lessor (such consent not to be unreasonably withheld or delayed) and to procure that if the ' rent under any underlease is to be determined by an independent person not to determine whether such person is to act as an expert or as an arbitrator without the Lessor's prior written consent (such consent not to be unreasonably withheld or delayed) and to procure that the Lessor's representations as to the rent payable thereunder are made to such independent person to the reasonable satisfaction of the Lessor 3.20.4.6 Not to vary the terms of or accept any surrender of any underlease permitted under this Clause 3.20.4 (or agree so to do) and not commute reduce or waive any rents payable by any such underlease 3.20.4.7 Not to waive expressly or impliedly any of the covenants imposed in any underlease but upon any breach thereof forthwith to enforce the same 3.20.4.8 At the request of the Lessor to take such action as may be necessary to determine any underlease which is not permitted by the Lessor or Superior Lessor 1164030.01 -19- 3.20.5 Group Company Notwithstanding anything contained in this Clause 3.20 the Lessee may share occupation of the Premises or any part thereof with a Group Company PROVIDED THAT 3.20.5.1 no tenancy is created by such occupation 3.20.5.2 the right of the Group Company shall immediately determine on it ceasing to fall within the definition of Group Company 3.20.5.3 the Lessee will give notice to the Lessor within fourteen days of the commencement and termination of each sharing of occupation of the Premises 3.20.6 Charge Not to charge by way of fixed charge the whole of the Premises without the prior written consent of the Lessor (which shall not be unreasonably withheld or delayed) 3.21 Registration 3.21.1 Within fourteen days after any assignment to give written notice to the Lessor of the name and address of the party to whom all future demands for rent and other monies payable under this Underlease are to be addressed and within twenty one days after any assignment charge by way of fixed charge (save as hereinbefore provided) underlease or devolution of the Premises or any part thereof or any interest therein (including the surrender or forfeiture of any underlease) to give notice thereof in writing to the solicitors for the time being of the Lessor and to provide them with two certified photocopies of the document effecting such transaction and to pay to such solicitors a registration fee of Twenty- five pounds (GBP25) or such larger sum as such solicitors shall reasonably require together with the Superior Lessor's registration fees 3.21.2 Within twenty one days after the rent payable upon a review of rent in any underlease of the Premises or any part thereof shall have been ascertained (whether by agreement arbitration or otherwise) to notify the Lessor in writing of the rent so ascertained and the premises in respect of which and the underlease pursuant to which such rent shall have been reviewed together with a certified copy of the award of any arbitrator or expert engaged in connection with such review and within twenty eight days of a memorandum recording the revised rent being signed by or on behalf of the parties to such review to forward a copy thereof to the Lessor 3.21.3 To give the Lessor notice of the death during the Term of any person who has or shall have guaranteed to the Lessor the payment of the rent and observance and performance of the Lessee's covenants under this Underlease or of such person committing an act of bankruptcy or having a receiving order made against him or of such person (being a company) suffering a receiver to be appointed or passing a resolution to 1164030.01 -20- wind up or entering into liquidation upon the Lessee becoming aware of the same 3.22 Notices Upon receipt in any manner whatever of any notice order proposal requisition direction or other thing from a competent authority affecting the Premises or the user thereof or the owner or occupier thereof or the Lessor's interest therein to comply therewith at the Lessee's expense so far as is required thereby or by the Act or other instrument under which it is issued or by the provisions hereof And forthwith to deliver to the Lessor three copies of such notice order proposal requisition direction or other thing And at the request and cost of the Lessor to make or join with the Lessor in making such objections and representations against or in respect of any such matters as the Lessor acting reasonably and properly shall deem expedient 3.23 Not to overload etc Not to permit to be erected or suspended upon the Premises anything which will overload any floor wall roof or any other part of the structure or structural frame thereof not knowingly to do anything or suffer anything to be done on the Premises which would remove support from any part of the Building or any adjoining land buildings or structures or endanger such land buildings or structures in any way whatsoever 3.24 Compliance with statute 3.24.1 So far as consistent with the other covenants on the part of the Lessee herein contained without prejudice to the generality of Clause 3.5 hereof at all times during the Term to comply at the Lessee's expense with the provisions of any relevant legislation for the time being in force and in particular (but without prejudice to the generality of the foregoing) the Town and Country Planning Xxx 0000 the Health and Safety at Work etc Xxx 0000 the Xxxxxxxxx Xxx 0000 the Offices. Shops and Railway Premises Act 1963 the Fire Precautions Act 1971' and the Public Health Acts the Clean Air Acts and with any regulations or orders made under such legislation and all licences consents and conditions granted or imposed thereunder so far as the same relate to or affect the Premises or the user thereof or the owner or occupier thereof or the Lessor's interest therein and as often as occasion shall require to obtain at the Lessee's expense all such licences and consents as may be necessary under such legislation for any use of or permitted improvements alterations or additions to be carried out by the Lessee to the Premises and not knowingly to do or omit or suffer to be done or omitted on or about the Premises any act or thing by reason of which the Lessor may under any such legislation incur or have imposed upon it or become liable to pay any levy penalty damages compensation costs charges or expenses and to keep the Lessor fully indemnified against all proceedings costs expenses and demands in relation to any such matters and to produce to the Lessor such licences consents and other documents and evidence as the Lessor may reasonably require in order to satisfy itself that the provisions of this Clause 3.24.1 have been complied with in all respects 1164030.01 -21 - 3.24.2 If the Lessee any sub-tenant or other lawful occupier carries out any construction work within the meaning of and to which the Construction (Design and Management) Regulations 1994 ("CDM Regulations") apply the Tenant shall: 3.24.2.1 prepare or procure the preparation of the Health and Safety file ("Health and Safety File") in accordance with the CDM Regulations and 3.24.2.2 grant or procure the grant of a royalty free irrecoverable and non exclusive licence or licences to the Lessor to use and copy any design as built and maintenance and operational information and documentation and any other information comprised in the Health and Safety File for any purpose connected with the Premises and any such licence shall grant the Lessor the right to grant such licence and the right to freely transfer the same to third parties 1 3.24.3 the Lessee shall maintain and update the Health and Safety File as necessary or procure that the same is so maintained and updated and within seven days of being requested so to do the Lessee shall supply copies