Exhibit 10.9


 


 


DATED 16 AUGUST, 1996


 


 


LLOYDS BANK S.F. NOMINEES LIMITED


 


 


-to-


 


 


FOURTH SHIFT (UK) LIMITED


 


 


 


LEASE


 


-of-


 


land
and premises situate at

and known as


Wellington
House Worton Grange Imperial Way Reading


 




	
  TERM COMMENCES:

  	
  24 June 1996

  
	
   

  	
   

  
	
  FOR YEARS:

  	
  10

  
	
   

  	
   

  
	
  EXPIRES:

  	
  23 June 2006

  






 





















 


Table of Contents


 


	
  Clause

  	
   

  	
  Heading

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Demise
  and Rents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Tenant’s
  Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  To pay rent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  To pay interest on overdue
  monies

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  To pay outgoings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  To pay share of cost of common
  facilities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.5

  	
   

  	
  To service fixed equipment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.6

  	
   

  	
  To repair

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.7

  	
   

  	
  To decorate exterior

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.8

  	
   

  	
  To decorate interior

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.9

  	
   

  	
  To clean and treat surfaces

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.10

  	
   

  	
  To keep premises clean and
  tidy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.11

  	
   

  	
  To comply with notices to
  repair

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.12

  	
   

  	
  To permit entry

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.13

  	
   

  	
  To insure plate glass

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.14

  	
   

  	
  Not to introduce dangerous
  things

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.15

  	
   

  	
  Benefit of other insurances
  and Insurers’ requirements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.16

  	
   

  	
  Not to overload

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.17

  	
   

  	
  Not to harm drains

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.18

  	
   

  	
  User

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.19

  	
   

  	
  Regulations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.20

  	
   

  	
  To obtain permission for
  signs

  	
   

  	
   

  



 


i





















 


	
  3.21

  	
   

  	
  Not to make alterations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.22

  	
   

  	
  Not to prejudice easements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.23

  	
   

  	
  Not to make claims

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.24

  	
   

  	
  Alienation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.25

  	
   

  	
  Registration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.26

  	
   

  	
  To pay Landlord’s costs

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.27

  	
   

  	
  To observe statutory
  requirements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.28

  	
   

  	
  Planning

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.29

  	
   

  	
  To inform Landlord
  of notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.30

  	
   

  	
  To inform
  Landlord of contaminants defects and to indemnify

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.31

  	
   

  	
  To permit reletting
  notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.32

  	
   

  	
  Applications
  for consent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.33

  	
   

  	
  To observe
  covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.34

  	
   

  	
  To remedy
  breaches by underlessees

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.35

  	
   

  	
  Yielding up

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.36

  	
   

  	
  Telecommunications
  Act 1984

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.37

  	
   

  	
  To pay VAT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.38

  	
   

  	
  Reimbursement
  of VAT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Landlord’s Covenants

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Quiet enjoyment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  To insure

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  To provide
  services

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Provisos

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Forfeiture

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  No implied
  easements

  	
   

  	
   

  



 


ii





















 


	
  5.3

  	
   

  	
  No restrictions
  on adjoining property

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  No compensation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Cesser of rent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.6

  	
   

  	
  Notices

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.7

  	
   

  	
  Exclusion of
  S.62 LPA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.8

  	
   

  	
  Representation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Rent review

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Date of review

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Valuation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Arbitration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Upwards only

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Payment after
  Date of Review

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Statutory
  restrictions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.7

  	
   

  	
  Memorandum

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Time not of
  essence

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The First Schedule
  before referred to Particulars of the Demised Premises

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Second
  Schedule before referred to Easements and other rights Included In the demise

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Third Schedule
  before referred to Exceptions and Reservations out of the demise

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Fourth Schedule
  before referred to Documents which affect or relate to the Demised Premises

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Fifth Schedule
  before referred to Service Charge Part I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Part 11
  (Worton Court)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Services

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Part II
  (Worton Court)

  	
   

  	
   

  



 


iii





















 


	
  2

  	
   

  	
  Expenses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Part
  III (The Estate)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Services

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Part
  III (The Estate)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Expenses

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Sixth Schedule
  before referred to Guarantee

  	
   

  	
   

  



 


iv





















 


This
Lease made the 16th day of August One thousand
nine hundred and ninety-six between


 


(1)           Lloyds Bank S.F. Nominees Limited (Company
Number 312901) whose registered office is at PO Box 668 48 Chiswell Street
London EC1Y 4GR (hereinafter called the Landlord);
and


 


(2)           Fourth Shift (UK) Limited (Company Number
2579692) whose registered office is at 10/11 Magellan Terrace, Gatwick Road,
Crawley, West Sussex RH10 2PJ (hereinafter called the Tenant).


 


Witnesseth as follows:


 


1              Definitions


 


1.1          In
this Lease unless there be something in the subject or context inconsistent
therewith:


 


1.1.1        Where
there are two or more persons included in the expression the Tenant covenants contained in this Lease
which are expressed to be made by the Tenant shall be deemed to be made by such
persons jointly and severally;


 


1.1.2        Any
reference to an Act of Parliament shall include any modification extension or
reenactment thereof for the time being in force and shall also include all
instruments orders plans regulations permissions and directions for the time
being made issued or given thereunder or deriving validity therefrom;


 


1.1.3        Any
covenant by the Tenant not to do any act or thing shall include an obligation
not to permit or suffer such act or thing to be done;


 


1.1.4        The
titles or headings appearing in this Lease are for reference only and shall not
affect the construction hereof;


 


1.1.5        Any
reference to Value Added Tax shall include any tax of a similar nature that may
be substituted for or levied in addition to it;


 


1.2          The
expressions following shall have the meanings hereinafter mentioned (that is to
say):


 


1.2.1        the
Landlord shall include the person
for the time being entitled to the reversion immediately expectant on the
determination of the Term;


 


1.2.2        the
Tenant shall include its
successors in title and in the case of an individual shall include his personal
representatives;


 


1.2.3        the
Term means the term of years
hereby granted together with any statutory continuation thereof (whether under
an Act of Parliament or by the Tenant holding over) but for the avoidance of
doubt does not include any renewal of the Lease pursuant to Part II of the
Landlord and Tenant Act 1954 as amended;


 





















 


1.2.4        this
Lease means this lease and any
document which is supplemental hereto or which is collateral herewith or which
is entered into pursuant to or in accordance with the terms hereof;


 


1.2.5        the
Demised Premises means the land
and premises described in the First Schedule hereto and each and every part
thereof together with the appurtenances thereto belonging and together also
with any buildings and erections and each and every part thereof now or
hereafter erected or in the course of erection thereon or on any part thereof
together with all additions alterations and improvements thereto which may be
carried out during the Term and shall also include all landlord’s fixtures and
fittings from time to time in and about the same;


 


1.2.6        Conduits means all sewers drains pipes
gulleys gutters ducts flues watercourses channels subways wires cables and
other conducting media of whatsoever nature;


 


1.2.7        Adjoining Property means any neighbouring
or adjoining land or property (including the Estate) in which the Landlord or a
company in the same group as the Landlord within the meaning of Section 42
of the Landlord and Tenant Act 1954 or any person holding on trust for the
Landlord has a freehold or leasehold interest whether in possession or in
reversion or in which during the Term the Landlord or a company in the same
group as aforesaid shall have acquired a freehold or leasehold interest whether
in possession or reversion;


 


1.2.8        the
Insured Risks means fire lightning
earthquake explosion aircraft (other than hostile aircraft) and other aerial
devices or articles dropped therefrom riot and civil commotion and malicious
damage storm or tempest bursting or overflowing of water tanks apparatus or
pipes flood and impact by road vehicles (to the extent that insurance against
such risks may ordinarily be arranged with an insurer of good repute) and such
other risks or insurance as may from time to time be required by the Landlord
(subject in all cases to such exclusions and limitations as may be imposed by
the Insurers) and Insured Risk
means any of them;


 


1.2.9        the
Loss of Rent means the loss of the
Service Charge and the loss of rent First reserved and for the time being
payable hereunder and any Value Added Tax chargeable in respect thereof for
such period (being not less than three years) as may reasonably be required by
the Landlord having regard to the likely period required for reinstatement in
the event of both partial and total destruction in an amount which would take
into account the Landlord’s estimate of the potential increases in rent in
accordance with the rent review provisions hereinafter contained and any Value
Added Tax chargeable in respect thereof;


 


1.2.10      the
Full Cost of Reinstatement shall
mean the costs (including the cost of shoring up demolition and site clearance
Architects’ Surveyors’ and other professional fees) and Value Added Tax which
would be likely to be incurred in or as a result of rebuilding or reinstating
the Demised Premises in accordance with the requirements of this Lease at the
time when such rebuilding or reinstatement is likely to take place having
regard to all relevant factors including


 


2





















 


any increases in
building costs expected or anticipated to take place at any time up to the date
upon which the Demised Premises shall be fully rebuilt or reinstated and shall
be determined by the Landlord;


 


1.2.11      the
Insurers means the Insurance
Office or underwriters with whom the insurance cover referred to in
Clause 4(2) hereof is effected;


 


1.2.12      the
Planning Acts means Town and
Country Planning Act 1990; Planning (Listed Buildings and Conservation Areas)
Act 1990; Planning (Hazardous Substances) Act 1990; and Planning (Consequential
Provisions) Act 1990;


 


1.2.13      1995 Act means the Landlord and Tenant
(Covenants) Act 1995;


 


1.2.14      the
Prescribed Rate means a rate of
interest being four per centum per annum over the Base Rate from time to time
of Lloyds Bank PLC or over such other comparable rate as may from time to time
replace the same or over such other comparable rate as the Landlord may from
time to time reasonably require;


 


1.2.15      the
Business Hours means the hours of
eight, am to six pm on weekdays excluding Bank and Public Holidays;


 


1.2.16      the
Estate means the estate known as
Worton Grange Estate at Imperial Way Reading in the Royal County of Berkshire
which is for the purpose of identification only shown edged blue on Plan B (as
the same may be extended and/or reduced from time to time) together with the
buildings and structures for the time being thereon (as so extended and/or reduced);


 


1.2.17      the
Estate Areas means and includes
roadways footpaths landscaped areas car and/or lorry parks drainage signage and
structures for signage and/or fire-fighting ponds or lakes or balancing ponds
and other areas of the Estate which are for the time being available by the
Landlord for the common use or enjoyment of the tenants of the Estate (whether
or not including the Tenant) but excluding in every case the Worton Court
Areas;


 


1.2.18      the
Service Charge means the service
charge as provided in the Fifth Schedule hereto:


 


1.2.19      Worton Court means all that part of the
Estate which is for the purpose of identification only shown edged green on
Plan A (as the same may be extended and/or reduced from time to time) together
with the buildings and structures for the time being thereon (as so extended
and/or reduced);


 


