Lease between AG Commercial St. I.B.V. as Landlord, DXI Limited as Tenant, and 8x8 Inc. as Guarantor

(A) includes all Conduits from time to time within or leading to the Building which serve it and which do not form part of the public mains; and

(B) includes the Services Systems and all other landlord's fixtures forming part of the Building from time to time; and

(C) includes all additions, alterations and other works made to the Building from time to time (but only including the Alterations to the extent that the Tenant has given the Landlord full details of the same pursuant to clause 11.5(G)); and

(D) excludes any tenant's fixtures forming part of the Building from time to time.

(A) the standing charges, meter rents and the costs of metered units and all other existing and future levies, costs and taxes payable in respect of that provision of that AC Energy; or

(B) the reasonable and proper administrative costs in connection with that provision of energy.

(A) the Tenant is deemed to be unable to pay its debts under s.123 Insolvency Act 1986 (if a company) or s.268 Insolvency Act 1986 (if an individual); or

(B) proceedings are taken against the Tenant or the Tenant makes any agreement, arrangement, scheme or composition with its creditors, including a voluntary arrangement under part I (if a company) or part VIII (if an individual) of the Insolvency Act 1986; or

(C) if the Tenant is a company:

(D) if the Tenant is an individual, a bankruptcy petition against him is presented to the Court, he has a bankruptcy order made against him or he is otherwise adjudged to be bankrupt; or

(E) any step is taken to enforce security over or to obtain possession of the Premises of the Tenant including the appointment of an interim receiver, receiver, administrative receiver (in the case of a debenture to which the Tenant is a party created before 15 September 2003); or

(F) if the Tenant is a company, any step is taken by any person, including the Tenant, with a view to the winding up, whether solvent or insolvent, of the Tenant, or the Tenant ceases to carry on all or a material part of its business, except for and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation of the Tenant while solvent; or

(G) in respect of a Tenant incorporated or resident in a jurisdiction outside England and Wales, any event or circumstance occurs which under the laws of that jurisdiction has an analogous or equivalent effect to any of the Events of Insolvency defined in this definition; or

(H) any of the Events of Insolvency defined in this definition occur in relation to any guarantor of the Tenant.

(A) any parts used or designed to be used by persons responsible for the provision of public utilities in connection with the carrying out of their statutory duties; and

(B) accommodation from time to time reserved in the Building for staff engaged in or employed in connection with the provision of the Services.

(A) all structural or loadbearing walls, columns, slabs, joists and beams forming part of the Building, its foundations and roofs and all external parts of the Building the repair and maintenance of which are not the responsibility of tenants or other occupiers of the Building; and

(B) all party structures, boundary walls and railings, if any, within the boundaries of the Building; and

(C) all parts of the Building reserved for the housing of the Services Systems or otherwise required or used for the provision of the Services; and

(D) the Services Systems; and

(E) the basement car park and storage area (including the areas demised by the Ground Floor Corridor Lease and the Basement Car Park Lease).

(A) Lettable Areas;

(B) the Office Common Parts; and

(C) the Residential Common Parts;

(D) and includes the Main Structure.

(A) the lease of airspace and structures above 1 Commercial Street, London E1 6BF dated 13 January 2012 made between (1) Transport for London and (2) Redrow Homes Limited which is registered at the Land Registry with title number AGL249525 and includes any documents supplemental to it; and

(B) the supplemental lease of airspace and structures above 1 Commercial Street, London E1 6BF dated 23 June 2014 made between (1) Transport for London and (2) Redrow Homes Limited which is registered at the Land Registry with title number AGL315382 and includes any documents supplemental to it at the date of this Lease.

(A) references to Statute include references to:

1. that Statute as amended or re-enacted or as other Statutes modify its application from time to time; and
2. any subordinate legislation made or to be made under that Statute; and

(B) references to clauses or schedules are references to clauses in or schedules to this Lease and references to paragraphs are references to paragraphs in the schedule in which those references are made; and

(C) references to the singular include the plural and vice versa; and

(D) references to the parties include their successors in title; and

(E) references to persons include individuals, companies, firms, partnerships, government bodies or agencies and corporations sole and aggregate; and

(F) references to the masculine gender include the feminine and the neuter genders and vice versa; and

(G) references to an indemnity mean an indemnity against all actions, claims, demands and proceedings made against the Landlord and all costs, expenses, liabilities and losses incurred directly or indirectly by the Landlord and "indemnify" and "indemnified" shall be construed in the same way; and

(H) references to the Premises, the Building and Adjoining Premises include any part of them; and

(I) references to the end of the Term include the determination of the Term before the end of the Term; and

(J) where the Tenant requires the consent of the Landlord to any Alterations, any change of the Authorised Use or any assignment or any underletting, such consent shall not be effective unless given by way of a formal licence executed as a deed; and

(K) any reference to the date of assignment shall mean the date of the deed of assignment or transfer of this Lease and any covenants given to the Landlord on any assignment of this Lease shall take effect from such date; and

(L) any obligation on the Tenant includes an obligation on the Tenant to ensure that any person deriving title under the Tenant and its and their agents, employees, licensees and any other person under its or their control comply with that obligation and any reference to an act or default of the Tenant includes the act or default of those persons; and

(M) any obligation on the Tenant not to do an act or thing includes an obligation not to permit or allow that act or thing to be done; and

(N) any obligations entered into by more than one person in this Lease are entered into jointly and severally; and

(O) the headings shall not affect the interpretation of this Lease; and

(P) if any provision in this Lease is held to be illegal, void, invalid or unenforceable for any reason, the legality, validity and enforceability of the remainder of this Lease shall not be affected.

(A) the Rents or any part of them remain unpaid twenty one days after becoming payable, whether formally demanded or not; or

(B) the Tenant does not comply with the Tenant's Covenants; or

(C) there is an Event of Insolvency; or

(D) any process of distress, execution or similar process is levied against any of the assets and undertaking of the Tenant; or

(E) the Tenant or any guarantor of the Tenant, if a company, changes the liability of its shareholders from limited to unlimited or vice versa.

(A) If an Insurance Event damages or destroys the whole or substantially the whole of the Premises or renders them inaccessible and:

1. they have not been reinstated and made accessible within three (3) years and six (6) months of its occurrence then if the Landlord or the Tenant serves not less than six months' prior written notice on the other, this Lease shall end on the date the notice takes effect; or

2. they have not been reinstated and made accessible within four years of its occurrence then if the Landlord or the Tenant serves written notice on the other, this Lease shall end on the date the notice takes effect;

   unless in either case clauses 2.3(B) or 2.3(B) apply, and the Landlord shall be entitled to retain for its own benefit all insurance moneys received or receivable under any policy of insurance maintained by it.