thereof and any other evidence as the Lessor may reasonably require to satisfy itself that the CDM Regulations have and are being complied with 3.24.4 upon any assignment of this Underlease the Lessee shall deliver to the assignee the Health and Safety File and upon the expiration or sooner determination of the Term the Lessee shall deliver to the Lessor the Health and Safety File ' 3.25 Planning 3.25.1 Not to apply for nor procure the application by any third party for any planning consent (which expression shall include any outline or detailed consent or any approval of reserved matters or any appeal to the Secretary of State for the Environment Transport and the Regions) relating to the Premises (whether or not in conjunction with other premises) without the prior written approval of the Lessor (which shall not be unreasonably withheld) 3.25.2 To give full particulars to the Lessor within seven days of any planning notice or proposal or application received by the Lessee and at the Lessor's request and cost to make or join in making any such objection or representation in respect of any such notice or proposal as the Lessor shall reasonably deem expedient and to which the Lessee shall agree (such agreement not to be unreasonably withheld) 3.25.3 To join with the Lessor but at the cost of the Lessor in applying for any government or local authority or other permissions licences or consents necessary to permit rebuilding after destruction of the Premises or damage thereto 3.25.4 Whenever reasonably required to permit the Lessor to enter upon the Premises to comply with any requirements lawfully made on it under the Town and Country Planning Acts by any competent authority 1164030.01 _22_ PROVIDED that there is no material interference with the Lessee's enjoyment of the Premises and the Lessor makes good any damage caused to the Premises and the Lessee's fixtures and fittings in the exercise of such rights 3.26 Value Added Tax To pay to the Lessor any Value Added Tax for which the Lessor is liable in respect of any taxable supplies under this Underlease save insofar as the Lessor or a third party is able to recover the same 3.27 Indemnity To indemnify the Lessor against all liability claims and costs (including any increase in insurance premium) arising directly or indirectly out of any defect or alleged defect in the Premises or any fixture or appurtenance thereto or any service or facility supplied in or about the Premises or out of the state or condition of the Premises arising from a breach of the Lessee's obligations herein contained or out of any breach of covenant on the part of the Lessee or out of the use or occupation of the Premises by the Lessee or any works carried out at any time during the Term to the Premises by the Lessee or out of anything now or during the Term attached to or projecting from the Premises and installed by the Lessee or out of any act neglect or omission by the Lessee or any underlessee or by their respective servants or agents or by any persons in the Premises with the actual or implied authority of any of them (other than the Lessor or those authorised by the Lessor) or out of infringement disturbance or destruction during the Term by the Lessee of any right or easement 3.28 Trespass etc At all times to use all reasonable endeavours to prevent trespass disturbance or nuisance to the Lessor or the occupiers of nearby premises by the Lessee's tenants (if any) employees agents and visitors 3.29 Information To provide within fourteen days of receipt of a written request from the Lessor such information as the Lessor may reasonably require as to the occupation of the Premises including (but without prejudice to the generality of the foregoing) details of all underlettings and licences granted by the Lessee and the full names and addresses of all persons in actual or deemed possession of the Premises and each and every part thereof 3.30 Aerials etc Not to erect any poles or aerials on the exterior of the Premises or the Building PROVIDED however that if and so long as at any time during the Term the permitted use of the Premises under this Underlease shall include the sale or renting or necessarily require the installation of any television or radio equipment the Lessor will not unreasonably withhold its consent to the installation by the Lessee on the exterior of the Premises of a suitable external aerial to be installed in accordance in all respects with a specification and plans first approved by the Lessor (such agreement not to be unreasonably withheld) and in a position to be reasonably specified by the Lessor's Surveyor 1164030.01 -23- 3.31 Notify damage Immediately upon becoming aware of the same to give written notice to the Lessor of any damage to the Premises caused by any of the Insured Risks and at all times to display and maintain on the Premises all notices which any competent authority may require to be displayed but which shall not be required to be displayed in such a position as to interfere with the Lessee's business 3.32 Refuse fire fighting equipment and security 3.32.1 To provide and use a refuse receptacle of a type or kind as may be stipulated by the local authority or private contractor responsible for refuse collection and to keep the same within the Premises and not to store any goods packing cases containers waste or materials otherwise than in suitably enclosed accommodation within the Premises and not by persons within the Lessee's control knowingly to allow any open area in the curtilage of the Building to become unclean or untidy as a result of use thereof by the Lessee and to prevent accumulations of waste or refuse which are excessive or constitute a nuisance or danger to health 3.32.2 To pay to the local authority any charge imposed for the collection of refuse from the Premises 3.32.3 To keep the Premises supplied and equipped with all fire fighting and extinguishing appliances from time to time required by law or reasonably required by the insurers of the Premises or reasonably recommended by them such appliances being kept open to inspection and properly maintained and not to obstruct the access to or means of working such appliances or the means of escape from the Premises in case of fire 3.32.4 To take expeditiously all requisite steps to obtain any necessary fire certificate for the Premises 3.32.5 To ensure that at all times the Lessor has written notice of the name address and telephone number of at least one keyholder of the Premises 3.32.6 At any time that the Premises or any part thereof is unoccupied to take all reasonable precautions to prevent vandalism theft and unlawful occupation 3.33 Common Parts Not by persons within the Lessee's control to allow the Common Parts to be obstructed at any time 3.34 Regulations Duly to observe and perform such written regulations notified to the Lessee as the Lessor or the Superior Lessor may from time to time reasonably deem necessary for the orderly safe or more convenient management of the Premises or the Building and to use all reasonable endeavours to ensure that such regulations are 1164030.01 -25- shall be calculated and assessed separately from that of the other services and so paid for by the Lessee either direct to the statutory undertaking concerned or through the Lessor if direct payment is not possible or if reasonably so required by the Lessor in which event such payment shall be made by the Lessee upon demand from the Lessor and the Lessee shall indemnify and keep indemnified the Lessor against all charges for such supplies 3.36 Observe covenants in Superior Lease 3.36.1 To observe and perform the covenants and conditions on the part of the lessee contained in the Superior Lease other than those for the payment of rents and so far as they relate to the Premises but except in so far