1.2.20      Worton Court Areas means and includes
roadways footpaths landscaped areas car and/or lorry parks service yards
drainage refuse areas and other areas of Worton Court which are for the time
being made available by the Landlord for the common use or enjoyment of the
Landlord’s tenants of Worton Court (whether or not including the Tenant);


 


3





















 


1.2.21      Plan A and Plan B mean the respective plans
marked A and B annexed hereto.


 


2              Demise and Rents


 


The Landlord HEREBY
DEMISES unto the Tenant ALL THAT the Demised Premises TOGETHER WITH the
easements and other rights contained or referred to in the Second Schedule
hereto EXCEPT AND RESERVING as mentioned in the Third Schedule hereto TO HOLD
the same SUBJECT (a) to all rights easements quasi-easements and privileges to
which the Demised Premises are or may be subject and (b) to and (in so far as
the Landlord has power to grant the same) with the benefit of the provisions
contained or referred to in the documents referred to in the Fourth Schedule
hereto unto the Tenant from and including the 24th day of June One thousand
nine hundred and ninety-six for a TERM of TEN YEARS YIELDING AND PAYING therefor
during the Term and in proportion for any less time than a year without any
deduction or set-off FIRST from the 1st day of August 1996 to the 12th
day of September 1997 the rent of one peppercorn (if demanded) and from the (13th
day of September 1997 the clear YEARLY RENT of TWO HUNDRED AND THIRTY EIGHT
THOUSAND AND EIGHTY POUNDS (£238,080) (subject to variation as hereinafter
mentioned) to be paid by Banker’s Order (if the Landlord so requires) in
advance by equal quarterly payments on the usual Quarter Days (namely the
Twenty-fifth day of March the Twenty-fourth day of June the Twenty-ninth day of
September and the Twenty-fifth day of December) clear of all deductions
whatsoever the first of such payments in respect of the period from the 13th
day of September One thousand nine hundred and ninety-seven to the 28th
day of September One thousand nine hundred and ninety-seven to be made on the
13th day of September One thousand nine hundred and ninety-seven
SECONDLY by way of additional rent on demand the moneys referred to in
Clause 3(2) hereof THIRDLY by way of additional rent on demand and on an
indemnity basis all proper costs losses charges and expenses which the Landlord
may properly from time to time suffer or incur whether in connection with or procuring
the remedying of any breach by the Tenant of any of the covenants on the part
of the Tenant contained in this Lease AND FOURTHLY by way of additional rent on
demand all sums which the Landlord may from time to time pay in respect of
insurance pursuant to its covenant contained in this Lease and insurance in
respect of property owners’ liability and third party liability in connection
with the Demised Premises together with the cost of any professional valuation
of the Demised Premises which may be property required by the Landlord for the
purposes of complying with its covenant in respect of insurance contained in
this Lease AND FIFTHLY by way of additional rent the Service Charge payable in
the manner set out in the Fifth Schedule hereto.


 


3              Tenant’s Covenants


 


The Tenant HEREBY
COVENANTS with the Landlord throughout the Term or until released pursuant to
the 1995 Act as follows:


 


4





















 


3.1          To
pay rent


 


To pay the rents
hereinbefore reserved at the times and in the manner aforesaid without any
deduction or set-off;


 


3.2          To
pay interest on overdue monies


 


That without prejudice to
any other right remedy or power herein contained or otherwise available to the
Landlord if any sum payable under this Lease shall not be received on the due
date to pay on demand to the Landlord interest thereon at the Prescribed Rate
from the date when the same became due until payment thereof is received (as
well after as before any judgment);


 


3.3          To
pay outgoings


 


To bear pay and discharge
all existing and future rates taxes duties charges assessments impositions and
outgoings whatsoever (whether parliamentary parochial local or otherwise and
whether or not of a capital or non-recurring nature) which now are or may at
any time hereafter during the Term be charged levied assessed or imposed upon
the Demised Premises or upon the owner or occupier in respect thereof Provided
always that the foregoing shall not extend to payment of any tax payable only
as a direct result of any dealing by the Landlord with its reversionary
interest in the Demised Premises;


 


3.4          To
pay share of cost of common facilities


 


To pay a fair and proper
contribution towards the cost and expense of constructing repairing rebuilding
renewing lighting cleansing and maintaining all things the use of which is
common to or capable of being used in common with the Demised Premises and
other premises such contribution to be assessed by the Landlord’s Surveyors and
shall in default of payment on demand be recoverable as rent in arrear;


 


3.5          To
service fixed equipment


 


At the cost of the Tenant
to enter into and to comply with the terms of contracts with persons of repute
previously approved in writing by the Landlord for the regular maintenance
inspection care and servicing of any lifts boilers central heating or
air-conditioning apparatus fire alarms and other plant or equipment provided by
the Landlord from time to time in and about the Demised Premises;


 


3.6          To
repair


 


At all times during the
Term to put and keep the Demised Premises and the Conduits (to the extent that
they serve exclusively the Demised Premises) in good and substantial repair and
condition and to maintain renew and replace the same (damage by the Insured
Risks excepted unless payment of any insurance moneys be refused in whole or in
part by reason of or arising out of any act omission neglect or default by or
on the part of the Tenant or any person deriving title under the Tenant or its
or their servants agents licensees or invitees) Provided Always that notwithstanding
the foregoing provisions the


 


5





















 


Tenant shall not be
liable under this covenant for any latent or inherent defect in the structure
of the Demised Premises arising from defective design workmanship or materials;


 


3.7          To
decorate exterior


 


In every third year
during the Term and also during the last year thereof (howsoever the same may
be determined) properly to prepare and thereafter to paint in a good and
workmanlike manner with two coats at least of good quality paint of a colour
which if different from the present colour shall be previously approved in
writing by the Landlord’s Surveyors (such approval not to be unreasonably
withheld or delayed) all the exterior parts of the Demised Premises as are
usually or ought to be painted;


 


3.8          To
decorate interior


 


In every fifth year
during the Term and also during the last year thereof (howsoever the same may
be determined) properly to prepare and thereafter to paint with two coats at
least of good quality paint and to treat varnish decorate paper and plaster all
the interior parts of the Demised Premises as are usually or ought to be
painted treated varnished papered or plastered and generally to redecorate
throughout restoring and making good the Demised Premises and to carry out all
the works required by this sub-clause in a good and workmanlike manner and in
the last year of the Term (howsoever determined) such paintings and decorations
to be executed in such colours and materials as the Landlord’s Surveyors may
reasonably require;


 


3.9          To
clean and treat surfaces


 


As often as the Landlord
may reasonably consider necessary to clean treat and wash in an appropriate
manner to the reasonable satisfaction of the Landlord’s Surveyors all materials
surfaces and finishes of the Demised Premises which ought normally to be so
cleaned treated and washed;


 


3.10        To
keep premises clean and tidy


 


3.10.1      To
keep the Demised Premises in a clean and tidy condition and clear of all
rubbish and to clean as often as may be requisite the inside and outside of the
window panes and frames of the Demised Premises and all the glass (if any) in
the entrance doors thereto;


 


3.10.2      To
keep all refuse waste and rubbish in a suitable container or containers on the
Demised Premises or where the Landlord directs and if the local authority shall
not provide a service or a sufficient service for the collection thereof to
prepare for collection in the manner and at times and places specified by the
Landlord or its agents for the collection of refuse and not to burn any refuse
or rubbish of any kind in or about the Demised Premises;


 


3.10.3      Not
to bring or keep stored stacked or laid out upon any land within the Demised
Premises any materials equipment plant bins crates cartons boxes or any


 


6





















 


receptacle for
waste or any other item which in the opinion of the Landlord is or might become
untidy unclean or unsightly;


 


3.11        To
comply with notices to repair


 


Well and substantially to
repair and make good all defects and wants of reparation repair or renewal of
which notice in writing shall be given to or left on the Demised Premises for
the Tenant by the Landlord and for which the Tenant is liable hereunder and to
commence and thereafter diligently proceed to complete the same within two
calendar months after the giving or leaving of such notice (or sooner if
requisite) and if the Tenant shall fail to comply with any such notice it shall
be lawful (but not obligatory) for the Landlord (without prejudice to the right
of re-entry hereinafter contained) to enter upon the Demised Premises to make
good the same acting reasonably at the cost of the Tenant which cost together
with all Solicitors’ and Surveyors’ charges and other expenses and losses which
may be incurred by the Landlord in connection therewith shall be repaid by the
Tenant to the Landlord on demand as a debt and on a full indemnity basis;


 


3.12        To
permit entry


 


To permit the Landlord
and its agents and all persons authorised by them at all reasonable times with
or without workmen on giving reasonable notice (except in emergency) to the
Tenant to enter upon the Demised Premises for the purpose of ascertaining that
the covenants and conditions of this Lease have been observed and performed to
view the state of repair and condition thereof and to take a Schedule of the
Landlord’s fixtures and of any dilapidations and to exercise the rights herein
excepted and reserved;


 


3.13        To
insure plate glass


 


To insure and keep
insured in the joint names of the Landlord and the Tenant in such insurance
company of repute and through such agency as shall from time to time be
nominated by the Landlord all the plate glass (if any) forming part of the
Demised Premises against breakage or damage of any kind for a sum not less than
the full reinstatement value thereof for the time being and in case of breakage
or damage of such plate glass (from whatsoever cause) forthwith to reinstate
the glass with glass of the same quality and thickness to the reasonable
satisfaction of the Landlord and whenever reasonably required by the Landlord
forthwith to produce the policy or policies of insurance or supply a copy
thereof to the Landlord and the receipt for the current year’s premium;


 


3.14        Not
to introduce dangerous things


 


3.14.1      Not
to bring into the Demised Premises Worton Court or the Estate or to place or
store or permit to remain in or about the Demised Premises Worton Court or the
Estate any article or thing which is or may become dangerous offensive
combustible inflammable radioactive explosive harmful polluting or
contaminating and not to carry on or do thereon any hazardous trade or act in
consequence of which the Landlord would or might be prevented from insuring the
Demised Premises or the Adjoining Property at the ordinary rate of premium


 


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or whereby any
insurance effected in respect of the Demised Premises or the Adjoining Property
would or might be vitiated or prejudiced and not without the written consent of
the Landlord to do anything whereby any additional premium may become payable
for the insurance of the Demised Premises or the Adjoining Property;


 


3.14.2      In
the event of the Demised Premises or any part thereof being destroyed or
damaged harmed polluted or contaminated by any peril or risk whatsoever to give
notice thereof to the Landlord as soon as such destruction damage harm
pollution or contamination shall come to the notice of the Tenant;


 


3.14.3      In
the event of the Demised Premises or the Adjoining Property or any part thereof
being destroyed or damaged by any of the Insured Risks and the insurance money
under any insurance against the same effected thereon by the Landlord being
wholly or partly irrecoverable by reason solely or in part by any act or default
of the Tenant or the Tenant’s servants agents licensees or invitees then and in
every such case the Tenant will forthwith pay to the Landlord the whole or (as
the case may require) the irrecoverable portion of the cost (including
professional and other fees) of completely rebuilding and reinstating the same;


