**Exhibit 10.105**

 

**Dated   8****th August   2006**

 

 

 

 

**ERACHANGE LIMITED  (1)**

** **

**RUSS BERRIE (UK) LIMITED (2)**

 

 

 

 

 

**LEASE OF WHOLE**

** **

**of**

**Stoke Park, Tower Lane**

**Eastleigh, Hampshire**

 

 

| **Term Commencement Date:** | ** ** | **8****th August, 2006** |
|-----------------------------|------------|-------------------------------|
| **Term:  10 Years**    | ** ** | ** **                    |
| **Term  Expiry Date:**      | ** ** | **7****th August, 2016** |

 

 

 

 

 

 

 

 

 

 

 

Klimt & Co

49 Welbeck Street

London W1G 9XN

Tel:   0207 486 4432

Fax:  0207 486 2127

Ref:  TRM/TF.05.1123

 

----

**TABLE OF CONTENTS**

 

 

 
| **PART ONE**    | ** ** | **Definitions and Interpretation** | ** ** | **:**      |   | Clauses 1-2     |
|-----------------|------------|------------------------------------|------------|------------|--------|-----------------|
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART TWO**    | ** ** | **Demise**                         | ** ** | **:**      |   | Clause 3        |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART THREE**  | ** ** | **Tenants Covenants**              | ** ** | **:**      |   | Clauses 4-20    |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART FOUR**   | ** ** | **Insurance**                      | ** ** | **:**      |   | Clauses 21-24   |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART FIVE**   | ** ** | **Landlord's Covenants**           | ** ** | **:**      |   | Clauses 25      |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART SIX**    | ** ** | **Rent Review**                    | ** ** | **:**      |   | Clauses 26-32   |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART SEVEN**  | ** ** | **Miscellaneous Provisions**       | ** ** | **:**      |   | Clauses 33-39   |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART EIGHT**  | ** ** | **Forfeiture**                     | ** ** | **:**      |   | Clauses 40-41   |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART NINE**   | ** ** | **Guarantee**                      | ** ** | **:**      |   | Clauses 42-44   |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART TEN**    | ** ** | **Release of Landlord**            | ** ** | **:**      |   | Clause 45       |
| ** **      | ** ** | ** **                         | ** ** | ** ** |   |            |
| **PART ELEVEN** | ** ** | **Special Conditions**             | ** ** | **:**      |   | Clauses 46 - 48 |

 

 

**SCHEDULES**

 

 

1.                    **RIGHTS GRANTED**

 

2.                    **EXCEPTIONS AND RESERVATIONS**

 

3.                    **DOCUMENTS**

----

 

***-               Allwords in italicised text and inapplicable alternative wording in a clause maybe omitted or deleted***

***-               ClausesLR13 may be omitted or deleted.***

***-               Clause LR14may be omitted or deleted where the Tenant is one person.***

***-               Otherwise,do not omit or delete any words in bold text unless italicised.***
| **LR1  Date of Lease**                                                                                                                                                                                                                                                                                                                                                  | ** **                | **8****th August 2006**                                                                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | ** **                                                                                                                                                                                      |
| **LR2  Title Numbers**                                                                                                                                                                                                                                                                                                                                                  | ** **                | **LR2.1  Landlord’s title number(s)**

*Title number(s) out of which this  lease is granted.  Lease blank if not  registered.*

HP256363                                         |
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | ** **                                                                                                                                                                                      |
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | **LR2.2  Other title numbers**

*Existing title number(s) against  which entries of matters referred to in LR9, LR10, LR11 and LR13 are to be  made.*                                      |
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | ** **                                                                                                                                                                                      |
| **LR3**                                                                                                                                                                                                                                                                                                                                                                           | **Parties to this lease** | ** **                                                                                                                                                                                      | **Landlord**

**Erachange Limited**(Company  Registration No. 3501740) of 15 Grosvenor Gardens, London, SW1W OBD

**Tenant**

**Russ Berrie (UK) Limited**(Company  Registration No. 01459528) of Liberty House, Hounsdown Business Park, Bulls Copse  Road, Totton, Southampton, Hampshire, SO40 9RB

**Other Parties**

*Specify capacity of each party,  for example “management company”, “Guarantor”, etc.* |
| *Give full names, addresses and  company’s registered number, if any, of each of the parties. For Scottish  companies use a SC prefix and for limited liability partnerships use an OC  prefix.  For foreign companies give  territory in which incorporated*                                                                                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | ** **                                                                                                                                                                                      |
| **LR4  Property**

*Insert a full description of the  land being leased*

*or*

*Refer to the clause, schedule or  paragraph of a schedule in this lease in which the land being leased is more  fully described.*

* *

*Where there is a letting of part  of a registered title, a plan must be attached to this lease and any floor  levels must be specified.* | ** **                | **In the case of a conflict between  this clause and the remainder of this lease then, for the, purpose of  registration, this clause shall prevail.**

** **

As specified in clause 1.21 |
| ** **                                                                                                                                                                                                                                                                                                                                                                        | ** **                | ** **                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                   |                           |                                                                                                                                                                                                 |  |

 

1

----

 
| **LR 5  Prescribed statements etc.**

** **

*If this lease includes a statement  falling within LR5.1, insert under that sub-clause the relevant statement or  refer to the clause, schedule or paragraph of a schedule in this lease which  contains the statement.*

* *

*In LR5.2 omit or delete those Acts  which do not apply to this lease.* | ** ** | ***LR5.1  Statements prescribed under rules 179 (dispositions  in favour of a charity), 180******(dispositions by a charity) or 196  (leases under******the Leasehold Reform, Housing and Urban******Development Act 1993) of the Land******Registration Rules  2003***

*** ***

***LR 5.2 This lease  is made under, or by reference to, provisions of:*** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| **LR6.  Term for which the  Property is lease**                                                                                                                                                                                                                                                                                                                | ** ** | From and including                                                                                                                                                                                                                                                                                                                                                     | 8th     August   2006 |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** |                                                                                                                                                                                                                                                                                                                                                                   |   |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | To and including                                                                                                                                                                                                                                                                                                                                                       | 7th     August   2016 |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| *Include only the appropriate  statement**(duly  completed) from the three options*

 

*NOTE: The information you provide,  or**refer to, here will  be used as part of the**particulars  to identify the lease under**Rule  6 of the Land Registration Rules**2003.*                                                                                              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| **LR7.  Premium**                                                                                                                                                                                                                                                                                                                                              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| *Specify the total premium,  inclusive of any VAT where payable.*                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| * *                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| **LR8.  Prohibitions or  restrictions on disposing of this lease**                                                                                                                                                                                                                                                                                             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| *Include whichever of the two  statements is appropriate*                                                                                                                                                                                                                                                                                                                | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| *Do not set out here the wording of  the provision*                                                                                                                                                                                                                                                                                                                      | ** ** | This lease contains a provision that prohibits or restricts  dispositions.                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             |
| **LR9.  Rights of  acquisition etc.**

** **

*Insert the relevant provisions in  the sub-clauses or refer to the clause, schedule or paragraph of a schedule in  this lease which contains the provisions*                                                                                                                                               | ** ** | **LR9.1 Tenant’s contractual rights to renew this  lease, to acquire the reversion or another lease of the Property, or to  acquire an interest in other land.**

** **

** **

**LR9.2 Tenant’s covenant to (or  offer to) surrender this lease**                                                                                                 |
| ** **                                                                                                                                                                                                                                                                                                                                                               | ** ** |

 

2

----

 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **LR9.3 Landlord’s contractual rights  to to this lease**                                                                                                                                                                                               |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **LR10. Restrictive covenants  given in****this lease by  the Landlord in respect****of land  other than the Property**

 

*Insert the relevant provisions or  refer**to the clause,  schedule or paragraph**of a  schedule in this lease which contains**the provisions*                                                                                                                                                                                                                                                              | ** ** | ** **                                                                                                                                                                                                                                                   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                   |
| **LR11. Easements**

** **

*Refer here only to the clause,  schedule or paragraph of a schedule in this lease which sets out the  easements.*                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **LR11.1 Easements granted by this  lease for the benefit of the Property**

** **

As specified in the First Schedule — None

 

**LR11.2 Easements granted or  reserved by this lease over the Property for the benefit of other property** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                   |
| **LR12. Estate rentcharge  burdening the Property**

** **

*Refer here only to the clause,  schedule or paragraph of a schedule in this lease which sets out the  rentcharge.*                                                                                                                                                                                                                                                                                                                                                         | ** ** | As specified in the Second Schedule                                                                                                                                                                                                                          |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                   |
| **LR13. Application for standard  form of restriction.**

** **

*Set out the full text of the  standard form**restriction  and the title against which it**is  to be entered.  If you wish to apply  for**more than one standard form  of restriction**use this clause  to apply for each of them, tell**us  who is applying against which title and**set out the full text of the restriction you**are applying for.*

* *

*Standard forms of restriction are  set out in Schedule 4 to the Land Registration Rules 2003.* | ** ** | ** **                                                                                                                                                                                                                                                   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                                                                                                                                                                                   |
| **LR 14. Declaration of trust  where there is more than one person comprising theTenant**