as the Lessor expressly covenants in this Underlease to observe and perform the same and to indemnify the Lessor from and against any actions proceedings claims damages costs expenses or losses arising from any breach non-observance or non-performance of such covenants and conditions 3.36.2 Not to do omit suffer or permit in relation to the Premises any act or thing which would or might cause the Lessor to be in breach of the Superior Lease or which if done omitted or suffered or permitted by the Lessee would or might constitute a breach of the covenants on the part of the Lessor and the conditions contained in the Superior Lease 3.37 Entry for compliance with Superior Lease To permit the Lessor and all persons authorised by the Lessor (including agents professional advisers contractors workmen and others) upon reasonable written notice (except in the case of emergency) to enter upon the Premises for any purpose that is in the reasonable opinion of the Lessor necessary to enable it to comply with the covenants on its part or on the part of the lessee and the conditions contained in the Superior Lease 3.38 New guarantor 3.38.1 To procure that any person who has guaranteed to the Lessor the Lessee's obligations contained in this Underlease joins with the Lessee and becomes a party to any Supplemental Document to consent to the Lessee entering into such Supplemental Document and to confirm that its covenants remain in full force and effect in respect of this Underlease as varied or amended by such Supplemental Document 3.38.2 Within fourteen days of the death during the Term of any person who has guaranteed to the Lessor the Lessee's obligations contained in this Underlease or such person becoming bankrupt or having a receiving order made against him or being a company passing a resolution or amalgamation whilst solvent) then to give notice thereof to the Lessor and if so required by the Lessor at the expense of the Lessee within two months to procure some other person reasonably acceptable to the Lessor to execute a guarantee in respect of the Lessee's obligations contained in this Lease in the form set out in Schedule 4 1164030.01 -24- duly observed and performed by its tenants and licensees (if any) and employees agents and visitors 3.35 Service charge 3.35.1 To pay to the Lessor a service charge being the fair proportion attributable to the Premises of all amounts costs and expenses which may at any time during each Service Charge Year of the Term become payable by the Lessor pursuant to the Superior Lease 3.35.2 The manner in which the Service Charge shall be paid shall be as follows:- 3.35.2.1 the Lessor shall as soon as reasonably practicable after the end of each Service Charge Year use all reasonable endeavours to procure that the Superior Lessor prepares an account ("the Superior Lessor's Account") showing the service charge for that year and upon such account being reasonably and properly certified by the Superior Lessor's Accountant the same shall in the absence of manifest error be final and binding on the Lessee 3.35.2.2 the Lessee shall pay for each Service Charge Year of the Term a provisional service charge being a proportionate part of the Lessor's Surveyor's estimate (acting reasonably) of the likely aggregate amount of the service charge for the forthcoming Service Charge Year 3.35.2.3 the Lessor or the Lessor's Surveyor shall as soon as reasonably practicable upon receipt of the Superior Lessor's Account prepare a statement which shall set out details of the provisional service charge payments made by the Lessee for the relevant Service Charge Year and if the service charge for that year shall exceed the payments made by way of provisional service charge the amount of the excess shall be paid forthwith by the Lessee to the Lessor but if it shall be less the amount of the overpayment shall be credited to the Lessee against the next payment of rent and service charge 3.35.2.4 the Lessor shall be entitled to change the annual date for the purpose of computing the service charge whenever it shall reasonably think fit and to make such apportionment as the Lessor acting reasonably shall consider to be fair and necessary upon any change of such date (and the expression "Service Charge Year" shall be construed accordingly) or in the proportions. attributable to the Premises 3.35.2.5 the provisional service charge shall be payable by four equal instalments in advance of the same in like manner as the Rent is payable PROVIDED ALWAYS that while the supply of any of the services to the Premises or any part thereof is separately metered the cost thereof 1164030.01 -26- 4. LESSOR'S COVENANTS The Lessor hereby covenants with the Lessee as follows:- 4.1 Quiet enjoyment That the Lessee paying the rent and other monies payable hereunder and observing and performing the Lessee's covenants and stipulations herein contained shall peaceably hold and enjoy the Premises during the Term without any interruption by the Lessor hereunder or any person rightfully claiming under or in trust for it 4.2 Insurance 4.2.1 To use all reasonable endeavours to procure that the Superior Lessor keeps or procures to be kept insured at all times throughout the Term the Building in such sum as shall be its full reinstatement value (with such allowance (if any) for inflation of building costs as the Superior Lessor shall reasonably deem necessary) including compliance with the building regulations and planning control and demolition and site clearance expenses and three years rent of the Premises (including rent potentially payable upon a rent review under this Underlease) and professional fees on demolition and rebuilding) against loss or damage by the Insured Risks with reputable insurers and to produce to the Lessee upon demand (but no more often than twice in any year of the Term) a certified copy of the insurance policy or other evidence of such insurance and evidence of payment of the last premium and to notify the Lessee in writing upon the Lessor being notified of the same by the Superior Lessor of any material changes in the Insured Risks and subject to the Superior Lessor being able to obtain all necessary planning approvals and other licences approvals. and consents to use its reasonable endeavours to require the Superior Lessor to cause all monies (save monies payable for loss of rent) received by virtue of such insurance to be laid out as soon as practicable in making good the damage or destruction for which the monies have been received the Superior Lessor making up any deficiency out of its own monies PROVIDED however that the Superior Lessor's liability to insure against loss or damage by any of the Insured Risks shall be subject at all times to cover being normally available at a reasonable cost with reputable insurance offices in the United Kingdom or through underwriters at Lloyds and shall be limited to effecting such cover as is normally available upon the terms and conditions available in such insurance market from time to time and subject to such exclusions conditions or provisions for excess from time to time reasonably agreed between the Superior Lessor and the insurers 4.2.2 The Lessor's obligations under the foregoing provisions of this Clause shall cease if and to the extent that the insurance be invalidated or payment of the insurance monies withheld or refused as a result of any act neglect or default of the Lessee or any agent servant tenant or licensee of the Lessee or any person within the Lessee's control or if and to the extent that the Lessee shall fail to pay any sums due pursuant to the provisions of Clause 3.7.5 1164030.01 -27- 4.3 Provide services 4.3.1 To use all reasonable endeavours to procure that the Superior Lessor shall provide and carry out or procure the provision or carrying out of the