 


3.15        Benefit
of other insurances and Insurers’ requirements


 


3.15.1      If
the Tenant shall become entitled to the benefit of any insurance on the Demised
Premises which is not effected or maintained in pursuance of the obligations
herein contained then the Tenant shall apply all moneys received by virtue of
such insurance (in so far as the same shall extend) in making good the loss or
damage in respect of which the same shall have been received;


 


3.15.2      To
comply with all the requirements and proper recommendations of the insurers;


 


3.16        Not
to overload


 


Not to place in the
Demised Premises or to place or to carry in the lifts in the building any
articles in such position or in such quantity or weight or otherwise in such
manner howsoever as to overload or cause damage to or to be in the opinion of
the Landlord likely to overload or exceed any prescribed loading capacity of or
cause damage to the Demised Premises or the lifts and not to overload the electrical
wiring or installation in the Demised Premises;


 


3.17        Not
to harm drains


 


Not to allow to pass into
the Conduits serving the Demised Premises any noxious or deleterious effluent
or other substance which might cause any obstruction in or harm to the Conduits
and in the event of any such obstruction or harm forthwith to make good all
such damage to the entire satisfaction of the Landlord’s Surveyors;


 


8





















 


3.18        User


 


3.18.1      Not
to hold on the Demised Premises any sale by auction or public exhibition or
public show or spectacle or political meetings or gambling; and


 


3.18.2      Not
to carry on or use the Demised Premises for any noisy noisome offensive or
dangerous trade manufacture business or occupation nor for any illegal or
immoral purpose nor to sleep on the Demised Premises nor to use the Demised
Premises for residential purposes nor to do on the Demised Premises any act or
thing whatsoever which in the opinion of the Landlord may be or tend to become
an annoyance nuisance damage disturbance or inconvenience to the prejudice of
the Landlord or to the owners or occupiers of any adjoining or neighbouring
premises or any of them; and


 


3.18.3      Not
to use the Demised Premises as a Post Office an Employment Exchange an office
of the Department of Health or the Department of Social Security at which the
general public call without appointment a staff or other employment agency a
betting shop turf accountant’s or bookmaker’s office an undertaker a travel
ticket or estate agency a bank or building society office or for any purpose
which might result in the Demised Premises or any part of the Adjoining
Property being entered on a Register of potentially contaminated land; and


 


3.18.4      Subject
to paragraphs 3.18.1, 3.18.2 and 3.18.3 of this sub-clause not to use the
Demised Premises otherwise than as offices within Class B1 of the Town and
Country Planning (Use Classes) Order 1987 (notwithstanding any amendment or
revocation of such Order);


 


3.18.5      The
Tenant hereby acknowledges and admits that notwithstanding the foregoing
provisions the Landlord does not thereby or in any other way give or make nor
has given or made at any other time any representation or warranty that any
such use is or will be or will remain a permitted use within the provisions of
the Planning Acts nor shall any consent in writing which the Landlord may
hereafter give to any change of use be taken as including any such
representation or warranty and that notwithstanding that any such use as
aforesaid is not a permitted use within such provisions as aforesaid the Tenant
shall remain fully bound and liable to the Landlord in respect of the
obligations undertaken by the Tenant by virtue of this Lease without any
compensation recompense or relief of any kind whatsoever;


 


3.19        Regulations


 


3.19.1      Not
to place or store or permit or suffer to be placed or stored in or on any part
of the Estate Areas and/or the Worton Court Areas any display case boards or
articles of any description whatsoever or obstruct the same in any way but at
all times to keep the same free and unobstructed;


 


9





















 


3.19.2      To
observe all rules and regulations for the conduct of tenants of Worton Court
and the Estate laid down by the Landlord from time to time and notified in
writing to the Tenant;


 


3.19.3      Not
to leave any motor or other vehicle or other article so that the Estate Areas
and/or the Worton Court Areas are blocked to trade or other vehicles or so that
access by others is precluded hindered or inconvenienced or so that exhaust
fumes are directed towards any buildings so as to cause a nuisance and without
prejudice to the generality of the foregoing not to use any part of the Estate
Areas and/or the Worton Court Areas for the parking of any motor or other
vehicle other than as is specifically authorised by this Lease and in the event
of any breach of this covenant by the Tenant to pay to the Landlord all costs
incurred by the Landlord in connection with such default on the part of the
Tenant;


 


3.19.4      Not
to load or unload or receive delivery of or despatch any goods or permit or
suffer the same to be loaded unloaded delivered or despatched otherwise than in
the areas designated by the Landlord from time to time;


 


3.20        To
obtain permission for signs


 


Not at any time during
the Term to affix or exhibit in or upon any part of the Demised Premises any
pole flag aerial satellite dish equipment for sending or receiving
communications bill placard advertisement flashlight or other sign which shall
be visible from the outside of the Demised Premises except such as shall
previously have been approved in writing by the Landlord such approval not to
be unreasonably withheld or delayed;


 


3.21        Not
to make alterations


 


3.21.1      Not
to alter cut maim injure or remove any of the principal or load-bearing walls
floors beams or columns of the Demised Premises nor to make any other
alterations or additions of a structural nature to the Demised Premises;


 


3.21.2      Not
to divide the Demised Premises nor to merge the Demised Premises with any
adjoining premises nor to erect any new building or erection on the Demised
Premises;


 


3.21.3      Not
to make or permit or suffer to be made any alteration or additions (whether
structural or non-structural) to the exterior of the Demised Premises;


 


3.21.4      Not
without the consent in writing of the Landlord such consent not to be
unreasonably withheld or delayed to make any alteration or addition to the
Conduits or the central heating air-conditioning sprinkler electrical or other
installations (if any) or the sanitary or hot and cold water systems at the
Demised Premises;


 


3.21.5      Not
to make in or upon the Demised Premises any alterations whatsoever which shall
in any way diminish the lettable floor area of the Demised Premises;


 


10





















 


3.21.6      Not
to make or permit or suffer to be made any internal alterations or additions of
a nonstructural nature to the Demised Premises save that the Tenant may install
alter and remove demountable partitioning in the Demised Premises on obtaining
the consent in writing of the Landlord to the position design and specification
thereof (such consent not to be unreasonably withheld or delayed) PROVIDED
ALWAYS THAT the Landlord may as a condition of giving any such consent require
the Tenant to enter into such covenants with the Landlord as the Landlord may
require as regards the execution of any such works and the reinstatement of the
Demised Premises at the end or sooner determination of the Term;


 


3.21.7      In
the event of the Tenant failing to observe this covenant it shall be lawful for
the Landlord and its agents or Surveyors with or without workmen and others and
all persons authorised by the Landlord with all necessary materials and
appliances to enter upon the Demised Premises and remove any alterations or
additions and execute such works as may be necessary to restore the Demised
Premises to their former state and the costs and expenses thereof (including
Surveyors’ and other professional fees) shall be paid by the Tenant to the
Landlord on demand;


 


3.22        Not
to prejudice easements


 


3.22.1      Not
by building or otherwise to stop up or darken any window or light in the
Demised Premises nor to stop up or obstruct any access of light enjoyed to the
Adjoining Property nor permit any new wayleave easement right privilege or
encroachment to be made or acquired into against or upon the Demised Premises
and in case any such easement right privilege or encroachment shall be made or
attempted to be made to give immediate notice thereof to the Landlord and to
permit the Landlord and its agents to enter upon the Demised Premises for the
purpose of ascertaining the nature of any such easement right privilege or
encroachment and at the request of the Landlord but at the joint cost of the
Landlord and the Tenant to adopt such means as may be reasonably required or
deemed proper for preventing any such encroachment or the acquisition of any
such easement right privilege or encroachment;


 


3.22.2      Not
to give to any third party any acknowledgement that the Tenant enjoys the
access of light to any of the windows or openings in the Demised Premises by
the consent of such third party nor to pay to such third party any sum of money
nor to enter into any agreement with such third party for the purpose of
inducing or binding such third party to abstain from obstructing the access of
light to any windows or openings and in the event of any of the owners or
occupiers of adjacent land or buildings doing or threatening to do anything
which obstructs the access of light to any of the said windows or openings to
notify the same forthwith to the Landlord and to permit the Landlord to bring
such proceedings as it may think fit in the name of and at the joint cost of
the Landlord and the Tenant against any of the owners and/or occupiers of the
adjacent land in respect of the obstruction of the access of light to any of
the windows or openings in the Demised Premises;


 


11





















 


3.23        Not
to make claims


 


Not at any time during
the Term to bring any action or make any claim or demand on account of any
injury to the Demised Premises in consequence of the erection of any building
or the alteration of any building on any land adjacent neighbouring or opposite
to the Demised Premises by the Landlord or for which the Landlord shall have
given its consent or for which the Landlord may give its consent pursuant to
any power reserved by this Lease or in respect of any easement right or
privilege granted or to be granted by the Landlord for the benefit of any land
or building erected or to be erected on any land adjacent neighbouring or
opposite to the Demised Premises and (if required) to concur with the Landlord
at its expense in any consent which it may give or any grant which it may make
as hereinbefore mentioned;


 


3.24        Alienation


 


3.24.1      Not
to:


 


(i)            assign
charge underlet or part with possession of part only of the Demised Premises
nor to agree to do so;


 


(ii)           part with
the possession of the whole or any part of the Demised Premises except by an
assignment or underletting permitted by this Clause 3.24;


 


(iii)          share
the possession or occupation of the whole or any part of the Demised Premises;


 


3.24.2      Not
to assign or agree to assign the whole of the Demised Premises unless:


 


(i)            the
assignee covenants with the Landlord to pay the rents and observe and perform
the Tenant’s covenants in this Lease during the residue of the Term or until
released pursuant to the 1995 Act;


 


(ii)           the Tenant
enters into an agreement guaranteeing the performance of the Tenant’s covenants
in this Lease by the assignee including the provisions set out in the Sixth
Schedule to the extent permitted by the 1995 Act;


 


(iii)          such
other persons as the Landlord reasonably require act as guarantors for the
assignee and enter into direct covenants with the Landlord including the
provisions set out in the Sixth Schedule;


 


3.24.3      Without
prejudice to Clause 3.24.2 not to assign the whole of the Demised Premises
without the Landlord’s written consent (not to be unreasonably withheld or
delayed);


 


3.24.4      Not
to underlet or agree to underlet the whole or any part of the Demised Premises
unless:


 


12





















 


(i)            the
intended underlease shall only be of the whole or part of the Demised Premises
and there shall be no more than two underleases of the Demised Premises at the
same time;


 


(ii)           the rent
payable under the underlease is:


 