(B) If any insurance moneys have been withheld in whole or in part due to the act or default of the Tenant, any notice served by the Tenant under clause 2.3(A)(1) shall be ineffective unless the Tenant has complied with clause 7.11.

(C) If the Premises have been reinstated and made accessible by the date any notice served by the Tenant under clause 2.3(A)(1) expires, this Lease shall not end.

(A) The Tenant may end this Lease on the Break Date by serving written notice of at least nine (9) months on the Landlord. This Lease shall then end on the Break Date if:

1. there are no outstanding substantial breaches of the Tenant's Covenants on the Break Date of which the Landlord has given notice to the Tenant and given the Tenant a reasonable opportunity to remedy that breach; and

2. the Tenant has paid all the Rents due under this Lease up to and including the Break Date; and

3. on the date the Tenant serves notice on the Landlord under this clause 2.4 the Tenant pays to the Landlord in addition to any other sums due under this Lease the sum of Four Hundred and Thirty Seven Thousand Six Hundred and Seven Pounds and Fifth Pence (£437,607.50) (plus VAT if applicable); and

4. on the Break Date the Tenant returns the Premises to the Landlord free of occupation and with no subsisting subleases

   unless the Landlord in its absolute discretion elects in writing to waive these conditions to the ending of this Lease.

(B) If the Lease ends on the Break Date and the Tenant has paid any Principal Rent and/or Insurance Rent in relation to the period falling after the Break Date then, within 14 days after the Break Date, the Landlord shall refund such sums to the Tenant (the apportionment of which shall be from and including the date after the Break Date).

(C) Where the title to this Lease is registered at Land Registry, on or before the Break Date the Tenant shall provide the Landlord with evidence which will satisfy the Chief Land Registrar that the title to this Lease can be closed.

(A) the Tenant confirms that before it entered into the tenancy created by this Lease or became contractually bound to do so:

1. the Landlord served on the Tenant the Notice; and

2. the Tenant, or a person duly authorised by the Tenant, made the Declaration; and

3. where the Declaration was made by a person other than the Tenant, the declarant was duly authorised by the Tenant to make the Declaration on the Tenant's behalf; and

(B) the Landlord and Tenant agree to exclude the provisions of ss24 to 28 (inclusive) of the 1954 Act in relation to the tenancy created by this Lease.

(C) the Tenant's Guarantor confirms that before this Lease was entered into:

1. the Landlord served on the Tenant's Guarantor the Guarantor Notice applying to the tenancy to be entered into by the Tenant's Guarantor pursuant to paragraph 4.2 of Schedule 5 of this Lease; and

2. the Tenant's Guarantor, or a person duly authorised by the Tenant's Guarantor, made the Guarantor Declaration; and

3. where the Guarantor Declaration was made by a person other than the Tenant's Guarantor, the declarant was duly authorised by the Tenant's Guarantor to make the Guarantor Declaration on the Tenant's Guarantor behalf; and

(D) the Landlord and the Tenant's Guarantor agree to exclude the provisions of ss24 to 28 (inclusive) of the 1954 Act in relation to the tenancy to be entered into by the Tenant's Guarantor pursuant to paragraph 4.2 of Schedule 5 of this Lease.

(A) so far as the Landlord has the power to grant them; and

(B) for the benefit of the Tenant and any person deriving title under the Tenant; and

(C) in common with the Landlord and all others authorised by it, unless otherwise stated in schedule 2; and

(D) subject to the right of the Landlord to interrupt, modify or end these rights without any liability to the Tenant if it grants the Tenant such alternative rights as may be necessary for the proper use and enjoyment of the Premises.

(A) section 62 Law of Property Act 1925 shall not apply to this Lease; and

(B) the Tenant shall not be entitled to the benefit of or to claim or enforce against the Landlord or any other person any covenant, right, agreement, privilege or easement in respect of the Premises, the Building or any Adjoining Premises except those expressly granted in clause 3.1; and

(C) any other right from time to time enjoyed by the Tenant in respect of the Premises, the Building or any Adjoining Premises shall be enjoyed by the consent of the Landlord, terminable at any time by notice in writing to the Tenant and without any liability to the Tenant.

(A) the Landlord in relation to the remainder of the Building; or

(B) the Landlord or any other person in relation to any Adjoining Premises

(A) the Principal Rent by equal quarterly payments in advance on the Quarter Days which, if the Landlord requires, shall be paid by banker's standing order; and

(B) the Insurance Rent, which shall be payable within fourteen days of demand; and

(C) the Service Charge and the other sums referred to in clause 23 at the times and in the manner set out in clause 23; and

(D) the Heat Charge, which shall be payable within fourteen days of demand; and

(E) the Standing Charge, which shall be payable within fourteen days of demand; and

(F) the Energy Charge, which shall be payable within fourteen days of demand; and

(G) any other sums expressed to be payable as additional rent under this Lease, which shall be payable within fourteen days of demand.

(A) on the Rents; and

(B) on any supply made by the Landlord or the Management Company under this Lease; and

(C) on any supply made to the Landlord or the Management Company or any other person that the Tenant covenants to reimburse, but only to the extent that the person to whom the supply was made is unable to recover the Value Added Tax.

(A) if the prescribed VAT accounting period of the Landlord or the Management Company in which the Value Added Tax was charged has not ended, the Landlord or the Management Company shall repay the Valued Added Tax promptly to the Tenant; and

(B) if the prescribed VAT accounting period of the Landlord or the Management Company in which the Value Added Tax was charged has ended, the Landlord or the Management Company shall use reasonable endeavours, to obtain the repayment of the Value Added Tax as soon as possible. Upon receipt of the repayment, the Landlord or the Management Company shall repay the amount recovered promptly to the Tenant.

(A) the Principal Rent and the Service Charge or a proper proportion according to the extent of the damage or destruction, shall be suspended except to the extent that any insurance moneys are withheld due to the act or default of the Tenant; and

(B) the period of suspension shall be from the date of the Insurance Event until the earlier of:

1. the date when the Premises are reinstated and made accessible or;

2. the date on which the period covered by the Landlord's loss of rent insurance expires; and

(C) any dispute about the operation of this clause 4.8 shall be submitted at the request of the Landlord or the Tenant to the decision of a single arbitrator under the Arbitration Act 1996.

(A) if the Building has been damaged or destroyed, it has been reinstated; and

(B) the Building and any Conduits within or serving it are in a good state of repair and condition and the Building is accessible; and

(C) the Services Systems are in good working order and the Building has the benefit of all the Services; and

(D) the Premises are accessible and ready to be fitted out by a willing tenant with the Landlord having provided the Base Specification at its own cost and expense; and

(E) the Premises may lawfully be used for the Authorised Use; and

(F) all licences and consents required are in force and available to a willing tenant on the Review Date; and

(G) all the Tenant's Covenants have been complied with; and

(H) there is no Statute limiting the amount of rent payable in respect of the Premises or non-residential property generally.