services ("the Services") specified in Schedule 3 hereto PROVIDED THAT neither the Lessor nor the Superior Lessor shall be liable for any interruption breakdown stoppage defect or failure to provide supply or procure any of the Services to be supplied by virtue of weather conditions inevitable accident emergency act of God necessary repairs maintenance or replacement or by any cause whatever not within the control of the Lessor or the Superior Lessor provided that the Lessor shall use all reasonably endeavours to procure that the Superior Lessor ensures the services in question are restored as soon as practicable and PROVIDED THAT the Lessee shall not be entitled to object to the service charge or any item comprised in it or otherwise on any of the following grounds:- 4.3.1.1 the inclusion in a subsequent Service Charge Year of any item of expenditure or liability omitted from the service charge for any preceding Service Charge Year 4.3.1.2 that any item of service charge included at a reasonable and proper cost might have been provided or performed at a lower cost 4.3.1.3 disagreement with any estimate of future expenditure for which the Superior Lessor requires to make provision so long as the Superior Lessor has acted reasonably and in good faith and in the absence of manifest error 4.3.1.4 the manner in which the Superior Lessor exercises its discretion in providing Services so long as the Superior Lessor has acted reasonably and in good faith and in accordance with the principles of good estate management 4.3.1.5 the employment of respectable and responsible agents contractors or other persons as the Superior Lessor may from time to time think fit for the carrying out and provision on the Superior Lessor's behalf of the Services so long as the Superior Lessor has acted reasonably and in good faith and in accordance with the principles of good estate management AND PROVIDED THAT the Superior Lessor may in its absolute discretion vary replace withdraw extend alter or add to such Services if it reasonably considers that by doing so the amenities in the Building may be improved and/or the management thereof more efficiently conducted so long however as the Superior Lessor shall at all times provide such of the Services as are necessary for the proper maintenance and use and enjoyment of the Building AND PROVIDED THAT in the event that the Lessor or the Superior Lessor shall be required during any Service Charge Year to incur heavy or exceptional expenditure which forms part of the service charge the Lessor shall be entitled to recover from the Lessee a proportionate part 1164030.01 -28- of that expenditure on the next date for payment of rent and service charge following such expenditure 4.3.2 To use all reasonable endeavours to procure that the Superior Lessor shall at all times keep or cause to be kept detailed accounts (which shall be open to inspection by,the Lessee at reasonable times upon prior appointment) of all expenditure in respect of the Services 4.4 To pay Superior Lease rents To pay the rents reserved by the Superior Lease and to perform so far as the Lessee is not liable for such performance under the terms of this Underlease the covenants and conditions on the part of the lessee contained in the Superior Lease and to indemnify and to keep indemnified the Lessee against all actions claims proceedings costs expenses and demands in any way relating to the Superior Lease and in relation to any service charge payments due but not demanded or paid as at the date hereof in relation to the Premises 4.5 Obtain consents under the Superior Lease To take all reasonable steps at the Lessee's expense to obtain the consent of the Superior Lessor whenever the Lessee makes application for any consent required under this Underlease where the consent of both the Lessor and the Superior Lessor is needed by virtue of this Underlease and the Superior Lease 5. PROVISOS PROVIDED ALWAYS and it is hereby agreed as follows:- 5.1 Interest That if the Rent or any part thereof or any other monies due by the Lessee to the Lessor shall at any time be unpaid on the due date (whether in respect of rent any formal demand shall have been made or not) then the Lessee shall pay to the Lessor in addition Interest on such sum for the period from the date when such sum became due to the date of payment to the Lessor 5.2 Re-entry 5.2.1 That 5.2.1.1 if the Rent or any part thereof or any interest payable thereon or any other monies due by the Lessee to the Lessor shall at any time be unpaid for twenty one days (whether any formal demand shall have been made or not) or 5.2.1.2 if the Lessee shall fail to perform or observe any of its covenants or stipulations herein or 5.2.1.3 if the Lessee or the Guarantor for the time being (being a company) 5.2.1.3.1 enters into liquidation whether compulsory or voluntary (save for the purpose of demonstrated 1164030.01 -29- to the Lessees' satisfaction reconstruction or amalgamation whilst solvent) or 5.2.1.4 passes a resolution for winding up (save as aforesaid) or 5.2.1.4.1 is unable to pay or has no reasonable prospect of being able to pay its debts within the meaning of Sections 122 and 123 of the Insolvency Act 1986 ("xxx 0000 Xxx") or 5.2.1.4.2 summons a meeting of its creditors or any of them under Part I of the 1986 Act or 5.2.1.4.3 suffers a petition for an Administration Order in respect of it to be filed at Court or 5.2.1.4.4 suffers a receiver or administrative receiver to be appointed or 5.2.1.5 if the Lessee for the time being (being an individual or being more than one individual any one of them) 5.2.1.5.1 shall have a receiving order made against him or 5.2.1.5.2 become bankrupt or 5.2.1.5.3 is unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of Sections 267 and 268 of the 1986 _' Act or 5.2.1.5.4 if the Lessee (or if there shall be more than one Lessee any of them) enters into composition with his or their creditors or 5.2.1.5.5 if an interim order is made under Part VIII of the 1986 Act 5.2.1.5.6 suffers any distress or execution to be levied on his or their goods at the Premises then and in any such case it will be lawful for the Lessor at any time after any such event to re-enter upon the Premises or any part of the Premises in the name of the whole and thereupon this demise will absolutely determine but without prejudice to any right of action or remedy of the Lessor in respect of any beach non-observance or non-performance of any of the Lessee's or the Guarantor's covenants or any conditions contained in this Underlease 5.3 Distress That all monies payable by the Lessee under this Underlease shall be a charge on the Premises and recoverable by distress as for rent in arrear 1164030.01 -30- 5.4 Exclusion of warranty Nothing in this Underlease or in any consent granted by the Lessor under this Underlease shall imply or warrant that the Premises may be used for the purpose herein authorised so far as concerns any statutes relating to town and country planning or that any alterations or additions or other works to the Premises which the Lessor may permit under the provisions of this Underlease will not require planning permission and it is hereby agreed that in entering into this Underlease the Lessee does not rely on any such warranty given by the Lessor or by any person on its behalf 5.5 Damage from Services The Lessor shall not be liable to the Lessee or any other person claiming through the Lessee for any damage which may be caused by stoppage breakage or defect of any plant equipment or machinery in or service to the Premises or any neighbouring premises PROVIDED that the Lessor shall use all reasonable endeavours to procure that the Superior Lessor shall restore the plant equipment machinery or service in question as soon as practicable and PROVIDED that such damage