Exhibit 10.20


 


10th February 2006


 


ROWLANDSON PROPERTIES LIMITED


 


and


 


SPESCOM SOFTWARE LIMITED


 


LEASE


 


of First Floor offices Woolbrook House


 


Crabtree Office Village, Egham, Surrey


 





 

















 


CONTENTS


 


	
  1.

  	
  PARTICULARS

  	
  3

  
	
  2.

  	
  DEFINITIONS AND INTERPRETATION

  	
  4

  
	
  3.

  	
  DEMISE

  	
  11

  
	
  4.

  	
  TENANT’S COVENANTS

  	
  11

  
	
  5.

  	
  LANDLORD’S COVENANTS

  	
  26

  
	
  6.

  	
  INSURANCE

  	
  27

  
	
  7.

  	
  PROVISOS

  	
  32

  
	
  8.

  	
  LANDLORD AND TENANT ACT 1954

  	
  36

  
	
  9.

  	
  LANDLORD AND TENANT (COVENANTS) ACT
  1995

  	
  36

  
	
  10.

  	
  CONTRACTS (RIGHTS OF THIRD PARTIES)
  ACT 1999

  	
  36

  
	
  11.

  	
  TENANT’S BREAK OPTION

  	
  36

  
	
  RIGHTS SCHEDULE

  	
   

  	
  37

  
	
  EXCEPTIONS SCHEDULE

  	
   

  	
  38

  
	
  SERVICE CHARGE SCHEDULE

  	
   

  	
  40

  
	
  REGULATIONS SCHEDULE

  	
   

  	
  45

  
	
  AUTHORISED GUARANTEE AGREEMENT
  SCHEDULE

  	
   

  	
  46

  
				



 

















 


	
  LAND REGISTRY

  
	
   

  
	
  Title Number:

  	
   

  	
  SY584153

  
	
   

  	
   

  	
   

  
	
  Administrative Area:

  	
   

  	
  Egham, Surrey

  



 


 


	
  LEASE DATED

  	
   

  	
  10th February 2006

  



 


1.      PARTICULARS


 


	
  1.1     “Building”

  	
   

  	
  the land and building known as Woolbrook House on
  the Landlord’s Estate shown edged blue on Plan 1

  
	
   

  	
   

  	
   

  
	
  1.2     “Contractual Term”

  	
   

  	
  Five (5) years commencing on10th February
  2006

  
	
   

  	
   

  	
   

  
	
  1.3     “Rent”

  	
   

  	
  means the sum of £45,360 per annum (exclusive of
  Vat)

  
	
   

  	
   

  	
   

  
	
  1.4     “Interest Rates”

  	
   

  	
  3% (three per cent) per annum above the base rate of
  Lloyds TSB Bank plc or such other bank (being a member of the Committee of
  London and Scottish Bankers) as the Landlord may from time to time nominate
  in writing and “interest” means interest during the period the date on which
  payment is due to the date of payment both before and after any judgement at
  the Interest Rate then prevailing from time to time

  
	
   

  	
   

  	
   

  
	
  1.5     “Landlord”

  	
   

  	
  ROWLANDSON PROPERTIES LIMITED (CRN 00805589)
  whose registered office is at Graham House 7 Wyllyotts Place, Potters Bar,
  Herts EN6 2JD

  
	
   

  	
   

  	
   

  
	
  1.6     “Permitted User”

  	
   

  	
  use as high class offices within use class B1 of the
  1987 UCO

  
	
   

  	
   

  	
   

  
	
  1.7     “Possession Date”

  	
   

  	
  10th February 2006

  
	
   

  	
   

  	
   

  
	
  1.8     “Premises”

  	
   

  	
  the first floor of the Building (other any Common
  Parts of the Building)

  
	
   

  	
   

  	
   

  
	
  1.9     “Rent Commencement Date”

  	
   

  	
  10th August 2006

  



 


3

















 


	
  1.10   “Tenant”

  	
   

  	
  SPESCOM SOFTWARE LIMITED (CRN 02253256)
  whose registered office is at 53-55 Uxbridge Road

  Ealing, London, W5 5SA

  



 


2.      DEFINITIONS AND INTERPRETATION


 


2.1         In this Lease the following words and
expressions shall unless otherwise stated have the following meanings: -


 


	
  “1925 LPA”

  	
   

  	
  the Law of Property Act 1925

  
	
   

  	
   

  	
   

  
	
  “1954 Act”

  	
   

  	
  the Landlord and Tenant Act 1954

  
	
   

  	
   

  	
   

  
	
  “1986 Act”

  	
   

  	
  the Insolvency Act 1986

  
	
   

  	
   

  	
   

  
	
  “1987 UCO”

  	
   

  	
  the Town and Country Planning (Use Classes) Order
  1987 as amended by the Town and Country Planning (Use Classes) (Amendment)
  (England) Order 2005

  
	
   

  	
   

  	
   

  
	
  “1995 Act”

  	
   

  	
  the Landlord and Tenant (Covenants) Act 1995

  
	
   

  	
   

  	
   

  
	
  “2003 RRO”

  	
   

  	
  the Regulatory Reform (Business Tenancies) (England
  and Wales) Order 2003

  
	
   

  	
   

  	
   

  
	
  “Authorised Guarantee Agreement”

  	
   

  	
  an agreement in the form set out in the schedule
  entitled “Authorised Guarantee Agreement Schedule” or in such other form as
  the Landlord shall require

  
	
   

  	
   

  	
   

  
	
  “Common Parts of the Building”

  	
   

  	
  means in relation to the Building the entrance,
  lobbies, halls, stairways, landings, corridors, lifts, refuse areas, internal
  and external fire escape, other internal areas of the Building other than the
  Premises and the other offices within the Building which are let or intended
  for letting;

  



 


4

















 


	
  “Estate Common Parts”

  	
   

  	
  means in relation to the Landlord’s Estate (but
  excluding the Building) such entrances passages fire escape ways service
  roads service yards forecourts and other areas from time to time provided for
  the common use of tenants occupiers visitors or any of them but excluding any
  such other areas or car park areas which are from time to time designated by
  the Landlord for use by individual tenants

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  a company firm or unincorporated association

  
	
   

  	
   

  	
   

  
	
  “Conducting Media”

  	
   

  	
  all pipes sewers drains mains ducts conduits gutters
  watercourses wires cables channels flues and all other conducting media and
  includes any fixings louvres cowls and other ancillary apparatus

  
	
   

  	
   

  	
   

  
	
  “Development”

  	
   

  	
  has the meaning given by Section 55 of the Town and
  Country Planning Act 1990

  
	
   

  	
   

  	
   

  
	
  “Exceptions”

  	
   

  	
  the
  rights excepted reserved or re-granted to the Landlord set out in the
  schedule entitled “Exceptions Schedule”

  
	
   

  	
   

  	
   

  
	
  “Facilities”

  	
   

  	
  such systems and facilities as may from time to time
  be provided for the amenity of the Landlord’s Estate including (but not
  limited to) security and surveillance systems fire alarm and prevention
  equipment and communication facilities

  
	
   

  	
   

  	
   

  
	
  “Group Company”

  	
   

  	
  a company that is a member of the same group as the
  Landlord or the Tenant (as the case may require) within the meaning of
  section 42 of the 1954 Act in the form of that section as it exists at the
  date of this Lease

  
	
   

  	
   

  	
   

  
	
  “Guarantor”

  	
   

  	
  any guarantors who enter into covenants with the
  Landlord pursuant to this Lease

  



 


5

















 


	
  “Insurance Rent”

  	
   

  	
  the amounts payable by the Tenant to the Landlord
  pursuant to clause 6.2

  
	
   

  	
   

  	
   

  
	
  “Landlord”

  	
   

  	
  includes where the context so admits the person from
  time to time entitled to the reversion immediately expectant on the
  determination of the Term

  
	
   

  	
   

  	
   

  
	
  “Landlord’s Estate”

  	
   

  	
  the Crabtree Office Village, Egham, Surrey as the
  same is registered at HM Land Registry under title number SY584153

  
	
   

  	
   

  	
   

  
	
  “Landlord’s Surveyor”

  	
   

  	
  any person or firm appointed by the Landlord to
  perform any of the functions of the surveyor under this Lease (including an
  employee of the Landlord or a company that is a Group Company of the Landlord
  and including also the person or firm appointed by the Landlord to collect
  the Rents)

  
	
   

  	
   

  	
   

  
	
  “Plan”

  	
   

  	
  the plan annexed and where there are more than one
  marked accordingly

  
	
   

  	
   

  	
   

  
	
  “Planning Acts”

  	
   

  	
  the 1987 UCO the Town and Country Planning Act 1990
  the Planning (Hazardous Substances) Act 1990 the Planning (Listed Buildings
  and Conservation Areas) Act 1990 the Planning (Consequential Provisions) Act
  1990 the Planning and Compensation Act 1991 the Planning and Compulsory
  Purchase Act 2004

  
	
   

  	
   

  	
   

  
	
  “Premises”

  	
   

  	
  includes:-

   

  (a)           all additions and improvements to the Premises

  



 


6

















 


	
   

  	
   

  	
  (b)           all the Landlord’s
  fixtures and fittings and all other fixtures of every kind which shall from
  time to time be in or upon the Premises (whether originally affixed or
  fastened to or upon the Premises or otherwise) except any trade fixtures
  installed by the Tenant which can be removed from the Premises without
  causing any damage to the Premises but for the avoidance of doubt no areas
  outside the boundaries of the walls floor and the ceiling are included in the
  Premises (without prejudice to any rights expressly granted to the Tenant
  under this Lease)