(A) any effect on the rent of the goodwill of the business carried on in the Premises and of the occupation of the Premises by the Tenant, any permitted undertenant or other lawful occupier; and

(B) any Alterations carried out at the sole cost of the Tenant or any permitted undertenant which would increase the rent payable unless they were made pursuant to an obligation to the Landlord under this Lease or in breach of its terms; and

(C) any Alterations which would reduce the rent payable; and

(D) any effect on the rent of any obligation to reinstate Alterations; and

(A) in the open market; and

(B) on the Review Date with vacant possession; and

(C) by a willing landlord to a willing tenant; and

(D) without the Landlord receiving a fine or premium for the grant of the lease; and

(E) for a term equal to ten years commencing on the Review Date, with a rent review on the fifth anniversary of the Review Date; and

(F) having as the Authorised Use office use within Class B1 of the Use Classes Order; and

(G) otherwise on the terms of this Lease, as at the Review Date, including this clause 5, but excluding clause 2.4 and also excluding the amount of the Principal Rent payable and any rent free period or period of reduced or concessionary rent, capital payment or any other inducement of whatever nature allowed or given to the Tenant at the commencement of or otherwise in relation to this Lease.

(A) all submissions made or evidence supplied to him shall be in writing unless the Landlord notifies the Tenant and the Valuer in writing within 21 days of his appointment that this requirement shall not apply; and

(B) the date of his award shall be deemed to be the date on which he serves a copy of the award on the Landlord and the Tenant; and

(C) he shall not be entitled to order the rectification, setting aside or cancellation of this Lease or any other deed or document; and

(D) he shall not be entitled to direct that the recoverable costs of the arbitration, or any part of it, be limited to a specified amount; and

(E) he shall not be entitled to require that security be provided in respect of the costs of the arbitration.

(A) he shall give the Landlord and the Tenant the opportunity both to make written representations to him and to comment on each other's' representations; and

(B) another Valuer may replace him if he dies, becomes unwilling to act or incapable of acting or it becomes apparent that for any reason he will be unable to determine the matter referred to him within a reasonable time after his appointment; and

(C) his decision shall be final and binding on the Landlord and the Tenant, save as to matters of law; and

(D) his fees, including those of his appointment, shall be shared equally between the Landlord and the Tenant, unless he determines otherwise.

(A) the Building against damage or destruction by the Insured Risks in its full reinstatement cost including demolition, site clearance, hoarding and shoring up and all surveyor's, architect's, legal and other professional fees and statutory fees together in each case with Value Added Tax; and

(B) four years' loss of the yearly rents, including the Principal Rent, in respect of the Building taking into account the Landlord's reasonable estimate of any increase in those rents upon any rent review or new letting; and

(C) its public liability and employer's liability in respect of the Building.

(A) cover being normally available with insurance offices of good repute in the United Kingdom or through underwriters at Lloyd's on reasonable commercial terms; and

(B) such Insurance Excesses, exclusions and conditions in the United Kingdom insurance market in which the insurance is placed applicable to the area in which the Building is situated or the type of building insured including any exclusions in respect of Terrorist Activity; and

(C) any policy of insurance not being made void or voidable by any act or default of the Tenant; and

(D) the Tenant notifying the Landlord of the reinstatement value of any Alterations in accordance with clause 10.4(H).

(A) the costs incurred by the Landlord in complying with its obligations in clause 7.1; and

(B) the costs incurred by the Landlord in valuing the Building at reasonable intervals for insurance purposes (in any event not more than once every three years in the case of formal insurance valuation or annually in the case of desktop insurance valuations); and

(C) any Insurance Excess; and

(D) the Landlord's costs of preparing, making and settling any insurance claim under any policy of insurance maintained by the Landlord; and

(E) all other sums payable by the Tenant to the Landlord under this clause 7.

(A) use all reasonable endeavours to obtain any planning permissions and other approvals required for the rebuilding and reinstatement of the Building, but without any obligation to appeal against a refusal to grant planning permission or any other approval; and

(B) subject to those planning permissions and approvals being obtained, procure that all insurance moneys received from the insurer by virtue of clause 7.1(A) are laid out towards rebuilding or reinstating the Building with all convenient speed.

(A) the Tenant becomes aware of an Insurance Event; or

(B) the Tenant becomes aware of any matter which might invalidate or give the insurers of the Building grounds for avoiding any policy of insurance relating to the Building or which might increase the premium payable for any insurance of the Building maintained by the Landlord.

(A) References to an Insured Risk becoming an Uninsured Risk shall, without limitation, include the application by insurers of an exclusion, condition or limitation to an Insured Risk to the extent to which such risk thereby is or becomes an Uninsured Risk.

(B) If during the Term, the Building or the Premises, or a substantial part of them, shall be damaged or destroyed by an Uninsured Risk so as to make the Premises or a substantial part of them unfit for occupation and use or inaccessible ("Uninsured Damage") the Principal Rent and the Service Charge, or a proper proportion of them according to the extent of the damage, shall be suspended until the earlier of the date on which:

(C) Within 12 months of the Uninsured Damage the Landlord shall give written notice to the Tenant ("Election Notice") stating whether or not it proposes to rebuild or reinstate the Premises or procure such rebuilding or reinstatement.

(D) If the Election Notice states that the Landlord does propose to rebuild or reinstate the Premises (or procure the same) then the Uninsured Damage shall be deemed to be damage or destruction caused by an Insured Risk and the Landlord shall comply with the relevant provisions of clause 7.5 at its own cost to the extent that such clauses apply to the Premises.

(E) If the Election Notice states that the Landlord does not propose to rebuild or reinstate the Premises or if no Election Notice is served within the period of 12 months referred to in clause 7.18(C) either party may determine this Lease by serving upon the other not less than one month's notice in writing.

(F) Clauses 7.18(B) and (E) shall not apply if an Insured Risk shall have become an Uninsured Risk owing to the act or default of the Tenant or any person deriving title under the Tenant or their respective agents, employees, licensees or contractors.

(A) any tax, other than Value Added Tax, payable by the Landlord on the Rents; and

(B) any tax on any dealing by the Landlord with its interest in the Premises or the Building.