shall not arise from the Lessor's negligence 5.6 Lessor's liability In any case where the facts are known to the Lessee (but not known to the Lessor) the Lessor shall not in any event be liable to the Lessee in respect of any failure of the Lessor to perform any of its obligations to the Lessee hereunder whether express or implied unless and until the Lessee has notified the Lessor of the facts giving rise to the failure and the Lessor has failed within a reasonable time to remedy the same 5.7 Walls Any wall dividing the Premises from any adjoining premises shall be treated as a party wall and used and repaired as such 5.8 Lessee's effects The Lessee hereby irrevocably appoints the Lessor to be its agent to store or dispose of any effects left by the Lessee on the Premises for more than fourteen days after the end of the Term on such terms as the Lessor thinks fit and without the Lessor being liable to the Lessee save to account for the net proceeds of sale less the cost of storage (if any) and any other expenses reasonably incurred by the Lessor PROVIDED THAT the Lessee will indemnify the Lessor against any liability incurred to it by any third part whose property shall have been sold by the Lessor in mistaken (but bona fide) belief that such property belonged to the Lessee and was liable to be dealt with as such pursuant to the provisions of this Clause 5.8 5.9 Notices Any notice required to be served on any party shall be sufficiently served if it is sent by post in a stamped envelope addressed to the Lessee or to the Guarantor at the last known place of abode or business or registered office or address for service in the United Kingdom of such Lessee or Guarantor or to the Lessee's 1164050.01 -31 - Solicitors or to the Lessor at its registered office and proof of posting shall be proof of service 5.10 Rent cesser In the event of the Premises or any part thereof or the access leading thereto at any time during the Term being damaged or destroyed by any of the Insured ' Risks so as to render the Premises incapable of occupation and the Specified Use then (save to the extent that the policy monies become irrecoverable in whole or part through any act or default of the Lessee or any person under its control) the Rent or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until either the Premises or the damaged portion thereof shall again be capable of use or occupation or for a period equal to the number of years for which insurance against loss of rent has been effected under the Superior Lessor's insuring covenant (whichever is the shorter period) and any dispute between the parties as to the amount of any cesser of rent as aforesaid shall be determined by arbitration pursuant to the Arbitration Xxx 0000 > 5.11 Indemnities All indemnities given by the Lessee hereunder to the Lessor in respect of claims from third parties shall be subject to the condition that the parties hereto shall jointly negotiate and deal with any claims against the Lessor and any actions and proceedings resulting therefrom in close consultation with one another and the . Lessor will not settle or compromise any such claim without the prior written consent of the Lessee (such consent not to be unreasonably withheld) subject to the rights and powers of any insurers 5.12 Option to determine on non-reinstatement If by damage by an Insured Risk the Premises or a substantial part thereof shall at any time be rendered unfit for occupation or use for the Specified Use or inaccessible and the Premises shall not have been reinstated and rendered capable of occupation for the Specified Use by three months before the end of the period of three years referred to in Clause 5.10 ("the rent insurance period") then either the Lessor or the Lessee may thereafter determine the Term and this Underlease by not less than three calendar months' notice in writing to that effect served upon the other and upon the expiration of such notice this Underlease and the Term shall cease and determine PROVIDED that no such notice shall be valid if served more than five weeks after the expiration of the rent insurance period or if at the date of service or of expiration of such notice the Premises shall in fact have been so reinstated and rendered capable of occupation and use for the Specified Use 5.13 S.62 Law of Property Xxx 0000 The operation of Section 62 of the Law of Property Xxx 0000 shall be excluded from this Underlease and the only rights granted to the Lessee are those expressly set out in this Underlease and the Lessee shall not by virtue of this Underlease be deemed to have acquired or be entitled to by any means whatever any easement from or over or (except such as may be specifically granted in this Underlease) in through over and upon any land or premises adjoining or near to the Premises 1164030.01 -32- 5.14 Contracts (Rights of Third Parties) Xxx 0000 For the purposes of the Contracts (Rights of Third Parties) Xxx 0000 the parties hereto hereby agree that they do not intend any terms of this Lease to be enforceable by any third party who but for that Act would not have been entitled to enforce such terms 5.15 Statutory compensation Except where any statutory provision prohibits the Lessee's right to compensation being reduced or excluded by agreement the Lessee shall not be entitled to claim from the Lessor on quitting the Premises or any part thereof any compensation under the Landlord and Xxxxxx Xxx 0000 5.16 Waiver of Right to Forfeit That no demand for or acceptance or receipt of any part of the Rent or other monies payable under this Underlease or any payment on account thereof shall operate as a waiver by the Lessor of any right which the Lessor may have to forfeit this Underlease by reason of any breach of covenant by the Lessee notwithstanding that the Lessor may know or be deemed to know of such breach at the date of such demand acceptance or receipt 5.17 Jurisdiction This Underlease shall be governed by and construed in all respects in accordance with the law of England and the English courts shall have exclusive jurisdiction in relation to any disputes arising under or connected with this Underlease and the Lessee agrees that any process may be served on it by leaving a copy of the relevant document at the Premises 5.18 Severance Each of the Clauses of this Underlease is distinct and several from the others and if at any time one or more of such provisions is or becomes illegal invalid or unenforceable the validity legality and enforceability of the remaining provisions will not in any way be affected or impaired 5.19 Exclusion Order Having been authorised to do so by the Court Order the parties hereto agree that the provisions of Sections 24 to 28 (inclusive) of the Landlord and Xxxxxx Xxx 0000 shall be excluded in relation to the Tenancy hereby created 6. RENT REVIEW 6.1 From each Review Date until as the case may be either the next Review Date or the end of the Term the Lessee shall pay to the Lessor in each year rent ("the New Rent") being whichever is the greater of a sum equal to the rent payable immediately prior to the relevant Review Date or a sum equal to the open market yearly rent payable for the Premises at the relevant Review Date determined in accordance with this Clause 6 6.2 The New Rent may be agreed in writing between the Lessor and the Lessee at any time but if the Lessor and the Lessee shall not by a date four months before 1164030.01 -33- the relevant Review Date have agreed in writing the said open market yearly rent then the question may be referred for determination by an independent surveyor ("the Surveyor") acting as an arbitrator and appointed either by agreement between the Lessor and the Lessee or (upon the application of the Lessor or the Lessee) by the President for the time being of the Royal Institution of