**Exhibit 10.1**

 

**DATED 30March 2005**

 

 

**(1)**                                 BALFOUR BEATTY PLC

** **

**(2)**                                 EVOLVING SYSTEMS LIMITED(FORMERLY CALLED TERTIO TELECOMS LIMITED)

 

 

**LEASE**

**of**

**Premises onthe**

**Fourth Floor**

**Block 1**

**Angel Square**

**City Road**

**London EC1**

 

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**CONTENTS**

** **
| **Clause** | ** **                                   | ** ** |
|------------|----------------------------------------------|------------|
| ** ** | ** **                                   | ** ** |
| 1.         | DEFINITIONS AND  INTERPRETATION              |       |
| 2.         | DEMISE                                       |       |
| 3.         | TENANT’S  COVENANTS                     |       |
| 3.1        | Payment  of rents                            |       |
| 3.2        | Rent  Review                                 |       |
| 3.3        | Outgoings                                    |       |
| 3.4        | Statutory Services                           |       |
| 3.5        | Value  Added Tax                             |       |
| 3.6        | Landlord’s costs on  breach             |       |
| 3.7        | Costs  of Distress                           |       |
| 3.8        | Costs  of consents                           |       |
| 3.9        | Tenant’s repair  and redecoration       |       |
| 3.10       | To  decorate                                 |       |
| 3.11       | Repairs after  Landlord’s notice        |       |
| 3.12       | Yielding  up                                 |       |
| 3.13       | Waste and alterations                        |       |
| 3.14       | Items used in common                         |       |
| 3.15       | To view                                      |       |
| 3.16       | To  inspect                                  |       |
| 3.17       | To permit entry to  repair                   |       |
| 3.18       | Statutory obligations                        |       |
| 3.19       | Planning                                     |       |
| 3.20       | Advertisements  and display of goods         |       |
| 3.21       | Compliance  with Landlord’s regulations |       |
| 3.22       | Compliance with  fire regulations            |       |
| 3.23       | To observe covenants                         |       |
| 3.24       | User                                         |       |
| 3.25       | Prohibitions on use                          |       |
| 3.26       | Obstruction                                  |       |
| 3.27       | Refuse  disposal                             |       |
| 3.28       | Encroachments                                |       |
| 3.29       | Indemnity for the  Landlord                  |       |
| 3.30       | Assignment and  Underletting                 |       |
| 3.31       | Registration                                 |       |
| 3.32       | Covenants in the  Superior Lease             |       |
| 3.33       | Information                                  |       |

 

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| 3.34 | Keyholders                                         |   |
|------|----------------------------------------------------|--------|
| 3.35 | New  guarantor                                     |   |
| 3.36 | Landlord’s rights                             |   |
| 3.37 | 2002 Act                                           |   |
| 4.   | INSURANCE                                          |   |
| 4.1  | Landlord to insure                                 |   |
| 4.2  | Landlord  to produce evidence of insurance         |   |
| 4.3  | Destruction of the  Building                       |   |
| 4.4  | Option  to determine by the Landlord or the Tenant |   |
| 4.5  | Frustration                                        |   |
| 4.6  | Payment  of insurance monies refused/excess        |   |
| 4.7  | Benefit of other  insurances                       |   |
| 4.8  | Insurance becoming void                            |   |
| 4.9  | Requirements of insurers                           |   |
| 4.10 | Notice by Tenant                                   |   |
| 4.11 | Cesser of rent                                     |   |
| 5.   | LANDLORD’S COVENANTS                          |   |
| 5.1  | Quiet enjoyment                                    |   |
| 5.2  | Services                                           |   |
| 5.3  | Superior lease                                     |   |
| 6.   | PROVISOS AND AGREEMENTS                            |   |
| 6.1  | Re-entry                                           |   |
| 6.2  | Exclusion of  Landlord’s liability            |   |
| 6.3  | Landlord not  responsible for goods                |   |
| 6.4  | Disputes                                           |   |
| 6.5  | Notices                                            |   |
| 6.6  | Value Added Tax                                    |   |
| 6.7  | Exclusion of  statutory compensation               |   |
| 6.8  | No rights of light etc                             |   |
| 6.9  | Landlord free to develop                           |   |
| 6.10 | Landlord  free to build into Structure             |   |
| 6.11 | Exclusion of use  warranty                         |   |
| 6.12 | Entire understanding                               |   |
| 6.13 | Representations                                    |   |
| 6.14 | Licences etc under hand                            |   |
| 6.15 | Tenant’s property                             |   |
| 6.16 | Enforcement of  Landlord’s covenants          |   |
| 6.17 | Entry for Distress                                 |   |
| 6.18 | Acceptance of rent no  waiver                      |   |

 

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| 6.19 | Interference with  easements                              |   |
|------|-----------------------------------------------------------|--------|
| 6.20 | Rights easements etc                                      |   |
| 6.21 | Jurisdiction                                              |   |
| 6.22 | Covenants  relating to Adjoining or Neighbouring Premises |   |
| 6.23 | Effect of waiver                                          |   |
| 6.24 | Perpetuity period                                         |   |
| 7.   | GUARANTOR’S COVENANTS                                |   |
| 7.1  | To pay observe and  perform                               |   |
| 7.2  | To take lease  following disclaimer                       |   |
| 7.3  | To make  payments following disclaimer                    |   |
| 7.4  | Tenant’s Covenants                                   |   |
| 7.5  | AGA                                                       |   |
| 8.   | DETERMINATION                                             |   |
| 9.   | LANDLORD AND TENANT ACT  1954                             |   |
| 10.  | CONTRACTS  (RIGHTS OF THIRD PARTIES) ACT 1999             |   |

 
| SCHEDULE 1  -  TENANT’S RIGHTS                                                               |   |
|-------------------------------------------------------------------------------------------------------------|--------|
| SCHEDULE  2  -  EXCEPTIONS AND RESERVATIONS TO THE LANDLORD                                       |   |
| SCHEDULE  3  -  DESCRIPTION OF DOCUMENTS CONTAINING MATTERS  SUBJECT  TO WHICH THE DEMISE IS MADE |   |
| SCHEDULE  4  -  PROVISIONS RELATING TO THE SERVICE CHARGE                                         |   |
| PART 1  -  THE ESTATE CHARGE                                                                      |   |
| PART 2  -  THE  BLOCK CHARGE                                                                      |   |
| PART 3  -  CAR  PARKING CHARGE                                                                    |   |
| PART 4  -  SERVICE  CHARGE                                                                        |   |
| SCHEDULE 5  -  THE SUPERIOR LEASE                                                                 |   |

 

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**THIS LEASE**is made 30 March 2005

 

**BETWEEN**

 

**(1)**                                                             BALFOUR BEATTY PLC a companyincorporated in England under number 395826 whose registered office is at 130Wilton Road London SW1V 1LQ (“the Landlord” which expression whereappropriate includes any estate owner for the time being of the immediatereversion to this lease)

** **

**(2)**                                                             EVOLVING SYSTEMS LIMITED (FORMERLYCALLED TERTIO TELECOMS LIMITED) a company incorporated in England undernumber 02325854 whose registered office is at 1 Angel Square Torrens StreetLondon EC1V 1PL (“the Tenant” which expression where appropriate includesany person deriving title through or under the Tenant)

** **

# **1.**                                                                  DEFINITIONS AND INTERPRETATION

# ** **

The Landlordand the Tenant agree that this lease shall be subject to the following:

 

1.1                                                             In this lease all words shown in inverted commas in clause 1.2 areto be defined terms for the purposes of this lease and any reference in thislease to a clause paragraph or a schedule means a reference to a clauseparagraph or schedule of this lease

 