(A) the Tenant shall notify the Landlord as soon as it is aware of any Rating Proposal made by a third party and shall not agree to any Rating Proposal or make any Rating Proposal itself without the prior written consent of the Landlord; and

(B) unless the Tenant can demonstrate to the reasonable satisfaction of the Landlord that the Rating Proposal would increase the Outgoings the Tenant shall:

1. not object to any Rating Proposal made by the Landlord or to the outcome of any Rating Proposal; and

2. co-operate with the Landlord in making any Rating Proposal and give the Landlord such information as the Landlord reasonably requests; and

3. sign all consents, authorisations or other documents as the Landlord reasonably requests to give full effect to the Rating Proposal or its outcome.

(A) the preparation and service of any notice or any proceedings under ss146 or 147 of the Law of Property Act 1925 or the Leasehold Property (Repairs) Act 1938, or any steps taken to effect peaceable re-entry of the Premises, whether or not forfeiture is avoided other than by relief granted by the court; and

(B) the recovery of any arrears of the Rent or other sums due to the Landlord or the Management Company under this Lease, whether by action or otherwise and whether or not including the preparation and service of any notice pursuant to s.81 of the Tribunals, Courts and Enforcement Act 2007 and/or s.17 of the 1995 Act; and

(C) the preparation and service of a schedule of dilapidations at any time during or within three months after the end of the Term; and

(D) any action taken by the Landlord or the Management Company to ensure that the Tenant makes good any breach of the Tenant's Covenants; and

(E) the application for consent to any matter for which the consent or approval of the Landlord is required under this Lease (but excluding any costs incurred in relation to the Landlord's consideration and/or approval of any initial fitting out works at the Premises proposed by the Tenant following the grant of this Lease) whether such consent is granted or not for any reason unless the Landlord acts unlawfully in refusing consent. Any costs payable under this clause 8.5(E) shall be payable to the extent only that they are proper and reasonable.

(A) keep the Premises in good and substantial repair and condition; and

(B) replace any landlord's fixtures and any carpets and other floor coverings in the Premises with new articles of a similar kind and quality if they become incapable of repair or, in the case of plant and equipment, if they cease to operate properly or in any event in the last three months of the Term; and

(C) keep any tenant's fixtures in good and substantial repair and condition; and

(D) keep the whole of the Premises properly cleaned with all the internal surfaces of all windows and glass being cleaned as often as reasonably necessary; and

(E) redecorate the Premises internally in the fifth year of the Term and within the three months before the end of the Term.

(A) promptly give notice to the Landlord upon becoming aware of any defect in the Premises or the Building which may give rise to a duty of care on the Landlord under that Act; and

(B) not do any act or thing which might breach any duty of care on the Landlord under that Act; and

(C) display and maintain on the Premises any notices which the Landlord may reasonably require.

(A) Subject to clause 11.2(B), the Tenant may carry out internal non-structural alterations and additions to the Premises without the prior written consent of the Landlord;

(B) The Tenant may not carry out non-structural alterations or additions to the Premises which will result in adjustments to the Services Systems without the Landlord's prior written consent, which will not be unreasonably withheld or delayed provided that as a condition to the grant of such consent the Landlord may require the Tenant to:

1. (subject to the Landlord proceeding diligently with the same) permit the Landlord to carry out the elements of the proposed alterations and/or additions which will result in adjustments to the Services Systems at the Tenant's reasonable expense; or

2. enter into such covenants with the Landlord as the Landlord may reasonably require for the execution and supervision of the alterations and/or additions and such covenants with the Landlord as the Landlord may reasonably require for the reinstatement of the Premises before the end of the Term.

(A) provide the Landlord in triplicate with plans, drawings and specifications showing:

1. the layout of the Premises before the proposed Alterations are carried out; and

2. the proposed Alterations; and

3. the layout of the Premises following completion of the proposed Alterations; and

(B) obtain all necessary consents for the Alterations; and

(C) provide all information required by the insurers of the Building in order to obtain their approval to the Alterations; and

(D) carry out the Alterations with good quality materials, in a good workmanlike manner in accordance with the terms of all consents obtained for the Alterations and the requirements of the local planning and other authorities; and

(E) comply with the requirements of any Statute which affects the Alterations or the manner in which they are carried out; and

(F) comply with the Fit-Out Guide; and

(G) where the consent of the Landlord is required for the Alterations, carry out the Alterations to the reasonable satisfaction in all respects of the Landlord; and

(H) give to the Landlord full details of the reinstatement value of the Alterations, excluding any tenant's fixtures forming part of the Alterations, for insurance purposes; and

(I) provide the Landlord with three sets of as built plans, drawings and specifications on completion of the Alterations.

(A) the structural stability of either the Alterations or the Premises as altered by them; or

(B) the suitability of any materials to be used in the Alterations; or

(C) the compatibility of the Alterations with the Services Systems; or

(D) that the Premises as altered will comply with the requirements of any Statute.

(A) for the wholesale or retail sale of goods or any sale by auction; or

(B) for any religious, public or political meeting; or

(C) for any offensive, noxious or noisy trade, business or occupation; or

(D) for illegal or immoral purposes; or

(E) for the sale or production of alcohol; or

(F) for residential purposes; or

(G) as a club, sex shop, amusement arcade, betting office, staff agency or employment agency; or

(H) the preparation or cooking of food, other than in those areas reasonably designated by the Landlord or the Management Company for those purposes; or

(I) outside the Business Hours, except in accordance with clause 11.5.

(A) bring any Hazardous Material onto the Building; or

(B) discharge anything into the Conduits which is or may become corrosive or harmful or cause any blockage or destruction of them; or

(C) allow any animals (other than guide dogs) in the Building; or

(D) obstruct the Office Common Parts or any means of escape or other facilities serving the Premises or the Building; or

(E) do anything on the Premises or the Building or install or operate any machinery or equipment which may in the reasonable opinion of the Landlord be or become a legal nuisance, damage or unreasonable annoyance to the Landlord or the occupiers of the Building or any Adjoining Premises or be unduly noisy or cause vibration or electrical or other interference; or

(F) overload the floors or suspend any excessive weight from the ceilings or walls of the Premises or overload the lifts serving the Premises; or

(G) overload the electrical systems in the Premises or the Building or connect any equipment to the electrical systems except in accordance with the design and specification of the electrical systems; or

(H) install or operate any machinery or mechanical equipment in or on the Premises, except for office machinery and equipment used by the Tenant in the normal operation of its business, without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed; or

(I) erect, exhibit or hang any signs, advertisements, placards, flags, posters or, aerials, flags, poles, masts or satellite dishes or any other thing whatsoever on the exterior of the Premises or any other parts of the Building unless permitted to do so under clause 3.1; or

(J) store any refuse in the Premises except in suitable containers for that purpose with all refuse being removed from the Premises as often as is reasonably necessary.