Chartered Surveyors (or failing him by such officer of such other professional body of surveyors as the Lessor shall designate) 6.3 The arbitration shall be conducted in accordance with the Arbitration Xxx 0000 6.4 The open market yearly rent shall be ascertained having regard to open market rental values current at the relevant Review Date and on the assumption of the Premises being let with vacant possession (but that all landlord's fixtures and fittings in the Premises are left intact) by a willing lessor to a willing lessee on the open market without payment of a premium upon the terms of this Underlease (other than the rent reserved but including these provisions for review of rent) and subject to and including the benefit of any deed of variation consent licence or approval or other instrument relating thereto and requested by or agreed with the Lessee and on the assumption:- 6.4.1 that the covenants and conditions contained in this Underlease on the part of the Lessee to be observed and performed have been fully complied with and 6.4.2 of a term equal to the length of the original term of this Underlease remaining unexpired on the relevant Review Date or ten years (whichever shall be longer) with rent reviews at intervals similar to the reviews in this Underlease and 6.4.3 that at the relevant Review Date the Premises are fully constructed fitted out and equipped fit ready carpeted and available for and capable of immediate occupancy and use without the need for any expenditure on the part of the Lessee and 6.4.4 that no work has been carried out to or in the Premises by the Lessee which has diminished the rental value of the Premises and 6.4.5 that in case the Premises or any part thereof or the means of access thereto or any essential services therefor have been destroyed or damaged they have been fully restored and that the rent suspension provisions contained in Clause 5.10 hereof shall if in operation at the relevant Review Date not be in operation 6.4.6 that the Premises may be used for the Specified Use and for any other use permitted by any consent licence or approval given by the Lessor before the relevant Review Date at the request of the Lessee or with the Lessee's agreement but not so as to assume that such use is a permitted use under the provisions of the Town and Country Planning Acts but disregarding 6.4.6.1 any effect on rental value of the Lessee's or any permitted sub-tenant's occupation or that of any predecessor in title of the Lessee or any permitted sub-tenant and 1164030.01 -34- 6.4.6.2 any goodwill attached to the Premises by reason of the business carried on there by the Lessee or any permitted sub-tenant or that of any of their predecessors in title in their respective business and 6.4.6.3 any effect on rental value of the Premises attributable to the existence at the relevant Review Date of any alterations or improvements to the Premises made during to the Term by the Lessee or any permitted sub-tenant or any of their respective predecessors in title (otherwise than pursuant to any obligation on the part of the Lessee such permitted sub- tenant or such predecessor in title to carry out such work) and at the sole expense of the Lessee or such permitted sub-tenant or their respective predecessors in title and without any obligation on the part of the Lessor to reimburse such expense and with the prior written consent of the Lessor where such consent is otherwise required by this Underlease and 6.4.6.4 any statute order instrument regulation or direction which has the effect of regulating or restricting the amount of rent which may be payable in respect of the Premises and 6.4.6.5 save in respect of improvements in respect of which an undertaking to reinstate is precluded by Section 19(2) of the Landlord and Xxxxxx Xxx 0000 any effect on rent of any obligation of the Lessee arising under this Underlease or any deed licence consent or other instrument made by the Lessor at the request of the Lessee to remove alterations or additions or to reinstate the Premises to the condition or design of the Premises before the carrying out of any works to the Premises and 6.4.6.6 any value attributable to the existence at the Premises of any equipment or property of the Lessee at the Premises and 6.4.6.7 any rent free period or reduced rent period which may have been allowed to the Lessee under the terms of this Underlease 6.4.6.8 If for any reason whatever the New Rent shall be ascertained after the relevant Review Date then the Lessee shall pay rent at the rate payable immediately prior to the relevant Review Date on account of the New Rent and upon the date ("the Due Date") ten days after the ascertainment of the New Rent or the next quarter day (whichever shall be the earlier) the Lessee shall notwithstanding that the provisions of Clause 6.8 hereof shall remain to be complied with pay as rent in arrear any difference between the rent paid and the New Rent in respect of the period from the relevant Review Date until the Due Date together with interest thereon at the normal deposit rate of HSBC Bank ' plc in respect of seven day money from the relevant Review Date to the date of payment and together with the New Rent 1164030.01 -36- (c) the same rights of support shelter and protection for the Premises from all adjoining premises of the Lessor or the Superior Lessor as are at present enjoyed (d) the right to have the Lessee's name displayed on any notice board from time to time maintained by the Superior Lessor at the entrance to or elsewhere within the Building and for avoidance of doubt this shall include the second floor lift lobbies (e) the right by prior arrangement with the Lessor and the Superior Lessor to place refuse in such refuse skips and/or compacting plant as the Lessor or the Superior Lessor may from time to time specify or in such other refuse disposal facilities which may from time to time be provided for that purpose by the Lessor or the Superior Lessor (f) the right to use such of the Common Parts of the Building as are necessary for the purpose of access to and egress from the Premises on foot only and without causing any obstruction to the same (g) the right in an emergency only to use any fire escape facilities from time to time available from the Premises (h) the right to use such male and female toilets and washing facilities within the Building as the Lessor or the Superior Lessor may from time to time by notice in writing stipulate SCHEDULE2 Exceptions and Reservations and Adverse Easements which where the context so admits or requires are excepted and reserved to the Lessor in common with the other tenants of the Building and their tenants servants agents and workmen and all others authorised by them and with or without materials and equipment (a) the right at all times without obtaining any consent from the Lessee but not so that the access of light or air to the Premises may be materially affected to build upon or heighten or extend any building or which the Premises may form part or any other buildings standing on any land near to the Premises or otherwise to deal 0 with such land at it may think fit the right of passage of Services from and to other land and the buildings of the Superior Lessor now or hereafter during the Term to be erected thereon through such Conducting Media as may at any time during the Term run through in upon or under the Premises and at reasonable times to enter upon the Premises to make connections with such Conducting Media for the purpose of exercising such right making good all damage caused to the Premises and the Lessees fixtures and fittings (c) the right of support shelter and protection for all adjoining premises as are at present enjoyed from the Premises (d) all rights of entry upon the Premises contained or referred to