(a)           not less
than the best rent reasonably obtainable in the open market for the Demised
Premises (or in the case of an underletting of part the relevant proportion
thereof or if higher the open market rental value of such part) without fine or
premium;


 


(b)           payable no
more than one quarter in advance;


 


(c)           to be
subject to upward only reviews to coincide with the rent reviews under this
Lease;


 


(iii)          the
undertenant covenants with the Landlord and in the underlease


 


(a)           to observe
and perform the Tenant’s covenants in this Lease (except for payment of the
rents) during the term of the underlease or until released pursuant to the 1995
Act;


 


(b)           not to
underlet share or part with possession or occupation of the whole or any part
of the underlet premises nor to assign or charge part only of the underlet
premises;


 


(c)           not to
assign the whole of the underlet premises without the Landlord’s prior written
consent (which shall not be unreasonably withheld or delayed);


 


(iv)          there is a
maximum of three occupiers of the Demised Premises at any one time who are
occupying the Demised Premises as Tenant under this Lease or as an underlessee
in accordance with the provisions of this Lease;


 


(v)           any
underlease of part of the Demised Premises is for a term not exceeding ten
years less three days;


 


(vi)          prior to
completion of any underlease of part of the Demised Premises or the occupation
by an undertenant or proposed undertenant of such part an order shall be
obtained from the court authorising the exclusion of Sections 24-28 of the
Landlord and Tenant Act 1954 in respect of such underlease (a declaration to
that effect being contained therein) and that a certified copy of such order be
supplied to the Landlord;


 


3.24.5      Without
prejudice to Clause 3.24.4 not to underlet the whole or any part of the
Demised Premises nor vary the terms of any underlease without the Landlord’s
written consent (not to be unreasonably withheld or delayed);


 


13





















 


3.24.6      To
take all necessary steps and proceedings to remedy any breach of the covenants
of the undertenant under the underlease and not to permit any reduction of the
rent payable by any undertenant and whenever requested by the Landlord to give
to the Landlord full details of all underleases of the Demised Premises and of
the rent payable;


 


3.25        Registration


 


Within twenty-one days
after the date of any assignment of this Lease or the grant of any underlease
of the Demised Premises or any assignment of such an underlease or the
execution of any mortgage or charge affecting this Lease as aforesaid or any
transfer of any such mortgage or charge or any devolution of the Term or of any
such underlease as aforesaid by assent or operation of law to give written
notice and to deliver a certified copy to the Landlord’s Solicitors (or as the
Landlord may from time to time direct) of such assignment underlease assignment
of underlease mortgage charge transfer of mortgage or charge or devolution as
aforesaid (and including in the case of an assignment notice of the amount of
any premium paid) and to pay or cause to be paid to the Landlord’s Solicitors
or as the Landlord may from time to time direct a reasonable fee not being less
than Twenty pounds for the registration thereof;


 


3.26        To
pay Landlord’s costs


 


To pay to the Landlord on
demand and on an indemnity basis all proper costs charges expenses damages and
losses both direct and indirect (including but without prejudice to the
generality of the foregoing Solicitors’ costs Counsels’ Architects’ and
Surveyors’ and other professional fees and commission payable to a bailiff)
properly incurred by the Landlord:


 


3.26.1      incidental
to the preparation and service of a notice under Section 146 of the Law of
Property Act 1925 and/or in or in contemplation of any proceedings under
Section 146 or 147 of the said Act (whether or not any right of re-entry
or forfeiture has been waived by the Landlord or a notice served under the said
Section 146 is complied with by the Tenant or the Tenant has been relieved
under the provisions of the said Act and notwithstanding forfeiture is avoided
otherwise than by relief granted by the count) and to keep the Landlord fully
indemnified against all costs charges expenses claims and demands whatsoever in
respect of the said proceedings and the preparation and service of the said
notice;


 


3.26.2      incidental
to or in contemplation of the preparation and service of a Schedule of
Dilapidations at any time during or after the expiration or earlier
determination of the Term;


 


3.26.3      in
connection with or procuring the remedying of any breach of covenant on the
part of the Tenant or any person deriving title under the Tenant contained in
this Lease;


 


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3.27        To
observe statutory requirements


 


At all times and from
time to time and at its own expense to execute all works as are or may under or
in pursuance of any Act of Parliament or European Community Law Regulation or
Directive already or hereafter to be passed be directed or required to be done
or executed upon or in respect of the Demised Premises or the user thereof
whether by the owner and/or the Landlord and/or the Tenant thereof or any
person deriving title thereunder and to comply with all notices which may be
served by the public local or statutory authority and not to do on the Demised
Premises any act or thing whereby the Landlord may become liable to pay any
penalty imposed or to bear the whole or any part of any expenses incurred under
any such Act as aforesaid and at all times to save harmless and keep
indemnified the Landlord against all claims demands costs expenses and
liability in respect of the foregoing;


 


3.28        Planning


 


In relation to the
Planning Acts:


 


3.28.1      At
all times during the Term to comply in all respects with the Planning Acts
insofar as they relate to the Demised Premises and to keep the Landlord
indemnified in respect thereof;


 


3.28.2      Not
to apply for nor implement any planning permission or other planning consent in
respect of the Demised Premises unless the application and permission or other
consent shall have been approved in writing by the Landlord;


 


3.28.3      Unless
the Landlord shall otherwise direct to carry out before the expiration or
determination of the Term (howsoever the same may be determined) any works
stipulated to be carried out to the Demised Premises by a date subsequent to
such expiration or sooner determination as a condition of any planning
permission which the Tenant has implemented or partially implemented;


 


3.28.4      Forthwith
after receiving notice of the same to give full particulars to the Landlord of
any order notice certificate designation direction or other such matter or any
proposal therefor made given or issued to the Tenant by any competent authority
under or by virtue of the Planning Acts affecting or capable of affecting the
Demised Premises and if so required by the Landlord to produce such matter or
proposal therefor to the Landlord;


 


3.28.5      At
the request of the Landlord but at the joint cost of the Landlord and the
Tenant to make or join with the Landlord in making such objection or
representation against or in respect of any proposal referred to in the
previous sub-clause as the Landlord shall deem expedient;


 


3.28.6      If
called upon so to do to produce to the Landlord all plans documents and other
evidence as the Landlord may reasonably require in order to satisfy itself that
the provisions of this Clause have been complied with;


 


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  3.28.7

  	
   

  	
  Not without the consent
  of the Landlord to enter into any planning obligation under Section 106
  of the Town and Country Planning Act 1990;

  
	
   

  	
   

  	
   

  
	
  3.28.8

  	
   

  	
  Not without the consent
  of the Landlord to serve any notice under Part VI of the Town and Country
  Planning Act 1990;

  



 


3.29                        To inform
Landlord of notices


 


Upon the happening of any
occurrence or upon the receipt of any notice order requisition direction or
other thing which may be capable of adversely affecting the Landlord’s interest
in the Demised Premises the Tenant shall forthwith at its own expense deliver
full particulars or a copy thereof to the Landlord;


 


3.30                        To inform
Landlord of contaminants defects
and to indemnify


 


To inform the Landlord
immediately in writing of the existence of any contaminant or pollutant on or
any defect in the Demised Premises which comes to the attention of the Tenant
which might give rise to a duty imposed by common law or statute on the
Landlord in favour of the Tenant or any other person and to indemnify the Landlord
in respect of all actions proceedings costs claims and demands which might be
made by any tenant occupier adjoining owner or any other person whatsoever or
any competent authority which may be incurred by reason of:


 


	
  3.30.1

  	
   

  	
  any use or occupation
  of the Demised Premises by the Tenant or in the execution of any alterations
  additions or repairs to the Demised Premises;

  
	
   

  	
   

  	
   

  
	
  3.30.2

  	
   

  	
  any breach or
  non-observance by the Tenant of the covenants conditions or other provisions
  of this Lease;

  
	
   

  	
   

  	
   

  
	
  3.30.3

  	
   

  	
  any interference or
  alleged interference or obstruction of any right or alleged right of light
  air drainage or other right or alleged right now existing for the benefit of
  any adjoining or neighbouring property;

  



 


PROVIDED THAT the Tenant
shall have no liability hereunder in respect of any act or event occurring
prior to the date of this Lease;


 


3.31                        To permit
reletting notices


 


To permit the Landlord to
fix and retain in a conspicuous position on the Demised Premises a notice-board
for the reletting (in the event of the termination for whatever reason of the
Term) and/or the sale of the same (but not so as to restrict or interfere
unreasonably with the access of light and air to the Demised Premises) and not
to take down or obscure the said notice-board and to permit all persons
authorised in writing by the Landlord or its agents to view the Demised
Premises at all reasonable hours in the daytime upon prior appointment having
been made;


 


16





















 


3.32                        Applications
for consent


 


Upon making an
application for any consent or approval which is required under this Lease the
Tenant shall disclose to the Landlord such information as the Landlord may
reasonably require and shall pay on demand and by way of indemnity all proper
and reasonable costs charges and expenses (including without limitation legal
costs Surveyors’ fees disbursements and stamp duty) property and reasonably
incurred by the Landlord resulting from all such applications by the Tenant
including costs charges fees and disbursements actually incurred in cases where
consent is refused or the application is withdrawn;


 


3.33                        To observe
covenants


 


To observe and perform
the agreements covenants and stipulations contained or referred to in the
documents referred to in the Fourth Schedule hereto so far as any of the same
are still subsisting and capable of taking effect and relate to the Demised
Premises and to keep the Landlord indemnified against all actions proceedings
costs claims and demands in any way relating thereto;


 


3.34                        To remedy
breaches by underlessees


 


In the event of a breach
non-performance or non-observance of any of the covenants conditions agreements
and provisions contained or referred to in this Lease by any underlessee or
other person holding the Demised Premises as underlessee of the Tenant
forthwith upon discovering the same to take and institute at its own expense
all necessary steps and proceedings to remedy such breach non-performance or
non-observance;


 


3.35                        Yielding
up


 


3.35.1                  immediately prior to the expiration
or sooner determination of the Term at the cost of the Tenant:


 


	
  (i)

  	
   

  	
  to replace any of the
  Landlord’s fixtures and fittings which shall be missing broken damaged or
  destroyed with others of a similar character and of equal value;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  to remove every
  moulding sign writing or painting of the name or business of the Tenant or
  other occupiers from the Demised Premises and to remove all tenant’s fixtures
  and fittings furniture and effects from the Demised Premises making good to
  the satisfaction of the Landlord all damage caused by either such removal;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  if so requested by the
  Landlord to remove and make good all alterations or additions made to the
  Demised Premises at any time during the Term and well and substantially to
  reinstate the Demised Premises in such manner as the Landlord shall direct
  and to its satisfaction;

  



 


17





















 


	
  (iv)