(A) comply with any requirements or regulations made in respect of the Utilities by the supply companies; and

(B) comply with the lawful requirements and recommendations of the local fire officer in respect of the Premises and the Building or their use; and

(C) operate the Services Systems within and exclusively serving the Premises in accordance with the manufacturer's operating guidelines and reasonable recommendations provided to the Tenant; and

(D) comply with all reasonable regulations made by the Landlord or the Management Company at any time for the management of the Building and the exercise of the rights granted to the Tenant under clause 3.1.

(A) the Tenant shall use only those parts of the Office Common Parts as the Landlord may reasonably designate for the purpose of obtaining access to the Premises; and

(B) the Tenant shall comply with the proper and reasonable requirements of the Landlord regarding the use of the Office Common Parts and the security of the Building; and

(C) the Tenant shall comply with clause 23.16.

(A) ensure that, at all times, the Landlord has details of the names, home numbers and home addresses of at least two keyholders of the Premises; and

(B) instruct the keyholders to provide the Landlord on request with a set of keys and passes and any necessary codes for key-pads or other equipment necessary to enable the Landlord to obtain access to the Premises for security purposes or in an emergency.

(A) the conditions specified (for the purposes of s.19(1A) Landlord and Tenant Act 1927) in clause 12.3 are fulfilled; and

(B) the circumstances specified (for the purposes of s.19(1A) Landlord and Tenant Act 1927) in clause 12.4 do not apply; and

(C) the Tenant obtains the prior written consent of the Landlord which shall not be unreasonably withheld or delayed.

(A) the Tenant has paid to the Landlord the whole of any arrears of Principal Rent; and

(B) the Landlord receives a direct covenant by way of a guarantee and indemnity that the assignee will comply with the Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act from:

1. the Tenant by way of an Authorised Guarantee Agreement; and

2. if reasonably required by the Landlord, any guarantor or guarantors who shall not be a Current Guarantor and who shall be resident or incorporated in the United Kingdom whose financial status shall be acceptable to the Landlord acting reasonably; and

(C) the assignee enters into a direct covenant with the Landlord to comply with the Tenant's Covenants from the date of the assignment until the date the assignee is released from its obligations under the 1995 Act; and

(D) if asked to by the Landlord, any guarantor of the Tenant enters into a direct covenant with the Landlord by way of a guarantee and indemnity that the Tenant will comply with its Authorised Guarantee Agreement; and

(E) if reasonably required by the Landlord, a rent deposit of not less than six months' Principal Rent, together with Value Added Tax (if any), shall be provided to the Landlord on such terms and for such period as the Landlord shall reasonably require.

(A) a Current Guarantor; or

(B) a Group Company of the Tenant unless the Landlord is provided with evidence reasonably satisfactory to it that the covenant strength of the assignee is not less than that of the Tenant at the date of the assignment disregarding any Authorised Guarantee Agreement given by the Tenant to the Landlord; or

(C) a company incorporated in or an individual resident in a jurisdiction outside the United Kingdom in respect of which there no applicable treaty for the mutual enforcement of civil judgments unless the Landlord is reasonably satisfied that a judgment obtained in England and Wales against the assignee can be enforced in the relevant jurisdiction; or

(D) in the reasonable opinion of the Landlord, not of sufficient financial standing to comply with the Tenant's Covenants; or

(E) a person enjoying diplomatic or sovereign immunity.

(A) any guarantee and indemnity to be given to the Landlord shall be in the form of schedule 5 incorporating such changes as the Landlord may reasonably require to meet the particular circumstances of the assignment; and

(B) the Landlord shall prepare all documents containing covenants to be given to it; and

(C) clause 12.2 shall operate without prejudice to the right of the Landlord to withhold consent in any other circumstances where such withholding of consent would be reasonable or to impose any further conditions upon the grant of consent where it is reasonable to do so.

(A) following the grant of the underlease, there will be no more than two occupiers of the whole or any part of the Premises; and

(B) the conditions set out in this clause 13 are satisfied; and

(C) the Tenant obtains the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed.

(A) before the undertenant enters into the tenancy created by the underlease, or, if earlier, before the undertenant becomes contractually bound to enter into the tenancy created by the underlease:

(B) the underlease shall contain the provisions set out in Part 1 of schedule 6 and

(C) any guarantee and indemnity to be given to the Landlord shall be in the form of schedule 5 incorporating such changes as the Landlord may reasonably require to meet the particular circumstances of the underletting and on the basis that paragraph 4 of schedule 5 shall only apply if the Landlord is the direct landlord of the undertenant when the guarantee and indemnity is enforced; and

(D) the Landlord shall prepare all documents containing covenants to be given to it.

(A) not vary the terms of the underlease except to permit a change of use in accordance with the terms of the underlease; and

(B) enforce the undertenant's covenants and not waive any breach of them; and

(C) not grant any licence, consent or permission under the terms of the underlease without the prior written consent of the Landlord, which shall not be unreasonably withheld or delayed where the Landlord could not unreasonably withhold or delay its consent to a similar application made under the terms of this Lease; and

(D) procure that the yearly rent payable is reviewed under each underlease in accordance with its terms and in connection with each rent review it shall:

1. not agree the amount of the reviewed rent without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed; and

2. not agree the identity of any third party appointed to determine the reviewed rent or the capacity in which that party acts without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed; and

3. incorporate as part of its submissions or representations to any third party appointed to determine the reviewed rent such submissions or representations as the Landlord may reasonably require; and

4. keep the Landlord informed about the progress of the rent review; and

(E) procure that the rents reserved by any underlease are not commuted in whole or in part or payable more than one quarter in advance; and

(F) not agree to any reduction in any rent payable under any underlease; and

(G) not exercise any right of re-entry under the underlease or accept the surrender of the whole of any Underlet Premises without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed; and

(H) not accept the surrender of part only of any Underlet Premises.

(A) the sharing of occupation shall cease if that company ceases to be a Group Company of the Tenant; and

(B) no relationship of landlord and tenant shall be created between the Tenant and that company; and

(C) prior to occupation being granted, the Tenant shall give written notice to the Landlord of the identity of that company and its relationship to the Tenant.

(A) all underleases of the Premises, however remote, including the rents payable under them and such other details as the Landlord may reasonably require in respect of them; and

(B) all Group Companies of the Tenant or any undertenant (however remote) in occupation of the Premises and their relationship to the Tenant or undertenant, as the case may be.

(A) make any application for planning permission or any application for a determination that planning permission is not required for any Alterations or any change of the Authorised Use without the prior written consent of the Landlord. Consent shall not be unreasonably withheld or delayed if the application relates to a matter for which the Landlord cannot unreasonably withhold or delay its consent under this Lease; and

(B) carry out any Alterations or change the Authorised Use until all necessary planning permissions have been obtained and approved in writing by the Landlord. Subject to clause 17.2, the Landlord shall not unreasonably withhold or delay its approval where it has given consent to the application for planning permission being made.