   

  (c)           the internal faces
  (including the plaster paint and other decorative finishes but not any other
  part) of the walls which enclose the Premises and of the walls within the
  Premises

   

  (d)           the screed and
  finish (but not any other part) of the floors within the Premises and all
  carpets therein

   

  (e)           the internal faces
  (including the tiles plaster paint and other decorative finishes but not any
  other part) of the ceilings of the Premises and all light fittings therein

   

  (f)            all windows window
  frames and all glass in the windows within the Premises

   

  (g)           all doors door
  furniture door frames and glass in such doors within the Premises

   

  (h)           all Conducting
  Media and Facilities but only to the extent that they are within and
  exclusively serve the Premises

  



 


7

















 


	
  “Regulations”

  	
   

  	
  the
  regulations set out in the schedule entitled “Regulations Schedule” or such
  other reasonable regulations and rules as shall be published from time to
  time in addition to or in substitution for those regulations but in the event
  of a conflict between the express terms of this Lease and the said
  regulations the terms of this Lease shall prevail

  
	
   

  	
   

  	
   

  
	
  “Rents”

  	
   

  	
  means the Rent the Insurance Rent the Service Charge

  
	
   

  	
   

  	
   

  
	
  “Retained
  Property”

  	
   

  	
  all
  parts of the Landlord’s Estate which are not from time to time Units
  including but not limited to:-

   

  (a)   the Common Parts and the Common Parts of the
  Building

   

  (b)   Conducting Media and Facilities within or
  serving the Landlord’s Estate except those within and exclusively serving a
  Unit

   

  (c)   the boundary walls and fences of the
  Landlord’s Estate

  
	
   

  	
   

  	
   

  
	
  “Rights”

  	
   

  	
  the
  rights granted to the Tenant set out in the schedule entitled “Rights
  Schedule”

  
	
   

  	
   

  	
   

  
	
  “Service Charge”

  	
   

  	
  the sums payable by the Tenant in accordance with
  the Service Charge Provisions

  
	
   

  	
   

  	
   

  
	
  “Service Charge Provisions”

  	
   

  	
  the provisions set out in the schedule entitled
  “Service Charge Schedule”

  
	
   

  	
   

  	
   

  
	
  “Specified Proportion”

  	
   

  	
  means a fair and reasonable proportion but subject
  as provided in the Service Charge Schedule

  



 


8

















 


	
  “Structural Parts”

  	
   

  	
  means all parts of the Building other than the
  Common Parts of the Building and the Premises.

  
	
   

  	
   

  	
   

  
	
  “Tenant”

  	
   

  	
  includes where the context so admits the Tenant’s
  successors in title

  
	
   

  	
   

  	
   

  
	
  “Term”

  	
   

  	
  means the Contractual Term

  
	
   

  	
   

  	
   

  
	
  “Terminating Event”

  	
   

  	
  any of the events specified in clause 7.2

  
	
   

  	
   

  	
   

  
	
  “Title
  Matters”

  	
   

  	
  the
  matters set out in the schedule entitled “Title Matters Schedule”

  
	
   

  	
   

  	
   

  
	
  “Unit”

  	
   

  	
  means an individual unit of accommodation that is
  let or otherwise exclusively occupied or designed or intended for letting or
  exclusive occupation otherwise than in connection with management of the
  Landlord’s Estate

  



 


2.2         Interpretation


 


In this Lease unless the context otherwise
requires the following rules of interpretation shall apply: -


 


2.2.1           the singular includes the plural and vice versa


 


2.2.2           any gender includes any other gender


 


2.2.3           references to the Particulars any recitals
clauses Schedules plans and paragraphs are to any in this Lease


 


2.2.4           references to persons or bodies includes
natural persons companies corporations unincorporated associations
organisations partnerships trusts governments states and foundations


 


2.2.5           the Particulars schedules plans and any
annexures form part of this Lease and are deemed to be incorporated in it


 


2.2.6           the headings are for convenience only and do
not affect the interpretation of this Lease


 


9

















 


2.2.7           references to a statutory provision include any
modification re-enactment continuation or extension to it and all subordinate
legislation from time to time in force


 


2.2.8           references to any property (whether or not
expressly defined) in this Lease include each and every part of it unless
otherwise specifically stated


 


2.2.9           all obligations and liabilities of a party to
this Lease are joint and several obligations and liabilities and (subject to
the restrictions set out in the 1995 Act) are deemed to be given on the part
also of their successors in title and assigns and where a party comprises more
than one person the release of one or more of them shall not release the others


 


2.2.10         references to this Lease include any documents
supplemental or ancillary to it including the Authorised Guarantee Agreement
(if any)


 


2.2.11         any reference to “the last year of the Term”
includes reference to the last year of the Term if the Term shall determine
otherwise than by effluxion of time and any reference to “the expiration of the
Term” includes reference to such other determination of the Term


 


2.2.12         all rights granted or reserved to and all
covenants and indemnities in favour of a Landlord are deemed (where
appropriate) to be reserved to the Landlord and all others lawfully authorised
by any of them from time to time


 


2.2.13         an obligation on a party not to do or omit to
do something includes an obligation not to allow something to be done or
omitted to be done by any person with its implied or express authority or under
its implied or express control


 


2.2.14         the term “parties” or “party” mean the Landlord
and/or the Tenant


 


2.2.15         where the consent or approval of the Landlord
is required-


 


(a)     it shall be in such form as the Landlord
requires


 


(b)    it shall be subject to any relevant provisions
set out in the Lease


 


10

















 


(c)     it is deemed to be required also of any
superior landlord or other persons whose consent may be required in the
circumstances from time to time and the Landlord shall be deemed to be acting
reasonably if it withholds its consent or makes it subject to conditions if the
consent of the superior landlord or other persons is refused or made subject to
any conditions provided reasonable steps are taken by the Landlord to obtain such
consent


 


2.2.16         references to obligations shall include all
covenants conditions stipulations provisos agreements provisions and other
matters contained or referred to in this Lease and references to failure to
comply with such obligations shall include any breach non-performance
non-observance or other default in relation to any of them


 


2.2.17         references to VAT are to Value Added Tax and
unless otherwise stated all references to rent and other sums payable in this
Lease are exclusive of VAT


 


3.      DEMISE


 


The Landlord demises to the Tenant the Premises
together with the Rights excepting and reserving to the Landlord the Exceptions
to hold the Premises to the Tenant for the Contractual Term subject to the
Title Matters yielding and paying to the Landlord without any deduction as
rent:-


 


3.1         the Rent payable by equal quarterly payments in
advance on the usual quarter days in every year and proportionately for any
period of less than a year (any necessary apportionment being made according to
the number of days in the period relative to 365 days) the first such payment
being a proportionate sum in respect of the period commencing on (and
including) the Rent Commencement Date to the day before the quarter day next
following the Rent Commencement Date to be made on the date of this Lease


 


3.2         within fourteen (14) days of written demand the
Insurance Rent and


 


3.3         the Service Charge on the dates and in the
manner set out in this Lease


 


4.      TENANT’S COVENANTS


 


The Tenant covenants with the Landlord: -


 


4.1         Rent


 


To pay the Rents on the days and in the manner set out
in this Lease and not to exercise or seek to exercise any right or claim to
withhold any of the Rents or any right or claim to equitable set-off other than
any required to be made in law and if so required in writing by the Landlord to
make such payments by banker’s order standing order or any other means for the
transmission of money to any bank and account in the United Kingdom that the
Landlord may from time to time nominate


 


11

















 


4.2         Outgoings and VAT


 


To pay and to indemnify the
Landlord against:


 


4.2.1           all rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall be charged
assessed or imposed upon the Premises or upon the owner or occupier of them
(but excluding any payable by the Landlord as a result of the receipt of the
Rents or of any disposition of or dealing with or the ownership of any interest
reversionary to the interest created by this Lease)


 


4.2.2           the proportion properly attributable to the
Premises of any such outgoings as are specified in the immediately preceding
sub-clause and which may be payable in respect of any property of which the
Premises form part such proportion to be fairly and properly determined by the
Landlord’s Surveyor on a basis which shall be disclosed to the Tenant in
writing upon written request and


 


4.2.3           VAT which is chargeable in respect of any payment made by the Tenant or any supply
made by the Landlord under any of the terms of or in connection with this Lease
subject to the Landlord providing a VAT invoice in respect of that supply


 


4.2.4           If the Landlord has an option whether or not to
charge VAT the Tenant irrevocably consents to the free exercise of that option
by the Landlord to the extent from time to time permitted by law


 


4.3         Interest on arrears


 


4.3.1           If the Tenant shall fail to pay the Rent sum
due to the Landlord under this Lease on the due date (whether formally demanded
or not) or any other sum within fourteen (14) days of written demand the Tenant
shall pay to the Landlord interest on the Rents or other sum from the date when
they were due to the date on which they are paid


 


12

















 


4.4         Electricity gas and other services
consumed


 


To pay to the suppliers and to indemnify the Landlord
against all charges for electricity gas and other services consumed or used at
or in relation to the Premises (including standing charges and meter rents)


 


4.5         Repair cleaning decorating dilapidations
etc


 


4.5.1           To repair the Premises and to keep the same in
tenantable repair and condition excepting damage caused by any risk against
which the Landlord has insured in accordance with its obligations under this
Lease (other than where payment of the insurance moneys is refused in whole or
in part by reason of any act or default of the Tenant or anyone at the Premises
expressly or by implication with the Tenant’s authority)


 