  	
   

  	
  if so requested by the
  Landlord to remove from the Demised Premises or render harmless to the satisfaction
  of the Landlord any contamination or pollution adversely affecting the
  Demised Premises which has been caused directly or indirectly by the Tenant
  its servants agents licensees or invitees;

  



 


3.35.2                  At the expiration or sooner
determination of the Term (howsoever the same be determined) to yield up to the
Landlord the Demised Premises in such good and substantial repair and condition
as shall be in accordance with the covenants on the part of the Tenant herein
contained together with all fixtures fittings improvements and additions which
now are or may at any time hereafter be in or about the Demised Premises (but
excepting tenant’s fixtures and fittings) and in the event of the Tenant
failing so to yield up the Demised Premises to pay to the Landlord on demand by
way of liquidated damages:


 


	
  (i)

  	
   

  	
  the cost of putting the
  Demised Premises into the state of repair condition and decoration in which
  they should have been had the Tenant complied with the terms of this Lease;
  and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  a sum equivalent to the
  rent FIRST reserved at the rate payable at the expiration of the Term for
  such period as is reasonably necessary to put the Demised Premises into the
  state of repair condition and decoration in which they should have been; and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  on an indemnity basis
  all proper and reasonable costs and expenses (including Surveyors’ and other
  professional fees) incurred by the Landlord in connection with the matters
  referred to in this sub-clause 3.35.2;

  



 


3.36                        Telecommunications
Act 1984


 


Without prejudice to any
other provisions of this Lease to give notice to the Landlord of any rights to
be granted by the Tenant pursuant to the Telecommunications Act 1984 and full
details of any works to be carried out prior to or as a result of the grant of
such rights and (unless such rights or works shall have been approved by the
Landlord under any other provision of this Lease) to withhold any agreement in
writing by the Tenant to such rights or works for so long as the Tenant shall
be competent to do so or for so long as shall be necessary to afford the
Landlord a reasonable opportunity to make representations to the operator (as
in the said Act defined) concerning any aspect of the rights or works which may
affect the Landlord or any other tenant of the Landlord (whichever period shall
be the shorter);


 


3.37                        To pay VAT


 


To pay to the Landlord by
way of additional rent Value Added Tax at the rate for the time being in force
chargeable in respect of any rent or other payment made or other consideration
provided by the Tenant under the terms of or in connection with this Lease and
in every case where an amount of money is payable or consideration is provided


 


18





















 


under this Lease such
amount or consideration shall be regarded as being exclusive of all Value Added
Tax which may from time to time be legally payable thereon and such Value Added
Tax shall be payable on the due date for the payment of such amount or the
provision of such consideration;


 


3.38                        Reimbursement
of VAT


 


In every case where the
Tenant has agreed to reimburse the Landlord in respect of any payment made by
the Landlord under the terms of or in connection with this Lease that the
Tenant shall also reimburse any Value Added Tax paid by the Landlord on such payment
but only to the extent that the Landlord is unable to recover such Value Added
Tax from H M Customs & Excise.


 


4                                         Landlord’s
Covenants


 


The Landlord HEREBY
COVENANTS with the Tenant while the reversion immediately expectant on the Term
is vested in it as follows:


 


4.1                               Quiet enjoyment


 


That the Tenant paying
the rents hereby reserved and performing and observing the covenants and
agreements on the part of the Tenant hereinbefore contained shall and may
peaceably hold and enjoy the Demised Premises during the Term without any
interruption by the Landlord or any person rightfully claiming through under or
in trust for it;


 


4.2                               To insure


 


That subject to the
Tenant paying the rent fourthly hereinbefore reserved at the times and in the
manner provided in Clause 2 hereof and unless such insurance shall be
vitiated in whole or in part by any act neglect default or omission of the
Tenant or any person deriving title under the Tenant or of its or their
servants agents licensees or invitees the Landlord will:


 


	
  4.2.1

  	
   

  	
  at all times during the
  Term insure and keep insured the Demised Premises with the Insurers against
  loss or damage by the Insured Risks in the Full Cost of Reinstatement thereof
  and the Loss of Rent; and

  
	
   

  	
   

  	
   

  
	
  4.2.2

  	
   

  	
  if reasonably required
  by the Tenant produce to the Tenant reasonable evidence from the Insurers of
  the terms of the policy of such insurance and the fact that the policy is
  subsisting and in effect; and

  
	
   

  	
   

  	
   

  
	
  4.2.3

  	
   

  	
  in case of destruction
  or damage of the Demised Premises by any of the Insured Risks then unless
  payment of the insurance moneys shall be refused in whole or in part by
  reason of or arising out of any act neglect or default of the Tenant or any
  person deriving title under the Tenant or of its or their servants agents
  licensees or invitees subject to obtaining all necessary planning consents
  and all other necessary licences approvals and consents with all reasonable
  speed cause all

  



 


19





















 


	
   

  	
   

  	
  moneys received in
  respect of such insurance (other than in respect of rent and fees) to be paid
  out in the rebuilding and reinstatement of the premises so destroyed or
  damaged substantially as the same were prior to any such destruction or
  damage PROVIDED THAT:

  



 


	
  (i)

  	
   

  	
  any rebuilding or
  reinstatement of the Demised Premises may be in the form of modern premises
  similar to the Demised Premises; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  the Landlord shall not
  be liable to rebuild or reinstate the Demised Premises if the Landlord is
  unable (having used all reasonable endeavours) to obtain all necessary
  planning consents and all other necessary licences approvals and consents
  necessary to execute such rebuilding and reinstatement and in such event the
  Term shall forthwith absolutely cease and determine but without prejudice to
  any claim by either party against the other in respect of any antecedent
  breach of covenant and the Landlord shall be solely entitled to retain all
  the moneys payable under or by virtue of any such insurance;

  



 


4.3                               To provide services


 


That subject to the
Tenant paying the rent FIFTHLY hereinbefore reserved the Landlord will use its
reasonable endeavours to provide the services specified in paragraph 1 of
Parts II and III of the Fifth Schedule hereof.


 


5                                         Provisos


 


5.1                               Forfeiture


 


	
  5.1.1

  	
   

  	
  If the rents hereby
  reserved or any part thereof shall at any time be in arrear for twenty-one
  days after the same shall have become due (whether formally demanded or not);
  or

  
	
   

  	
   

  	
   

  
	
  5.1.2

  	
   

  	
  if there shall be any
  breach non-performance or non-observance of any of the covenants and conditions
  on the part of the Tenant contained in this Lease; or

  
	
   

  	
   

  	
   

  
	
  5.1.3

  	
   

  	
  if the Tenant shall
  suffer any distress or other execution to be levied on the Demised Premises
  or any part thereof or any contents therein; or

  
	
   

  	
   

  	
   

  
	
  5.1.4

  	
   

  	
  if a Bankruptcy Order
  or an Administration Order is made in respect of the Tenant; or

  
	
   

  	
   

  	
   

  
	
  5.1.5

  	
   

  	
  if a resolution is
  passed or an Order is made for the winding-up of the Tenant otherwise than a
  member’s voluntary winding-up of a solvent company for the purpose of
  amalgamation or reconstruction previously approved by the Landlord (such
  approval not to be unreasonably withheld or delayed); or

  
	
   

  	
   

  	
   

  
	
  5.1.6

  	
   

  	
  If a receiver or
  administrative receiver is appointed over the whole or any part of the
  property assets or undertaking of the Tenant; or

  



 


20





















 


	
  5.1.7

  	
   

  	
  If the Tenant is struck
  off the Register of Companies or is dissolved or (being a corporation or
  company incorporated outside Great Britain) is dissolved or ceases to exist
  under the laws of the country or state of its incorporation; or

  
	
   

  	
   

  	
   

  
	
  5.1.8

  	
   

  	
  If the Tenant being a
  company is deemed unable to pay its debts within the meaning of
  Section 123 of the Insolvency Act 1986 or if the Tenant being an
  individual appears to be unable to pay his debts within the meaning of
  Section 268 of the Insolvency Act 1986;

  



 


then and in any such case
it shall be lawful for the Landlord at any time thereafter to re-enter into and
upon the Demised Premises or any part thereof in the name of the whole and to
have again repossess and enjoy the Demised Premises as in their former estate
and thereupon the Term shall absolutely cease and determine but without
prejudice to any rights or remedies of the Landlord in respect of any
antecedent breach of any of the covenants or conditions contained in this
Lease;


 


5.2                               No implied easements


 


Neither the granting of
this Lease nor anything herein contained shall by implication of law or
otherwise operate or be deemed to confer upon the Tenant any easement right or
privilege whatsoever (save as expressly hereby granted) over or against the
Estate or any Adjoining Property or which would or might restrict or
prejudicially affect the future rebuilding alteration or development of the
Estate or any Adjoining Property and the Landlord shall have the right at any
time to make such alterations to or to pull down and rebuild or redevelop the
Estate or any Adjoining Property as it may deem fit without obtaining any
consent from or making any compensation to the Tenant;


 


5.3                               No restrictions on
adjoining property


 


Neither the granting of
this Lease nor anything herein contained or implied shall impose or be deemed
to impose any restriction on the use of any land or building not comprised in
this Lease or give the Tenant the benefit of or the right to enforce or to have
enforced or to prevent the release or modification of any covenant agreement or
condition entered into by any purchaser from or by any lessee or occupier of
the Landlord in respect of property not comprised in this Lease or prevent or
restrict in any way the development of any land not comprised in this Lease;


 


5.4                               No compensation


 


Except where any Act of
Parliament prohibits or modifies the right to compensation being excluded or
reduced by agreement neither the Tenant nor any undertenant (whether immediate
or derivative) shall be entitled on quitting the Demised Premises or any part
thereof to claim any compensation from the Landlord under the Landlord and
Tenant Act 1954 or any other Act of Parliament whether enacted before or after
the date hereof;


 


21





















 


5.5                               Cesser of rent


 


In case the Demised
Premises or any part thereof shall at any time during the Term be so damaged or
destroyed by any of the Insured Risks as to render the Demised Premises unfit
for occupation and use in accordance with the terms and provisions of this
Lease then (unless the insurance money payable under any policy of insurance
effected or caused to be effected by the Landlord shall be wholly or partially
irrecoverable by reason solely or in part of any act or default of the Tenant
or any person deriving title under the Tenant or any of its servants agents
licensees or invitees) the rent FIRST hereinbefore reserved and for the time
being payable hereunder or a fair proportion thereof according to the nature
and extent of the damage sustained shall be suspended until the Demised
Premises shall again be rendered fit for occupation and use and any dispute
with reference to this proviso shall be referred to arbitration in accordance
with the Arbitration Acts 1950 and 1979;


 


5.6                               Notices


 


The provisions of
Section 196 of the Law of Property Act 1925 as amended by the Recorded
Delivery Service Act 1962 shall apply to the giving and service of all notices
and documents under or in connection with this Lease except that
Section 196 shall be deemed to be amended so that the final words of
Section 196(4) ‘... and that service... be delivered’ shall be deleted and
there shall be substituted and that service shall be deemed to be made on the
third Working Day after the registered letter has been posted “Working Day”
meaning any day from Monday to Friday (inclusive) other than Christmas Day Good
Friday and any statutory bank holiday in England;


 


5.7                               Exclusion of S.62 LPA


 


The operation of
Section 62 of the Law of Property Act 1925 shall be excluded from this
Lease and the only rights granted to the Tenant are those expressly set out in
this Lease and the Tenant shall not by virtue of this Lease be deemed to have
acquired or be entitled to and the Tenant shall not during the Term acquire or
become entitled by any means whatsoever to any easement from or over or
affecting any other land or premises now or at any time hereafter belonging to
the Landlord and not comprised in this Lease;


 


5.8                               Representation


 


The Tenant acknowledges
that this Lease has not been entered into in reliance wholly or partly on any
statement or representation made by or on behalf of the Landlord except any
such statement or representation that is expressly set out in this Lease.