(A) impose reasonable conditions to the giving of its approval; and

(B) withhold its approval to any planning permission if any condition contained in or omitted from it or its duration would, in the reasonable opinion of the Landlord, have or be likely to have an adverse effect on the value of the Landlord's interest in the Building or any Adjoining Premises at any time during or after the end of the Term.

(A) notify the Health and Safety Executive of any Alterations; and

(B) maintain and update the Health and Safety File as necessary and provide copies of it to the Landlord and any person entitled to inspect it on request by those persons; and

(C) where there is more than one client in relation to a project, make a written election to be treated as the only client for the purposes of the CDM Regulations and provide the Landlord with a copy of the election, (and, where the Landlord is a client, the Landlord hereby consents to such election).

(A) with vacant possession; and

(B) repaired, cleaned and maintained in accordance with the Tenant's Covenants.

(A) remove any buildings or other works in respect of which any planning permission, bye-law or other consent may have been granted for a limited period only; and

(B) remove any moulding, sign or painting of the name or business of the Tenant or any undertenant or other occupiers of the Premises and all tenant's fixtures and chattels; and

(C) remove any Hazardous Material unless it was present at the time the Tenant first took possession of the Premises; and

(D) reinstate all Alterations made to the Premises and restore the Premises to the state and condition in which the Tenant first took possession of them being to the Category A specification as specified in the Base Specification.

(A) the Landlord shall indemnify the Tenant from and against any lawful claims from any undertenants in respect of the unexpended moneys; and

(B) this clause 20.5 shall be taken into account in determining any liability of the Tenant in respect of any breach of the Tenant's Covenants.

The Tenant will:

1. use its reasonable endeavours to procure that the Tenant is registered at HM Land Registry as proprietor of the Lease as soon as reasonably possible; and

2. use its reasonable endeavours to procure that all rights granted or reserved by the Lease are properly noted against the affected titles; and

3. deliver to the Landlord, within 10 working days of registration, official copies of the registered title evidencing that the Tenant is the registered proprietor of the Lease.

(A) Not to effect any alteration nor replace any fittings lighting or any machinery plant or other equipment or item which consumes energy at the Building without ensuring that any such activity:

1. does not adversely affect the EPC Rating at the date of this Lease; and

2. is consistent with the EPC Policy provided to the Tenant.

(B) To allow the Landlord and the Management Company full access to the Premises and to the Tenant's records, data and documents which relate to energy consumption at the Building for the purpose of the Landlord's and the Management Company's development, implementation and revision of the EPC Policy and the production of any EPC and any Recommendation Report and any DEC from time to time.

(C) To take all reasonably practicable steps to co-operate with the Landlord or the Management Company or their representatives in the preparation of any of the Energy Documents.

(D) To adopt such reasonable practicable recycling, waste control and disposal arrangements, cleaning methods energy use and other reasonable strategies as conform with the EPC Policy and provide such reasonable evidence of the same to the Landlord or the Management Company upon reasonable request.

(E) Not to commission nor suffer nor permit the commissioning of any EPC for the Premises save where it is required to do so to comply with Statute and in the event that an EPC shall be required to be commissioned, the Tenant will not do so (nor suffer or allow the same to be done) without previously informing the Landlord and allowing the Landlord and the Management Company (should the Landlord so request) to be a full participant in the exercise (on the basis that the Landlord and the Management Company shall have no right to obstruct its prompt conclusion).

(F) To take all such reasonable actions as requested by the Landlord or the Management Company to conform with the proposals made in any Recommendation Report.

(A) The Landlord covenants with the Tenant that the Management Company or the Landlord will comply with the Management Company's Covenants.

(B) At any time during the Term the Landlord may on giving written notice to the Tenant and the Management Company determine that it will undertake or exercise the Management Company's Covenants with effect from such date as shall be specified in that notice.

(A) the Landlord's Covenants, save for its obligations in clause 7; or

(B) the Management Company's Covenants; or

(C) obligations on the part of the Landlord and/or the Management Company express or implied under Statute

(A) any Insurance Event where the Landlord complies with its obligations under clause 7; or

(B) any act or omission of any employee of the Landlord or the Management Company other than in the performance of duties imposed by the Landlord or the Management Company; or

(C) any act or omission of any other tenant of the Landlord or any person deriving title under such a tenant or any licensee; or

(D) any approval or consent given in respect of any drawings, plans, specifications or other documents prepared by or on behalf of the Tenant relating to any Alterations; or

(E) any failure, interruption or delay in the performance of the Landlord's Covenants and the Management Company's Covenants from any cause or circumstance beyond the control of the Landlord or the Management Company including, without limitation, mechanical breakdown, failure, malfunction, shortages of fuel or materials or labour disputes; or

(F) any failure, interruption or delay in the supply of any of the Services from any necessary maintenance, servicing, repair or replacement of the Conduits, any Services Systems or any other plant, equipment or machinery used in the provision of the Services.

(A) pay the rents reserved by the Superior Leases; and

(B) comply with the obligations on the part of the tenants of the Superior Leases which are not the responsibility of the Tenant under this Lease; and

(C) at the request and cost of the Tenant on a full indemnity basis, including reasonable security for costs paid in advance if the Landlord reasonably requires this, use all reasonable endeavours to procure that the Superior Landlords comply with the obligations on the part of the landlords contained in the Superior Leases.

(A) it shall be a condition precedent to the grant of that consent or approval that, if required under the Superior Leases, the consent or approval of Superior Landlords is obtained; and

(B) where the Landlord is under an obligation not unreasonably to withhold or delay its consent or approval, the Landlord shall, at the cost of the Tenant on a full indemnity basis, apply for and use all reasonable endeavours to obtain the consent or approval of the Superior Landlords where this is required under the Superior Leases; and

(C) references to the consent or approval of the Superior Landlords shall include the consent or approval of any person from whom the Superior Landlords are under an obligation to obtain consent or approval.

(A) the date on which each Accounting Period commences; or

(B) the duration of the Accounting Period.

(A) the Service Costs for that Accounting Period whether or not incurred prior to the Term Commencement Date; and

(B) any Service Costs included under clause 23.9; and

(C) such sum or sums by way of reasonable provision for the Service Costs which the Management Company expects will be incurred within the period of three years immediately after the expiration of that Accounting Period.

(A) the Service Charge Expenditure; and

(B) the Service Charge; and

(C) the Advance Service Charge paid by the Tenant; and

(D) any sums paid by the Tenant under clause 23.6; and

(E) the Balancing Payment.