** **

*If the Tenant is one person, omit  or delete**all the  alternative statements*                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                                                                                                                                                                                                                                                   |

 

3

----

 
| *If the Tenant is more than one person,**complete this clause by omitting or**deleting all inapplicable alterative**statements.* | ** ** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------|------------|------------|

 

4

----

 

**LEASE OF WHOLE**

**Date                        :               8****th August 2006**

**PARTONE  : DEFINITIONS AND INTERPRETATION**

**1.             DEFINITIONS**

Where in this deedthe following underlined words commence with capital letters they have thefollowing meanings unless the context otherwise requires:

1.1**                                 Landlord**

**ERACHANGE LIMITED**(CompanyRegistration Number 3501740) of 15 Grosvenor Gardens London SW1W 0BD and anyperson for the time being entitled to the reversion immediately expectant onthe Determination of the Term

1.2                                 **Tenant**

**RUSS BERRIE (UK) LIMITED**(Company Registration Number 01459528) of Liberty House Hounsdown Business ParkBulls Copse Road Totton, Southampton Hampshire SO40 9RB and any person in whomthe Term is from time to time vested

1.3           **AgreedTerm**

Commencing on  8th August 2006 and expiring on 7th August 2016

1.4           **Authority**

Any statutory, public, local or other competentauthority or a court of competent jurisdiction

1.5           **Clause**

A clause of this deed

1.6           **Conduits**

Any pipe, drain, culvert, sewer, flue, duct, gutter,wire, cable, optic fibre, conduit, channel and other medium for the passage ortransmission of water, soil, gas, air, smoke, electricity, telecommunication,light, information or other matter and all ancillary equipment or structures

1.7           **Determinationof the Term**

The proper and lawful determination of the Term byre-entry notice surrender or otherwise

5

----

 

1.8           **Environmental**

Includes the ambient air, land surface and sub strata,any surface water or ground water, whether or not on, over, under or within thePremises;

1.9           **EnvironmentalLaws**

Means any Enactments relating to the protection of theEnvironment or the control of environmental hazards and pollution includinglaws relating to the Release or threatened Release of Hazardous Material intothe Environment or otherwise relating to the presence, manufacture, processing,distribution, use, treatment, storage, disposal, transportation or handling ofHazardous Material

1.10         **EnvironmentalLiabilities**

Means any liabilities, responsibilities, claims,losses, costs including remedial, removal, abatement, clean up, investigativeand all monitoring costs and other related costs and expenses, damages,settlements, claims, expenses, penalties, fines, legal fees and costs which areincurred, asserted or imposed as a result of or in connection with:-

(i)                                     anyviolation of or non-compliance with Environmental Laws including the failure toprocure or violation of any permit or licence required by any EnvironmentalLaws;

(ii)           any Remedial Action.

1.11         **FirstRent Payment**

  8th February 2007

1.12                           **Hazardous Material**

Means any substance known or reasonably believed to beharmful to human health or the Environment and for that reason subject toEnvironmental Laws

1.13         **Interest**

Interest at the Interest Rate (both before and afterany judgment) calculated on a daily basis from the date on which interestbecomes chargeable on any payment pursuant to any provisions of the Lease tothe date upon which such payment is made such interest to be compounded withrests at the usual quarter days

1.14         **InterestRate**

3% p.a. above the base lending rate from time to timeof The Royal Bank of Scotland plc (or of such other clearing bank in the UnitedKingdom as the Landlord may give notice in writing from time to time)

6

----

 

1.15         **Lease**

This lease as from time to time varied or supplementedwhether by deed, licence or otherwise

1.16         **Party**

The Landlord or the Tenant or the Guarantor (if any)as the case may be

1.17         **PermittedUser**

Any use within class B1(c); B2 or B8 of the Scheduleto the Town & Country Planning (Use Classes) Order 1987 (to which Clause2.6 shall not apply)

1.18         **Plan**

A plan annexed to the Lease

1.19         **PlanningActs**

The Town and Country Planning Acts 1971 and 1990 andall subsequent statutes containing provisions relating to town and countryplanning when from time to time in force and all other statutes statutoryinstruments regulations and orders included by virtue of Clause 2.6.

1.20         **PossessionDate**

Meansthe date of the Lease

1.21         **Premises**

All those premises situate at Stoke Park Tower LaneEastleigh Hampshire as the same are registered under title number: HP256363which said premises are shown edged red on  the Plan No.1 and all and any part of such property and any additionsthereto including fixtures and fittings whenever fixed except those fixed bythe Tenant which are generally regarded as Tenant’s or trade fixtures butexcluding the ground, soil air and water within the ground beneath andsurrounding  the foundations  sub structure and hard standing of thePremises

1.22         **Release**

Means any release, spillage, emission, leading,pumping, injection, deposit, disposal, discharge, leeching or migration intothe Environment or into or out of any property including the movement ofHazardous Material through the Environment

1.23         **RemedialAction**

Meansall actions required to:-

7

----

 

(i)                                     cleanup, remove, treat, or in any other way adjust or manage Hazardous Material inthe Environment

(ii)                                  preventthe Release of Hazardous Material so that it does not migrate or endanger orthreaten to endanger public health or welfare or the Environment

(iii)                               performpre-remedial studies and investigations and post-remedial monitoring and care

1.24         **Rent**

A peppercorn on and fromthe Possession Date to and including the 7th day of February 2007 (6 months)and thereafter increasing to £547,046.50p a year or such other amount as is fromtime to time agreed or determined pursuant to Part Six of the Lease orotherwise and by way of further or additional rent all amounts payable by theTenant in respect of Value Added Tax calculated and payable in accordance withthe provisions of clause 6.2 hereof

1.25         **ReviewDate**

##  Means the   8th    day of   August  2011

1.26         **Schedule**

A schedule to the Lease

1.27         **Term**

The Agreed Term and any continuation or extension ofit whether by agreement, operation of law or otherwise

1.28         **VAT**

Value Added Tax or other tax of a similar nature (andunless otherwise expressly stated all references to Rent or other moniespayable by the Tenant are exclusive of any VAT charged or chargeable thereon)

**2.             INTERPRETATION**

The provisions ofthe Lease shall unless the context otherwise requires be construed as follows:-

2.1           Obligations and liabilities of aParty comprising more than one person are obligations and liabilities of suchpersons jointly and severally

2.2           Words importing one gender includeall other genders

2.3           The singular includes the plural andvice versa

2.4           A covenant by the Tenant not to dosomething shall be construed as including a covenant not to permit or knowinglyto suffer it to be done by a third party

8

----

 

2.5           A consent or approval to be given bythe Landlord is not effective for the purposes of the Lease unless it is inwriting and signed by or on behalf of the Landlord

2.6           Reference to a statute includes anyamendment modification extension consolidation or re-enactment of it and anystatutory instrument regulation or order made under it which is for the timebeing in force

2.7           Headings to Clauses Schedules orparts of the Lease do not affect the interpretation or construction of theLease

2.8           Unless the context otherwise requireswhere in the Lease there is reference to the consequences of the Tenant’s actsomissions and defaults all references to “the Tenant” include references to anyunderlessee of the Tenant and to anyone at the Premises with the express orimplied authority of the Tenant or its underlessees

2.9           The Lease is to be construed andinterpreted as incorporating any variation addition or qualification which isexpressed to relate to it contained in any deed made between the Landlord andthe Tenant whether or not any person who is the Guarantor is a party andincluding but not limited to all licences granted by the Landlord to the Tenantbut not so as to impose upon any personal liability under the Lease which wouldbe precluded by s.18 of the Landlord and Tenant (Covenants) Act 1995 (“the 1995Act”)

2.10         Wherever and to the extent that anyprovision of the Lease would or might contravene the provisions of s.25 of the1995 Act then:-

2.10.1      such provision is to take effect only inso far as it may do so without contravening s.25 of the 1995 Act and

2.10.2      where such provision is incapable ofhaving any effect without contravening s.25 of the 1995 Act the Lease is to beconstrued and interpreted as if such provision were deleted and

2.10.3      the legality validity and enforceabilityof any of the remaining provisions of the Lease is not in any way to beaffected or impaired as a result

**PARTTWO : DEMISE**

**3.             DEMISE**

The Landlorddemises the Premises to the Tenant subject to and with the benefit of Leasedated 15 June 1978 and made between Rowntree Mackintosh Limited (1) and theSouthern Electricity Board (2) as varied by a Deed dated 12 March 1979 madebetween the same parties relating to the electricity sub-station site formingpart of the Premises.