**1.2****                                                           Definitions**

 
| “Adjoining or Neighbouring Premises” |   | the Estate the Car Park the Building the buildings known as Blocks 2  and 3 Angel Square and all other property adjoining or neighbouring the  Building in which the Landlord or a company in the same group as the Landlord  or any person holding on trust for the Landlord has a freehold or leasehold  interest                                                                                                                                                                                                                                                     |
|----------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “Block Charge”                                 |   | 17.3% (or such other percentage as the Landlord shall from time to  time reasonably determine) of the expenses incurred in each Service Charge  Year in connection with the provision of the Services set out in part 2 of  schedule 4 hereto                                                                                                                                                                                                                                                                                                                           |
|                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “Building”                                     |   | the premises known as Block 1 Angel Square the location of which is  shown for identification purposes only on the Lease Plan numbered 1 and each  and every part thereof together with the appurtenances thereto belonging  together with all additions alterations and improvements thereto which may be  carried out during the Term or reinstatements thereof or building(s)  substituted therefor and shall also include all landlord’s fixtures and  fittings from time to time in and about the same but for the avoidance of  doubt excluding the Car Park |
|                                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “Car Park”                                     |   | the area shown for identification purposes edged green on the Lease  Plans numbered 2 and 3 from and including at basement level the surface  finishes to the basement slab up to but not including the basement slab or  the underside of the slab at Lower Ground Floor Level                                                                                                                                                                                                                                                                                         |

 

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| “Car Parking Charge” |   | 8% (or such other percentage as the Landlord shall from time to time  reasonably determine on the basis of the number of the car parking spaces  which the Tenant is entitled to occupy bears to the total number of car  parking spaces within the car park) of the expenses incurred in each Service  Charge Year in connection with the provision of the Services set out in part  3 of schedule 4 hereto                                                                       |
|--------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “Common Accessways”  |   | the accessways courtyards and footpaths shown hatched brown on the  Lease Plans                                                                                                                                                                                                                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “Common Parts”       |   | any entrances entrance halls lifts (including lift shafts) stairs  passage ways landings lavatory accommodation cleaners’ cupboards boiler rooms  and other parts of the Building available or intended to be available either  for use in common by or for the provision of services to two or more of the  Landlord’s tenants of the Building or their premises                                                                                                        |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “Conduits”           |   | all pipes wires drains cables ducts and mains and other conducting  media of any kind                                                                                                                                                                                                                                                                                                                                                                                              |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “Demised Premises”   |   | ALL THOSE premises situate on level four of the Building shown edged  red on Lease Plan numbered 5 together with:                                                                                                                                                                                                                                                                                                                                                                  |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (a)          the internal faces of the  walls and columns which enclose the said premises including the plaster paint  paper and other decorative finishes thereof                                                                                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (b)         the entirety of all walls  and columns within the said premises (other than those which are structural  or load bearing) and one half of the thickness of any non structural walls  dividing the said premises from other parts of the Building and the internal  faces of all structural or load bearing walls and columns within the said  premises including the plaster paint paper and other decorative finishes  thereof |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (c)          the screed and finish of  the floors within the said premises and all carpets therein                                                                                                                                                                                                                                                                                                                                    |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (d)         the internal faces of the  ceilings of the said premises including the plaster paint paper and other  decorative finishes thereof and all suspended ceilings and light fittings  therein                                                                                                                                                                                                                                       |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (e)          all doors door furniture  door frames and glass in such doors of or within the said premises                                                                                                                                                                                                                                                                                                                             |
|                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                           |   | (f)            all sanitary and hot and  cold water apparatus and the radiators within the said premises                                                                                                                                                                                                                                                                                                                    |

 

2

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|                             |   | (g)         all Conduits in or upon  over or under and exclusively serving the said premises save those of  statutory undertakers                                                                                                                                                                                                                                                                                                                                                                |
|----------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |   | (h)         all landlord’s fixtures and  fittings (including any air-conditioning units machinery and apparatus and  any fire detection fire alarm fire precaution and sprinkler systems) which  may at any time be in or upon the said premises                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |   | but excluding the Structure and all window frames window furniture  and sash cords (if any) and all glass in the windows within the said premises                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Estate”               |   | the development known as Angel Square City Road London EC1 of which  the Demised Premises form part and shown for the purpose of identification  only edged orange on the Lease Plans but excluding the Building and the  buildings known as Blocks 2 and 3                                                                                                                                                                                                                                                                              |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Estate Charge”        |   | 6.43% (or such other percentage as the Landlord shall from time to  time reasonably determine) of the expenses incurred in each Service Charge  Year in connection with the provision of the Services set out in part 1 of  schedule 4 hereto                                                                                                                                                                                                                                                                                            |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Higher Rate Interest” |   | where specified in this lease as applying to any sum interest upon  such sum calculated on a daily basis at the rate of four per centum per annum  above the Base Rate from time to time of Barclays Bank PLC (or such other  equivalent rate as the Landlord may notify to the Tenant in writing) from the  date on which such sum falls due until the date on which such sum is paid and  whether before or after judgment                                                                                                             |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Insurance Rent”       |   | a due proportion (to be properly determined by the Landlord as being  attributable to the Demised Premises) of all sums (including any insurance  valuation fees) which the Landlord may from time to time pay for insuring and  keeping insured the Building against loss or damage by the Insured Risks and  the other matters referred to in clause 4 of this lease such rent to be paid  within ten days of written demand therefor                                                                                                  |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Insured Risks”        |   | fire storm tempest flood earthquake aircraft and other aerial devices  and articles dropped therefrom riot and civil commotion and malicious damage  bursting or overflowing of water tanks apparatus or pipes and impact and such  other risks as the Landlord or any superior landlord may in its absolute  discretion from time to time determine (but does not include terrorist  activities unless actually insured against by the Landlord) subject to such  exclusions excesses and limitations as may be imposed by the insurers |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “Lease Plans”          |   | the plans annexed hereto                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

3

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| “Lower Rate Interest” |   | where specified in this lease as applying to any sum interest upon  such sum calculated on a daily basis at the Base Rate from time to time of  Barclays Bank PLC (or such other equivalent rate as the Landlord may notify  to the Tenant in writing) whether before or after judgment                          |
|---------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Permitted Part”      |   | any part of the Demised Premises which is capable (having regard to  its location and extent and to the rights intended to be appurtenant thereto)  of providing self-contained accommodation and which the Landlord has first  approved in writing (such approval not to be unreasonably withheld or  delayed)  |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Planning Acts”       |   | the Town and Country Planning Act 1990 and any other statutes  relating to town and country planning in force from time to time                                                                                                                                                                                  |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Service Charge”      |   | the total of the Block Charge and the Estate Charge and the Car  Parking Charge as hereinafter defined                                                                                                                                                                                                           |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Service Charge Year” |   | every year of the Term ending on 24 December or such other date  as the Landlord may notify to the Tenant in writing                                                                                                                                                                                        |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Services”            |   | the services set out in parts 1 2 and 3 of schedule 4 to this lease                                                                                                                                                                                                                                              |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Structure”           |   | the exterior and the structure of the Building including its  foundations roof (including roof structure and coverings) external walls and  internal load-bearing walls and its main columns beams timbers slabs or frame  and all window frames furniture and sash cords (if any) and all glass in the  windows |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Superior Lease”      |   | the lease and all other supplemental deeds and documents brief  particulars of which are set out in schedule 5                                                                                                                                                                                                   |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Term”                |   | a term of years from and including 30 March 2005 and expiring on 24  March 2015 subject to the right of earlier determination set out in this  lease                                                                                                                                                             |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “Value Added Tax”     |   | value added tax and any other tax of a like nature                                                                                                                                                                                                                                                               |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “1927 Act”            |   | the Landlord and Tenant Act 1927 and all statutes regulations and  orders included by virtue of clause 1.3.13                                                                                                                                                                                                    |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “1954 Act”            |   | the Landlord and Tenant Act 1954 and all statutes regulations and  orders included by virtue of clause 1.3.13                                                                                                                                                                                                    |
|                            |   |                                                                                                                                                                                                                                                                                                             |
| “1995 Act”            |   | the Landlord and Tenant (Covenants) Act 1995 and all statutes  regulations and orders included by virtue of clause 1.3.13                                                                                                                                                                                        |