 


6                                         Rent review


 


PROVIDED ALWAYS AND IT IS
HEREBY FURTHER AGREED that:


 


22





















 


6.1                               Date of review


 


With effect from the
expiration of the fifth year of the Term (the time being computed from the date
of the commencement of the Term and the date of expiration of each such period
being hereinafter referred to as the “Date of Review”) the FIRST yearly rent
payable in respect of the Demised Premises shall be such an amount as shall be
the greater of (a) the yearly amount of the FIRST rent payable by the Tenant to
the Landlord immediately before the Date of Review (disregarding any suspension
or abatement of the rent FIRST reserved pursuant to Clause 5(5) hereof)
and (b) an amount (hereinafter called “the Revised Rent”) which shall represent
the Rack Rental Market Value (as hereinafter defined) of the Demised Premises
at each the Date of Review assessed in accordance with the following provisions
of this Clause;


 


6.2                               Valuation


 


“The Rack Rental Market
Value” of the Demised Premises shall be the best annual rent (exclusive of any
Value Added Tax chargeable thereon) reasonably obtainable in the open market
for the Demised Premises let as a whole at the Date of Review:


 


	
  6.2.1

  	
   

  	
  for a term equal to the
  Term hereby granted commencing on the Date of Review as between a willing
  lessor and willing lessee with vacant possession without payment of a fine or
  premium and in all other respects on the terms and conditions of this Lease
  (except as the amount of rent but including the provisions for rent review);

  
	
   

  	
   

  	
   

  
	
  6.2.2

  	
   

  	
  upon the suppositions
  (if not facts):

  



 


	
  (i)

  	
   

  	
  that all parts of the
  Demised Premises are then ready fit and available for immediate use and
  occupation for the purposes herein stated and could and would be Immediately
  occupied by any willing lessee or underlessee; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  that the Tenant has
  complied with all the obligations on its part imposed by this Lease (but
  without prejudice to any rights of either party in regard thereto); and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  that no work has’ been
  carried out to the Demised Premises which has diminished the rental value of
  the Demised Premises; and

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  that if the Demised
  Premises or any part thereof shall have been destroyed or damaged the same
  had before the Date of Review been fully reinstated;

  



 


and taking no account of:


 


23





















 


6.2.3


 




	
  (i)

  	
   

  	
  any goodwill
  attributable to the Demised Premises by reason of any trade or business
  carried on therein by the Tenant or any undertenant or their respective
  predecessors in title; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  any effect on rent of
  any improvements at the Demised Premises (to which the Landlord shall have given
  written consent) carried out otherwise than in pursuance
  of an obligation to the Landlord or its predecessors in title by the Tenant
  its undertenants or their respective predecessors in title during the Term
  [or during any period of occupation prior thereto arising out of an agreement
  to gram the Term]; and

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  any effect on rent of
  the fact that the Tenant or any permitted undertenant or their respective
  predecessors in title may have been in occupation of the Demised Premises;
  and

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  any restriction as to
  the use to which the Demised Premises may be put or the class of persons who
  may use the Demised Premises; and

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  any conditions
  contained in any planning permission applied for by or on behalf of the
  Tenant which adversely affect the Demised Premises;

  





 


6.2.4                        provided always that the Rack
Rental Market Value shall be ascertained without making any discount reduction
or allowance to reflect (or compensate the Tenant for the absence of) any rent
free period or concessionary rent period or other inducement which on a new
letting with vacant possession might be granted to the incoming tenant for a
period within which its fitting out works would take place so that such Rack
Rental Market Value shall be that which would be payable after the expiry of
any such rent free or concessionary rent period and after receipt of any such
contribution or other inducement;


 


6.3                               Arbitration


 


6.3.1                        For the purposes of this Clause
“Surveyor” shall mean a Chartered Surveyor who shall be agreed upon by the
parties hereto or in the absence of agreement to be nominated at the request of
either party by the President (or if he is unable to act the Vice President)
for the time being of The Royal Institution of Chartered Surveyors and who
shall act and be deemed to act as an arbitrator in accordance with the
Arbitration Acts 1950 and 1979;


 


6.3.2                        If the Landlord and the Tenant
shall not agree on the amount of the Rack Rental Market Value as aforesaid by
the Date of Review then at the election of the Landlord or the Tenant the
amount aforesaid shall be decided by a Surveyor to be agreed or appointed as
aforesaid;


 


6.3.3                        The fees payable to the
President or the Vice-President of The Royal Institution of Chartered Surveyors
and to any Surveyor shall be borne and paid by the Landlord 


 


24





















 


and the Tenant in such shares and in such manner as
the Surveyor shall determine and failing such determination and subject thereto
in equal shares;


 


6.4                               Upwards only


 


Notwithstanding the
decision of the Surveyor hereinbefore referred to in no event shall the FIRST
yearly rent payable by the Tenant after the Date of Review be less than the
FIRST yearly rent payable (disregarding any suspension or abatement of the rent
FIRST reserved pursuant to Clause 5(5) hereof) by the Tenant immediately
before the Date of Review;


 


6.5                               Payment after Date of
Review


 


In the event that by the
Date of Review the amount of the Revised Rent has not been agreed between the
parties hereto or determined as aforesaid then in respect of the period of time
(hereinafter called “the Interval”) beginning with the Date of Review and
ending on the Quarter Day immediately following the date upon which the amount
of the Revised Rent is agreed or determined as aforesaid (which date is
hereinafter called “the Late Payment Date”) the Tenant shall continue to pay to
the Landlord in manner hereinbefore provided the FIRST rent at the yearly rate
thereof payable immediately before the Date of Review Provided that on the Late
Payment Date there shall be due as a debt payable by the Tenant to the Landlord
(without any requirement for any demand therefor by the Landlord) as arrears of
rent an amount (hereinafter called “the Balancing Payment”) equal to the
difference between what should have been paid on each Quarter Day had the
Revised Rent been determined by the Date of Review and the amount actually paid
during the Interval and apportioned on a daily basis in respect of the Interval
together with by way of additional rent interest at 4% below the Prescribed
Rate on such amount such interest being payable for the period on and from the
Quarter Day upon which each instalment would have been due had the Revised Rent
been determined up to the date of payment of the Balancing Payment;


 


6.6                               Statutory restrictions


 




If at any Date of Review
the Landlord shall be obliged legally or otherwise to comply with any Act of
Parliament dealing with the control of rent and which shall restrict or modify
the Landlord’s right to revise the FIRST rent in accordance with the terms of
this Lease or which shall restrict the right of the Landlord to demand or
accept payment of the full amount of the FIRST rent for the time being payable
under this Lease then the Landlord shall on each
occasion that any such enactment is removed relaxed or
modified be entitled on giving not less than three months’ notice in writing to
the Tenant expiring after the date of each such removal relaxation or
modification to introduce an intermediate review date (hereinafter called “the
Intermediate Review Date”) which shall be the date of expiration of such notice
and the rent payable hereunder from an Intermediate Review Date to the next
succeeding Date of Review or Intermediate Review Date (whichever shall first
occur) shall be determined in like manner as the rent payable from each date of
review as hereinbefore provided;




 


25





















 


6.7                               Memorandum


 


As soon as the amount of
FIRST rent payable after the Date of Review has been agreed or ascertained in
accordance with the terms hereof (and if required by the Landlord so to do) the
Landlord and the Tenant will forthwith sign a memorandum thereof prepared by
the Landlord specifying the yearly amount of the Revised Rent;


 


6.8                               Time not of essence


 


Time shall not be of the
essence for the purposes of this Clause.


 


The First Schedule before referred to

Particulars of the Demised Premises


 


All that land and
building known as Wellington House Worton Grange Imperial Way Reading shown for
the purpose of identification only edged red on Plan A.


 


The Second Schedule before referred to

Easements and other rights included in the demise


 


1                                          Subject
to compliance with the regulations relating thereto laid down in writing by the
Landlord from time to time the rights:


 


1.1                                 (In
common with the Landlord and all other persons having a like right) to pass and
repass with or without vehicles over and along the roadways the service yards
circulation areas of the service yards and the car park within the Estate Areas
and the Worton Court Areas leading to and from the loading/unloading areas and
the car parking spaces referred to in paragraph 1.2 below to and from the
Demised Premises;


 


1.2                                 Subject
to such regulations as to the direction of traffic and the safety of users as
the Landlord may from time to time make to park 72 motor cars (being private
motor cars or light vans only) in such car parking spaces within the Worton
Court Areas as the Landlord shall from time to time designate and to load and
unload vehicles delivering goods to and from the Demised Premises in such part
of the Worton Court Areas and at such times as the Landlord shall from time to
time designate;


 


2                                          The
right (in common as aforesaid) of free passage and running of water soil gas
electricity telephone heating and other services from and to the Demised
Premises through the Conduits now or during the period of eighty years from the
date hereof (which shall be the Perpetuity Period applicable to this Lease) in
or under the Estate and/or Worton Court and serving or constructed to serve the
Demised Premises provided that the Landlord may at any time during the
Perpetuity Period alter the route of any such Conduits;


 


3                                          The
right to place refuse in the area shown edged orange on Plan A subject to such
reasonable regulations as the Landlord may make from time to time as to the
type and quantity of refuse so placed;


 


26





















 


4                                          The
right (in common as aforesaid) to use such water supply and installations for
fire fighting as the Landlord may from time to time provide.