3.1           Together with the rights set out inthe First Schedule

3.2           Except and reserving to the Landlordas set out in the Second Schedule

9

----

 

3.3           To hold the same to the Tenant forthe Term

3.4           Subject to all rights, easements,restrictions, covenants and liabilities affecting the Premises

3.5           Yielding and paying to the Landlordthe Rent without any deduction (save as required by law) by equal quarterlypayments in advance on the usual quarter days in every year and proportionatelyfor any period of less than a year 

**PARTTHREE : TENANTS COVENANTS**

**4.             INTRODUCTION**

With effect fromand including the Possession Date the Tenant covenants with the Landlord as setout in this part of the Lease

**5.             RENT**

The Tenant shallpay the Rent as provided in Clause 1.18 hereof without deduction or set off(save as required by law) by way of bank standing order (unless otherwiserequested by the Landlord in writing)

**6.             OUTGOINGS**

6.1           The Tenant shall pay and indemnifythe Landlord against all rates, taxes, assessments, impositions, duties,charges and outgoings of an annual or regularly recurring nature now or at anytime during the Term payable by the owner or occupier of or otherwise due inrespect of the Premises (except any tax assessed on the Landlord or anySuperior Landlord in respect of its ownership of rental income from or any dealingwith its reversionary interest)

6.2           Where this Lease requires the Tenantto pay repay reimburse or provide any amount or other consideration in respectof a Value Added Tax supply to the Tenant by the Landlord such amount or otherconsideration will be deemed to be exclusive of any Value Added Tax chargeableon that Value Added Tax supply (whether by virtue of a Value Added Tax Electionmade or to be made otherwise) and the Tenant covenants to pay to the Landlord asum equivalent to that Value Added Tax and keep the Landlord indemnifiedagainst all such Value Added Tax save in so far as the Landlord is unable torecover the same as an input credit so long as the Landlord provides the Tenantwith a receipted VAT invoice addressed to the Tenant

6.3           If the Landlord has an option whetheror not to charge VAT the Tenant hereby irrevocably consents to the Landlordfreely exercising that option to the extent from time to time permitted by law

6.4           The Tenant shall pay and indemnifythe Landlord against all charges for electricity gas and other servicesconsumed at the Premises

10

----

 

6.5           To pay a reasonable proportion (to besettled in the event of dispute by the Landlord’s Surveyor acting fairly andreasonably whose decision shall be binding) of the expense (includingcompensation for damage and disturbance) of repairing maintaining cleansing and lighting (where necessary) allroadways passageways paths and yards and all party walls or fences and allgutters pipes sewers drains watercourses channels conduits ducts flues wirescables or other easements or appurtenances used or enjoyed or to be used orenjoyed or capable of being used or enjoyed in common by the occupier or ownerof the Premises and the occupier or owner of any adjoining or neighbouringpremises such proportion to be paid within 21 days of written demand and indefault to be recoverable by the Landlord as rent arrear

**7.             REPAIR AND DECORATION**

The Tenant shall(subject to the provisions relating to insurance set out in part four of theLease);

7.1           keep the Premises at all times ingood and substantial repair and condition

7.2           clean the Premises regularly andmaintain them at all times in a clean and tidy condition

7.3           clean all windows regularly at leastonce a month

7.4           decorate and keep the Premises decoratedto a good standard (in any event not less frequently than once in any period ofthree years for the exterior and once in any period of five years for theinterior and also in the last year of the Term) **PROVIDED** in any event that the Tenant shall not be obliged toso decorate the Premises either externally or internally more than once in anyconsecutive period of twelve months

7.5           within three months (or sooner inemergency) of receipt of notice from the Landlord of any breach of this Clausecarry out the repair cleaning or decoration required to remedy the breach andif the Tenant fails diligently to commence and thereafter comply with suchnotice and the Landlord enters the Premises to carry out such work the Tenantshall within 21 days of written demand pay to the Landlord all reasonable andproper costs which the Landlord so incurs in each case damage by any of theInsured Risks (as defined in Clause 21.1 hereof) excepted save and to theextent that the insurance monies are withheld by reason of any act or defaultof the Tenant or any person under the Tenant’s control

**8.             ALTERATIONS**

8.1           The Tenant shall make no addition oralteration to the Premises unless permitted by this Clause

8.2           The Tenant may with the previouswritten consent of the Landlord (which consent shall not unreasonably withheldor delayed) carry out any Tenant’s Alteration or addition in a mannerconsistent with the provisions of the Lease

8.3           “Tenant’s Alteration” means:

8.3.1                        an internal nonstructural alteration or addition which does not affect any load bearing partof the Premises

11

----

 

8.3.2                        the installation removalor replacement of or an alteration to a Conduit

8.3.3                        to affix an aerialand/or satellite dish and/or air conditioning condenser units on such part ofthe roof of the Premises as the Tenant shall reasonable require

8.3.4                        any alterationsnecessary to enable the Tenant to comply with any statutory requirementrelating to the Premises

8.3.5                        any electrical works tothe electrical system in the Premises (which shall include the installation ofvideo cameras and other CCTV equipment) subject to all such works being carriedout in accordance with the terms and conditions of the Institute of ElectricalEngineers relating to electrical works

8.3.6                        the creation of holes orapertures in the cladding and external parts of the Premises (but excluding anyparts of the steel frame structure thereof) for the purposes of running anycables or conduits appropriate to the equipment serving the Premises or formingpart of any of the alterations hereinbefore permitted

8.4           The Landlord may before givingconsent require:

8.4.1                        the submission to theLandlord of drawings and specifications (in triplicate) showing the proposedTenant’s Alteration;

8.4.2                        the execution of suchlicence to carry out the alteration containing an obligation to reinstate thePremises at the Determination of the Term in such form as the Landlord mayreasonably require; and

8.5                           The Landlord’sconsent shall not be required in respect of:

8.5.1                        The erection or removalof non-structural demountable partitions

8.5.2                        The installation removalor alterations of counters shelving or other removable equipment (which for theavoidance of doubt includes freestanding videos or television screens)

**9.             SIGNS**

The Tenant shallnot:

9.1           fix anything outside the Premises norto the exterior or interior of any doors or windows, unless permitted by thisClause

9.2           display any flashing or moving signwhich is visible from outside the Premises

9.3           display any notice, sign, poster oradvertisement on the exterior of the Premises except to indicate the name andbusiness of the Tenant in a manner first approved by the Landlord (suchapproval not to be unreasonably withheld or delayed) provided the no consentshall be required to the Tenant affixing directional signage for deliveries andparking, marking parking spaces including all necessary disabled markings aswell as any other signage which the Tenant may be required to affix to thePremises (whether internally or 

12

----

externally)pursuant to any statutory enactment

**10.          USER**

10.1         The Tenant shall not use the Premisesotherwise than for the Permitted User

10.2         The Tenant shall not use the Premisesin a manner which may be or become or cause a nuisance, annoyance, disturbance,inconvenience, injury or damage to the Landlord or any other person

10.3         The Tenant shall not reside or sleep onthe Premises nor use them for any sale by auction or for any dangerous, noisyor offensive purpose or for any illegal or immoral activity

10.4         The Tenant shall not overload the structureof the Premises

10.5         The Tenant shall not make use ofConduits beyond their capacity nor in a manner which may block or damage themand in particular will not stop up or obstruct or permit oil grease or otherdeleterious matter or substance to enter any drain or sewer

**11.          ALIENATION**

11.1         Unless otherwise permitted under thisClause the Tenant shall not:

11.1.1                      hold the Premisesexpressly or impliedly on trust for another person

11.1.2                      part with possession oroccupation of the Premises

11.1.3                      share possession oroccupation of the Premises with another person

11.1.4                      allow anyone other thanthe Tenant any lawful subtenant or their respective officers and employees tooccupy the Premises

**Assignment:**

11.2                           TheTenant shall not assign a part (as distinct from the whole) of the Premises

11.3                           TheTenant shall not assign the whole of the Premises without first:

11.3.1                      obtaining the priorconsent of the Landlord (which will not be unreasonably withheld or delayed).

11.3.2                      satisfying thecircumstances specified for the purposes of section 19(1A) of the Landlord andTenant Act 1927 and set out in clause 11.4.1 below; and

11.3.3                      complying with theconditions specified for the purposes of section 19(1A) of the Landlord andTenant Act 1927 and set out in clause 11.4.2 below.