 

4

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| “2002 Act”   |   | the Land Registration Act 2002                                                         |
|------------------------|--------|----------------------------------------------------------------------------------------|
|                   |   |                                                                                   |
| “2003 Rules” |   | the Land Registration Rules 2003 or any statutory modification or  replacement thereof |

 

**1.3****                                                       Interpretation**

 

### 1.3.1                                                Unless otherwise specified any reference in this lease to anystatute by-law directive order or other legislation is to be deemed to includereference to any amendment or re-enactment of the same

###  

### 1.3.2                                                The index and clause headings in this lease are for ease ofreference only and have no other significance

###  

### 1.3.3                                                Any reference in this lease to the end or expiration of the Termshall mean the expiration or earlier termination of this lease for whateverreason and references to ‘the last year of the Term’ include the last year ofthe Term if the Term shall determine otherwise than by effluxion of time

###  

### 1.3.4                                                Except in connection with the review of rent where provision is madein this lease for arbitration in respect of any dispute between the Tenant andany other person as to their respective rights or obligations in connectionwith any matter relating to this lease such matter shall be referred (if theparties are unable to agree within two months of the dispute arising) to asingle arbitrator (if the parties are able to agree on one) or (if they are notable so to agree) to two arbitrators one to be appointed by each party or theirumpire in accordance with the provisions of the Arbitration Act 1996

###  

### 1.3.5                                                There shall be implied in every Tenant’s obligation in this lease acovenant by the Tenant (as far as it is able) to prevent any person under itscontrol from breaking such obligation

###  

### 1.3.6                                                Unless otherwise provided any consent or approval required from theLandlord under this lease shall be given at the Landlord’s absolute discretionand subject to any conditions it may choose to impose

###  

### 1.3.7                                                All the covenants contained in clause 3 are covenants made by theTenant unless otherwise specified

###  

### 1.3.8                                                Words importing one gender include all other genders and wordsimporting the singular include the plural and vice versa

###  

### 1.3.9                                                The expression ‘Guarantor’ includes not only the third party to thislease (if any) but also any person who enters into covenants with the Landlordpursuant to clauses 3.30.8 and/or 3.35

###  

### 1.3.10                                          Where the Landlord the Tenant or the Guarantor for the time beingare two or more persons obligations expressed or implied to be made by or withsuch party are deemed to be made by or with such persons jointly and severallyand references herein to the Landlord the Tenant or the Guarantor shall includereference to any one of such persons

###  

### 1.3.11                                          References to any right of the Landlord to have access to the DemisedPremises shall be construed as extending to any superior landlord and anymortgagee of the Demised Premises and to all persons authorised by the Landlordand any superior landlord or mortgagee (including agents professional adviserscontractors workmen and others) and the expressions “superior landlord” and “superiorlandlords” mean

 

5

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### any person orpersons now or hereafter having a title to the Demised Premises in reversionmediately or immediately expectant upon the termination of the Landlord’s title

###  

### 1.3.12                                          Any provisions in this lease referring to the consent or approval ofthe Landlord shall be construed as also requiring the consent or approval ofany mortgagee of the Demised Premises and any superior landlord where suchconsent shall be required but nothing in this lease shall be construed asimplying that any obligation is imposed upon any mortgagee or any superiorlandlord not unreasonably to refuse any such consent or approval

###  

### 1.3.13                                          Any references to a specific statute include any statutory extensionor modification amendment or re-enactment of such statute (except the Town andCountry Planning (Use Classes) Order 1987) and any regulations or orders madeunder such statute (including the said Order) and any general reference to ‘statute’or ‘statutes’ or ‘Act of Parliament’ or ‘Acts of Parliament’ includes anyregulations or orders made under such statute or statutes

###  

# **2.**                                                              DEMISE

# ** **

INconsideration of the rents and other obligations on the Tenant’s part containedin this lease the Landlord demises the Demised Premises to the Tenant TOGETHERWITH the rights specified in schedule 1 and EXCEPTING AND RESERVING to theLandlord (including its successors in title) and all persons authorised by theLandlord and/or who have or to whom the Landlord may grant the same or similarrights the rights specified in schedule 2 TO HOLD the Demised Premises for aterm of years commencing on 30 March 2005 and expiring (subject to the earlierdetermination as hereinafter provided) on 24 March 2015 (“the Contractual Term”)SUBJECT to the matters contained or referred to in the documents specified inschedule 3 YIELDING AND PAYING for the Demised Premises for the periodbeginning on the commencement of the Term to 29 March 2006  the rent of a peppercorn if demanded andthereafter during the Term (and by way of bankers standing order if so requiredby the Landlord) the principle yearly rent of ONE HUNDRED AND SIXTY THOUSANDTHREE HUNDRED POUNDS (£160,300) or such other amount as shall become payableunder the provisions of clause 3.2 such yearly rent to be paid by equalquarterly payments in advance on the four usual quarter days in every yearduring the Term the first such payment (or due proportion) being payable on 30March 2006  in respect of the period from30 March 2006  to the quarter day nextfollowing AND ALSO PAYING as further rent during the Term and so in proportionfor any fraction of a year to the Landlord the Insurance Rent the ServiceCharge and any other sums payable pursuant to the terms of this lease AND inthe event of any of the above rents being in arrear ten days after they havebecome due the Tenant shall pay Higher Rate Interest on the amount outstandingfrom the relevant due date until the actual date of payment

 

# **3.**                                                              TENANT’S COVENANTS

# ** **

TheTenant COVENANTS with the Landlord as follows:

 

**PAYMENTS**

 

**3.1****                                                       Payment of rents**

 

During thecontinuance of the Term to pay the rents reserved by this lease as and whenstipulated without any deduction or set-off save as may be required by statute

 

6

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**3.2****                                                       Rent Review**

 

### 3.2.1                                                In this clause 3.2 the following expressions shall have the meaningsassigned to them hereunder:

###  

“rent reviewdate” means 30 March 2010

 

“open market rent”means the yearly rent (being the rent payable following the expiry of anyperiod at the beginning of the term which might reasonably be negotiated in theopen market for the purpose or purposes of the fitting out of the DemisedPremises by the willing tenant during which no rent or a concessionary ordiscounted rent is payable) at which the Demised Premises might reasonably beexpected to be let with vacant possession on the rent review date in the openmarket (without the willing landlord taking a premium or any otherconsideration for the grant thereof) by a willing landlord to a willing tenantfor a term of ten years commencing on the rent review date and otherwise uponthe terms and conditions (save as to the amount of rent payable but including theseprovisions for the review of rent) contained in this lease and on theassumptions (if not facts) that:

 

#### 3.2.1.1                                       the Demised Premises are suitable and fit for immediate occupationand use and are ready for and fitted out and equipped for immediate occupationand use and beneficial trading for the purpose or purposes required by thewilling tenant

####  

#### 3.2.1.2                                       no work has been carried out to the Demised Premises by or on behalfof the Tenant or any undertenant during the Term which has diminished therental value of the Demised Premises

####  

#### 3.2.1.3                                       if the Demised Premises or the Building or the Estate or theAdjoining or Neighbouring Premises or any part or parts thereof have beendestroyed or damaged they have been fully rebuilt and reinstated

####  

#### 3.2.1.4                                       all the covenants on the part of the Landlord (but not in relationto any subsisting and material breaches of any of its covenants) and the Tenantcontained in this lease have been fully performed and observed

####  

#### 3.2.1.5                                       all Value Added Tax payable by the Tenant under the provisions ofthis lease is recoverable by the Tenant in full and would be recoverable byany/every prospective willing tenant

####  

#### 3.2.1.6                                       that no reduction is or ought to be made to take account of any rentfree period or period of rental concession or discount which on a new lettingwith vacant possession might be granted to the incoming tenant it being assumedthat any such period has been given to the willing tenant and has expiredand/or any such discount has been given to the willing tenant