(A) may allocate to the Tenant or to the tenants or occupiers of any other Lettable Areas the whole or a part, as the Management Company reasonably determines, of the cost of providing or incurring any particular Services or Items of Expenditure; and

(B) shall not increase or alter the Service Charge Proportion by reason only that:

1. any part of the Lettable Areas is unlet or let on terms which do not require the tenant or other occupier to pay a service charge; or

2. any tenant or other occupier of the Lettable Areas is in default in the payment of any Service Charge Expenditure.

(A) until it is notified the Tenant shall continue to pay the Advance Service Charge at the rate payable for the Accounting Period immediately before the relevant Accounting Period; and

(B) within seven days of notification to the Tenant of the Advance Service Charge for the relevant Accounting Period, the Tenant shall pay to the Management Company any increase in that Advance Service Charge.

(A) the Tenant to the Management Company, the Tenant shall pay the Balancing Payment to the Management Company within twenty one days of the delivery to the Tenant of the Service Charge Statement; or

(B) the Management Company to the Tenant, the Balancing Payment shall be set off against any sum payable by the Tenant under this clause 23 and, in the case of the final Service Charge Statement, any part of the Balancing Payment which has not been so set off shall be paid by the Management Company to the Tenant within fourteen days of the delivery to the Tenant of that Service Charge Statement.

(A) an appropriate payment or set off, as the case requires, shall be made between the Management Company and the Tenant in accordance with clause 23.8(A) or 23.8(B) so that they are in the position they should have been in had the different Balancing Payment been substituted for that shown in the relevant Service Charge Statement before its delivery to the Tenant ; and

(B) the payment or set off shall be made within fourteen days of the delivery of the expert's decision to the relevant party.

(A) serve notice on the Tenant in relation to the tenancy to be granted by the Further Lease in accordance with section 38A(3)(a) of the 1954 Act; and

(B) serve notice on the Tenant's Guarantor in relation to the tenancy to be entered into by the Tenant's Guarantor pursuant to paragraph 4.2 of Schedule 5 of the Further Lease in accordance with section 38A(3)(a) of the 1954 Act.

(A) the Landlord has served notice on the Tenant in accordance with clause 25.2; and

(B) the Tenant has made the appropriate declaration or statutory declaration confirming receipt of such notice in accordance with schedule 2 to the Order (as required to give effect to the agreement by the Landlord and the Tenant to exclude the provisions of sections 24 to 28 (inclusive) of the 1954 Act to be contained in the Further Lease in accordance with the provisions of section 38A of the 1954 Act); and

(C) the Tenant's Guarantor has made the appropriate declaration or statutory declaration confirming receipt of such notice in accordance with schedule 2 to the Order (as required to give effect to the agreement by the Landlord and the Tenant's Guarantor to exclude the provisions of sections 24 to 28 (inclusive) of the 1954 Act to be contained in the Further Lease in relation to the tenancy to be entered into by the Tenant's Guarantor pursuant to paragraph 4.2 of Schedule 5 of the Further Lease in accordance with the provisions of section 38A of the 1954 Act); and

(A) recites the agreement of the Landlord and the Tenant that sections 24 to 28 (inclusive) of the 1954 Act will not apply to the tenancy to be created by the Further Lease; and

(B) recites the agreement of the Landlord and the Tenant's Guarantor that sections 24 to 28 (inclusive) of the 1954 Act will not apply to the tenancy to be entered into by the Tenant's Guarantor pursuant to paragraph 4.2 of Schedule 5 of the Further Lease; and

(C) contains confirmation by the Tenant that before the date of the Option Notice:

1. the Landlord served a notice (the "New 1954 Act Notice") on the Tenant in accordance with section 38A(3)(a) of the 1954 Act;

2. the Tenant (or a person duly authorised by the Tenant) made a declaration or statutory declaration (the "New 1954 Act Declaration") confirming receipt of the New 1954 Act Notice in accordance with schedule 2 to the Order; and

3. that where the New 1954 Act Declaration was made by a person other than the Tenant, that person was duly authorised by the Tenant to make the New 1954 Act Declaration on the Tenant's behalf.

(D) contains confirmation by the Tenant's Guarantor that before the date of the Option Notice:

1. the Landlord served a notice (the "New Guarantor 1954 Act Notice") on the Tenant's Guarantor in accordance with section 38A(3)(a) of the 1954 Act;

2. the Tenant's Guarantor (or a person duly authorised by the Tenant's Guarantor) made a declaration or statutory declaration (the "New Guarantor 1954 Act Declaration") confirming receipt of the New 1954 Act Notice in accordance with schedule 2 to the Order; and

3. that where the New Guarantor 1954 Act Declaration was made by a person other than the Tenant's Guarantor, that person was duly authorised by the Tenant's Guarantor to make the New Guarantor 1954 Act Declaration on the Tenant's Guarantor's behalf.

(A) there are no outstanding substantial breaches of the Tenant's Covenants of which the Landlord has given notice to the Tenant and given the Tenant a reasonable opportunity to remedy that breach; and

(B) the Tenant has paid all the Rents due under this Lease up to and including the Expiry of the Term; and

(C) the Option Notice has been validly served in accordance with the provisions of clause 25.3 and complies in all respects with the provisions of clause 25.5; and

(D) any surety of the Tenant's obligations under this Lease joins in the Further Lease to covenant with the Landlord in the terms contained in schedule 5 (mutatis mutandis)

(A) a party is ready able and willing to complete if it could be but for the default of the other party;

(B) the parties are to complete the grant of the Further Lease within fourteen days of serving a Completion Notice (excluding the date on which the Completion Notice is served) as to which time shall be of the essence; and

(C) if either party receives but fails to complete the grant of the Lease in accordance with a Completion Notice that has been validly served under this clause 25 this option will be terminated but without prejudice to any other right or remedy of either party against the other.

(A) on the Landlord, the Management Company or any guarantor of the Tenant at its registered office or last known address; and

(B) on the Tenant at its registered office or at the Premises.

(A) irrevocably agree that, subject to clause 30.2(B), the English courts shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with this Lease ("Proceedings") and waive any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum; and

(B) agree that clause 30.2(A) operates for the benefit of the Landlord and accordingly the Landlord shall be entitled to take Proceedings in any other court or courts having jurisdiction.

(A) of access on foot only over the Office Common Parts for the purposes of access to and from the Premises; and

(B) to use the passenger lifts in the Office Commons Parts for access to and from the Premises; and

(C) to use any delivery area, loading bay and goods lifts which the Landlord has designated for use by the Tenant during the Business Hours only for the purposes only of loading and unloading and delivering goods and equipment to and from the Premises; and

(D) to use the refuse disposal and collection areas within the Office Common Parts which the Landlord or the Management Company shall designate for use by the Tenant for the purpose of depositing refuse ready for collection; and

(E) the right in emergency only to use any fire escape routes within the Building as the Landlord may designate; and

(F) (at reasonable times and after giving reasonable written notice) to enter upon such other parts of the Building as may reasonably be necessary in order to make connections to any Conduits within or leading to the Premises and to inspect and repair such connections or otherwise complying with the Tenant's obligations under this Lease the Tenant doing as little damage as possible and making good all physical damage caused to the Building to the reasonable satisfaction of the Landlord and complying with the reasonable requirements of the Landlord and causing the minimum of inconvenience to the occupiers of such other parts of the Building.