 


The Third Schedule before referred to

Exceptions and Reservations out of the demise


 


In favour of the Landlord
and its lessees agents and licensees and all other persons who now have or may
hereafter be granted similar rights by the Landlord:


 


1                                          The
right to erect or to consent hereafter to any person erecting a new building or
to alter any building for the time being on Worton Court the Estate or the
Adjoining Property in such manner as the Landlord or the person or persons
exercising such right may think fit and notwithstanding that such alteration or
erection may diminish the access of light and air enjoyed by the Demised
Premises and the right to deal with Worton Court the Estate and the Adjoining
Property as it may think fit;


 


2                                          At
all reasonable times so far as may be necessary or desirable with or without
workmen the right on giving reasonable notice (except in emergency) to the
Tenant to enter and remain upon the Demised Premises with all necessary tools
appliances and materials (making good all damage occasioned thereby to the
Demised Premises the Tenant’s equipment and fixtures and fittings) for the
purpose of inspecting maintaining cleaning renewing repairing altering or
rebuilding any part of Worton Court and/or the Estate and to cleanse empty
repair and renew any of the Conduits belonging to the same and for the purpose
of reading meters.


 


3                                          The
right of passage and running of water steam soil gas telephone electricity
telegraphic and other services and supplies of whatsoever nature from and to
Worton Court the Estate or the Adjoining Property through such of the Conduits
serving the same which now are or may before the expiration of a period of
eighty years from the date hereof (which is the Perpetuity Period applicable to
this Lease) be in on or under the Demised Premises and the right to enter upon
the Demised Premises for the purpose of inspecting repairing renewing relaying
cleansing maintaining and connecting up to any such existing or future Conduits
making good all damage occasioned thereby to the Demised Premises the Tenant’s
equipment and fixtures and fittings;


 


4                                          The
right to erect scaffolding for the purpose of repairing cleaning or altering
any buildings which now are or may before the expiration of a period of eighty
years from the date hereof be on Worton Court notwithstanding that such
scaffolding may temporarily restrict the access to or enjoyment and use of the
Demised Premises;


 


5                                          The
right to close on reasonable notice (except in case of emergency) the Estate
Areas and/or the Worton Court Areas for the purpose of complying with the
covenant on the part of the Landlord contained in Clause 4(3) hereof or
for any other reasonable purpose.


 


27





















 


The Fourth Schedule before referred to

Documents which affect or relate to the Demised Premises


 


The matters contained or
referred to in the Property and Charges Registers of Title Number BK160142.


 


The Fifth Schedule before referred to

Service Charge

Part I


 


1                                          In this Schedule:


 


1.1                                 Financial Year shall mean the year ending
on 24th December or such other period of not less than six months or more than
eighteen months as the Landlord may in its discretion from time to time
determine as being that in respect of which the accounts of the Landlord
relating to Worton Court and the Estate shall be made up;


 


1.2                                 First Year means the period from the date
of commencement of the Term to the end of the current Financial Year;


 


1.3                                 Last Year means the period to the
determination of the Term from the end of the preceding Financial Year;


 


1.4                                 the Worton Court Expenditure means the
total cost of the services and expenses mentioned in Part II of this Schedule
taking account (inter alia) of disbursements of a periodically recurring nature
(by regular or irregular periods) whether incurred before during or after the
Term;


 


1.5                                 the Worton Court Service Charge Proportion
means a fair and proper proportion to be reasonably determined by the Landlord
or its Surveyors of the total expenditure incurred by the Landlord in the
provision of the services and expenses specified in Part II of this Schedule;


 


1.6                                 the Estate Service Expenditure means the
total cost of the services and expenses mentioned in Part III of this Schedule
taking account (inter alia) of disbursements of a periodically recurring nature
(by regular or irregular periods) whether incurred before during or after the
Term;


 


1.7                                 the Estate Service Charge Proportion means
a fair and proper proportion to be reasonably determined by the Landlord or Its
Surveyors of the total expenditure incurred by the Landlord in a provision of
the services and expenses specified in Part III of this Schedule;


 


1.8                                 the Proportion means the Worton Court
Service Charge Proportion and the Estate Service Charge Proportion;


 


28





















 


1.9                                 the Accounting Agent means the Landlord’s
Surveyor or managing agent (who may in either case be an employee of the
Landlord or a company within the same group of companies as the Landlord).


 


2


 


2.1                                 The
Service Charge shall in relation to any full Financial Year during the Term be
the Worton Court Service Charge Proportion of the Worton Court Expenditure and
the Estate Service Charge Proportion of the Estate Service Expenditure in
respect of such Financial Year together with Value Added Tax thereon of any);


 


2.2                                 The
Service Charge shall in relation to the First Year and Last Year be such part
of the Proportion in respect of the relevant Financial Year as the Accounting
Agent shall certify as being appropriate having regard to the length of the
First Year or the Last Year (as the case may be) in relation to the relevant
Financial Year together with Value Added Tax thereon (if any).


 


3                                          The
Landlord shall have the right to adjust the Proportion to make allowances for
difference in repairs services and facilities provided or supplied to or
enjoyable by the tenants of Worton court or the Estate from time to time.


 


4


 


4.1                                 The
Tenant shall pay the Landlord’s or the Accounting Agent’s reasonable estimate
of the Service Charge for the First Year the sum of £4,825 being payable on the
date hereof and the balance by equal instalments on the subsequent Quarter Days
In the First Year;


 


4.2                                 The
Tenant shall pay the Landlord’s or the Accounting Agent’s reasonable estimate
of the Service Charge for each subsequent Financial Year on account by equal
instalments on the usual Quarter Days or such other four quarterly days as the
Landlord or the Accounting Agent shall from time to time prescribe Provided
that if the Tenant shall not have received notice of such estimate in respect
of any Financial Year it shall on such Quarter Days pay an amount equal to the
last quarterly payment on account in the preceding Financial Year and any
requisite adjustment shall be made to the first quarterly payment after such
notice is given.


 


5


 


5.1                                 The
amount of the Service Charge shall be ascertained and certified by a
certificate (hereinafter called the Certificate)
signed by the Accounting Agent acting as an expert and not as an arbitrator so
soon after the end of each Financial Year as may be practicable.  In the event of (i) the estimated Service
Charge being less than the Service Charge so certified the Tenant shall
forthwith on demand pay to the Landlord the difference between the estimated
service Charge and the Service Charge so certified or (ii) the estimated
Service Charge being in excess of the Service Charge so certified the
overpayment shall be allowed against the payment of Service Charge for the next
succeeding quarter or at the Landlord’s discretion refunded to the Tenant;


 


29





















 


5.2                                 A
copy of the Certificate for a Financial Year shall be supplied by the Landlord
to the Tenant without charge to the Tenant;


 


5.3                                 The
Certificate shall contain a summary of the Service Expenditure incurred by the
Landlord during the Financial Year to which it relates together with a summary
of the relevant details and figures forming the basis of calculation of the
Service Charge and the Certificate (or a certified copy thereof) shall be
conclusive evidence for the purposes hereof of the matters of fact which it
purports to certify save for any manifest errors.


 


6                                          The
Landlord shall have the right to operate the Service Charge provisions
contained in this part of this Schedule separately for each of the Worton Court
Expenditure and the Estate Service Expenditure and in particular but without
prejudice to the generality of the foregoing the Landlord shall have the right
to use a different Financial Year for each of the Expenditures referred to
above and to procure separate Certificates for each of the Expenditures
referred to above.


 


Part
11

(Worton Court)


 


1                                         Services


 


1.1                                 Maintenance
repair remarking renewal cleansing decoration and lighting of the Worton Court
Areas including any boundary walls and fences.


 


1.2                                 Maintenance
of all lighting equipment sewers drains water courses gutters rainwater pipes
wires cables and supply lines which service the Worton Court Areas.


 


1.3                                 Providing
and maintaining such signs direction boards and traffic controls for the Worton
Court Areas as the Landlord may deem to be necessary.


 


1.4                                 Provision
of such security measures (including burglar alarms security guards electronic
surveillance systems and automatic security barriers) for the Worton Court
Areas as the Landlord may deem to be necessary.


 


1.5                                 Providing
and maintaining (at the Landlord’s absolute discretion) any plants shrubs trees
or garden or grassed areas in the Worton Court Areas and keeping the same
watered planted and free from weeds and the grass cut.


 


1.6                                 Providing
maintaining and renewing such fire fighting and fire prevention equipment for
the Worton Court Areas as the Landlord may deem to be necessary.


 


Part
II

(Worton Court)


 


2                                         Expenses


 


2.1                                 Premiums
incurred by the Landlord in insuring against property owners’ liability
employers’ liability and third party liability and any other insurance
maintained by the


 


30





















 


Landlord in
respect of the Worton Court Areas (including insuring plant and machinery against
damage or destruction).


 


2.2                                 Any
existing or future taxes rates charges duties assessments impositions and
outgoing whatsoever in respect of the Worton Court Areas excluding any tax
payable as a direct result of any dealing by the Landlord with its interest in
the Worton Court Areas or any part thereof.


 


2.3                                 All
charges assessments and outgoings for electricity gas oil and other fuels
telephone water and public or statutory utilities payable in respect of the
Worton Court Areas.


 


2.4                                 Taking
all steps for complying with or making representations against or otherwise
contesting the incidence of the provision of any legislation or orders or
statutory requirements thereunder concerning town planning compulsory purchase
public health highways streets drainage or other matters relating to or alleged
to relate to the Worton Court Areas or any requirement of any public or local
authority relating thereto.


 


2.5                                 Providing
premises in connection with the management security and maintenance of the
Worton Court Areas including workshop and office living accommodation for staff
employed for purposes connected with the Worton Court Areas (including the cost
of office and cleaning equipment furniture and other like costs and in respect
of any such premises within the Building a notional rent in respect of any
thereof equivalent to the open market rental value thereof assuming them to be
available for use as storage space within the Building).


 


2.6                                 Providing
management security maintenance cleaning and other staff and/or contractors
including providing to all persons from time to time employed by the Landlord
or its agents for purposes connected with the Worton Court Areas wages salaries
special clothing and uniforms rest rooms pension fund contributions payments in
respect of National Health Insurance and other payments required to be made by
statute and other benefits.


 


2.7                                 Providing
inspecting maintaining repairing and renewing signs signposts location maps and
displays in or upon the Worton Court Areas.


 


2.8                                 The
proper fees of any agents retained by the Landlord to manage the Worton Court
Areas or (at the discretion of the Landlord) ten per centum of the expenses and
outgoings incurred by the Landlord in providing the services and facilities and
making the payments mentioned in Part III of this Schedule (excluding this
paragraph).


 


2.9                                 The
proper fees charges and expenses of any accountants surveyors architects
engineers solicitors or any professional advisors employed for the purposes of
or in connection with any of the provisions of Part III of this Schedule.


 


2.10                           Borrowing
any necessary sums for or in connection with the provision of the services set
out in paragraph 1 of Part II of this Schedule including the interest
commission banking charges or other charges thereof.


 


31





















 


2.11                           Providing
maintaining repairing renewing and insuring machinery and equipment used in
connection with the provision of the services set out in paragraph 1 of
Part Il of this Schedule and the costs of leasing any such machinery and
equipment.


 


2.12                           Establishing
and maintaining financial reserves to meet the future costs (as from time to
time estimated by the Landlord) of performing its obligations referred to in
paragraph 1 of Part II of this Schedule.