####  

THERE beingdisregarded:

 

#### 3.2.1.7                                       any effect on rent of the fact that the Tenant or any undertenanthas been in occupation of the Demised Premises

####  

#### 3.2.1.8                                       any goodwill attached to the Demised Premises by reason of thecarrying on of the business of the Tenant or any undertenant

 

7

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#### 3.2.1.9                                       any increase in the rental value of the Demised Premisesattributable to the existence at the rent review date of any improvement (shownto be such by the Tenant) to the Demised Premises and which is:

####  

##### 3.2.1.9.1                              completednot more than 21 years before the rent review date regardless of whethercarried out pursuant to the terms of this lease or during the term of anyprevious lease and

#####  

##### 3.2.1.9.2                              carriedout with the consent (where required) of the Landlord by the Tenant or anyundertenant

#####  

#### 3.2.1.10                                 theeffect on rent of the works authorised by a licence to underlet and to alterdated 9 June 1995 and made between (1) Mesongage Limited (2) BICCDevelopments Limited (3) BICC Plc and (4) Tertio Limited shall be disregardedat the rent review date

####  

### 3.2.2                                                any inability of the Tenant or any/every prospective willing tenantto recover Value Added Tax

###  

### 3.2.3                                                From and after the rent review date the yearly rent payablehereunder shall be whichever is the higher of:

###  

#### 3.2.3.1                                       the yearly rent reserved hereunder immediately before the rentreview date and

####  

#### 3.2.3.2                                       the open market rent

####  

### 3.2.4                                                If the Landlord and the Tenant have not agreed the open market rentby a date one month prior to the rent review date the open market rent may atthe option of either the Landlord or the Tenant be determined by a CharteredSurveyor of not less than ten years’ standing being experienced in thevaluation and leasing of property similar to the Demised Premises in thelocation of the Demised Premises (“the Appointed Surveyor”) to be agreed uponin writing by the Landlord and the Tenant or in default of such agreement bythe rent review date to be nominated by the President for the time being of theRoyal Institution of Chartered Surveyors (or his duly appointed deputy or anyperson authorised by the President to make appointments on his behalf) upon theapplication of either the Landlord or the Tenant

###  

### 3.2.5                                                The Appointed Surveyor shall at the sole and absolute discretion ofthe Landlord act either as an independent expert or as an arbitrator and hisaward or determination of the open market rent by the Appointed Surveyor shallbe final and binding on the Landlord and the Tenant (and without recourse tothe provisions for arbitration contained in this lease) and the fees of theAppointed Surveyor shall be borne as he directs or failing direction by theLandlord and the Tenant in equal shares and paid without undue delay and if oneparty pays them all that party shall be entitled to recover such proportion ofthem (if any) as the other party is to pay as herein provided

###  

### 3.2.6                                                If the Appointed Surveyor is to act as an expert:

###  

#### 3.2.6.1                                       he shall invite the Landlord and the Tenant to submit to him withinsuch time limits (not being less than fifteen working days) as he shallconsider appropriate a valuation accompanied if desired by a statement ofreasons and such representations and cross representations as to the amount ofthe open market rent with such supporting evidence as they may respectivelywish

 

8

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#### 3.2.6.2                                       he shall if required by the Landlord or Tenant give written reasonsfor his determination and

####  

#### 3.2.6.3                                       if the Appointed Surveyor does not give written notice of his determinationwithin two months of his appointment or if he shall die or become unwilling toact or incapable of acting or if for any other reason he is unable to act theneither the Landlord or the Tenant may request the said President to dischargethe Appointed Surveyor and appoint another surveyor in his place whichprocedure may be repeated as many times as necessary

####  

### 3.2.7                                                If the Appointed Surveyor is to act as an arbitrator the arbitrationshall be conducted in accordance with the Arbitration Act 1996 except that ifany Appointed Surveyor shall die or decline to act or become incapable ofacting the President may on the application of either party discharge theAppointed Surveyor and appoint another in his place

###  

### 3.2.8                                                If on the rent review date the open market rent shall not have beenagreed or determined as set out above the yearly rent reserved under this leaseimmediately before the rent review date shall continue to be payable untilagreement is reached or the determination of the open market rent by theAppointed Surveyor is made and the demand payment and/or acceptance thereofshall not be or be construed to be a waiver by the Landlord of any of itsrights and benefits under this clause 3.2 but so that immediately on demandafter such agreement or determination the difference (if any) over the amountactually so paid and the amount which would have been payable had the agreementor determination been made before the rent review date shall be paid by theTenant to the Landlord as rent recoverable in arrear together with Lower RateInterest on such difference for each instalment of rent due on and after therent review date (such interest being payable from the date on which theinstalment was due to the date of demand)

###  

### 3.2.9                                                After any substituted rent has been ascertained under this clause3.2 memoranda recording the amount of such rent signed by or on behalf of theparties shall be exchanged Such memoranda shall (if the Landlord so requires)be prepared by the Landlord’s solicitors whose proper and reasonable costsshall be paid by the Tenant

###  

### 3.2.10                                          For the avoidance of all doubt (and in particular but withoutlimitation notwithstanding clause 8) it is agreed by the Landlord and theTenant that time shall not be of the essence in relation to the provisionscontained above for the review of the yearly rent

###  

**3.3****                                                       Outgoings**

 

### 3.3.1                                                Whenever required during the Term to pay and discharge and indemnifythe Landlord against all monetary obligations of any kind (including rates andtaxes) (whether parliamentary parochial local or of any other description andwhether or not of a recurring nature but excluding any tax payable by theLandlord occasioned by any disposition in dealing with or ownership of thereversion of this lease) which may at any time be payable in respect of theDemised Premises at any time during the Term or by the owner or occupier inrespect of the Demised Premises and an apportioned part as properly determinedby the Landlord of any such obligations which may be payable in respect of theDemised Premises in common with other premises

###  

### 3.3.2                                                If the Landlord shall suffer any loss of rating relief which may beapplicable to empty premises after the end of the Term by reason of such reliefbeing allowed to the 

 

9

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### Tenant inrespect of any period before the end of the Term to make good such loss to theLandlord

###  

**3.4****                                                       Statutory Services**

 

To pay for allgas electricity and water consumed on the Demised Premises together with allconnection and standing charges and to comply at the Tenant’s expense with allrequirements of the relevant supply Boards insofar as such requirements relateto or affect the Demised Premises

 

**3.5****                                                       Value Added Tax**

 

In addition toall rents service charges insurance costs fees disbursements expenses and othersums payable by the Tenant from time to time hereunder to pay also on demandand indemnify the Landlord from and against:

 

### 3.5.1                                                Value Added Tax chargeable in respect of any rents or other paymentsmade by the Tenant under any of the terms of or in connection with this leaseand/or in respect of any supply of goods or services by the Landlord to theTenant and

###  

### 3.5.2                                                a sum equal to the amount of any Value Added Tax (and/or any tax ofa similar nature that may be substituted for it or levied in addition to it)chargeable on any payments fees charges or costs where the Tenant is obliged toreimburse the Landlord or indemnify the Landlord against such payments feescharges or costs

###  

**3.6****                                                       Landlord’s costs on breach**

 

To pay to theLandlord all costs fees charges disbursements and expenses (including withoutprejudice to the generality of the above those payable to counsel solicitorssurveyors bailiffs and any superior landlord and mortgagee) properly andreasonably incurred by the Landlord for the purpose of or incidental to or incontemplation of the recovery of arrears of rent or the preparation and serviceof a notice under section 146 or 147 of the Law of Property Act 1925 requiringthe Tenant to remedy a breach of any of the covenants in this lease even ifforfeiture for such breach is avoided otherwise than by relief granted by theCourt or incidental to the preparation and service of a schedule ofdilapidations

 

**3.7****                                                       Costs of Distress**

 

To pay to theLandlord all costs charges and expenses (including all sheriffs’ and bailiffs’fees) properly incurred by the Landlord in exercising any right of distressagainst the Tenant