(A) oversail cranes over the Premises for the duration of the works being carried out; and

(B) build on or into any external wall of the Premises; and

(C) erect scaffolding against any external wall of the Premises for the duration of the works being carried out

(A) to exercise the rights reserved in this schedule 3; and

(B) to carry out any works in respect of any easements or services benefiting the Premises, the remainder of the Building or any Adjoining Premises; and

(C) to view the state and condition of the Premises or the remainder of the Building including, where necessary, opening up any part of the floors, ceilings and walls of the Premises; and

(D) to remedy any breach of the Tenant's Covenants; and

(E) to carry out any repairs, decoration, cleaning or other works which should or may be carried out by the Landlord whether under this Lease or otherwise or in connection with the provision of the Services; and

(F) to carry out any repairs, decoration, cleaning or other works to the remainder of the Building and any Adjoining Premises; and

(G) in connection with any requirements of the insurers; and

(H) to value the Building whether for insurance purposes or otherwise; and

(I) to prepare for the disposal of the Landlord's interest in the Premises or the Building or, in the last six months of the Term, the re-letting of the Premises; and

(J) to affix on the exterior of the Premises notices for the sale of the Building or, in the last six months of the Term, the re-letting of the Premises so long as this does not create a material obstruction of the access of light and air to the Premises.

(A) the disclaimer of this Lease by a trustee in bankruptcy or liquidator of the Tenant or by the Crown; or

(B) if the Tenant is a company, the Tenant is dissolved, struck off the register of companies or otherwise ceases to exist; or

(C) the ending of this Lease pursuant to clause 2.2.

(A) the Tenant's Guarantor under clause 24.1; or

(B) the Tenant in accordance with clause 12.3(B)(1); or

(C) any guarantor or guarantors of an assignee of this Lease in accordance with clause 12.3(B)(2); or

(D) any guarantor of the Tenant in accordance with clause 12.3(D); or

(E) any guarantor or guarantors of an undertenant in accordance with clause 13.6; or

(F) any undertenant on an assignment of their underlease in accordance with paragraph 2.2(B) of Part 2 of schedule 6; or

(G) any other person in accordance with the terms of this Lease.

(A) for a term of years commencing on the date of the Event of Default and expiring on the date upon which the Term would have expired; and

(B) reserving a yearly rent equal to the yearly rent reserved under this Lease at the date of the Event of Default; and

(C) containing rent a review date which occurs on the Review Date; and

(D) containing a rent review date on the first day of the term of the New Lease, but reviewing the yearly rent as at the date of the outstanding rent review, if there was an outstanding rent review under this Lease which had not been agreed or determined before the date of the Event of Default; and

(E) containing redecoration dates which occur on the dates upon which the Premises were to be redecorated under this Lease; and

(F) otherwise containing the same terms and conditions as this Lease.

(A) any Event of Default; or

(B) the surrender of any part of the Premises; or

(C) the variation of this Lease; or

(D) any concession, time, indulgence or release given by the Landlord to the Principal or any co-guarantor; or

(E) any other act or thing which would, but for this paragraph 2.3, release or vary the Guarantee.

(A) the Guarantor shall not claim any rights of subrogation against the Principal, prove or claim in competition to the Landlord in any liquidation, bankruptcy, arrangement, scheme of arrangement, composition with creditors, receivership or administration of or concerning the Principal, or take any guarantee, indemnity or other security or other right from the Principal in respect of all or any of the liabilities of the Guarantor under this Lease; and

(B) any moneys which the Guarantor receives from any procedure or action of any of the kinds referred to in paragraph 3.1(A) shall be paid to the Landlord, and every guarantee, indemnity or other security or other right referred to in paragraph 3.1(A) shall be held on trust for the benefit of the Landlord.

(A) execute and deliver to any superior landlord a counterpart of any licence to underlet which may be required for the grant of the New Lease. The licence to underlet shall contain such covenants as may be properly required of the Guarantor as undertenant; and

(B) if required by the Landlord, do all things required for the purposes of validly excluding the provisions of ss24 to 28 (inclusive) of the 1954 Act (as amended by the Order) in relation to the New Lease; and

(C) if required by the Landlord, join in any application and do all things reasonably required for the purposes of authorising an agreement to exclude the operation of ss24 to 28 Landlord and Tenant Act 1954 in relation to the New Lease; and

(D) accept the grant of the New Lease and execute and deliver to the Landlord a counterpart of the New Lease; and

(E) pay the costs and disbursements of the Landlord's solicitors and other professional advisers on a full indemnity basis arising from the grant of the New Lease and the enforcement of the Guarantee together with any irrecoverable Value Added Tax incurred by the Landlord.

(A) pay to the Landlord on demand an amount equal to all sums which would have been payable under this Lease but for the Event of Default; and

(B) as a separate indemnity, indemnify the Landlord against the failure of the Tenant to comply with the Tenant's Covenants;

(A) a covenant by the undertenant not to sublet the whole of the Underlet Premises without the prior written consent of the Landlord and the Tenant, such consent not to be unreasonably withheld or delayed; and

(B) provisions prohibiting the creation of any sublease of the whole of the Underlet Premises except by a sublease which complies with Part 1 of this schedule 6 but so that no subtenant of that undertenant can create any further subletting of the whole or any part of the premises sublet to them; and

(C) a covenant by the undertenant to procure that any permitted subtenant gives a covenant to the Landlord before the grant of any sublease on similar terms to the covenants set out in Part 2 of this schedule 6; and

(D) an absolute covenant by the subtenant not to assign part only of the Underlet Premises and a further covenant not to assign the whole of the Underlet Premises without the prior written consent of the Landlord, such consent not to be unreasonably withheld or delayed.

(A) procure that the assignee gives the Landlord a direct covenant on the terms of this paragraph 2; and

(B) give the Landlord an Authorised Guarantee Agreement guaranteeing that its assignee will comply with the Undertenant's Covenants and the Tenant's Covenants (except the covenant to pay rent and, in the case of an underlease of a Permitted Part, to the extent only that they apply to the Underlet Premises) from the date of the assignment until the date when the assignee is released from its obligations under the 1995 Act.

The design criteria for the electrical services installations are as follows:-