11.4.1                      The circumstances referredto in clause 11.3.2 are that:-

13

----

 

11.4.1.1                                   all sums duefrom the Tenant under the Lease have been paid at the date of the grant of thelicence to assign;

11.4.1.2                                   in theLandlord’s reasonable opinion there are at the date of the application for thelicence to assign no material outstanding breaches of any tenant covenant underthe Lease or any personal covenants undertaken by the Tenant;

11.4.1.3                                   the assigneeis a respectable and responsible person or persons who in the reasonableopinion of the Landlord has the ability to meet the obligations of the Lease;and

11.4.1.4                                   in thereasonable opinion of the Landlord the proposed assignee would not reduce thevalue (when valued the day after the assignment would have taken place) of theinterest of the Landlord in the Premises;

11.4.2      The conditions referred to in clause11.3.3 are that:-

11.4.2.1                                   upon orbefore any assignment and before giving occupation to the assignee the Tenantshall covenant by way of indemnity and guarantee with the Landlord in the termsset out in clause 44 of the Lease;

11.4.2.2                                   if soreasonably required by the Landlord the assignee shall upon or before anyassignment and before taking occupation obtain guarantors reasonably acceptableto the Landlord who shall covenant by way of indemnity and guarantee (if morethan one jointly and severally) with the Landlord Clause 42.2 in the terms setout in Clause 43 of the Lease; and

11.4.2.3                                   the writtenlicence to assign contains a condition that if at any time prior to theassignment the circumstances (or any of them) specified in clause 11.4.1.1 and11.4.1.2 cease to exist the Landlord may revoke the licence by written noticeto the Tenant; and

11.4.2.4                                   if soreasonably required by the Landlord the assignee shall procure a bank guaranteeor complete a Rent Deposit Deed in a form acceptable to the Landlord for suchreasonable sum in the circumstances as the Landlord may specify; and

11.4.2.5                                   the writtenconsent of any mortgagee or chargee of the Landlord or any superior Landlord(if applicable) is obtained; and

11.5                           In thisClause 11 and in Part Ten of the Lease the expression “tenant covenants” hasthe meaning ascribed to it by section 28 of the Act 1995

**Underlettings:**

11.6                           TheTenant shall not underlet a part (as distinct from the whole) of the Premisesother than by way of a “permitted part” a permitted part for the purposes ofthis clause being either an underletting of the whole the area coloured ingreen or the whole of this area coloured in blue on Plan No. 2 but not bothareas

14

----

 

11.7         The Tenant shall not underlet the wholeor a permitted part of the Premises

11.7.1                      unless the proposedundertenant has first covenanted by deed with the Landlord in such form as theLandlord may reasonably require that with effect from the date of theunderlease and during the period whilst the undertenant remains bound by thetenant covenants of the underlease the undertenant will observe and perform allthe provisions of the underlease to be observed and performed by the undertenant;nor

11.7.2                      (where the proposedundertenant is a corporate body and the Landlord reasonably so requires)without first procuring a covenant by deed with the Landlord from twoindividuals who are or a company which is acceptable to the Landlord as suretyfor the undertenant; nor

11.7.3                      except by way of a “permittedunderlease”; nor

11.7.4                      without the prior writtenconsent of the Landlord or of any mortgagee or chargee of the Landlord(which  consent in each case shall not beunreasonably withheld) or of any mortgagee or chargee of the Landlord

11.8         A “permitted underlease” is anunderlease which:

11.8.1                      is granted without anyfine or premium;

11.8.2                      reserves a rent not lessthan the rent which the Tenant ought reasonably to obtain in the open market atthe relevant time upon the grant of such underlease;

11.8.3                      incorporates provisionsfor the review of rent at the same times and on the same basis as in the Lease;

11.8.4                      is (so far as isconsistent with an underlease) in a form substantially the same as the Leaseexcept that further subletting shall be prohibited and

11.8.5                      is excluded from theoperation of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954

11.9         The Tenant shall enforce and shall notwaive or vary the provisions of an underlease and (if appropriate) shalloperate at the Review Date the rent review provisions contained in suchunderlease but shall not agree the rent upon such a review without the priorapproval of the Landlord which approval shall not be unreasonably withheld ordelayed

**Associated Companies:**

11.10       The Tenant may share occupation of thePremises in a manner which does not transfer or create a legal estate with aCompany that is a member of the same group (as defined by Section 42 of theLandlord and Tenant Act 1954):

11.10.1                    for so long as both theTenant and that Company remain members of the same group; and

15

----

 

11.10.2                    provided that within 21 daysof such sharing the Landlord receives notice of the company sharing occupationand the address of its registered office 

**Notification:**

11.11       The Tenant shall upon request from timeto time provide within one month  allinformation which the Landlord may reasonably request  under Section 40 (1)(a) and (b) of the Landlordand Tenant Act 1954

11.12       The Tenant shall within 28 days of theassignment, charge or underlease of or of any other devolution of the Lease orof any interest deriving from the Lease give notice thereof to the Landlord’ssolicitor, produce for registration a certified copy of the document effectingor evidencing such devolution and pay a registration fee of £55.00 (plus VAT)

**12.          LEGALOBLIGATIONS**

12.1         In this clause “Legal Obligation” meansany present or future statute, statutory instrument or byelaw, or any presentor future regulation, order, notice, direction, code of practice or requirementof any Authority insofar as it relates to the Premises or to their occupationor use but irrespective of the person on whom such obligation is imposed

12.2         If the Tenant receives from anAuthority formal notice of a Legal Obligation it shall within 14 days produce acopy to the Landlord and if such notice is in the Landlord’s reasonable opinioncontrary to the interests of the Landlord the Tenant shall make (at the cost ofthe Landlord) such objection or representation against such Legal Obligation asthe Landlord may reasonably require but otherwise shall at its own expenseobserve and comply with all Legal Obligations to the extent that they solelyrelate to the Tenant’s occupation or use of the Premises

12.3         Where a Legal Obligation requires thecarrying out of works the Tenant shall so far as such Legal Obligation permitsalso comply with the provisions of the Lease in relation to such works

12.4         The Tenant shall not do or omit to doin relation to the Premises or their use or occupation anything by reason ofwhich the Landlord may incur any liability whether for costs, a penalty,damages, compensation or otherwise

12.5         The Tenant shall not cause or knowinglyor where the Tenant ought reasonably to know permit a nuisance on or inrelation to the Premises and if a nuisance occurs shall forthwith take allnecessary action to abate it

12.6         Without prejudice to the generality ofthis Clause the Tenant shall in particular observe and comply with all LegalObligations of any appropriate Authority relating to health and safety, meansof escape in case of fire, and the protection and preservation of life andproperty carrying out such works of modification and improvement to thePremises as may from time to time be required by such Legal Obligations

12.7         The Tenant shall carry out any works tothe Premises not only in accordance with all Legal Obligations but also withgood quality materials and in a good and workmanlike

16

----

manner to thereasonable satisfaction of the Landlord

12.8         The Tenant shall perform and observeall covenants and other provisions contained or referred to in any documentslisted in the Third Schedule insofar as they relate to or affect the Premisesor their use or occupation

**13.          PLANNING**

13.1.        The provisions of this Clause supplementthe general obligations imposed by Clause 12

13.2         The Tenant shall not commit a breach ofplanning control (as defined in section 172(3) of the Town and Country PlanningAct 1990) in relation to the Premises

13.3         The Tenant shall observe and complywith the Planning Acts in relation to the Premises

13.4         The Tenant shall make no applicationunder the Planning Acts (whether for planning permission or otherwise) inrelation to the Premises without the Landlord’s prior consent (which consentmay be granted subject to such conditions as having regard to all thecircumstances are reasonable but which consent shall not be unreasonablywithheld or delayed) and then only in a form previously approved by theLandlord (which approval shall not be unreasonably withheld or delayed)

13.5         The Tenant shall supply to the Landlordpromptly and without further request copies of all applications, notices,decisions and other formal communications under the Planning Acts which relatein any way to the Premises and where such communications relate only to thePremises or to an application made by the Tenant then the Tenant shall at itsown expense take such action to protect the Landlord’s interests as theLandlord may reasonably require

13.6         The Tenant shall not implement aplanning permission until the Landlord has given its consent (such consent notto be unreasonably withheld or delayed where planning permission is grantedpursuant to an application approved by the Landlord or where the Landlord’s interestsare not likely to be prejudiced)

13.7         Where a planning permission issued tothe Tenant imposes conditions the Tenant shall unless the Landlord shallotherwise direct carry out prior to the Determination of the Term all workswhich the planning conditions may require and the Landlord may before givingconsent to its implementation reasonably require the Tenant to undertake thatif it implements the planning permission it will carry out prior to theDetermination of the Term all works which the planning conditions may at anytime require

13.8         Where on the Tenant’s application aplanning permission is refused or granted subject to conditions and theLandlord produces Counsel’s opinion that the Landlord’s interests are therebymaterially prejudiced and that a planning appeal is justified the Tenant shallprosecute such an appeal at the joint expense of the Landlord and the Tenant

**14.          DEFECTIVEPREMISES**

TheTenant shall promptly give notice to the Landlord of any defect in the Premisesof which it is or should be aware in respect of which the Landlord may have aliability or duty of care under the 

17

----

Lease, the DefectivePremises Act 1972 or otherwise

**15.          ENCROACHMENTS**

15.1         The Tenant shall not stop up, darken orobstruct any window or light at the Premises without the consent of theLandlord such consent not to be unreasonably withheld or delayed

15.2         The Tenant shall not knowingly permitand shall take all reasonable measures to prevent any new window, light,opening, doorway, pathway, Conduit or other encroachment or easement being madeor acquired in, against, out of, or upon the Premises

**16.          LANDLORD’SRIGHTS**

16.1         The Tenant shall permit the Landlord,any superior landlord, and persons authorised by any of them to exercise anyright excepted and reserved by the Second Schedule and in addition to the rightto enter the Premises at all reasonable times after not less than four days’prior notice in writing (except in emergency when as much notice as isreasonably practicable shall be given) with tools and equipment (ifappropriate):

16.1.1                      to inspect the Premisesview their state and condition or to make surveys or to show the Premises toprospective tenants or purchasers (wherever reasonably possible not during peakbusiness hours) of for any other reasonable and proper purpose under the Lease

16.1.2                      to execute works followingthe Tenant’s failure to comply with a notice served under Clause 7.5. (withoutprejudice to any other remedy available to the Landlord) and also pursuant toClause 12.6.