 

**3.8****                                                       Costs of consents**

 

To pay to theLandlord all reasonable costs fees charges disbursements and expenses properly incurredresulting from any applications by the Tenant for any consent required by thislease including cases where the application is withdrawn or consent is refused

 

**REPAIRSAND ALTERATIONS**

 

**3.9****                                                       Tenant’s repair and redecoration**

 

To keep theDemised Premises in good and substantial repair decorative order and conditionand (insofar as the cost thereof does not properly form part of the ServiceCharge) as often as may be necessary for the purpose of repair to renew any ofthe 

 

10

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landlord’sfixtures and fittings in the Demised Premises or substitute new ones ofequivalent quality and value to the Landlord’s reasonable satisfaction (damageby the Insured Risks excepted unless payment of the insurance monies iswithheld in whole or in part by reason of any act neglect or default of theTenant or any person under its control)

 

**3.10****                                                To decorate**

 

In the fifthyear and also during the last quarter of the last year of the Term (howeverdetermined) to paint all the inside walls wood and metalwork and otherpreviously painted inside parts of the Demised Premises and all additionsthereto with two coats of good quality paint and in the case of redecoration inthe last quarter of the last year of the Term in a colour previously approvedin writing by the Landlord (such approval not to be unreasonably withheld ordelayed) in a proper and workmanlike manner to the reasonable satisfaction ofthe Landlord and with every such inside painting the Tenant will clean andtreat the inside of all aluminium doors and windows and grain varnish andcolour the inside wood of the Demised Premises previously so grained varnishedand coloured

 

**3.11****                                                Repairs after Landlord’s notice**

 

Withoutprejudice to any other obligation upon the Tenant within two months after anynotice from the Landlord of defects in the state of repair and condition of theDemised Premises for which the Tenant is responsible (or immediately in case ofemergency) to make good all such defects at the Tenant’s cost PROVIDED ALWAYSthat if the Tenant fails to comply with the requirements of any such notice itshall be lawful for the Landlord (but without prejudice to the right ofre-entry under this Lease) or its agents employees and licensees to enter theDemised Premises at any time after the expiration of such two months (orimmediately in case of emergency) to execute such repairs and works the cost ofwhich (including any surveyors fees) shall be repaid by the Tenant to theLandlord on demand and in default shall be immediately recoverable by action orby distress as rent in arrear and shall carry Higher Rate Interest

 

**3.12****                                                Yielding up**

 

### 3.12.1                                          At the end of the Term to yield up to the Landlord the DemisedPremises duly kept in accordance with the Tenant’s obligations under this leasetogether with all additions and improvements made in the meantime and allfixtures Provided however that the Tenant shall be entitled to remove (and uponwritten notice from the Landlord at any time shall be obliged to remove) alltenant’s or trade fixtures making good nevertheless at the expense of theTenant and to the reasonable satisfaction of the Landlord any damage to theBuilding caused by such removal

###  

### 3.12.2                                          If at such time as the Tenant has vacated the Demised Premises afterthe expiration of the Term the Demised Premises shall not be in a conditionconsistent with clause 3.12.1 the Landlord shall be entitled to carry out theworks necessary to put the Demised Premises into such condition consistent withclause 3.12.1 at the entire cost of the Tenant

###  

**3.13****                                                Waste and alterations**

 

### 3.13.1                                          Not to:

###  

#### 3.13.1.1                                 commitany waste

####  

#### 3.13.1.2                                 makeany addition to the Demised Premises

 

11

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#### 3.13.1.3                                 unitethe Demised Premises with any adjoining premises

####  

#### 3.13.1.4                                 makeany alteration to the Demised Premises save as permitted by the followingprovisions of this clause

####  

### 3.13.2                                          Not to make internal non-structural alterations to the DemisedPremises without:

###  

#### 3.13.2.1                                 obtainingand complying with all necessary consents (if any) of any competent authorityand paying all charges of any such authority in respect of such consents

####  

#### 3.13.2.2                                 makingan application to the Landlord supported by drawings and where appropriate aspecification in duplicate prepared by an architect or member of some otherappropriate profession

####  

#### 3.13.2.3                                 payingthe proper and reasonable fees of the Landlord any superior landlord anymortgagee and their respective professional advisers

####  

#### 3.13.2.4                                 enteringinto such covenants as the Landlord may require as to the execution andreinstatement of the alterations and

####  

#### 3.13.2.5                                 ensuringthat the mechanical and electrical services in the Building and the Adjoiningor Neighbouring Premises remain unaffected thereby

####  

### 3.13.3                                          Subject to the provisions of clause 3.13.2 not to make any internalnon-structural alterations to the Demised Premises without the prior writtenconsent of the Landlord such consent not to be unreasonably withheld or delayed

###  

### 3.13.4                                          To remove any additional buildings additions alterations orimprovements made to the Demised Premises at the expiration of the Term if soreasonably requested by the Landlord and reinstate the Demised Premises totheir former state and condition in all respects and to make good any part orparts of the Demised Premises which may be damaged by such removal in allrespects to the reasonable satisfaction of the Landlord

###  

### 3.13.5                                          Save as expressly provided for elsewhere in this lease not to makeconnection with the Conduits that serve the Demised Premises

###  

**3.14****                                                Items used in common**

 

Insofar assuch matters are not recoverable as part of the Service Charge to pay to theLandlord on demand a proper proportion of the proper and reasonable expenses(including proper and reasonable professional fees and a reasonable managementcharge) of cleansing repairing maintaining or rebuilding and lighting asappropriate any thing used or enjoyed or capable of being used or enjoyed bythe Tenant or the Demised Premises in common with any other person or premisesincluding (without prejudice to the generality of the foregoing) any boundarywalls fences gutters sewers drains and party structures and any dispute shallbe referred to arbitration

 

**ENTRYON THE DEMISED PREMISES BY THE LANDLORD**

 

**3.15****                                                To view**

 

Topermit the Landlord and its agents employees and licensees after at least twoworking days notice and at reasonable times (except in cases of urgency oremergency when entry can be at any time without notice) to enter the DemisedPremises to view (and to open up parts of the Demised 

 

12

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Premiseswhere such opening up is required in order to view) the state and condition ofthe same or any other part of the Building and to give the Tenant notice of anydefects in the state of repair and condition of the Demised Premises which areits responsibility Provided that any such opening up shall be made good by andat the expense of the Landlord unless it reveals a breach of the Tenant’scovenants (in which case it shall be paid for by the Tenant) or is required ordesirable for the maintenance of the Structure of the Building (in which caseit shall be recoverable as part of the Service Charges)

 

**3.16****                                                To inspect**

 

### 3.16.1                                          To permit the Landlord and all persons authorised by it to enter theDemised Premises after not less than two working days prior written notice atall reasonable times for taking schedules or inventories of the fixtures andthings to be yielded up at the end of the Term and during the six monthsimmediately preceding the end of the Term for the purpose of fixing upon anypart of the Demised Premises (but not to unduly interfere with the Tenant’sbusiness) a notice for reletting or selling the same and to permit all personswith authority from the Landlord at all reasonable times during the daytime toenter and view the Demised Premises

###  

### 3.16.2                                          To permit at any time upon not less than two working days priorwritten notice during the Term prospective purchasers of or agents instructedin connection with the sale of the Landlord’s reversion or of any otherinterest superior to the Term to view the Demised Premises without interruptionand to permit the Landlord at any time upon reasonable notice and by priorappointment (the Tenant not to unreasonably withhold consent to the making of suchan appointment) during the Term to enter upon the Demised Premises and affixand retain anywhere upon the Demised Premises a notice for any such sale

###  

**3.17****                                                To permit entry to repair**

 

To permit theLandlord and any person authorised by the Landlord to enter the DemisedPremises at reasonable times upon reasonable notice (except in cases of urgencyor emergency when entry can be at any time without notice) to execute repairsor alterations (so far as they cannot conveniently be done outside the Demised Premises)to other parts of any Adjoining or Neighbouring Premises the person so enteringcausing as little inconvenience to the Tenant as practicable and making goodforthwith all damage which may be so caused to the Demised Premises