4.5.2           In the last year of the Term to redecorate the
interior of the Premises in a good and workmanlike manner and with appropriate
materials of a good and substantial quality to the reasonable satisfaction of
the Landlord’s Surveyor (any change in the tints colours and patterns of such
decoration to be first approved by the Landlord such approval not to be
unreasonably withheld or delayed)


 


4.5.3           To keep the Premises clean and tidy


 


4.6         Plant and machinery


 


4.6.1           To keep all plant machinery apparatus and
equipment in and exclusively serving the Premises in good working order and
condition and for that purpose:


 


(a)     to enter into and at all times to keep on foot
and observe the obligations of the Tenant under contracts with reputable
contractors (such contractors to be first approved in writing by the Landlord
such approval not to be unreasonably withheld or delayed) for the periodic and
regular inspection servicing and maintenance of the said plant machinery
apparatus and equipment


 


(b)    to produce to the Landlord on demand from time
to time such contracts as are then current


 


(c)     to renew or replace from time to time such of
the plant machinery apparatus and equipment in the Premises which in the
opinion of the Landlord’s Surveyor


 


13

















 


may be or become at any time
during or at the expiration of the Term in need of such renewal or replacement
with new plant machinery apparatus and equipment (as the case may be) of a
substantially similar kind and quality


 


(d)    to ensure that such plant machinery apparatus
and equipment is properly operated maintained and serviced


 


4.6.2           Not to install keep or use in or upon the
Premises any machinery equipment or apparatus whose use is likely to cause or
in fact causes:-


 


(a)     damage to the Premises or


 


(b)    noise or vibration which can be heard or felt
outside the Premises or which is likely to annoy or disturb the owners and/or
occupiers of any property adjoining or near to the Premises


 


and to ensure (by directions to staff and otherwise)
that all machinery equipment and apparatus in or upon the Premises is properly
operated so as to minimise noise and vibration


 


4.6.3           Not to bring on to or keep or maintain in or on
the Premises any article or thing which is or might become dangerous offensive
combustible inflammable radioactive or explosive unless the prior written
consent of the Landlord shall first have been obtained


 


4.6.4           Not to discharge into any of the Conducting
Media serving the Premises:


 


(a)     any oil or grease or any noxious objectionable
dangerous deleterious poisonous or explosive matter or substance


 


(b)    any matter or substance of a kind likely to (or
which does in fact) contaminate or pollute the water of any stream or river


 


4.6.5           To take all reasonable measures to ensure that
any matter or substance discharged into any of the Conducting Media serving the
Premises will not be corrosive or otherwise harmful to or cause any obstruction
or deposit in the Conducting Media or the drainage system


 


14

















 


4.6.6           Without prejudice to any other provision of this
Lease to comply with the provisions of all statutes from time to time in force
relating to atmospheric or other forms of pollution


 


4.7         Access of Landlord and notice to
repair


 


To permit the Landlord with or without
materials and appliances to enter and remain upon the Premises in order to
exercise the Exceptions PROVIDED THAT the Landlord exercising any right of
entry granted or reserved under this Lease must:-


 


4.7.1           give reasonable prior notice to the Tenant (save in the case of
emergency);


 


4.7.2           exercise the right in a manner which causes as little damage and
inconvenience as is practicable in the circumstances and with as little
interruption or interference with the Tenant’s business as is reasonably
practicable and


 


4.7.3           make good any physical damage thereby caused as soon as is reasonably
practicable to the Tenant’s reasonable satisfaction


 


4.8         Immediately
to repair cleanse maintain and paint the Premises or otherwise make good and
remedy any breaches of the covenants on the part of the Tenant in this Lease
specified in a notice served by the Landlord on the Tenant and if the Tenant
shall fail to comply with such notice the Landlord shall have the right (but
shall not be obliged) to enter the Premises and carry out or procure that there
shall be carried out all or any of the works referred to in such notice and all
related costs and expenses shall be paid by the Tenant to the Landlord on
demand and in default of payment shall be recoverable by the Landlord as rent
in arrears


 


4.9         Waste
and alterations


 


4.9.1           Not to unite the Premises with any adjoining
premises nor make any alteration or addition to the Premises save for internal
non-structural alterations as permitted by the following provisions of this
clause


 


4.9.2           Not to make any internal non-structural
alterations to the Building without:


 


(a)     obtaining and complying with all necessary
consents of any competent authority and paying all charges of any such
authority in respect of such consents


 


15

















 


(b)    making an application to the Landlord supported
by drawings and where appropriate a specification


 


(c)     entering into such covenants as the Landlord
may reasonably require as to the execution and reinstatement of the alterations


 


(d)    the prior consent of the Landlord (such consent
not to be unreasonably withheld or delayed)


 


4.9.3           At the expiration of the Term if so requested
by the Landlord (acting reasonably) to remove any additions alterations or
improvements made to the Premises during the Term and to make good any part or
parts of the Premises which may be damaged by such removal to the Landlord’s
reasonable satisfaction


 


4.9.4           Not to make any alteration addition or
connection with any Conducting Media that serve the Premises otherwise than in
accordance with plans and specifications first approved by the Landlord (such
approval not to be unreasonably withheld or delayed subject to consent to make
such connection having previously been obtained from the relevant statutory
authority or undertaker)


 


4.10      Aerials signs and advertisements


 


At all times to display and maintain a suitable sign
showing the Tenant’s trading name of a size and kind and location  approved by the Landlord but otherwise not to
affix to or exhibit in on or from the Premises so as to be visible from outside
the Premises any aerial placard sign notice fascia board or advertisement
except any sign permitted by virtue of any consent given by the Landlord
pursuant to a covenant in this Lease


 


4.11      Alienation


 


4.11.1         Not by assignment underletting or otherwise nor
by any means whereby the Premises may be held on trust to permit the Premises
or any part of them to be occupied by or in any way vested in any person firm
corporation or other body or entity which is or may become entitled to claim
immunity or exemption in relation to compliance with any obligations in this
Lease whether by reason of diplomatic or sovereign immunity or otherwise
howsoever nor by any means whatsoever to permit the Premises or any part of
them to be held on trust for or by any person body or corporation


 


16

















 


4.11.2         Not to assign or charge part only (as distinct
from the whole) of the Premises nor except as permitted under this clause 4.11
to assign the whole of the Premises


 


4.11.3         Not to assign the whole of the Premises
unless:-


 


(a)     the intended assignee shall have first
covenanted with the Landlord to pay the Rents and comply with the obligations
on the part of the Tenant in this Lease


 


(b)    such persons as the Landlord shall approve
shall have given a covenant in favour of the Landlord in such form as the Landlord
may require (if the Landlord shall so require)


 


(c)     the Tenant shall have first entered into the
Authorised Guarantee Agreement (if the Landlord shall require)


 


4.11.4         If the Tenant shall desire to assign the whole
of the Premises and:-


 


(a)     shall provide the Landlord with such
information about and references as to the status of the intended assignee as
it shall reasonably require


 


(b)    at the date such consent is requested none of
the Rents are in arrears


 


then the Tenant may (subject to compliance with
this clause 4.11) assign the whole of the Premises with the prior written
consent of the Landlord


 


4.11.5         Not to underlet the whole of the Premises


 


(a)     without procuring that the underlessee has
first entered into direct covenants under seal with the Landlord in the
following terms:-


 


(i)           not to assign or charge any part or parts (as
distinct from the whole) of the Premises so underlet


 


(ii)          not to part with or share possession or
occupation of the whole or any part of the Premises so underlet otherwise than
by way of an assignment of the whole


 


17

















 


(iii)         not to assign or charge the whole of the
premises to be underlet to it otherwise than with the prior written consent of
the Landlord such consent not to be unreasonably withheld


 


(iv)         to comply with the obligations on the part of
the Tenant in this Lease (so far as the same are applicable to the premises to
be sub-demised)


 


(v)          to comply with the obligations on its part in
the underlease to be granted to it


 


(b)    otherwise than by means of an underlease the
form of which shall first have been approved by the Landlord and without the
Landlord being satisfied that if completed such underlease would comply with
the terms of this clause and which:-


 


(i)           is for a term first approved by the Landlord


 


(ii)          provides for the rent reserved by the
underlease to be payable in advance on the days on which the Rent is payable
under this Lease


 


(iii)         incorporates such provisions as are necessary
to ensure that such underlease is in all respects consistent with the
provisions of this Lease


 


(iv)         does not contain any matter which would
contravene or if entered into would be likely to give rise to a contravention
of any matter in this Lease


 


(v)          is on terms that the permitted underlease shall
by notice from the Tenant as required by section 38A
(3)(a) of the 1954 Act (as amended by the 2003 RRO) and by a declaration from
the underlessee and any guarantor satisfying the requirements of Schedule 2 of
the 2003 RRO be excluded from the provisions of sections 24 to 28 of the 1954 Act


 


(c)     for a fine or premium and at a rent which is
less than the then open market rental value of the Premises


 


(d)    subject to
compliance with the foregoing) without the prior written consent of the Landlord
such consent not to be unreasonably withheld


 


4.11.6         Not to underlet any part only of the Premises
(as distinct from the whole of them)


 


18

















 


4.11.7         In relation to every permitted underletting:-


 


(a)     not at any time either expressly or by
implication to waive any non-compliance with any of the obligations in any
underlease subordinate to this Lease


 


(b)    not without the prior approval of the Landlord
to vary the terms of or accept a surrender of any underlease


 


(c)     to enforce the obligations made in favour of
the Tenant by any underlessee whether in a lease or otherwise


 


(d)    to procure that the rent reserved by any
underlease shall not be commuted or payable more than one quarter in advance


 


provided that the Landlord’s approval specified in
this sub-clause shall not be unreasonably withheld


 