16.1.3                      to take schedules orinventories

16.1.4                      to inspect or executeworks or repair, maintenance, decoration, construction, alteration, improvementor otherwise to other property the person entering causing as little damage anddisturbance as is reasonably practicable and making good as soon as practicableany physical damage to the Premises and the Tenant’s fixtures and fittingstherein so caused to the Tenant’s reasonable satisfaction and provided onlythat such works cannot otherwise be economically carried out

16.2         The Tenant will permit the affixationto suitable parts of the Premises of reletting notices during the six monthspreceding the Determination of the Term and of notices relating to the disposalor acquisition of any reversionary interest at any time **PROVIDED ALWAYS** that such notice shall not obstruct orinterfere with the access of light to the windows of or obstruct or interferewith signs on the Premises and that no such re-letting notices shall be soaffixed to the Premises in the event that the Tenant has given valid notice tothe Landlord that it does intend to renew the Lease in accordance with theprocedures required under the Landlord and Tenant Act 1954 Part II

**17.          COSTS**

TheTenant shall pay and indemnify the Landlord against all reasonable and properliability, all

18

----

reasonableand proper costs, fees, charges, disbursements and expenses connected with,incidental to, consequent upon and (where appropriate) in contemplation of:

17.1         an application for the Landlord’sconsent (whether or not the consent is given or the application is withdrawn);

17.2         a schedule of dilapidations during orwithin five months after the Determination of the Term;

17.3         notice pursuant to a provision of theLease or under Sections 146 or 147 of the Law of Property Act 1925 andproceedings under those sections even if forfeiture is avoided otherwise thanby relief granted by the court;

17.4         the recovery of arrears of Rent orother sums payable under the Lease;

17.5         the enforcement of any covenant orobligations of the Tenant under the Lease;

17.6         abating a nuisance which the Tenantfails to abate

**18.          INTEREST**

Withoutprejudice to any other right or remedy of the Landlord the Tenant shall pay tothe Landlord Interest on any Rent and VAT (if applicable) which is not paid tothe Landlord  within 7 days of the dateit is due (whether payment is formally demanded or not) and Interest on anyother sum which is not paid to the Landlord by the later of fourteen days fromthe date it is due and the date fourteen days after a written demand forpayment is made in each case for the avoidance of doubt such interest to becalculated from the date upon which the payment fell due

**19.          INDEMNITY**

TheTenant is responsible for and shall indemnify and keep the Landlord indemnifiedagainst all claims, demands, actions, or proceedings made or brought and alllosses, damages, costs, expenses and liabilities incurred, suffered or arisingdirectly or indirectly in respect of or otherwise connected with:

19.1         the use and occupation of the Premises;

19.2         the state of repair and condition ofthe Premises (except to the extent (if any) caused by any act omission ordefault of the Landlord);

19.3         any act default omission or negligenceof the Tenant or of any other person at the Premises with the express or impliedauthority of the Tenant or of anyone deriving title through the Tenant; and

19.4         any breach of any covenant or otherprovision of the Lease to be observed and performed by the Tenant save in sofar as the same are covered by the Insured Risks unless the Tenant shall beliable under the provisions of clause 24.5 hereof

**20.          YIELDINGUP**

Upon the Determination of the Term the Tenant shall:

19

----

 

20.1                         remove all signs andtenant’s fixtures and fittings and furniture and effects making good any damageto the Premises so caused; and

20.2                         yield up the Premisesin a state and condition consistent with due compliance by the Tenant with itscovenants and obligations under the Lease

**PART FOUR : INSURANCE**

**21.          DEFINITIONS**

Inthis part of the Lease:

21.1         “Insured Risks” means risk of loss ordamage by fire, storm, tempest, flood, lightning, explosion, aircraft, articlesdropped from aircraft, riot, civil commotion, malicious damage (including actsof terrorism, impact, bursting and overflowing of pipes, of tanks or of other apparatuslandslip subsidence or heave, and by such other normal perils against which theLandlord may reasonably insure and notify to the Tenant in writing

21.2         “the Insurance Policies” means thefollowing insurance policies effected in such insurance office of repute orwith such underwriters and through such agency as the Landlord may reasonablydecide and subject to such reasonable excesses, exclusions, limitations andconditions as may be usual in the United Kingdom Insurance market and theinsurer may require or the Landlord may properly negotiate

21.2.1                      insurance of the Premises(but specifically excluding tenant’s and trade fixtures and fittings) againstthe Insured Risks for a sum sufficient to cover the cost of reinstatementassuming total loss including all applicable VAT and ancillary costs (such assite clearance and professional fees) and appropriate allowance for inflation

21.2.2                      a “Loss of Rent Policy”being insurance against the loss of all Rent and applicable VAT for a period ofthree years and for such sum as takes into account any likely rent reviewduring that period having regard to all proper and reasonable relevantcircumstances

21.2.3                      third party and publicliability at the Premises for such sum as the Landlord may from time to time considerprudent

21.2.4                      such matters in relationto the Premises not otherwise specifically mentioned in this part of the Leaseas the Landlord (acting reasonably) may from time to time consider prudent

**22.**          **LANDLORD’S COVENANTS**

TheLandlord covenants with the Tenant that from and including the Possession Dateuntil the Determination of the Term:

22.1         the Landlord will effect and maintainthe Insurance Policies and will ensure a note of the Tenant’s interest isendorsed on them (but only so far as they are not vitiated by any act, neglector default of the Tenant, anyone deriving Title through the Tenant or anyone at

20

----

the Premises withexpress or implied authority of either of them)

22.2         the Landlord will upon request fromtime to time produce to the Tenant a copy or full details of the InsurancePolicies and evidence that they are in force

22.3         the Landlord will notify the Tenant ofany change either in the insurance office or in the provisions of the InsurancePolicies from time to time which is material to the Tenant

22.4         in the event of any loss or damageagainst which the Landlord has covenanted to effect an insurance policy theLandlord will apply all monies received from the insurer in relation toinsurance of the Premises pursuant to Clause 21.2.1 above and from the Tenantpursuant to Clause 24 in carrying out works of reinstatement or otherwisemaking good such loss or damage as soon as practicable and the Landlord shallmake good any deficiency in the insurance monies received out of its own moniessave to the extent that such deficiency occurs due to the payment of the policymonies being refused by reason or as a result of some act or default on thepart of or suffered by the Tenant or anyone in the Tenant’s control

22.5         (unless and save to the extent that thepolicy of insurance has been invalidated and the policy monies have beenproperly withheld by reason of any act or default of the Tenant and Tenant hasnot paid to the Landlord the policy monies lost hereby) forthwith to use itsreasonable endeavours to obtain any labour permits planning permissions by-lawand other approvals which are necessary to enable the Premises to be rebuilt orreinstated

22.6         the Landlord shall carry out all worksof reinstatement or replacement in a good and workmanlike manner in accordancewith good building practice and using good sound and suitable materials and inaccordance with all necessary consents and the requirements of statute bye-lawany local act or the fire officer

22.7         if the Premises are wholly orsubstantially damaged or destroyed by any of the Insured Risks the Landlordshall use all reasonable endeavours to obtain deeds of collateral warranty fromthe contractor any nominated sub-contractor or sub-contractor having a designfunction the architect the structural engineer and the mechanical andelectrical services engineer engaged to carry out the works of reinstatement orreplacement or their design or supervision such collateral warranty deeds to bein a form approved by the Tenant (such approval not to be unreasonably withheldor delayed)

22.8         if it shall not be possible to rebuildor reinstate the Premises in accordance with clauses 22.4 and 22.5 exactly asthey were prior to the date of damage or destruction the Landlord shall rebuildor reinstate the same making any necessary changes provided that the use andenjoyment of the Premises and the ability of the Tenant and any lawful occupierto use the Premises beneficially for the use permitted by the Lease shall notthereby be materially and adversely affected and the prior written consent ofthe Tenant (such consent not to be unreasonably withheld or delayed) shall beobtained by the Landlord prior to any such changes being made

22.9         if any of the said necessary consentscontain a condition which was not in force immediately prior to the date ofdamage or destruction by any of the Insured Risks and which materially andadversely affects the ability of the Tenant or any lawful occupier to use thePremises beneficially for the use permitted by the Lease or which makes any

21

----

consent personal to theTenant or any other named occupier or class of persons or which makes theconsent temporary after implementation the Tenant shall be entitled by givingwritten notice to the Landlord not later than 21 days after receiving a copy ofthe relevant consent to determine the Lease whereupon the Lease shall cease andbe at an end but without prejudice to any claim in respect of any antecedentbreach of the terms of the Lease by either Party

22.10       if the insurer has under the terms of theInsurance Policies the option to effect reinstatement rather than to pay theinsurance monies to the Landlord and exercises such option the Landlord shalluse all reasonable endeavours (which expression shall connote (inter alias) thetaking of any requisite proceedings where counsel of not less than ten years’call at the English bar specialising in insurance matters shall have advisedthat on the balance of probabilities such proceedings would succeed) to procurethat the insurer carries out such reinstatement without avoidable delay andshall not agree to accept anything less than full repair or restoration withoutthe prior written consent of the Tenant (such consent not to be unreasonablywithheld or delayed)