 

**OBLIGATIONSAND REGULATIONS**

 

**3.18****                                                Statutory obligations**

 

### 3.18.1                                          To do anything required by virtue of or deriving validity from anyAct of Parliament for the time being in force which may be required to be donein respect of the Demised Premises or their use whether by the landlord ortenant or any occupier

###  

### 3.18.2                                          To give full particulars to the Landlord of any notice directionorder or proposal for the Demised Premises made given or issued to the Tenantby any local or public authority (including but without limitation a proposalfor alteration of the Valuation List in respect of the Demised Premises) withinseven days of receipt and if so required by the Landlord to produce it to theLandlord and without delay to take all necessary steps to comply with thenotice direction or order and at the request of the Landlord but at the jointcost of the Landlord and the Tenant to make or join with 

 

13

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### the Landlordin making such objection or representation against or in respect of any noticedirection order or proposal as the Landlord shall deem expedient

###  

### 3.18.3                                          To give notice to the Landlord of any defect in the Demised Premiseswhich might give rise to an obligation on the Landlord to do or refrain fromdoing any act or thing in order to comply with the provisions of this lease orthe duty of care imposed on the Landlord pursuant to the Defective Premises Act1972 and at all times to display and maintain all notices which the Landlordmay from time to time reasonably require to be displayed at the DemisedPremises

###  

**3.19****                                                Planning**

 

### 3.19.1                                          At all times during the Term to comply in all respects with theprovisions and requirements of the Planning Acts and all consents permissionsand conditions (if any) granted or imposed or having effect under the PlanningActs so far as the same respectively relate to or affect the Demised Premisesor any part thereof or any operations works acts or things to be done oromitted on the Demised Premises or the use of the Demised Premises for anypurpose

###  

### 3.19.2                                          During the Term whenever required at the expense of the Tenant toobtain from (as the case may be) the local planning authority or the FirstSecretary of State at the Office of the Deputy Prime Minister or such otherauthority as may from time to time be appropriate all such consents andpermissions (if any) as may be required for the carrying out of any operationson the Demised Premises or the institution or continuance on the DemisedPremises of any use which may constitute development within the meaning of thePlanning Acts but so that no application for planning permission shall be madewithout the previous written consent of the Landlord

###  

### 3.19.3                                          Without prejudice to any consent which may be granted by theLandlord or any obligation upon the Tenant under this lease not to carry out ormake any alteration or addition to the Demised Premises or any change of use ofthe Demised Premises (being an alteration or change of use which is prohibitedby or for which the Landlord’s consent is required to be obtained under thislease and for which a planning permission needs to be obtained) before aplanning permission for such work or change of use has been produced to theLandlord and acknowledged by it in writing as satisfactory to it and theLandlord may refuse to express its satisfaction with any such planningpermission inter alia on the ground that the period of it or any conditioncontained in it or omitted from it or to which it is subject would in thereasonable opinion of the Landlord be likely to be prejudicial to its interestin the Demised Premises and/or any Adjoining or Neighbouring Premises

###  

### 3.19.4                                          Unless the Landlord shall otherwise direct to carry out before theend of the Term any works stipulated to be carried out to the Demised Premisesby a date subsequent to such determination as a condition of any planningpermission which may have been granted on any application made by or on behalfof the Tenant or any undertenant

###  

### 3.19.5                                          If and when called upon so to do to produce to the Landlord or itssurveyor all such plans and documents as the Landlord may reasonably require inorder to satisfy itself that the provisions of this covenant have been compliedwith in all respects

###  

### 3.19.6                                          Not to serve any purchase notice under the Planning Acts requiringany local or other authority to purchase the Tenant’s interest in the Term

###  

### 3.19.7                                          If the Tenant receives any compensation with respect to its interestunder this lease because of a restriction placed upon the user of the DemisedPremises under or by 

 

14

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### virtue of thePlanning Acts then if and when its interest hereunder is surrendered orassigned or determined under the power of re-entry contained in this leaseimmediately to make such provision as is just and equitable for the Landlord toreceive its due benefit from such compensation

###  

**3.20****                                                Advertisements and display of goods**

 

### 3.20.1                                          Not at any time to advertise audibly or visibly on or from theDemised Premises

###  

### 3.20.2                                          Unless otherwise agreed in writing by the Landlord not to leaveplace fix or suspend anything outside the Demised Premises or to block theaccess of light to the Demised Premises

###  

### 3.20.3                                          Not to erect any signs on the exterior elevations of the DemisedPremises facing Islington High Street City Road or Torrens Street or on anyglass in the Demised Premises or without the previous consent in writing of theLandlord to erect any signs elsewhere on the exterior of the Demised Premises

###  

**3.21****                                                Compliance with Landlord’s regulations**

 

To observe allreasonable regulations made by the Landlord from time to time and notified inwriting to the Tenant having as their object the maintenance and generalamenity of the Adjoining or Neighbouring Premises or any part of them ProvidedThat such regulations shall not prevent the beneficial occupation and use ofthe Demised Premises

 

**3.22****                                                Compliance with fire regulations**

 

### 3.22.1                                          To comply with all requirements and recommendations from time totime of the appropriate authority the insurers of the Demised Premises and theLandlord in relation to fire precautions affecting the Demised Premises and inparticular to keep all requisite log-books up to date

###  

### 3.22.2                                          To keep the Demised Premises sufficiently supplied and equipped withsuch fire fighting and extinguishing appliances as shall from time to time berequired by any statute or by the fire or other competent authority or insurersof the Demised Premises or as shall be reasonably required by the Landlord or(at the Landlord’s option) to pay to the Landlord on demand the cost ofproviding and installing any of the same and such appliances shall be open toinspection and shall be maintained to the reasonable satisfaction of theLandlord

###  

### 3.22.3                                          If so required by the Landlord to connect any fire alarm system forthe Demised Premises into any fire alarm system for the Building generally

###  

**3.23****                                                To observe covenants**

 

To observe andperform the agreements covenants and other matters contained or referred to inthe documents specified in schedule 3 in so far as the same are substantiallyand capable of being enforced relate to or affect the Demised Premises and tokeep the Landlord indemnified against all actions proceedings costs claimsdemands expenses and liability in any way relating thereto

 

15

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**USEOF THE DEMISED PREMISES**

 

**3.24****                                                User**

 

Not to use theDemised Premises otherwise than as business commercial or professional offices(but not as diplomatic offices or as a betting office or bookmaker’s office orpassport office or a Social Security or other welfare benefits office or a JobCentre or employment agency or exchange or for any sales of goods on theDemised Premises to visiting members of the public or as a public caller officefor either the payment of welfare benefits or the processing of immigrationapplications) or for such other use within Class B1 of the Town and CountryPlanning (Use Classes) Order 1987 (notwithstanding any re-enactment orsubstitution or amendment or revocation of the same) as shall first be approvedby the Landlord in writing (such approval not to be unreasonably withheld ordelayed) Provided Always that nothing in this sub-clause 3.24 shall prohibitEvolving Systems Limited (formerly called Tertio Telecoms Limited) from usingthe Demised Premises for the purposes of the recruitment of SoftwareConsultants but only on the basis that such recruitment of Software Consultantsis ancillary to their main office use)

 

**3.25****                                                Prohibitions on use**

 

### 3.25.1                                          Not to do or allow any of the following from or on the DemisedPremises:

###  

#### 3.25.1.1                                 anyauction sale

####  

#### 3.25.1.2                                 storageof any specially inflammable or explosive substance or material

####  

#### 3.25.1.3                                 anyactivity which the Landlord reasonably considers inappropriate to the amenityor good order of the Building and/or the Adjoining or Neighbouring Premises orwhich is or which may become illegal or immoral or causes any nuisance damageor loss to any other person