4.11.8


 


(a)     not (otherwise than by an assignment or
underletting permitted by this Lease) to part with or share possession or
occupation of the whole or any part of the Premises provided that the Tenant
may share occupation of the Premises or any part of them with any Group Company


 


(b)    The conditions referred to in the proviso to
the immediately preceding sub-clause are:


 


(i)           that before any Group Company takes occupation
the Tenant shall first give details to the Landlord of the identity of the
Group Company and of its relationship to the Tenant


 


(ii)          that no such Group Company shall at any time
have or enjoy exclusive possession or occupation of the Premises or any part of
them or have or acquire any interest or right in or in respect of the Premises


 


(iii)         that this permission for any Group Company to
occupy in accordance with this sub-clause shall cease immediately upon such
Group Company ceasing to be a Group Company and the Tenant shall immediately
procure that the Group Company shall vacate the Premises


 


19

















 


4.12      Registration


 


Within 28 days of any assignment charge or of any
other transmission or devolution affecting the Tenant’s interest in the
Premises to supply particulars of it to the Landlord’s solicitor and to produce
for registration with the Landlord’s solicitor the relevant deed or document
(if any) or a certified copy of it and to pay the Landlord’s solicitor’s
reasonable charges for noting such particulars and/or registering such deed or
document of £30.00 (thirty pounds)


 


4.13      Statutory Obligations


 


4.13.1         At the Tenant’s own expense to execute all
works and provide and maintain all arrangements upon or in respect of the
Premises that are required in order to comply with the requirements of any
statute (already or in the future to be passed) or of any government department
local authority other public or competent authority or court of competent
jurisdiction unless such requirements are imposed directly upon the Landlord.


 


4.13.2         Not to do in or near the Premises any act or
thing by reason of which the Landlord may under any statute incur have imposed
upon it or become liable to pay any penalty damages compensation costs charges
or expenses


 


4.13.3         Without prejudice to the generality of the
above to comply in all respects with the provisions of any statutes and any
other obligations imposed by law applicable to the Premises or the carrying on
of the Tenant’s trade or business for the time being carried on at the Premises


 


4.13.4         At all times to display and maintain on the
Premises all notices which the Landlord may from time to time reasonably
require to be displayed in relation to any duty towards third parties imposed
on the Landlord by statute or at common law


 


4.13.5         At the end or sooner determination of the Term,
if so requested in writing by the Landlord, to deliver to the Landlord all
records assessments plans surveys and related correspondence it has been
required to maintain or has maintained under any statute specifically relating
to the Premises


 


20

















 


4.14      Statutory notices etc


 


To give full particulars to the Landlord of any notice
direction order or proposal for the same affecting the Premises made given or
issued to the Tenant by any local or public authority within a reasonable
period of time and if so required by the Landlord to produce it to the Landlord
and without delay to take all necessary steps to comply with any such notice
direction or order and at the request and cost of the Landlord (save that where
such notice arises as a consequence of a breach by the Tenant of any of the
covenants on its part set out in the Lease in which case at the cost of the
Tenant) to make or join with the Landlord in making such objection or
representation against or in respect of any such notice direction order or
proposal as the Landlord shall deem expedient


 


4.15      The Planning Acts


 


4.15.1         Without prejudice to the generality of the
Tenant’s other obligations in this Lease to comply with statutes not to commit
any breach of planning control (such term to be construed as it is used in the
Planning Acts) and to comply with the provisions and requirements of the Planning
Acts that affect the Premises whether as to their use or otherwise and to
indemnify and keep the Landlord indemnified against all liability whatsoever
including costs and expenses in respect of any contravention of the Planning
Acts


 


4.15.2         At the expense of the Tenant to obtain all such
planning permissions and to serve all such notices as may be required for the
carrying out or commencement of any operations or user on the Premises which
may constitute Development provided that no application for planning permission
shall be made without the previous consent of the Landlord (such consent not to
be unreasonably withheld or delayed in the case where


 


(a)     the application for the implementation of such
planning permission will not create or give rise to any tax or other fiscal
liability on the Landlord and


 


(b)    all other necessary consents and approvals of
the Landlord to the Development in question have been obtained under any other
provision of this Lease)


 


4.15.3         Subject only to any statutory direction to the
contrary to pay and satisfy any charge or levy that may from time to time be
imposed under the Planning Acts in respect of the carrying out or maintenance
of any operations or the commencement or continuance of any user under this
Lease


 


21

















 


4.15.4         Notwithstanding any consent which may be
granted by the Landlord under this Lease not to carry out or make any
alteration or addition to the Premises or any change of use until:


 


(a)     all necessary notices under the Planning Acts
have been served and copies produced to the Landlord


 


(b)    all necessary planning permissions under the
Planning Acts have been obtained and produced to the Landlord and


 


(c)     the Landlord has acknowledged that every
necessary planning permission is acceptable to it the Landlord being only
entitled to refuse to acknowledge its acceptance of a planning permission on
the grounds that any condition contained in it or anything omitted from it or
the period referred to in it would in the reasonable opinion of the Landlord’s
Surveyor be (or be likely to be) prejudicial to the Landlord’s interest in the
Premises whether during or following the expiration of the Term (but such
acknowledgement shall otherwise not be unreasonably withheld or delayed)


 


4.15.5         Unless the Landlord shall otherwise direct to
carry out and complete before the expiration of the Contractual Term:


 


(a)     any works stipulated to be carried out to the
Premises by a date subsequent to such expiration as a condition of any planning
permission granted for any Development begun upon the Premises before the
expiration of the Contractual Term and


 


(b)    any Development begun upon the Premises before
the expiration of the Contractual Term


 


4.15.6         In any case where a planning permission is granted
subject to conditions and the Landlord reasonably so requires to provide
security in a form acceptable to the Landlord for the compliance with such
conditions and not to implement any such planning permission until such
security has been provided


 


22

















 


4.16      Defective Premises etc


 


To give written notice to the Landlord, where the
Tenant becomes aware of the same, of any defect in the Premises which might
give rise to an obligation on the Landlord to do or refrain from doing any act
or thing in order to comply with the duty of care imposed on the Landlord
pursuant to the Defective Premises Act 1972 or otherwise


 


4.17      Indemnities


 


Subject to the availability of insurance towards which the Tenant has
made a contribution to be responsible for and to keep the Landlord fully
indemnified against all damage damages losses costs expenses actions demands
proceedings claims and liabilities made against or suffered or incurred by the
Landlord arising directly or indirectly out of any failure by the Tenant to
comply with its obligations in this Lease


 


4.18      Landlord’s costs


 


To pay to the Landlord all reasonable costs fees
charges disbursements and expenses properly incurred by the Landlord (including
without limitation any such payable to counsel solicitors surveyors and
bailiffs or any mortgagee of the Premises which are reasonably incurred and
properly payable by the Landlord) in relation to:


 


4.18.1         every application made by the Tenant for a
consent or licence required by the provisions of this Lease whether such
consent or licence is granted or refused or proffered subject to any
qualification or condition or the application is withdrawn but not where such
consent is unreasonably withheld or delayed


 


4.18.2         the preparation and service of a notice under
section 146 of the 1925 LPA or incurred by or in contemplation of proceedings
under sections 146 or 147 of the 1925 LPA notwithstanding that forfeiture is
avoided otherwise than by relief granted by the court


 


4.18.3         the recovery or attempted recovery of arrears
of any Rents or other sums due from the Tenant and


 


4.18.4         any steps taken in contemplation of or in connection with the
preparation and service of a schedule of dilapidations during or after the
expiration of the Term


 


23

















 


4.19      Reletting boards


 


To permit the Landlord at any reasonable time during
the last three months of the Contractual Term to enter upon the Premises and
affix and retain upon the Premises a notice for reletting the Premises and
during such period to permit persons with the written authority of the Landlord
or its agent at reasonable times to view the Premises but only on the terms set
in clause 4.7.


 


4.20      Encroachments


 


4.20.1         Not to stop up darken or obstruct any windows
or light belonging to the Building


 


4.20.2         To take all reasonable steps to prevent any new
window light opening doorway path passage pipe or other encroachment or
easement being made or acquired in against out of or upon the Premises and to
notify the Landlord immediately if any such encroachment or easement shall to
the Tenant’s knowledge be made or acquired (or attempted to be made or
acquired) and at the request of the Landlord to adopt such means as shall
reasonably be required to prevent such encroachment or the acquisition of any
such easement


 


4.21      Yield up


 


At the expiration of the Term:


 


4.21.1         quietly to yield up the Premises to the Landlord in the state of repair
and condition required by this Lease PROVIDED THAT the Tenant shall not be
obliged at the end of the Term to replace the carpets within the Premises
unless they are damaged beyond economic repair; and


 


4.21.2         to give up all keys of the Premises to the Landlord


 


4.22      Keyholders


 


To ensure that at all times the Landlord has written
notice of the name home address and home telephone number of at least two
persons who hold the keys of the Premises


 


4.23      Sale of reversion etc


 


To permit upon reasonable notice at any time during
the Term prospective purchasers of or agents instructed in connection with the
sale of the Landlord’s reversion or of any other


 


24

















 


interest superior to the Term to view the Premises
without interruption provided they are authorised in writing by the Landlord or
(in the case of prospective purchasers) by the agents but only on the terms set
in clause 4.7.