throughout Clause 3 of this Underlease (e) the right to erect scaffolding for the purposes of repairing or cleaning the exterior of the Building provided that any such scaffolding does not materially interfere with the access to or egress from or the enjoyment and use of the Premises 1164030.01 ' -35- for the period from the Due Date to the next quarter day thereafter and for the avoidance of doubt the New Rent shall be deemed to have been ascertained on the date when it has been agreed between the Lessor and the Lessee or (as the case may be) on the date of the award or determination of the Surveyor ' 6.4.6.9 If by virtue of any government legislation the rent payable under this Underlease as from any Review Date is restricted or any restriction is imposed upon the Lessor's right to review the rent then forthwith upon such restriction coming to an end the Lessor may by written notice served on the Lessee bring about a further rent review as if the day after the restriction had ended were a Review Date and the other provisions of this Clause 6 shall apply (mutatis mutandis) 6.5 The right of re-entry hereby reserved shall be exercisable by the Lessor as well in the case of non-payment of the New Rent as in the case of non- payment of any rent previously payable under this Underlease and the Premises shall stand charged with the payment of the New Rent as with any rent previously payable 6.6 When the amount of the New Rent shall have been so ascertained memoranda thereof shall thereupon be signed by or on behalf of the Lessor and the Lessee and annexed to this Underlease and the counterpart thereof and the parties shall bear their own costs in respect thereof IN WITNESS whereof the parties have executed this Underlease as a deed which is intended to be and is delivered on the date first above written SCHEDULE 1 Easements and Rights granted which where the context so admits or requires are granted in common with the Lessor and other tenants and occupiers of the Building and their tenants servants agents and workmen and all others authorised by them and with or without equipment and materials (a) the right of passage of Services from and to the Premises through such Conducting Media as may now or during the Term run through under or over other parts of the Building with the right if necessary and proper to enter upon such other parts of the Building at reasonable times for the purpose of repairing so far as may be necessary such Conducting Media and making connections thereto the persons exercising such rights causing as little damage inconvenience and nuisance as practicable and the Lessee forthwith at the Lessee's expense and to the reasonable satisfaction of the Lessor's Surveyor and the Superior Lessor making good any damage done to the Building the right at reasonable times and where such works cannot otherwise reasonably be carried out to enter upon such other parts of the Building as may be reasonably necessary for the purpose of repairing decorating or maintaining the Premises the persons exercising such rights causing as little damage inconvenience and nuisance as practicable and the Lessee forthwith at the Lessee's expense and to the reasonable satisfaction of the Lessor's Surveyor and the Superior Lessor making good any damage done to the Building 1164030.01 -37- the right to attach to and maintain on the exterior of the Premises in accordance with the requirements from time to time of the fire officer any lighting cables fire escape facilities (including staircases) and other equipment to serve such lighting cables or staircases and barriers for the purposes of any fire escape facilities and all necessary facilities for inspection repair maintenance and replacement of the same PROVIDED that there is no material interference with the Lessee's permitted use and enjoyment of the Premises (g) all rights of light and air and all other easements or rights (if any) now enjoyed by other lands buildings and properties over the Premises and any exceptions and reservations to which the Lessor's and any superior title is subject PROVIDED that (a) none of the above mentioned rights herein excepted and reserved permitting entry into the Premises or the erection of scaffolding shall be exercised unless such works and other matters cannot be reasonably effected without entry onto or into the Premises or scaffolding, being erected and then only after there has been prior consultation with the Lessee (except in emergency) and (b) all the rights herein excepted and reserved shall be exercised only in such a manner as to cause as little interference inconvenience or damage as reasonably practicable to the Lessee the Premises and the business carried on thereat and the Lessee's fixtures and fittings and stock and any damage occasioned to the Premises and the Lessee's fixtures and fittings shall be made good by the person exercising such rights as soon as practicable SCHEDULE 3 The Services 1. Cleaning (including stone cleaning) lighting repairing maintaining furnishing decorating refurbishing altering renewing or rebuilding (where necessary as part of the process of repair) and complying with and/or making representations against or otherwise contesting the incidence of any statutory requirements and the provision hire and maintenance of any equipment necessary therefor 2. Cleaning windows glass screens and glass doors inside and outside other than those for which a tenant is responsible 3. Providing maintaining cleaning running repairing overhauling replacing or -' renewing (where necessary as part of the process of repair) and inspecting the Service Chattels namely (but not limited to) all lifts lift shafts and lift machinery boilers electrical mechanical and other equipment plant machinery apparatus and services air conditioning ventilating and circulation equipment sanitary apparatus amenity furniture and equipment architectural or artistic features planting areas boxes or tubs and all services provided for the use of the tenants and occupiers of the Building including all conduits and fire escapes fire warning and fighting equipment sprinkler systems security alarms telephones communications closed circuit television and cleaning equipment facilities and apparatus not comprised in and used for the benefit of a single Lettable Unit _. 4. Gas electricity water fuel and other power consumed for or in connection with the provision of any of the Services and/or the Service Chattels 5. Supplying to all Lettable Units hot and cold water to toilets toilet hygiene and towel service 6. Supplying to all Lettable Units air conditioning and ventilation extraction 1164030.01 -38- 7. Refuse disposal and pest control including the provision and replacement from time to time of any skips compactors or other refuse disposal facilities which may at any time be reasonably deemed necessary by the Superior Lessor or stipulated by the local authority or private contractor responsible for the collection of refuse from the Building (provided that the Superior Lessor may acting reasonably and properly require trade waste arising from any particular tenants' or occupiers' trade or business to be disposed of by such tenant or occupier and not by the Superior Lessor) 8. Paying all rates taxes assessments and outgoings whether of a recurring nature or not and paying any special costs or expenses which maybe imposed by the local authority and not recoverable from any other person 9. Planting cultivating tending stocking and restocking any planting boxes or tubs 10. Employing caretakers porters receptionists security personnel lift attendants boiler men supervisors maintenance men and all other staff (including independent contractors) as the Superior Lessor may reasonably consider necessary and the payment of reasonable and proper wages salaries social