22.11       ensure that nothing is done or omitted byitself or its servants or agents which causes the Insurance Policies to berendered void or voidable

22.12       notify the Tenant in writing of anyproposed substantive change in the ambit quantum or terms of cover from time totime and shall supply (without the need of any request from the Tenant) a copyof the new form of policy which becomes applicable; and

22.13       ensure that the Insurance Policieseffected by the Landlord hereunder contain a non-invalidation clause to theeffect that they shall not be avoided by any act or omission or by anyalteration whereby the risk of damage or destruction is increased unknown to orbeyond the control of the Landlord and a provision whereby the insurers agreeto waive all rights of subrogation to which the insurers might becomesubrogated against the Tenant (unless the loss has been occasioned by orcontributed to by the fraudulent or criminal or malicious act of the Tenant);and

22.14       procure that the interest of the Tenantor any undertenant is noted on the policy of insurance either specifically orgenerically

**23.          ABATEMENTOF RENT**

23.1         If by reason of destruction or damageby an Insured Risk the Premises are wholly or partially unfit for occupationand use or inaccessible and the Insurance Policies have not been vitiated orany payment thereunder refused by reason of some act, neglect or default of theTenant, someone deriving title through the Tenant, or some person with theexpress or implied authority of either of them then the Rent or a fairproportion of the Rent according to the nature and extent of the damagesustained shall cease to be payable until the Premises are again fit foroccupation and use provided that for the avoidance of doubt if the Tenant shallhave paid any sum in advance in respect of a period following the date ofdamage or destruction the Landlord shall on whichever shall be the earlier ofthe end of the period in respect of which the sum was paid and the date whichthe Premises are rendered fit for beneficial occupation or use and accessibleas aforesaid refund the same or a due proportion thereof according to thelength of time that the Premises are unfit for beneficial occupation and usesor inaccessible as aforesaid

22

----

 

23.2         A dispute as to the amount or durationof such cesser of Rent shall be referred to arbitration under the ArbitrationAct 1996 the arbitrator to be appointed (failing agreement between the parties)by the President of the Royal Institution of Chartered Surveyors upon theapplication of either Landlord or the Tenant

23.3         In the event of destruction or damageto the Premises or any part of them resulting from any Insured Risk and thePremises not having been rebuilt or reinstated and made fit for occupation anduse by a date which is 2 years and 9 months after the date of such destructionor damage then unless the Insurance Policies shall be void by reason of any actor default of the Tenant or its agents or visitors then either party maydetermine the Lease by giving to the other party not less than three months writtennotice of its wish to determine (such notice to be given not to expire earlierthan the third anniversary of such destruction or damage) and on the expirationof such notice the Lease and the Term shall immediately cease and determine butwithout prejudice to any antecedent right of action or remedy in respect of anybreach of covenant or claim by either party against the other arising under theLease

23.4         In the event of either party exercisingits right to determine the Lease under clause 23.3 above the whole or anyunexpended part of the Insurance Policies monies shall belong to the Landlordabsolutely

**24.          TENANT’SCOVENANTS**

TheTenant covenants with the Landlord that from and including the Possession Date:

24.1         the Tenant will pay to the Landlord within14 days of written demand all premiums valuations or assessments incurred bythe Landlord in effecting and maintaining the Insurance Policies

24.2         the Tenant will comply with theinsurers requirements in relation to the Premises and will not do or omit to doanything which may make any Insurance policy void or voidable in whole or inpart or without first notifying the Landlord in writing at least 28 days priorthereto increase the premium for such policy within 14 days of written demandpaying to the Landlord the whole of such increase

24.3         the Tenant will maintain such firefighting equipment on the Premises as the insurer or an Authority mayreasonably require

24.4         the Tenant will forthwith notify theLandlord of any loss, damage or destruction of or relating to the Premises andof any other event which comes to the attention of the Tenant and which mayaffect or give rise to a claim under the Insurance Policies

24.5         the Tenant will within 14 days ofwritten demand pay to the Landlord an amount equal to all monies which theLandlord is unable to recover under an Insurance Policies by reason of:

24.5.1                      an act, default oromission of the Tenant

24.5.2                      the Tenant’s failure tocomply with a condition of the Insurance Policies of which the Tenant has beenmade aware in writing or by receiving a copy of the condition

23

----

 

24.6         the Tenant shall not effect anyinsurance policy equivalent to any of the Insurance Policies but if in breachof this covenant it does so it shall pay to the Landlord all monies received undersuch policy

**PART FIVE : LANDLORD’S COVENANTS**

**25.          COVENANTS**

Subjectto the Tenant paying the rent and other sums due under the Lease and complyingwith its covenants the Landlord covenants with the Tenant from and includingthe Possession Date until the Determination of the Term to permit theTenant  to peaceably and quietly to holdand enjoy the Premises without any interruption or disturbance from or by theLandlord or any person claiming under or in trust for the Landlord or by titleparamount

**PART SIX : RENT REVIEW**

**26**.**          DEFINITIONS AND INTERPRETATION**

Inthis part of the Lease

26.1       “ReviewPeriod” means the period commencing on the Review Date and expiring on the Determination of the Term

26.2         “Restrictions” means restrictionsimposed by an Authority which operate to impose any limitation in relation tothe review of rent or the collection of any increase in rent

26.3         “Open Market Rent” is as defined inClause 28

26.4         Time is not of the essence except wherespecified

**27.          REVIEWOF RENT**

Witheffect from the Review Date the Rent shall be the amount payable (but for anyabatement of Rent) immediately prior to the Review Date or (if greater than)the Open Market Rent as agreed or determined under this part of the Lease

**28.          OPENMARKET RENT**

“OpenMarket Rent” means the best yearly rent at which the Premises might reasonablybe expected to be let as a whole at the Review Date by a willing landlord to awilling tenant

28.1         assuming that:

28.1.1                      the Premises are availableto let as a whole or let in parts as permitted by  the Lease with vacant possession on the openmarket without a fine or premium under a lease for a term equal to the residueof the Agreed Term and otherwise on the same terms as the Lease (except as tothe amount of the Rent)

24

----

 

28.1.2                      the covenants andprovisions of the Lease on the part of the Landlord and the Tenant have beenfully performed and observed and the Landlord has not knowingly breached itscovenants hereunder

28.1.3                      the Premises (or therelevant parts thereof) may only be used as permitted by this Lease

28.1.4                      if the Premises (or therelevant parts thereof) have been destroyed or damaged they have been fullyrestored

28.1.5                      the Premises are ready tobe fitted out and equipped to the requirements of a willing tenant and areotherwise available for immediate occupation and use in accordance with thePermitted User

28.1.6                      no works have been carriedout to the Premises (or the relevant parts thereof) (unless by the Landlord)which has diminished their rental value

28.1.7                      if VAT is charged on Rentunder the Lease every prospective willing tenant would be able to recover suchVAT in full

28.2         but disregarding:

28.2.1                      any effect on rent of thefact that the Tenant, any undertenant or any of their respective predecessorsin title have been in occupation of the Premises (or the relevant partsthereof)

28.2.2                      any goodwill attached tothe Premises (or the relevant parts thereof) by reason of the carrying on ofthe business of the Tenant, any undertenant or any of their predecessors intitle

28.2.3                      the taxable status of anyParty for the purpose of VAT or any other tax

28.2.4                      any effect on rent of theRestrictions

28.2.5                      any effect on rentattributable to any improvement to the Premises carried out during the Termwith the Landlord’s prior written consent before the Review Date and otherwisethan in pursuance of an obligation to the Landlord or its predecessors in titlethe extent only that such improvement has been carried out without cost to theLandlord or its predecessors in title and that such improvement was completedeither during the Term or during any period of occupation prior to thecommencement of the Term arising out of an agreement to grant the Lease

28.2.6                      any rental concessionwhich might on a new letting with vacant possession be granted to a tenant

**29.          PROCEDURE**

29.1         The rent shall be reviewed upon theReview Date

25

----

 

29.2         The Landlord and Tenant shall endeavourto agree the Open Market Rent as at the Review Date

29.3         If by the date three months prior tothe Review Date the Landlord and the Tenant shall not have agreed the OpenMarket Rent either may by notice to the other require the Open Market Rent asat the Review Date to be determined by a Chartered Surveyor having at least tenyears’ experience in assessing the rental value of premises similar to thePremises and acting as a single arbitrator

29.4         If the Landlord and the Tenant do notagree on the joint appointment of an arbitrator the arbitrator shall benominated on the joint application of the Landlord and the Tenant (or if eitherof them neglects to concur in such application within 14 days of beingrequested so to do then on the sole application of the other) by the Presidentor other chief officer or acting chief officer for the time being of the RoyalInstitution of Chartered Surveyors and the arbitrator so appointed shallproceed in accordance with the Arbitration Act 1996