 


4.24      Nuisance etc and residential
restrictions


 


Not to do or allow to remain upon the Premises
anything which may be or become or cause a nuisance annoyance disturbance
inconvenience injury or damage to the Landlord or its tenants or the owners or
occupiers of adjacent or neighbouring premises


 


4.25       Use


 


4.25.1         Not to use the Premises otherwise than for the
Permitted Use


 


4.25.2         Not to leave the Premises continuously
unoccupied for more than one month


 


4.26      Prohibited Users


 


4.26.1         Not to use the Premises or any part of them for
any public meeting public exhibition or public entertainment nor for any
noxious noisy or offensive trade business manufacture or occupation whatsoever
nor for any illegal or immoral purpose nor for residential or sleeping purposes


 


4.26.2         Not to use the Premises or any part of them for
any gambling gaming or betting or as a betting office or as a club or for the
sale of beer wines spirits and not to hold any auction on the Premises


 


4.27      Adjoining Property


 


To permit the Landlord and the lessees or occupiers of
any adjoining property belonging to the Landlord (including but not limited to
the Retained Property) if authorised in writing by the Landlord with or without
servants agents contractors licensees and workmen at all reasonable times to
enter upon the Premises with all necessary appliances:-


 


4.27.1         To execute repairs alterations painting
redecorations or other works such adjoining property which cannot otherwise be
conveniently effected


 


4.27.2         For the purpose of constructing connecting into
repairing cleansing emptying or maintaining any sewers watercourses drains
gutters waterpipes electric wires or gas


 


25

















 


pipes
in or under the Premises in connection with or for the accommodation of such
adjoining property


 


And for all reasonable purposes in connection with the
Development of adjoining sites belonging to the Landlord but only on the terms
set in clause 4.7.


 


4.28      New Guarantor


 


If at any time during the Term there occurs in
relation to any Guarantor (or where the Guarantor comprises more than one
person in relation to any such persons) a Terminating Event:


 


4.28.1         immediately to give notice in writing to the
Landlord of the Terminating Event


 


4.28.2         upon request from the Landlord at any time after the Terminating Event
(but not more than three calendar months after the giving of the notice in
accordance with clause 4.28.1 to procure at the Tenant’s expense within
twenty-eight days after being requested by the Landlord that some other person
acceptable to the Landlord (such acceptance not to be unreasonably withheld or
delayed) enters into direct covenants with the Landlord in the form of the
Guarantor’s covenants as at the date of the Terminating Event


 


4.29      Landlord’s Exceptions


 


To permit the Landlord at all times during the Term to
exercise without interruption or interference the Exceptions


 


4.30      To comply with Title Matters


 


To comply with all obligations contained or referred
to in the Title Matters insofar as they relate to the Premises or the Rights


 


5.      LANDLORD’S COVENANTS


 


The Landlord covenants with the Tenant as follows: -


 


5.1         Quiet enjoyment


 


The Tenant shall and may peaceably and quietly hold
and enjoy the Premises without any interruption or disturbance from or by the
Landlord or any person claiming under or in trust for the Landlord


 


26

















 


5.2         Services


 


5.2.1           The Landlord shall provide those services and supplies and carry out
the functions referred to in the Service Charge Provisions -


 


5.2.2           The Landlord will have no liability to the Tenant for any failure to
provide a Service due to damage breakdown inclement weather shortage of fuel or
water or any other cause beyond the Landlord’s reasonable control (although the
Landlord will then take all reasonable steps to restore such Service or provide
an alternative Service as soon as reasonably practicable)


 


6.      INSURANCE


 


6.1         Landlord’s
Covenant to insure and reinstate etc


 


6.1.1           The Landlord covenants with the Tenant to insure the Premises in such
substantial and reputable insurance office or with such underwriters and
through such agency as the Landlord may from time to time decide for the
following sums namely


 


(a)     an
amount equal to such sum as the Landlord shall at reasonable determine to be
the full cost of rebuilding and reinstating the Premises in the event of its
total destruction including architects’ surveyors’ and other professional fees
payable upon any application for planning permission or other permit or consent
that may be required in relation to such rebuilding or reinstatement including
the cost of debris removal demolition site clearance and any works that may be
required by statute and incidental expenses and a provision (if the Landlord so
elects) for escalation of such costs between destruction and reinstatement or
during an insurance year and


 


(b)    the
loss of Rent payable under this Lease from time to time (having regard to any
review of Rent which may become due under this Lease) for a period of three
years or such longer period as the Landlord may from time to time consider to
be sufficient for the purpose of rebuilding and reinstating the Premises in the
event of its total destruction against damage or destruction by fire lightning
explosion aircraft (including articles dropped from aircraft) riot civil
commotion malicious persons earthquake storm tempest flood bursting and
overflowing of water pipes tanks and other apparatus and impact by road 


 


27

















 


vehicles (to the extent that such insurance
may ordinarily be arranged for properties such as the Premises with an insurer
of repute) and/or against damage or destruction by such other risks as the
Landlord may from time to time in its absolute discretion consider appropriate
but subject (in every such case) to such excesses exclusions or limitations as
the insurers may require


 


6.1.2           If and whenever during the Term:


 


(a)     the
Premises or any part of them are damaged or destroyed by any risk against which
the Landlord has insured in accordance with this Lease and


 


(b)    payment
of the insurance moneys is not refused in whole or in part by reason of any act
or default of the Tenant of anyone at the Premises expressly or by implication
with the Tenant’s authority the Landlord shall use all reasonable endeavours to
obtain all planning permissions and other permits and consents that may be
required (if any) under the Planning Acts or other statutes to enable the
Landlord to rebuild or reinstate (“Reinstatement Permissions”)


 


6.1.3           Subject to the Landlord obtaining all necessary Reinstatement
Permissions and subject to the provisions of the next following sub-clause the Landlord
shall as soon as the Reinstatement Permissions have been obtained or
immediately where no Reinstatement Permissions are required apply all moneys
received (otherwise than in respect of loss of the Rent) in rebuilding or
reinstating the Premises or part of them so damaged or destroyed


 


6.1.4           The Landlord shall not be liable to rebuild or reinstate the Premises
if and for so long as such rebuilding or reinstating is prevented by any
Supervening Events and for the purposes of this clause the expression
“Supervening Events” means any one or more of the following namely:


 


(a)     that
the Landlord has failed despite using its reasonable endeavours to obtain the
Reinstatement Permission


 


(b)    that
any of the Reinstatement Permissions has been granted subject to a lawful
condition with which in all the circumstances it would be unreasonable to
expect the Landlord to comply


 


28

















 


(c)     that
some defect or deficiency in the site upon which the rebuilding or reinstatement
is to take place would mean that the same could be undertaken only at a cost
that would be unreasonable in all the circumstances


 


(d)    the
rebuilding or reinstatement is prevented by war Act of God or Government action
or


 


6.1.5           If upon the expiry of a period of 3 (three) years commencing upon the
date of the damage or destruction the Premises have not been rebuilt or
reinstated so as to be fit for occupation and/or the Landlord shall not have
obtained all necessary Reinstatement Permissions to enable the Landlord to
rebuild or reinstate the Premises either party may by notice served at any time
within six months of the expiry of such period invoke the provisions of the
next following sub-clause


 


6.1.6           Upon service of a notice in accordance with the immediately preceding
sub-clause


 


(a)     the
Term shall immediately cease but without prejudice to any rights or remedies
which may have accrued to either party against the other or which may have
accrued to the Landlord against any Guarantor


 


(b)    all
moneys received in respect of the insurance effected by the Landlord pursuant
to this clause shall belong to the Landlord


 


6.1.7           to produce to the Tenant on demand evidence of the terms of the policy
and of the fact that the last premium has been paid


 


6.1.8           to procure that the interest of the Tenant is noted or endorsed on the
policy


 


6.2         Tenant’s
Insurance Covenants


 


The Tenant covenants with the Landlord: -


 


6.2.1           to pay to the Landlord without deduction a fair proportion determined
by the Landlord of the sums which shall from time to time be paid or payable by
the Landlord for:


 


(a)     insuring
the Premises


 


(b)    insuring
in such amount and on such terms as the Landlord shall reasonably consider
appropriate against all liability of the Landlord to third parties arising out
of or in connection with any matter involving or relating to the Premises and
so that:


 


29

















 


(c)     the
first payment or payments under this clause shall be made on the date of this
Lease in respect of the period from and including the date of this Lease to and
including the day before the next policy renewal date or dates (any necessary
apportionment being made according to the number of days in that period
relative to the number of days in the period covered by the relevant policy)
and


 


(d)    subsequent
payments under this clause shall be made within fourteen (14) days of written
demand of the annual policy renewal date and (if so demanded) in advance of the
relevant policy renewal dates provided that in calculating the amounts payable
by the Landlord by way of premium as referred to above no deduction shall be
made in respect of any agency or other commission paid or allowed to the
Landlord


 


6.2.2           to comply with all the requirements and reasonable recommendations of
the Landlord’s insurers


 


6.2.3           not to do or omit anything that could cause any policy of insurance on
or in relation to the Premises or any part of it to become void or voidable
wholly or in part nor anything by which any increased premium may become payable
for any such insurance


 


6.2.4           to keep the Premises supplied with such fire fighting equipment as the
insurers or the fire authority may require or as the Landlord may reasonably
require and to maintain such equipment to their satisfaction and in efficient
working order and at least once in every twelve (12) months to cause any
sprinkler system and other fire fighting equipment to be inspected by a
competent person


 


6.2.5           not to store or bring on to the Premises any article substance or
liquid of a combustible inflammable or explosive nature and to comply with the
requirements and recommendations of the fire authority and the reasonable
requirements of the Landlord as to fire precautions relating to the Premises


 


30

















 


6.2.6           not to obstruct the access to any fire fighting equipment or the means
of escape from the Premises nor to lock any fire door while the Premises are
occupied


 


6.2.7           to give notice to the Landlord promptly upon the Tenant becoming aware
of the happening of any event which might affect any insurance policy on or
relating to the Premises or upon the happening of any event against which the
Landlord may have insured under this Lease.