####  

#### 3.25.1.4                                 theplaying of any music or the making of any other sound audible from outside theDemised Premises

####  

#### 3.25.1.5                                 anything whatsoever which may invalidate any insurance or render any increased orextra premium payable for the insurance of the Demised Premises or other partsof the Adjoining or Neighbouring Premises against the Insured Risks and in caseof any increase in any such premium so caused by the Tenant to repay to theLandlord upon demand all sums paid by way of increased premiums and allexpenses incurred by it in consequence of a breach of any of the provisionscontained in this clause 3.25.1.5 and all such payments shall be added to therents reserved by this lease and be recoverable as rent in arrear together withHigher Rate Interest on such sum

####  

### 3.25.2                                          Not to use the Demised Premises or allow them to be used inconjunction with any adjoining premises without the prior written consent ofthe Landlord

###  

#### 3.25.2.1                                 notto install or use in or upon the Demised Premises any machinery or apparatuswhich will cause noise or vibration which can be heard or felt in nearbypremises or outside the Demised Premises or which may cause structural damage

####  

#### 3.25.2.2                                 tokeep all machinery and equipment upon the Demised Premises properly maintainedand in good working order and for that purpose to employ reputable contractorsto be first approved in writing by the 

 

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#### Landlord suchapproval not to be unreasonably withheld or delayed for the regular periodicinspection and maintenance of them to renew all working and other parts as andwhen necessary or when recommended by such contractors to ensure by directionsto the Tenant’s staff and otherwise that such plant apparatus and machinery areproperly operated and to avoid damage to the Demised Premises and any Adjoiningor Neighbouring Premises by vibration or otherwise

####  

### 3.25.3                                          Not to discharge into any of the Conduits serving the DemisedPremises any oil grease or other deleterious matter or any substance whichmight be or become a source of danger or injury to the drainage system

###  

3.25.4.1                                 Not to bring or permit to remain on the Demised Premises any safesmachinery goods or other articles which shall or may strain or damage theBuilding or any part of it

 

3.25.4.2                                 Not without the prior written consent of the Landlord to suspendanything from any ceiling or roof of the Building

 

3.25.4.3                                 On any application by the Tenant for the Landlord’s consent underclause 3.25.4.2 the Landlord shall be entitled to consult and obtain the adviceof an engineer or other person in relation to the ceiling loading proposed bythe Tenant and the Tenant shall repay to the Landlord on demand the reasonableand proper fees of such engineer or other person

 

**3.26****                                                Obstruction**

 

Not to impedethe use by any other person of any area used by the Tenant in common with anyother person

 

**3.27****                                                Refuse disposal**

 

Not to allowrubbish to accumulate on the Demised Premises or in the immediate vicinity

 

**3.28****                                                Encroachments**

 

Not in any wayto obstruct the access of light to the Demised Premises or the Building nor topermit any third person to acquire any rights in respect of the DemisedPremises and to give immediate notice to the Landlord of any attempt by suchthird person so to do and on the request of the Landlord but at the cost of theTenant take such action as may be reasonably required for preventing any suchrights from being acquired AND the Landlord may enter upon the Demised Premisesto take such action if the Tenant fails to do so

 

**3.29****                                                Indemnity for the Landlord**

 

To indemnifythe Landlord from and against liability in respect of all loss damage actionsproceedings claims demands costs damages liability and expenses in respect ofany breach non-observance or non-performance of the tenants covenants withinthis lease

 

**3.30****                                                Assignment and Underletting**

 

**Alienation**

 

In this clause3.30 the following expressions shall have the following meanings.

 

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“Application”                                                                     the application made by the Tenant for the Landlord’s consent to theProposed Assignment

 

“Current Tenant”                                                   the Tenant in whom the Term is vested at the date of the Application

 

“Proposed Assignee”                           the person to whom the Current Tenant wishes to assign this lease asstated in the Application

 

“Proposed Assignment”             the assignment for which Landlord’s consent is requested by theApplication

 

“Proposed Guarantor”                         the person who will guarantee to the Landlord the obligations of theProposed Assignee but this expression shall not include the Current Tenant

 

### 3.30.1                                          Not to hold on trust for another or (save pursuant to a transactionpermitted by and effected in accordance with the provisions of this lease) partwith or share the possession of the whole or any part of the Demised Premisesor permit another to occupy the whole or any part of the Demised Premises

###  

### 3.30.2                                          Not to assign part only of the Demised Premises

###  

### 3.30.3                                          Not to mortgage or charge the whole or any Permitted Part of theDemised Premises save at arm’s length to a bona fide bank or other substantialfinancial institution and then only with the prior written consent of theLandlord (such consent not to be unreasonably withheld or delayed) save that noconsent shall be required for the creation of any floating charges

###  

### 3.30.4                                          Not to underlet any part of the Demised Premises save a PermittedPart in accordance with this clause 3.30

###  

### 3.30.5                                          For the purposes of section 19(1A) of the 1927 Act it is agreed thatthe Landlord may withhold its consent to an assignment of the whole of theDemised Premises in the following circumstances:

###  

#### 3.30.5.1                                 wherethe Proposed Assignee enjoys diplomatic or state immunity

####  

#### 3.30.5.2                                 wherethe Proposed Assignee:

####  

##### 3.30.5.2.1                        isincorporated established or ordinarily resident or

#####  

##### 3.30.5.2.2                        primarilyoperates its business or

#####  

##### 3.30.5.2.3                        predominantlyholds its assets

#####  

otherwise thanin the United Kingdom or a jurisdiction where reciprocal arrangements exist forthe enforcement of judgements of the Courts of the United Kingdom

 

#### 3.30.5.3                                 wherein the reasonable opinion of the Landlord the Proposed Assignee is not ofsufficient financial standing to enable it to comply with the covenants on thepart of the Tenant and the conditions contained in this lease

####  

#### 3.30.5.4                                 whereit is proposed that the Proposed Guarantor shall act as guarantor for theProposed Assignee pursuant to clause 3.30.7 and the circumstances described inclauses 3.30.5.1  3.30.5.2 and 3.30.5.3but 

 

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#### with thesubstitution of references to the Proposed Guarantor for references to theProposed Assignee or any of them exist PROVIDED that if there is a ProposedGuarantor and none of the said circumstances exist in relation to the ProposedGuarantor then the Landlord shall not be entitled to withhold its**consent pursuant to this clause 3.30.5 only on the groundsthat any of the said circumstances exist in relation to the Proposed Assignee

####  

### 3.30.6                                          For the purposes of section 19(1A) of the 1927 Act it is furtheragreed that:

###  

#### 3.30.6.1                                 anyconsent of the Landlord to an assignment of the whole of the Demised Premisesshall be subject to the payment to the Landlord of all rents and other sumswhich have become due and payable under this lease prior to the date ofcompletion of the Proposed Assignment

####  

#### 3.30.6.2                                 theLandlord may withhold its consent to the Proposed Assignment until the Landlordhas received certified copies of the audited accounts of the Proposed Assigneeand (if applicable) the Proposed Guarantor for each of the three financialyears of the Proposed Assignee and (if applicable) the Proposed Guarantorimmediately preceding the date of the Application or where the Proposed Assigneeor (as the case may be) the Proposed Guarantor is a limited company and eitherits accounts for the financial year immediately preceding the date of theApplication have not been audited or it has not been trading for the threeyears immediately preceding the date of the Application such audited managementor other accounts as are available for each of those three years and has had areasonable opportunity to consider the same

####  

#### 3.30.6.3                                 theProposed Assignee shall covenant with the Landlord to comply with section 6(1)of the 2002 Act in respect of the assignment and indemnify and keep indemnifiedthe Landlord from and against all actions proceedings costs claims losses andliabilities arising as a result of any failure to do so