security pension and insurance contributions and other outgoings and benefits occasioned by the employment of such persons and the provision of uniforms overalls and protective clothing for such persons 11. The provision of reasonable and proper security arrangements for the Building 12. Maintaining notice boards indicating the name business and location of the tenants and other occupiers of the Building 13. In the case of management by the Superior Lessor's own staff a management charge of ten per centum of the total cost to the Superior Lessor of the provision of the other services referred to in this Schedule 14. The engagement or provision of managing agents and such other management staff and such professional advisers and contractors as the Superior Lessor shall acting reasonably and properly deem necessary for the efficient provision of the services including fees for computing and auditing the service charge and collection of rents insurance premiums and services charges PROVIDED that such management charge as is referred to in paragraph 13 hereof shall not in total exceed ten per centum of the service charge (excluding all costs relating to the insurance of the Building or any parts thereof and any reserve or sinking fund) and such management charge and the fees payable under this paragraph 14 shall not include any costs or fees relating to the review of rents and the letting and re- letting of the Building or any parts thereof 15. The insurance against loss or damage by fire and such other risks as the Superior Lessor shall acting reasonably and properly deem necessary together with such fees and expenses (including professional fees and demolition and site clearance expenses) as the Superior Lessor acting as aforesaid shall deem necessary of the Common Parts and service chattels and insurance against theft third party liability public liability and employer's liability and such other insurances as the lessor shall acting as aforesaid consider to be necessary 16. The valuation for insurance purposes of the Building and each and every part thereof (but not a single Lettable Unit) including (but not limited to) the service 1164030.01 -39- chattels as often as the Superior Lessor shall reasonably determine but not more often than once in every three years 17. The reading of meters or other assessments of the cost of supplying any services which are subject to a metered supply SUBJECT however to the proviso contained in Clause 3(36)(c) of the Superior Lease 18. A sinking fund or other provision to provide for the replacement of the Service Chattels and to provide for periodic items including (but not limited to) repairs maintenance decoration and renewals compliance with legislation regulations of local authorities and reasonable requirements of insurers such reserve of sinking fund to be held by the Superior Lessor on trust for the tenants of the Building in a specially designated deposit account all interest earned thereon being credited to such account at regular intervals and held on trust as aforesaid 19. Without limiting the aforesaid all other expenses reasonably incurred by the Superior Lessor in or incidental to or for the purpose of providing or maintaining services facilities or amenities to for or of the Building PROVIDED ALWAYS that there shall be excluded from the service charge any expenses outgoings or other expenditure relating to the review of rents and the letting and re-letting of the Building or any parts thereof > (ii) the making good of any inherent or latent defects in the design or construction of the Building including the Premises or in the installation by or on behalf of the Superior Lessor of anything in or on the Premises or the Building _ _ any costs and expenses incurred relating to the rebuilding reinstatement and renewal (save insofar as necessary as part of the process of repair) of the Building (iv) the making good of damage by any of the risks insured or covenanted to be insured by the Superior Lessor save insofar as the Superior Lessor reasonably chooses not to claim under any such insurance in respect of such damage PROVIDED FURTHER that in no event shall the Lessee's proportion of the service charge or that part of the service charge payable by the Lessee be increased or altered by reason that at any relevant time any part of the Building may be vacant or be occupied by the Superior Lessor or any firm person or company associated with the Superior Lessor or that any tenant or other occupier of another part of the Building may default in payment of his due proportion of the service charge or that at any relevant time any part of the Building may be damaged or destroyed SCHEDULE 4 Guarantee The Guarantor guarantees to and covenants with and for the benefit of the Lessor (which expression shall for the purpose of these guarantees and covenants include the Lessor's successors in title to the reversion without the need for express assignment):- (a) that the Lessee will during the period that the Lessee shall be bound by the tenants covenants in this Underlease pay the rent (including the New Rent agreed . or ascertained pursuant to the provisions of the Underlease) and all other sums agreed to be paid by the Lessee when due and will also duly perform and observe 1164030.01 -40- its covenants and the stipulations in the Underlease and that the Guarantor will if the Lessee shall make any default in payment of such rent (including the New Rent as aforesaid) or any other sums or in the performance and observance of such covenants and stipulations pay the rent and monies and observe or perform the covenants or stipulations in respect of which the Lessee shall be in default and will make good to the Lessor all losses costs and expenses sustained by the Lessor through the default of the Lessee PROVIDED ALWAYS that any neglect or forbearance of the Lessor in endeavouring to obtain payment of the rent or other monies when the same become due or its delay in taking any steps to enforce performance or observance of the said covenants or stipulations and any time or indulgence which may be given by the Lessor to the Lessee or the fact that this Underlease may have been assigned or that the Lessee may have ceased to exist or any other act or thing whereby but for this provision the Guarantor would have been released shall not release or in any way lessen or affect the liability of the Guarantor under this guarantee (b) that if the Lessee shall enter into liquidation (save for the purpose of demonstrating to the Lessees satisfaction) reconstruction or amalgamation whilst solvent) or become bankrupt and the liquidator or trustee shall disclaim the Underlease then the Guarantor will if required by the Lessor in writing within six months after such disclaimer accept from the Lessor a lease of the Premises for a term equal to the residue of the Term unexpired at the date of such disclaimer and containing the same rent covenants provisos and other terms as the Underlease and shall execute and deliver to the Lessor a counterpart thereof and shall pay the reasonable and proper costs of such new lease - - that if this Underlease shall be so disclaimed and for any reason the Lessor does not require the Guarantor to accept a new lease of the Premises as aforesaid then the Guarantor shall pay to the Lessor on written demand an amount equal to the rent reserved by the Underlease at the date of such disclaimer for the period commencing with such date and ending on the date six months after such disclaimer or the date on which the Premises are relet by the Lessor whichever is_ the sooner EXECUTED (but not delivered until the ) date inserted in this Deed) as a Deed by ) the affixing of the COMMON SEAL of ) ARCADIA GROUP PLC in the presence of:- Director f Director Secretary/9iFee~e~- 1164030.01