 


6.2.8           if and whenever during the Term the Premises or any part of them are
damaged or destroyed by any risk against which the Landlord has insured in
accordance with this clause and payment of the insurance moneys is refused in
whole or in part by reason of any act or default of the Tenant acting in breach
of the terms of this Lease then immediately in every such case (at the option
of the Landlord) either:


 


(a)     to rebuild and reinstate at its own expense the Premises or the part
destroyed or damaged to the reasonable satisfaction and under the supervision
of the Landlord’s Surveyor the Tenant being allowed towards the expenses of so
doing upon such rebuilding and reinstatement being completed the amount (if
any) actually received in respect of such destruction or damage under the
Landlord’s policy of insurance or


 


(b)    to pay to the Landlord on demand the amount of the insurance moneys
in respect of which payment is refused


 


6.3         Suspension
of Rent


 


6.3.1           If and whenever during the Term the Premises or any part of them are
damaged or destroyed by any risk against which the Landlord is obliged to
insure under the provisions of this Lease so that the Premises are unfit for
occupation and use and payment of the insurance moneys is not refused in whole
or in part by reason of any act or default of the Tenant or anyone at the
Premises expressly or by implication with the Tenant’s authority:-


 


(a)     then the Rent or a fair proportion of the Rent according to the
nature and the extent of the damage sustained shall cease to be payable until
the expiry of a period calculated from the occurrence of the destruction or
damage equal to the period for which the Landlord has insured against loss of
the Rent or (if sooner) 


 


31

















 


until the Premises or the affected part shall have been rebuilt or
reinstated so that the Premises or the affected part are again made fit for
occupation or use (any dispute as to such proportion or the period during which
the Rent shall cease to be payable to be determined in accordance with the
Arbitration Act 1996 by an arbitrator to be appointed either by agreement
between the parties or in default of agreement by the President for the time
being of the Royal Institution of Chartered Surveyors upon the application of
either party)


 


(b)    the date (if any) upon which the Premises are re-let


 


7.      PROVISOS


 


7.1         Re-entry


 


7.1.1           If and whenever during the Term: -


 


(a)     the
Rents are outstanding for twenty one (21) 
days after becoming due (in the case of the Rent whether formally
demanded or not) or


 


(b)    there
is a breach by the Tenant of any of the respective obligations on their parts
in this Lease or


 


(c)     there
occurs in relation to the Tenant (or where they comprise more than one person
in relation to any of such persons) a Terminating Event or


 


(d)    the
Tenant ceases to carry on its business


 


then and in any such case the Landlord may
re-enter the Premises (or any part of them in the name of the whole) at any
time (even if any previous right of re-entry has been waived) and upon such
re-entry the Term shall absolutely cease but without prejudice to any rights or
remedies which may have accrued to either party against the other (including
where applicable and without limitation any right which the Landlord may have
against the Tenant in respect of the breach giving rise to the re-entry)


 


7.2         Terminating
Events


 


(a)     In
relation to an individual (whether or not a member of a Company)


 


32

















 


(i)           the making of an application for the appointment of an interim receiver
in respect of the individual’s property under section 286 of the 1986 Act


 


(ii)          the making of a bankruptcy order in respect of the individual


 


(iii)         the making of an application for an interim order under section 253 of
the 1986 Act in respect of the individual


 


(iv)         the appointment of any person by the Court to prepare a report under
section 273 of the 1986 Act in respect of the individual


 


(v)          a receiver being appointed under the Mental Health Act 1983 or the
individual otherwise becoming incapable of managing his affairs


 


(vi)         the individual dying


 


(b)    in
relation to a Company:


 


(i)           the making of an administration order in respect of the Company or the
presentation of a petition or an application for such an order


 


(ii)          the appointing of an administrator other than by a court or any other
formal step being taken with a view to appointing an administrator in respect
of the Company


 


(iii)         any person becoming entitled to exercise in relation to the Company the
powers conferred on an administrative receiver


 


(iv)         an order being made or a resolution passed to wind up the Company


 


(v)          a provisional liquidator being appointed in respect of the Company


 


(vi)         the making of a proposal for a voluntary arrangement in respect of the
Company


 


(c)     in
relation to any person (whether an individual or a Company):


 


(i)           the appointment of a receiver in respect of any of the person’s assets


 


(ii)          the person being deemed for the purposes of any law or otherwise to be
unable to pay its debts when they become due or to be insolvent including (but
without limitation) in any of the circumstances specified in the 1986 Act or
pursuant to any analogous insolvency procedure in any jurisdiction


 


33

















 


7.3         Exclusion
of use warranty


 


Nothing
in this Lease or in any consent granted by the Landlord under this Lease shall
imply or warrant that the Premises may lawfully be used under the Planning Acts
for the Permitted User or for any other purposes


 


7.4         Licences
etc under hand


 


Whilst
the Landlord is a limited company or other corporation all licences consents
approvals and notices required to be given by the Landlord shall be
sufficiently given if given under the hand of a director the secretary or other
duly authorised officer of the Landlord or of the Landlord’s Surveyor on behalf
of the Landlord


 


7.5         Tenant’s
Property


 


If after the Tenant has vacated the Premises on the expiry of the Term
any property of the Tenant remains in or on the Premises and the Tenant fails
to remove it within seven days after being requested in writing by the Landlord
to do so or if after using its best endeavours the Landlord is unable to make
such a request to the Tenant within fourteen days from the first attempt so
made by the Landlord:


 


7.5.1           the Landlord may as the agent of the Tenant sell such property and
account to any third party from such proceeds of sale for any costs expenses
and VAT incurred directly or indirectly in connection with such sale and the
Tenant shall indemnify the Landlord against any liability incurred by it to any
third party whose property shall have been sold by the Landlord in the mistaken
belief held in good faith (which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant


 


7.5.2           if the Landlord having made reasonable efforts is unable to locate the
Tenant the Landlord shall be entitled to retain such proceeds of sale (or such
net proceeds of sale as the case may be) absolutely unless the Tenant shall
claim them within six months of the date upon which the Tenant vacated the
Premises and


 


34

















 


7.5.3           the Tenant shall indemnify the Landlord against any damage
occasioned to the Premises and any actions claims proceedings costs expenses
and demands made against the Landlord caused by or related to the presence of
the property in or on the Premises


 


7.6         Compensation
on vacating


 


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


 


7.7         Service
of notices


 


Any
notice or document required or authorised by this Lease shall be deemed to have
been delivered at the times set out in clause 7.7.1 and shall be validly served
if it is in writing and includes the address and any other details provided in
accordance with clause 7.7.2


 


7.7.1           Delivery shall be deemed to have occurred notwithstanding it being
returned undelivered or proof of actual delivery time if the notice or document
is despatched or posted as follows: -


 


(a)     if
by personal delivery then at the time of delivery unless delivered after 4.00
pm when it shall be deemed to have been received at 9.00 am on the following
working day or


 


(b)    if
by pre-paid first class post or recorded delivery then at 9.00 am on the
following working day after such posting unless posted after 5pm in which case
it shall be deemed to have been received on the second working day after
posting or


 


(c)     if
by facsimile transmission then one hour after the time of despatch as stated in
the transmission report unless despatched after 4.00 pm when it shall be deemed
to have been received at 9.00 am on the following working day or


 


(d)    if
by document exchange then at 9.00 am on the following working day after such
posting


 


7.7.2           A notice or document must be addressed and despatched or posted to the
address of the party as set out in the Particulars or such other address in
England and Wales as may be notified in writing by a party to the other


 


35

















 


7.7.3           The parties undertake to maintain at all times an address for service
in England and Wales and to notify the other in advance of any change to such
address


 


7.7.4           This clause does not apply to notices served relating to any court
proceedings


 


7.7.5           A notice given under this Lease shall not be validly served if sent by
e-mail


 


8.      LANDLORD AND TENANT ACT 1954


 


8.1         The parties declare that this Lease is entered
into pursuant to an agreement for lease


 


8.2         The parties agree that the provisions of
sections 24 to 28 of the 1954 Act shall be excluded in relation to the tenancy
created by this Lease


 


8.3         The Landlord has served notice on the Tenant as
required by section 38A (3)(a) of the 1954 Act


 


8.4         The Tenant have each made a declaration that
satisfies the requirements of Schedule 2 to the 2003 RRO


 


8.5         The Tenant declare
that where their declarations were made by an authorised person such person was
duly authorised by the Tenant to do so on their behalf


 


9.      LANDLORD
AND TENANT (COVENANTS) ACT 1995


 


This Lease is a new tenancy for the purposes of the
1995 Act


 


10.    CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999


 


This Lease does not create confer or purport to
confer any benefit or right enforceable by any person not a party to it except
that a person who is a permitted successor
to or assignee of the rights of a party to this Lease is deemed to be a party
to this Lease


 


11.    TENANT’S
BREAK OPTION


 


11.1       In
this clause “Break Date” means 10th
February 2009.


 


11.2       Subject
to the pre-conditions in clause 11.3 being satisfied on the Break Date, and
subject to clause 11.4 Tenant may determine this Lease on the Break Date by
giving the Landlord not less than six (6) month’s written notice. The Term will
then determine on the Break Date, but without prejudice to any rights of any
party against any other for any antecedent breach of its obligations under this
Lease.


 


36

















 


11.3       The
pre-conditions are that:


 


11.3.1         vacant possession of the whole of the Premises is given to the
Landlord; and


 


11.3.2         all Rent and other sums due under this Lease up to the Break Date have
been paid in full.