 


2.13                           Whenever
and as often as the Landlord shall properly think fit enforcing any covenant or
condition or exercising any right of entry contained in any lease underlease
licence or agreement relating to the Worton Court Areas or any part thereof.


 


2.14                           Providing
any other services and facilities as the Landlord may reasonably deem to be
necessary or desirable (a) in the interest of good estate management or (b) for
the benefit of the tenants of the Worton Court Areas.


 


Part
III

(The Estate)


 


1                                         Services


 


1.1                                 Maintenance
repair remarking renewal rebuilding cleansing decoration and lighting of the
Estate Areas including any boundary wails and fences.


 


1.2                                 Maintenance
repair renewal and relaying of all lighting equipment sewers drains
watercourses gutters rainwater pipes wires cables and supply lines which
service the Estate Areas.


 


1.3                                 Providing
and maintaining such signs structures for signs direction boards and traffic
controls for the Estate Areas as the Landlord may deem to be necessary.


 


1.4                                 Provision
of such security measures (including burglar alarms security guards electronic
surveillance systems and automatic security barriers) for the Estate Areas as
the Landlord may deem to be necessary.


 


1.5                                 Providing
and maintaining (at the Landlord’s absolute discretion) any plants shrubs trees
garden or grassed areas in the Estate Areas and keeping the same watered
planted and free from weeds and the grass cut.


 


1.6                                 Providing
maintaining and renewing such fire fighting and fire prevention equipment for
the Estate Areas as the Landlord may deem to be necessary.


 


32





















 


Part
III

(The Estate)


 


2                                         Expenses


 


2.1                                 Premiums
incurred by the Landlord in insuring against property owners’ liability
employers’ liability and third party liability and any other insurance
maintained by the Landlord in respect of the Estate Areas (including insuring
plant and machinery against damage or destruction).


 


2.2                                 Any
existing or future taxes rates charges duties assessments impositions and outgoings
whatsoever in respect of the Estate Areas excluding any tax payable as a direct
result of any dealing by the Landlord with its interest In the Estate Areas or
any part thereof.


 


2.3                                 All
charges assessments and outgoings for electricity gas oil and other fuels
telephone water and public or statutory utilities payable in respect of the
Estate Areas.


 


2.4                                 Taking
all steps for complying with or making representations against or otherwise
contesting the incidence of the provision of any legislation or orders or
statutory requirements thereunder concerning town planning compulsory purchase
public health highways streets drainage or other matters relating to or alleged
to relate to the Estate Areas or any requirement of any public or local
authority relating thereto.


 


2.5                                 Providing
premises in connection with the management security and maintenance of the
Estate Areas including workshop and office living accommodation for staff
employed for purposes connected with the Estate Areas (including the cost of
office and cleaning equipment furniture and other like costs and in respect of
any such premises within the Building a notional rent in respect of any thereof
equivalent to the open market rental value thereof assuming them to be
available for use as storage space within the Building).


 


2.6                                 Providing
management security maintenance cleaning and other staff and/or contractors
including providing to all persons from time to time employed by the Landlord
or its agents for purposes connected with the Estate Areas wages salaries
special clothing and uniforms rest rooms pension fund contributions payments in
respect of National Health Insurance and other payments required to be made by
statute and other benefits.


 


2.7                                 Providing
inspecting maintaining repairing and renewing signs structures for signage
signposts location maps and displays in or upon the Estate Areas.


 


2.8                                 The
proper fees of any agents retained by the Landlord to manage the Estate Areas
or (at the discretion of the Landlord) ten per centum of the expenses and
outgoings incurred by the Landlord in providing the services and facilities and
making the payments mentioned in Part III of this Schedule (excluding this
paragraph).


 


2.9                                 The
proper fees charges and expenses of any accountants surveyors architects engineers
solicitors or any professional advisors employed for the purposes of or in
connection with any of the provisions of Part III of this Schedule.


 


33





















 


2.10                           Borrowing
any necessary sums for or In connection with the provision of the services set
out in paragraph 1 of Part III of this Schedule including the interest
commission banking charges or other charges thereof.


 


2.11                           Providing
maintaining repairing renewing and insuring machinery and equipment used in
connection with the provision of the services set out in Part III (A) of this
Schedule and the costs of leasing any such machinery and equipment.


 


2.12                           Establishing
and maintaining financial reserves to meet the future costs (as from time to
time established by the Landlord) of performing its obligations referred to in
paragraph 1 of Part III of this Schedule.


 


2.13                           Whenever
and as often as the Landlord shall properly think fit enforcing any covenant or
condition or exercising any right of entry contained in any lease underlease
licence or agreement relating to the Estate Areas or any part thereof.


 


2.14                           Providing
any other services and facilities as the Landlord may reasonably deem to be
necessary or desirable (a) in the interest of good estate management or (b) for
the benefit of the tenants of the Estate Areas.


 


The Sixth Schedule before referred to

Guarantee


 


1                                          The
Guarantor covenants with the Landlord as principal debtor that throughout the
Term or until the Tenant is released from its covenants pursuant to the 1995
Act:


 


1.1                                 The
Tenant will pay the rents reserved by and perform its obligations contained in
this Lease;


 


1.2                                 The
Guarantor will indemnify the Landlord on demand against all costs losses
damages and expenses arising from any default of the Tenant in paying the rents
and performing its obligations under this Lease.


 


2                                          The
liability of the Guarantor shall not be affected by:


 


2.1                                 Any
time given to the Tenant or any failure by the Landlord to enforce compliance
with the Tenant’s covenants and obligations;


 


2.2                                 The
Landlord’s refusal to accept rent at a time when it would or might have been
entitled to reenter the Demised Premises;


 


2.3                                 Any
variation of the terms of this Lease;


 


2.4                                 Any
change in the constitution structure or powers of the Guarantor the Tenant or
the Landlord or the administration liquidation or bankruptcy of the Tenant or
Guarantor;


 


2.5                                 Any
act which is beyond the powers of the Tenant;


 


34





















 


2.6                                 The
surrender of part of the Demised Premises;


 


2.7                                 The
transfer of the reversion expectant on the Term;


 


2.8                                 Any
other act or thing by which (but for this provision) the Guarantor would have
been released.


 


3                                          Where
two or more persons have guaranteed obligations of the Tenant the release of
one or more of them shall not release the others.


 


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


 


5                                          If
this Lease is disclaimed or forfeited and if the Landlord within 6 months of
the disclaimer or forfeiture requires in writing the Guarantor will (at the
option of the Landlord);


 


5.1                                 either
enter into a new lease of the Demised Premises at the cost of the Guarantor on
the terms of this Lease (but as if this Lease had continued and so that any
outstanding matters relating to rent review or otherwise shall be determined as
between the Landlord and the Guarantor) for the residue of the Term from and
with effect from the date of the disclaimer or forfeiture;


 


5.2                                 or
pay to the Landlord on demand an amount equal to the moneys which would
otherwise have been payable under this Lease until the earlier of 6 months
after the disclaimer or forfeiture and the date on which the Demised Premises
are fully relet.


 


	
   

  	
  GIVEN under the
  COMMON SEAL of

  
	
   

  	
  LLOYDS BANK S.F.
  NOMINEES

  
	
   

  	
  LIMITED in the
  presence of:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized
  Counter-Signatory

  



 


35





















 


This Guarantee is made the 16th day of August 1996
between The Royal Bank of Scotland plc whose Registered Office is at 36 St.
Andrew Square, Edinburgh, EH2 2YB (“the Guarantor”) and Lloyds Bank S.F
Nominees Limited (“the Landlord”)


 


WHEREAS this
Guarantee relates to a Lease (“the Lease”) dated 16th August 1996 of premises
situate at Wellington House, Worton Grange, Imperial Way, Reading, Berkshire
and made between the Landlord (1) and Fourth Shift U.K. Limited (“ the Tenant”)
(2)


 


NOW THEREFORE the
Guarantor in consideration of the grant of the Lease hereby undertakes and
agrees that it will pay to the Landlord any amount due and payable by the
Tenant under the terms of the Lease from time to time (whether rent or
otherwise) demanded by the Landlord in accordance with the following terms and
conditions:


 


(1)                                  The
Guarantor’s liability hereunder shall be limited to a sum or sums not exceeding
in aggregate £279,744 (Two Hundred and Seventy Nine Thousand Seven Hundred and
Forty Four Pounds)


 


(2)                                  Each
demand by the Landlord hereunder shall:


 


(a)                                  be
in writing addressed to the Guarantor at its office at 50/54 High Street,
Crawley, West Sussex RH10 1YZ and refer to this Guarantee;


 


(b)                                 state
the amount demanded;


 


(c)                                  incorporate
or be accompanied by a statement that the Tenant has defaulted in payment of
any sum due and payable under the banns of the Lease;


 


(d)                                 be
signed on behalf of the Landlord by an official whose signature shall have been
authenticated by the Landlord’s bankers; and


 


(e)                                  be
routed via the Landlord’s bankers for authentication purposes only,


 


(3)                                  Any
statement pursuant to clause (2)(c) above and the amount demanded pursuant to
clause (2)(b) above shall, for the purposes of this Guarantee be conclusive
evidence that the Tenant is in default under the Lease and is indebted to the
Landlord to the extent of the demand.


 


(4)                                  Any
demand for payment hereunder must comply with all the requirements hereof and
must be received by the Guarantor at the address referred to in clause (2)(a).


 


(5)                                  This
Guarantee will expire on 23rd September 2006 (“Expiry”) then the Guarantor’s
liability hereunder shall be null and void save for any demands received by the
Guarantor before Expiry.


 


(6)                                  In
the event that the Lease shall be lawfully assigned by the Tenant or shall be
terminated by agreement or re-entry by the Landlord the liability of the
Guarantor hereunder shall thereupon immediately cease except in respect of any
claim received by the Guarantor prior to such assignment, termination or
re-entry,


 





















 


(7)                                  This
Guarantee shall be freely assignable or transferable in whole but not in part
by the Landlord and its successors in title to the owners far the time being of
the reversion expectant upon the term granted by the Lease provided that such
assignment or transfer shall not be recognised by the Guarantor until notice of
such assignment or transfer shall have been given in writing to the Guarantor
by all parries thereto.


 


(8)                                  This
Guarantee shall not be prejudiced by any variation in the terms of the Lease or
any time or indulgence given by the Landlord to the Tenant or by any change in
the constitution, structure or powers of the Guarantor, the Landlord or the
Tenant or by any act or thing which but for this provision might serve to
exonerate or release the Guarantor as a surety.


 


(9)                                  This
Guarantee shall be governed by and construed in accordance with English Law and
the forum for any proceedings shall be the English Courts.


 


For
and on behalf of

The Royal Bank of Scotland plc


 


 


a duly
authorised Attorney


RW2CRA.FOU