29.5         The arbitrator shall within threemonths of his appointment or within such extended period as the parties  may agree give to the Landlord and the Tenantwritten notice of the amount of the Open Market Rent as determined by him butif he does not or if for any reason it becomes apparent that he will not beable to complete his duties in accordance with his  appointment the Landlord and the Tenant mayagree upon or either of them may apply for the appointment of anotherarbitrator (which procedure may be repeated as often as necessary) pursuant tothe provisions of this Clause

29.6         The costs of the arbitrator includingthose incidental to his appointment shall be borne by the Landlord and theTenant in such manner as the arbitrator determines

**30.          DELAYEDREVIEW**

Wherethe Rent payable with effect from the Review Date is not ascertained prior tothe Review Date the Tenant shall:

30.1         with effect from the Review Date pay an“Interim Rent” at the rate at which Rent was payable (ignoring any abatement)immediately prior to the Review Date; and

30.2         if the Rent when ascertained exceedsthe Interim Rent then within twenty-one days of the Rent being ascertained payto the Landlord an amount equal to the aggregate of the sums by which eachquarterly instalment of Rent would have exceeded each instalment of InterimRent had the Rent been ascertained by the Relevant Review Date together withInterest on each of those sums from the date it would have been due to the dateof payment at a rate 2% below the Interest Rate

**31.          RESTRICTIONS**

WhereRestrictions are in force at the Review Date the Landlord may (whether or notRent has been agreed or determined with effect from that Review Date) givenotice to the Tenant at any time but not later than 28 days (in respect ofwhich time is of the essence) after such Review Date postponing such ReviewDate until such later date (being not later than the Determination of The Term)as the Landlord may subsequently by not less than three month’s prior noticespecify and

26

----

 

inthat event the Rent payable immediately prior to the Review Date that ispostponed shall (notwithstanding any review that may have taken place as atthat Review Date) continue to be the Rent payable until increased upon reviewat the postponed Review Date

**32.          MEMORANDA**

WhereRent is increased with effect from the Review Date the Landlord and Tenantshall (at their own cost) sign memoranda thereof in such form as the Landlordmay reasonably require for annexation to both the original and counterpart ofthe Lease

**PART SEVEN : MISCELLANEOUS PROVISIONS**

**33.          RECOVERYOF MONEY**

Inaddition to any other remedy available to the Landlord all moneys due from theTenant to the Landlord under the Lease may be recovered as if such moneys werereserved as Rent

**34.          USER**

TheLandlord does not warrant that the Premises may lawfully be used for anypurpose authorised under the Lease

**35.          EASEMENTS**

35.1         The Tenant is not entitled to and thePremises do not enjoy any right of light or air which might restrict orinterfere with the free use of any other property for building or any otherpurpose

35.2         The operation of Section 62 of the Lawof Property Act 1925 is excluded from the Lease and the only rights grantedwith the Premises are those expressly granted in the Lease

**36.          COVENANTS**

36.1         Nothing contained or implied in theLease gives the Tenant the benefit of or the right to enforce or to prevent therelease or modification of any covenant agreement or condition relating toother property

36.2         Each covenant in the Lease by theTenant remains in full force at law and in equity notwithstanding any waiver orrelease temporarily or permanently revocably or irrevocably of any othercovenant in the Lease or of any covenant affecting other property so far as thelaw allows

**37.          LIABILITY**

37.           The Landlord is not responsible tothe Tenant or to anyone at the Premises with the Tenant’s express or impliedauthority for any accident, injury, damage or loss save for acts of negligenceon the part of the Landlord its servants agents and employees acting within thedirect scope of their authority

27

----

 

**38.          COMPENSATION**

Anystatutory right of the Tenant to claim compensation from the Landlord whetheron vacating the Premises or otherwise is excluded to the extent that the lawallows

**39.          NOTICES**

39.1         A notice by one party (“the sender”) toanother (“the recipient”) is duly served if in writing and either delivered tothe recipient or sent by registered or recorded delivery post addressed to therecipient at his registered office

39.2         In this Clause ‘writing’ includesfacsimile or other electronic means of communication by such means in whichevent service is deemed to be effected when the sender has finishedtransmitting the notice unless either the sender knows or  ought reasonably to know that thetransmission has failed or is incomplete (in which case service is not effecteduntil the notice has been duly transmitted) or transmission takes place outsidenormal business hours (in which case notice is deemed to be served when normalbusiness hours next commence)

39.3         In this Clause “working day” means anyday except Saturday, Sunday or a bank or public holiday and “normal businesshours” are 9.30 a.m. to 5.30 p.m. on a working day

**PART EIGHT : FORFEITURE**

**40.          RIGHT OFENTRY**

TheLandlord may at any time after the occurrence of any of the following eventsre-enter the Premises whereupon this demise shall absolutely determine (butwithout prejudice to any right of action of the Landlord in respect of anyarrears of Rent or any antecedent claim or breach of covenant):

40.1         if any Rent remains unpaid 21 daysafter it is due (in the case of Rent whether formally demanded or not); or

40.2         if any material covenant or stipulationin the Lease which is to be performed or observed by the Tenant is notperformed or observed and is not remedied in accordance with the terms of theLease; or

40.3         if the Tenant permits any execution ordistress to be levied on any goods in the Premises; or

40.4         if the Tenant (or any one partyincluded within the definition of the Tenant) becomes Insolvent (as defined inthe next Clause)

**41.          INSOLVENCY**

“Insolvent”means for the purposes of this part of the Lease:

28

----

 

41.1         in relation to a company that:

41.1.1                      it is deemed unable to payits debts as defined in Section 123 of the Insolvency Act 1986 (referred to as “theAct” in the remainder of this Clause); or

41.1.2                      a bonafide proposal for avoluntary arrangement under Part I of the Act is made; or

41.1.3                      a petition is presentedfor an administration order under Part II of the Act; or

41.1.4                      a receiver or manager isappointed whether under Part III of the Act (including an administrativereceiver) or otherwise; or

41.1.5                      it goes into liquidationas defined in Section 247 (2) of the Act (other than a voluntary winding upsolely for the purpose of amalgamation or reconstruction while solvent); or

41.1.6                      a provisional liquidatoris appointed under Section 135 of the Act; or

41.1.7                      a proposal is made for ascheme of arrangement under Section 425 of the Companies Act 1985 other thanfor the purposes of amalgamation or reconstruction; and

41.2         in relation to an individual that:

41.2.1                      an application is made foran interim order or a proposal is made for a voluntary arrangement under PartVIII of the Act; or

41.2.2                      a bankruptcy petition ispresented to the Court or his circumstances are such that a bankruptcy petitioncould be presented under Part IX of the Act; or

41.2.3                      he enters into a deed ofagreement

**PART NINE :  GUARANTEE**

**42.          INTRODUCTION**

Theparties agree and declare as follows:-

42.1         where a Guarantor is a party to theLease the Guarantor covenants with the Landlord as set out in Clause 43

42.2         where a surety for an assignee isrequired pursuant to Clause 11.4.2.2 such surety shall covenant with theLandlord in the terms of Clause 43 as if it were the Guarantor under the Leaseexcept that such guarantee will take effect only from the date of the relevantassignment and extend only to the obligations of the assignee

42.3         where a surety for an undertenant isrequired pursuant to Clause 11.7.2 such surety shall covenant with the Landlordin the terms of Clause 43 as if it were the Guarantor under the Lease exceptthat the guarantee will extend only to the obligations of the undertenant andits successors in title under the underlease and the provisions relating todisclaimer of the

29

----

 

Lease will notapply

**43.          GUARANTOR’SCOVENANT**

TheGuarantor covenants with the Landlord (for the benefit of the Landlord and ofthe person in whom from time to time the reversion immediately expectant uponthe Determination of the Term is vested without the need for any expressassignment) that

43.1         during the period while the Tenantremains bound by the tenant covenants of the Lease and/or by any obligations ofthe Tenant undertaken pursuant to the covenant contained in Clause 11.4.2.1 ofthe Lease (such period in this Clause 43 being referred to as “the Tenant’sLiability Period”) the Tenant shall punctually pay the Rent and observe andperform the covenants and other provisions of the Lease and in case of defaultthe Guarantor will pay the Rent and observe and perform the covenants andprovisions in respect of which the Tenant is in default and make good to theLandlord within 21 days of written demand and indemnify the Landlord againstall losses damages costs and expenses thereby arising or incurred by theLandlord

43.2         the liability of the Guarantor underClause 43.1 shall not be affected in any way by;

43.2.1                      any neglect or forbearanceof the Landlord in enforcing payment of Rent or observance or performance ofthe covenants and provisions of the Lease

43.2.2                      any time or indulgencegiven to the Tenant by the Landlord

43.2.3                      any refusal by theLandlord to accept Rent from the Tenant following a breach of covenant by theTenant

43.2.4                      any agreement with theTenant, any licence or consent granted to the Tenant or any variation in theterms of the Lease so long as such variation does not increase the Guarantor’sfinancial liability under the Lease unless the Guarantor was a party to suchvariation or such variation was envisaged by the terms of the Lease ProvidedThat if a variation occurs which increases the Guarantor’s financial liabilityand Guarantor was not a party to such variation then (save in the case ofreviewed rent) the Guarantor shall not be released but the Guarantor’sfinancial liability to the Landlord pursuant to this Clause 43 shall be limitedto that which it would have been prior to such variation