 


11.4       The
Landlord may waive any of the pre-conditions set out in clause 11.3 at any time
before the Break Date by written notice to the Tenant.


 


EXECUTED as a deed on the date specified on page 1


 


RIGHTS SCHEDULE


 


Subject always to compliance with Regulations the Tenant and those
deriving title through or otherwise authorised by the Tenant shall have the
following rights during the Term: -


 


1.       At
all times the right of access to and egress from the Premises on foot through
the Common Parts of the Building and the Estate Common Parts and the right
otherwise to use all the said the Common Parts for the purposes for which they
are intended


 


2.       At
all times the right of access to and egress from the Premises with motor
vehicles over and along the roads and other areas intended for motor vehicles
within the Common Parts


 


3.       The
right to connect into and use (subject to the regulations of any appropriate
authority) the Conducting Media now or during the Term serving the Premises


 


4.       The
right to park one private motor vehicle in each of the (10) ten car parking
spaces on the Landlord’s Estate designated by the Landlord from time to time


 


5.       The
right to connect into and use such facilities as may from time to time be
available for connection to individual units


 


6.       The
right for the Tenant and all persons authorised by the Tenant (including
contractors and workmen) to enter other parts of the Landlord’s Estate but so
far only as such entry may be:


 


6.1         necessary to enable the Tenant to perform its obligations under this
Lease or any document supplemental to this Lease or


 


6.2         reasonably incidental to the use and enjoyment of the Premises in
accordance with the terms of this Lease


 


37

















 


and subject to the Tenant causing as little disturbance or
inconvenience as possible and making good to the reasonable satisfaction of the
Landlord any damage done to any other parts of Landlord’s Estate in exercise of
such right


 


EXCEPTIONS SCHEDULE


 


1.       The
free passage and running of water soil gas and any other services or supply
through all Conducting Media now or within the Term to be constructed to serve
any retained property or adjoining property and passing over or under the
Premises or any part of them together with the right to enter upon the Premises
or any part of them for the purpose of constructing inspecting repairing or
renewing such Conducting Media making good any consequential damage


 


2.       The
right to install and maintain in on under or over the Premises or any part of
them at any time during the Term any Conducting Media for the provision of
services or supplies to any adjoining property


 


3.       The
right at all reasonable times and (save in cases of emergency) upon reasonable
prior notice to enter and remain on the Premises or any part of them:-


 


3.1         To ascertain whether the obligations in this Lease have been and are
being complied with


 


3.2         To view and record the state of repair and condition of the Premises
and/or take schedules and/or inventories of fixtures and other items to be
yielded up on the expiration of the Term.


 


3.3         To give to the Tenant (or leave upon the Premises) a notice specifying
any defects wants of repair cleaning maintenance or painting or other failures
to comply with the terms of this Lease.


 


3.4         To inspect and measure the Premises for all purposes connected with any
pending or intended step under the 1954 Act and


 


3.5         To carry out any works of repair construction development improvement
alteration or otherwise to or in any adjoining property and for the purpose of
such works to erect scaffolding notwithstanding interference with the access of
light or air to the Premises or temporary interference with any other right or
easement (but so that as far as practicable pedestrian access to the Premises
and supplies of water gas and electricity and drainage to the Premises where
applicable will be maintained at all times during normal business hours)


 


38

















 


4.       The
right to enter the Premises or any part of them at all times without
interruption or interference to exercise any of the rights granted to the
Landlord elsewhere in this Lease


 


but in each case on the terms specified in clause 4.7.


 


TITLE MATTERS SCHEDULE


 


1.       The
registers at the Land Registry of title number SY584153


 


2.       The
following deeds and documents: -


 


	
  Date

  	
   

  	
  Document

  	
   

  	
  Parties

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.03.1988

  	
   

  	
  Transfer

  	
   

  	
  (1) Runnymede Borough Council and (2) Rosehaugh Landlord’s Estates Public
  Limited Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.06.1989

  	
   

  	
  Lease

  	
   

  	
  (1) Runnymede Borough Council and (2) The Southern Electricity Board

  



 


39

















 


SERVICE CHARGE SCHEDULE


 


1.       THE SERVICES


 


In this schedule “the Services” are those services appropriate to the
management and maintenance of the Landlord’s Estate including for the avoidance
of doubt the Building including (but not limited to):


 


Part I:- The Landlord’s Estate Services


 


1.1         inspecting testing servicing repairing and maintaining the Retained
Property including renewing or replacing any parts when such renewal or
replacing is necessary:


 


1.2         cleaning the Retained Property and refuse disposal


 


1.3         decorating the Retained Property and providing and maintaining
decorative features such as landscaped areas flowers shrubs trees and grassed
areas within the Landlord’s Estate


 


1.4         operating all Facilities


 


1.5         providing further or improved Facilities for the greater amenity of
those using or for the more efficient management of the Landlord’s Estate


 


1.6         carrying out such works and taking such other action as may be
appropriate in order to comply with the lawful requirements or recommendations
of any insurer or any authority


 


1.7         taking such action as may be appropriate to maintain the security of
the Landlord’s Estate


 


1.8         pedestrian and vehicular traffic control car parking security and the
preparation and enforcement of Regulations


 


1.9         insurance of plant and equipment and of the Retained Property and such
other insurance relating to the management of the Landlord’s Estate as the
Landlord may consider prudent


 


1.10       enforcing
or attempting to enforce the compliance with any obligations on the part of any
lessee of part of the Landlord’s Estate


 


1.11       any
other services and works as the Landlord may deem desirable for the benefit of
the Landlord’s Estate or any part of it or its lessees tenants or occupiers or
for securing or enhancing any amenity of or within the Landlord’s Estate


 


40

















 


Part II:- The Building Services


 


1.12       keeping
the Structural Parts in good and substantial repair condition and decoration


 


1.13       redecorating
the external parts of the Building


 


1.14       the
inspection testing repair servicing cleaning and maintenance of the Common
Parts of the Building (including replacement of parts where reasonably
appropriate)


 


1.15       cleaning
the Common Parts of the Building and refuse disposal


 


1.16       decorating
and furnishing the Common Parts of the Building and providing and maintaining
decorative features such as landscaped areas flowers shrubs trees and grassed
areas


 


1.17       operating
all Facilities serving the Building


 


1.18       providing
further or improved Facilities where reasonably required for the greater
amenity of those using or for the more efficient management of the Building


 


1.19       taking
such action as may be reasonably appropriate to maintain the security of the
Building


 


1.20       any other reasonable services and works necessary in the interest of
high standards of good estate management for the benefit of the Building or any
part of it or the lessees tenants or occupiers of it or for securing or
enhancing any amenity of or within the Building


 


2.      SERVICE
COSTS


 


In this schedule “Service Costs” means the aggregate of:


 


2.1         all rates taxes charges assessments and outgoings payable in respect of
all or any part of the Retained Property and the Common Parts of the Building
or in respect of the Landlord’s Estate as a whole (as distinct from any one or
more Units)


 


2.2         the cost of water electricity gas oil or other fuel supplies for the
provision of the Services or otherwise consumed in the Demised Premised the
Retained Property and the Common Parts of the Building


 


2.3         the cost of providing maintaining and renewing such equipment materials
and supplies as are from time to time required in order to provide the Services


 


41

















 


2.4         the cost of all maintenance and other contracts entered into in
relation to the provision of the Services


 


2.5         all contributions to Conducting Media roads party wall or structures or
other things common to or used in common by the Landlord’s Estate and other
property


 


2.6         the cost to the Landlord of complying with or contesting the
requirements or proposals of any authority insofar as they relate to the
Landlord’s Estate (as distinct from any particular Unit


 


2.7         the reasonable fees of managing agents (if any) retained by the
Landlord in relation to the management of the Building the provision of the
Services and the collection of all rents and other sums due from tenants and
occupiers of the Building (or where any such task is carried out by the
Landlord a reasonable charge for the same)


 


2.8         the cost of obtaining from time to time professional valuations of the
Retained Property and the Common Parts of the Building for insurance purposes


 


2.9         the reasonable cost of preparing and auditing Service Charge accounts
(whether carried out by the Landlord or by the Landlord’s Surveyor or
accountants)


 


2.10       VAT
where chargeable on any of the Service Costs to the extent that it cannot be
recovered as an input by the Landlord


 


2.11       all other costs charges expenses
and outgoings incurred in or incidental to the provision of the Services


 


2.12       In this paragraph:


 


	
  “Account Date”

  	
   

  	
  means 31st December in each year or such other date in
  each year as the Landlord may reasonably stipulate

  
	
   

  	
   

  	
   

  
	
  “Account Period”

  	
   

  	
  means the period from and excluding one Account Date up to and
  including the next Account Date

  
	
   

  	
   

  	
   

  
	
  “Account Statement”

  	
   

  	
  means a statement certified by a duly qualified surveyor or
  accountant (and in the absence of manifest error to be accepted by the Tenant
  as conclusive showing: the Total Charge for the 

  



 


42

















 


	
   

  	
   

  	
  relevant Account Period the Specified Proportion the Service Charge
  Proportion details of all Service Charge Payments received in respect of the
  relevant Account Period and any balance of Service Charge Proportion due from
  the Tenant or refund due to the Tenant

  
	
   

  	
   

  	
   

  
	
  “Building Service Charge Cap”

  	
   

  	
  means initially the sum of £15,120 per annum or else the revised
  building service charge cap ascertained in accordance with the provisions for
  review set out in the Building Service Charge Review Schedule

  
	
   

  	
   

  	
   

  
	
  “Building Services”

  	
   

  	
  means those services set out in Part II of paragraph 1 of this
  Schedule

  
	
   

  	
   

  	
   

  
	
  “Estate Services”

  	
   

  	
  means those services set out in Part I of paragraph 1 of this
  Schedule

  
	
   

  	
   

  	
   

  
	
  “Service Charge Payment”

  	
   

  	
  means payment on account of the Service Charge Proportion

  
	
   

  	
   

  	
   

  
	
  “Service Charge Proportion”

  	
   

  	
  means the Specified Proportion of the Total Charge save that in
  relation to the Building Services (only) being an amount not exceeding the
  Building Service Charge Cap in any Account Period provided that and for the
  avoidance of doubt the Tenant shall be liable to pay in addition to the
  Building Service Charge Cap all sums attributable to the costs incurred by
  the Landlord providing a supply of electricity and gas and other utilities to
  the Demised Premises and which are recovered through the Service Charge
  Provisions

  



 


43

















 


	
  “Total Charge”

  	
   

  	
  means the total of all Service Costs during an Account Period net of
  any receipts from insurers the Tenant or other occupiers of the Landlord’s
  Estate or third parties (otherwise than by way of a service charge) which are
  properly applicable towards payment of such Service Costs

  



 


2.13       The
Tenant covenants to pay to the Landlord by way of additional rent by equal
quarterly instalments in advance on each quarter day during the Term and
proportionally for less than a year an annual Service Charge Payment in such
sum as the Landlord may from time to time reasonably demand having regard to
actual and anticipated Service Costs


 


2.14       As
soon as practicable after an Account Date the Landlord shall submit to the
Tenant an Account Statement for the Account Period ending on that Account Date
giving details of the Service Charge Proportion and the aggregate Service
Charge Payments for that Accounting Period and


 


2.15       if
the Account Statement shows that a balance of Service Charge is due from the
Tenant the Tenant shall pay such balance to the Landlord within fourteen days
of receipt of the Account Statement


 


2.16       if
the Account Statement shows that a refund is due to the Tenant such refund
shall during the Term be set off against future Service Charge Payments and
following the determination of the Term be set off against any other monies due
from the Tenant to the Landlord and the balance (if any) paid to the Tenant


 


2.17       Where
the Possession Date and the date of determination of the Term do not coincide
with the beginning or end respectively of an Account Period the Service Charge
Proportion for the initial and final partial Account Periods shall be that
proportion of the Service Charge which relates to the period on and from the
Possession Date or ending on the date of determination of the Term as the case
may be apportioned on a daily basis according to the number of days in the
whole of the relevant Account Periods


 


2.18       The
provisions of this Clause will survive the determination of the Term


 


2.19       The Specified Proportion shall not to be
increased or altered by reason only that at any relevant time any part of the
Landlord’s Estate is vacant or is occupied by the Landlord or because any other
tenant or occupier of the Landlord’s Estate defaults in the payment of its
specified proportion of the Landlord’s Costs.


 


44

















 


REGULATIONS SCHEDULE


 


1.       Loading
unloading delivery and despatch of goods is to be carried out only in the areas
and by means of the entrances designated for such purposes and at the
reasonable times stipulated by the Landlord


 


2.       No
unnecessary obstruction must be caused in any part of the Common Parts by the
Tenant or any of its employees agents or invitees


 


3.       Refuse
is to be kept in containers specifically approved by the Landlord subject
always to the Tenant complying with its obligations under Clause 4.5


 


4.       No
sound amplification equipment shall be used in a manner which is audible
outside the Premises


 


5.       Due
precautions shall be taken to avoid water freezing in Conducting Media within
the Premises


 


6.       Vehicular
traffic may only use service areas for loading and unloading at reasonable
times stipulated by the Landlord and no parking in or obstruction of service
areas is permitted


 


7.       The
Premises are to be reasonably secured against intrusion when not in use


 


45

















 


AUTHORISED GUARANTEE AGREEMENT SCHEDULE


 


1.       The
Tenant covenants with the Landlord that:


 


1.1         the [intended assignee] will pay the Rents and comply with the
obligations on its part in this Lease and the Tenant will indemnify the
Landlord on demand against all losses damages costs and expenses arising out of
any default by the [intended assignee]


 


1.2         if for any reason the Term shall be prematurely determined or a
liquidator or a trustee in bankruptcy of the [intended assignee] disclaims this
Lease or if this Lease shall otherwise be disclaimed in circumstances releasing
the Landlord’s Estate of the [intended assignee] from liability or if this
Lease is determined by forfeiture or re-entry and if within six months of any
such event the Landlord shall by notice in writing so require the Tenant will
enter into a new lease of the Premises at the cost of the Tenant on the same
terms for the residue of the Term which would have remained had there be no
such determination disclaimer forfeiture or re-entry


 


1.3         if the Landlord does not require the Tenant to take a new lease
pursuant to paragraph 1.2 the Tenant will pay to the Landlord on demand a sum
equal to the Rents and other monies that would have been payable under this
Lease but for such determination disclaimer forfeiture or re-entry until the
expiration of [six months] from such date or until the Premises shall have been
re-let whichever shall first occur


 


2.       The
liability of the Tenant under this Lease shall not be affected by any neglect
or forbearance of the Landlord in enforcing payment of the Rents or compliance
with such obligations or any refusal by the Landlord to accept rent at a time
when the Landlord was entitled (or would after service of a notice under s146
of the 1925 LPA have been entitled) to re-enter the Premises or any variation
of the terms of this Lease or any change in the constitution structure or
powers of the Tenant the [intended assignee] or the Landlord or any act which
is beyond the powers of the [intended assignee] or the surrender of part of the
Premises


 


3.       As
between the Landlord and the Tenant the Tenant shall be deemed to be a
principal debtor


 


4.       The
Tenant shall not be entitled to participate in any security held by the
Landlord in respect of the [intended assignee]’s obligations or stand in the
Landlord’s place in respect of such security


 


46

















 


5.       Where
the Tenant is more than one person the release of one or more of them shall not
release the others


 


THE BUILDING SERVICE
CHARGE CAP SCHEDULE 


 


1.             DEFINITIONS


 


In this part of this Schedule:


 


“Base Figure”
means 193.6


 


“Current
Figure” means the Index figure for the month
preceding the relevant Service Charge Review Date;


 


“Index” means the “all items” figure of the Index of Retail
Prices published by the Office for National Statistics or any successor
Ministry, Department or Government Agency;


 


“Service
Charge Review Date” means 01.01.2007 and every
anniversary thereof and the penultimate day of the Term granted by this Deed
and the “relevant Review Date” shall be construed accordingly;


 


2.             REVIEW


 


1.1           The Building
Service Charge Cap payable under this Lease with effect from each Service
Charge Review Date shall be the greater of:-


 


1.1.1        the Building
Service Charge Cap reserved by this Lease immediately before the relevant
Service Charge Review Date; and


 


1.1.2        the revised
Building Service Charge Cap calculated in accordance with the following
formula:


 


R = A x C/B


 


	
  Where:

  	
   

  	
  R is the revised Building
  Service Charge Cap

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A is the Building Service
  Charge Cap

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C is the Current Figure,
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B is the Base Figure.

  



 


47

















 


3.     NOTICE
OF REVISED RENT


 


The
Landlord shall give written notice to the Tenant of the Building Service Charge
Cap payable with effect from the relevant Service Charge Review Date.


 


4    CHANGES TO THE INDEX


 


4.1           If the reference base used to compile the Index shall change after the
date of this Lease the figure taken to be shown in the Index after the change
shall be the figure which would have been shown in the Index had the reference
base current at the date of this Lease been retained


 


4.2           If:


 


4.2.1        publication of the Index ceases;
or


 


4.2.2        it becomes impossible by reason of the circumstances referred to in
paragraph 4.1 or any other change after the date
of this Lease in the methods used to compile the Index or for any other reason
whatever to calculate the Building Service Charge Cap payable from any Service
Charge Review Date by reference to the Index; or


 


4.2.3        any dispute should arise as to the amount of the Building Service
Charge Cap from any Service Charge Review Date then the matter shall be
determined by an expert to be appointed either by agreement between the parties
or, in the absence of agreement, on the application of either party by the
President for the time being of the Royal Institution of Chartered Surveyors
(or any person authorised by him to make appointments on his behalf).


 


48

















 


4.3           The expert appointed in accordance
with paragraph 4.2 shall have full power to determine, on such dates as he
considers appropriate, what would have been the increase in the Index had it
continued on the basis assumed for the operation of this Schedule and in view
of the information assumed to be available for it. If that determination is
also impossible or impracticable then the expert must determine a reasonable
rent for the Premises on such date as he considers appropriate, having regard
to the purposes and intent of the provisions in this Lease for the review of
the Building Service Charge Cap.


 


49

















 


	
  Signed as a deed by ROWLANDSON PROPERTIES LIMITED 

  	
  Signature

  	
  /s/
  Roger Hambidge

  	
   

  
	
  acting by a director and its secretary or two
  directors

  	
   

  
	
   

  	
  Director 

  
	
   

  	
   

  
	
   

  	
  Signature

  	
  /s/ Jorge Frutuoso

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary/Director

  
					



 


 


	
  Signed as a deed by SPESCOM SOFTWARE LIMITED acting by 

  	
  Signature

  	
  /s/ Ben Martin

  	
   

  
	
  a director and its secretary or two directors

  	
   

  
	
   

  	
  Director

  
	
   

  	
  Signature

  	
  /s/ Barry Fitzmaurice

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary/Director

  
					



 


50