43.2.5                      the death of the Tenant (ifan individual) or the dissolution of the Tenant (if a company)

43.2.6                      a surrender of part of thePremises except that the Guarantor will have no liability in relation to thesurrendered part in respect of any period following the date of surrender

43.2.7                      any other act matter orthing apart from the express release in writing of the Guarantor

30

----

 

43.3         if during the Tenant ‘s LiabilityPeriod the Tenant (being a company) enters into liquidation or (being anindividual) becomes bankrupt and the liquidator or the trustee in bankruptcydisclaims the Lease the Guarantor shall upon written notice from the Landlordgiven within six months after the date of disclaimer accept a new lease of thePremises for a term equal to the residue then remaining unexpired of the AgreedTerm at the Rent then payable under the Lease and otherwise subject to the samecovenants and provisions as in the Lease (without however requiring any otherperson to act as guarantor) such new lease to take effect from the date ofdisclaimer and to be granted at the cost of the Guarantor who shall execute anddeliver to the Landlord a counterpart of it

43.4         if the Lease is disclaimed and for anyreason the Landlord does not require the Guarantor to accept a new leasepursuant to Clause 43.3 the Guarantor shall pay to the Landlord within 21 daysof written demand an amount equal to the difference between any money receivedby the Landlord for the use or occupation of the Premises and the Rent (ifhigher) which would have been payable had the Lease not been disclaimed for theperiod commencing with the date of disclaimer and ending upon the date twelvemonths after the date of disclaimer or (if earlier) the date upon which thePremises are relet

**44.          TENANT’SGUARANTEE COVENANT**

TheTenant covenants with the Landlord (for the benefit of the Landlord and of theperson in whom from time to time the reversion immediately expectant upon theDetermination Of The Term is vested without the need for any expressassignment) that

44.1         during the period while the assignee ofthe Tenant (“the Assignee”) remains bound by the tenant covenants of the Lease(such period in this Clause 44 being referred to as “the Assignee’s LiabilityPeriod”) the Assignee shall punctually pay the Rent and observe and perform thecovenants and other provisions of the Lease and in case of default the Tenantwill pay the Rent and observe and perform the covenants and provisions inrespect of which the Assignee is in default and make good to the Landlordwithin 21 days of written demand and indemnify the Landlord against all lossesdamages costs and expenses thereby arising or incurred by the Landlord

44.2         the liability of the Tenant underClause 44.1 shall not be affected in any way by:

44.2.1                      any neglect or forbearanceof the Landlord in enforcing payment of Rent or observance or performance ofthe covenants and provisions of the Lease

44.2.2                      any time or indulgencegiven to the Assignee by the Landlord

44.2.3                      any refusal by theLandlord to accept Rent from the Assignee following a beach of covenant by theAssignee

44.2.4                      any agreement with theAssignee any licence or consent granted to the Assignee or any variation in theterms of the Lease so long as such variation does not increase the Tenant’sfinancial liability under the Lease unless the Tenant was a party to suchvariation or such variation was envisaged by the terms of the Lease ProvidedThat if a variation occurs which increases the Tenant’s financial liability andTenant was not a party to such variation then (save in the case of reviewedrent) the Tenant shall not be released but the Tenant’s financial liability tothe

31

----

Landlord pursuantto this Clause 44 shall be limited to that which it would have been prior tosuch variation

44.2.5                      the death of the Assignee(if an individual) or the dissolution of the Assignee (if a company)

44.2.6                      any other act matter orthing apart from the express release in writing of the Tenant

44.3         If during the Assignee’s LiabilityPeriod the Assignee (being a company) enters into liquidation or (being an individual)becomes bankrupt and the liquidator or the trustee in bankruptcy disclaims theLease the Tenant shall upon written notice from the Landlord given with sixmonths after the date of disclaimer accept a new lease of the Premises for aterm equal to the residue then remaining unexpired of the Agreed Term at theRent then payable under the Lease and otherwise subject to the same covenantsand provisions as in the Lease (without however requiring any other person toact as guarantor) such new lease to take effect from the date of disclaimer andto be granted at the cost of the Tenant who shall execute and deliver to theLandlord a counterpart of it

**45.          RELEASEOF LANDLORD**

45.1.        For the purposes of clause 45.2:-

45.1.1                      “the Landlord” means theperson named in clause 1.1 as the Landlord

45.1.2                      “Landlord’s Obligations”means all obligations of the Landlord under any any covenant or other term ofthe Lease or any document expressed to be supplemental to the Lease and allimplied obligations of the Landlord under the Lease or any such document

45.1.3                      “Breach” means any breachby the Landlord of the Landlord’s Obligations or any of them

45.1.4                      “Reversion” means thereversion immediately expectant on the Determination of the Term

45.2         No liability shall attach to theLandlord in respect of any Breach which occurs at any time after the Reversionhas ceased to be vested in the Landlord

**PART TEN  :  SPECIAL CONDITIONS**

**46.****                               CONTRACTS(RIGHTS OF THIRD PARTIES) ACT 1999**

Theprovisions of the Contract (Rights of Third Parties) Act 1999 shall not applyto this Lease unless otherwise stated in this Lease

32

----

 

**47.**          **TENANT’SBREAK OPTION**

47.1         If the Tenant wishes to determine theLease at the expiry of the fifth year of the Agreed Term and gives to theLandlord not less than six months prior written notice (as to which period timeshall be of the essence) and shall have paid the Rent upto the Determination ofthe Term then  upon the expiry of theabove mentioned notice period the Lease shall cease and determine withoutprejudice to any antecedent claim or breach of covenant by either party againstthe other arising under the Lease

47.2         In the event that the Tenant exercisesthe break option contained in Clause 47.1 then (so long as such warranties orreports as herein referred to are capable of being assigned) the Tenant shallassign the residue of any warranties or reports granted to the Tenant by theLandlord’s contractor and members of its professional team at the start of theLease to any third party nominated by the Landlord and it is hereby agreed thatthe provisions of this Clause 47.2 shall apply in the event of any earlierdetermination of the Lease howsoever occurring

**48.          ENVIRONMENTALMATTERS**

48.1         The parties agree notwithstanding anyother provisions in the Lease (other than in respect of contamination orpollution actually caused or introduced by or acquiesced to by the Tenant) anyliability for the same or any responsibility or liability for taking anyRemedial Action or dealing with Hazardous Material or dealing with anyEnvironmental Liabilities or complying with any Environmental Laws shall beborne solely by the Landlord.  This is anagreement for the purposes of paragraph D.38 of the Annex 3 of the StatutoryGuidance containing in DETR Circular 02/2000 on the Environmental ProtectionAct 1990 Part 2A (Contaminated Land). Each party consents to the provisions of this agreement and theremainder of the Lease being disclosed to any Enforcing Authority under Part 2Aof the Environmental Protection Act 1990 or an similar or substituted oramended Enactment or Environmental Laws. The parties further agree that any contamination, pollution orEnvironmental Liabilities, the presence of Hazardous Material and anynon-compliance with Environmental Laws shall be deemed not to have been causedby the Tenant in the absence of conclusive evidence to the contrary

48.2         The parties further agree that theTenant will not alter penetrate or damage the concrete floor or apron of thePremises without the Landlord’s prior written consent and in the event that anyaperture break or penetration occurs to the concrete floor or apron then theTenant will at its own costs reinstate and reseal the said concrete floor orapron to the same specification as is currently installed including the re-sealingof any membrane to the reasonable satisfaction of the Landlord or anyenvironmental authority

**49**.          It is hereby certified that there isno Agreement for Lease to which the Lease gives effect

**FIRST SCHEDULE — RIGHTS**

(None)

33

----

 

**SECOND SCHEDULE - EXCEPTIONS ANDRESERVATIONS**

Therights which the Tenant covenants to permit under part three of the Lease areexcepted and reserved to the Landlord and all those duly authorised by itsubject where a person has a right to enter the Premises in order to carry outworks to that person (a) first giving reasonable notice in writing of at least48 hours to the Tenant (except in emergency) and (b) exercising the right in amanner which causes as little damage and inconvenience as is practicable in thecircumstances, and (c) making good any physical damage caused (but withoutliability for loss of trade or other consequential loss) as soon as reasonablypracticable to the Tenant’s reasonable satisfaction and (d) that such workscannot otherwise be reasonably carried out economically and speedily

**THIRDSCHEDULE - DOCUMENTS**

All the entries in theProperty and Charges Registers of Title No. HP25636 (save for those entries inthe Charges Register relating to mortgages or charges of a financial nature) sofar as the same are still subsisting and capable of taking effect in relationto the Premises

**EXECUTED**as a **DEED**by **ERACHANGE      **)**LIMITED**acting by a Director andthe                             )Company Secretary or two Directors                                )

Director

Director/Secretary

**EXECUTED**as a **DEED**by **RUSS BERRIE    **)**(UK) LIMITED**acting by a Directorand the   )Company Secretary or two Directors                                )

Director  /s/Chris Robinson

Director/Secretary /s/ Trevor Rowcliffe

** **

34

----