####  

### 3.30.7                                          For the purposes of section 19(1A) of the 1927 Act and section 16 ofthe 1995 Act it is agreed that any consent of the Landlord to an assignment ofthe whole of the Demised Premises shall be subject to a condition that theCurrent Tenant shall prior to such assignment being completed execute anddeliver to the Landlord an authorised guarantee agreement which shall beprepared by the Landlord’s solicitors containing covenants on the part of theCurrent Tenant in such form as the Landlord may reasonably require and in compliancewith section 16 of the 1995 Act

###  

### 3.30.8                                          If the Landlord reasonably so requires the Tenant shall obtain aguarantor (who shall be a person who is reasonably acceptable to the Landlord)for any person to whom this lease is to be assigned and such guarantor shallexecute and deliver to the Landlord a deed containing covenants by thatguarantor (or if more than one joint and several covenants) with the Landlordas a primary obligation in the terms set out in clause 7 (with any necessarychanges) or in such other terms as the Landlord may reasonably require

###  

### 3.30.9                                          Without prejudice to the foregoing provisions of this clause theTenant shall not assign the whole of the Demised Premises without the priorwritten consent of the Landlord and (save in relation to the circumstances setout in clause 3.30.5 and the conditions mentioned in clauses 3.30.6**and 3.30.7 which shall have effect in accordance withsection 19 of the 1927 Act and the 1995 Act) the Landlord shall notunreasonably withhold or delay such consent and the parties hereby agree thatin 

 

19

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### consideringwhether or not the Landlord is reasonably withholding such consent due andproper regard shall be had to the provisions and effect of the 1995 Act

###  

### 3.30.10                                    TheLandlord may at any time or times during the Term abandon any of thecircumstances set out in clause 3.30.5 and/or any of the conditions referred toin clause 3.30.6 by serving written notice to that effect on the Tenant andupon service of any such notice the circumstance(s) or condition(s) thereinspecified shall be deemed to be deleted from this lease and of no furthereffect

###  

### 3.30.11                                    Notto underlet the whole of the Demised Premises or a Permitted Part save inaccordance with the provisions of clauses 3.30.12 and 3.30.13 hereof and thenonly with the prior written consent of the Landlord which consent shall not beunreasonably withheld or delayed

###  

### 3.30.12                                    Thateach and every permitted underlease shall be granted without any fine orpremium at a rent not less than the then open market rental value of thepremises to be underlet (“the underlet premises”) such rent being payable inadvance on the usual quarter days and shall contain provisions:

###  

#### 3.30.12.1                           for theupwards only review of the rent reserved by such underlease on the bases and onthe dates on which the yearly rent is to be reviewed under this lease

####  

#### 3.30.12.2                           prohibitingthe undertenant from doing or allowing any act or thing in relation to theunderlet premises inconsistent with or in breach of the provisions of thislease

####  

#### 3.30.12.3                           forre-entry by the Landlord on breach of any covenant by the undertenant

####  

#### 3.30.12.4                           imposing anabsolute prohibition against all dispositions of or other dealings whateverwith the underlet premises other than an assignment or charge of the whole

####  

#### 3.30.12.5                           prohibitingany assignment of the whole without the prior consent of the Landlord whichshall not be unreasonably withheld or delayed under this lease and any mortgageor charge of the whole save at arm’s length to a bona fide bank or othersubstantial institution and then only with the prior written consent of theLandlord under this lease which shall not be unreasonably withheld or delayed

####  

#### 3.30.12.6                           prohibitingthe undertenant from permitting another to occupy the whole or any part of theunderlet premises

####  

#### 3.30.12.7                           providingthat for the purposes of section 19(1A) of the 1927 Act and section 16 of the1995 Act any consents to an assignment of the underlease shall be subject to acondition that the undertenant of the underlease shall prior to such assignmentbeing completed execute and deliver to the Tenant and the Landlord of thislease a deed which shall be prepared by the Landlord’s solicitors containingcovenants on the part of the then undertenant with the Tenant and as separatecovenants with the Landlord in such form as the Landlord may reasonably require

####  

#### 3.30.12.8                           excludingthe operation of sections 24 to 28 (inclusive) of the 1954 Act in relation tothe tenancy created by such underlease

 

20

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#### 3.30.12.9                           requiringthe undertenant to comply with section 6(1) of the 2002 Act in respect of theunderlease and to indemnify and keep indemnified the Landlord from and againstall actions proceedings costs claims losses and liabilities arising as a resultof any failure to do so

####  

### 3.30.13                                    Priorto any permitted underletting to procure that:

###  

#### 3.30.13.1                           theundertenant enters into direct covenants with the Landlord to perform thecovenants on the part of the Tenant contained in this lease (except payment ofall the rents reserved by the lease) insofar as the same affect or relate tothe premises comprised in such underlease

####  

#### 3.30.13.2                           if theLandlord shall reasonably so require at least two directors of the undertenant(if the permitted undertenant is a limited company) or some other guarantor orguarantors reasonably acceptable to the Landlord enter into direct covenantswith the Landlord in similar form to the Guarantor’s covenants in this leasebut with such amendments as shall be necessary to make them applicable to anunderlease

####  

#### 3.30.13.3                           an order ofthe court authorising an agreement between the parties to such underleaseexcluding the operation of sections 24 to 28 (inclusive) of the 1954 Act inrelation to the tenancy created by such underlease has been obtained andproduced to the Landlord

####  

### 3.30.14                                    Toenforce the performance and observance by every such undertenant of theprovisions of the underlease and not at any time either expressly or byimplication to waive any of the covenants or conditions on the part of anyundertenant or assignee of any underlease or any breach thereof nor (withoutthe consent of the Landlord) vary the terms of any permitted underlease insofaras such terms were required in order to comply with the provisions of thislease and not to be party or privy to any agreement or arrangement for thecommutation in whole or in part of any annual rent to be reserved and madepayable by any underletting and no rent reserved by an underlease shall bepayable more than one quarter in advance

###  

### 3.30.15                                    Inrelation to any permitted underlease:

###  

#### 3.30.15.1                           to ensurethat the rent is reviewed in accordance with the terms of the underlease

####  

#### 3.30.15.2                           not toagree the reviewed rent with the undertenant without the prior written approvalof the Landlord (such approval not to be unreasonably withheld or delayed)

####  

#### 3.30.15.3                           to givenotice to the Landlord of the details of the agreement or determination ofevery rent review within fourteen days

####  

### 3.30.16                                    Priorto the assignment of any permitted underlease the Tenant shall procure thatthere are delivered:

###  

#### 3.30.16.1                           to theLandlord a deed containing covenants by the assignee with the Landlord in suchform as the Landlord may reasonably require to perform and observe all thetenant’s covenants in and all other provisions of the underlease during theresidue of the term of the underlease (including any continuation thereof) and

####  

#### 3.30.16.2                           to theLandlord and separately to the Tenant a deed containing covenants by theassignor with the Landlord in such form as the 

 

21

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#### Landlord mayreasonably require if the Landlord’s consent to such assignment is subject to acondition that the undertenant enters into a deed as contemplated by clause3.30.12.7

####  

#### 3.30.16.3                           to theLandlord a deed containing covenants by the assignee with the Landlord tocomply with section 6(1) of the 2002 Act in respect of the assignment andindemnify and keep indemnified the Landlord from and against all actionsproceedings costs claims losses and liabilities arising as a result of anyfailure to do so

####  

### 3.30.17                                    Priorto the grant of an underlease of any Permitted Part the Tenant will obtain anyplanning permission and other consents or approvals required and subject to theLandlord first approving in writing any such permission and consents (suchapproval only to be withheld on the basis that in the Landlord’s reasonableopinion any condition does or might prejudice the Landlord’s interest in theDemised Premises or the Adjoining or Neighbouring Premises or any part or partsthereof) the Tenant will carry out all necessary works (which have beenapproved by the Landlord in accordance with clause 3.13) to enable suchPermitted Part and the remainder of the Demised Premises to form separateself-contained accommodation all such works to be carried out in a good andworkmanlike manner and in accordance with plans and specifications which shallhave first been approved by the Landlord the approval of the Landlord beingsubject to the same conditions and provisions and as set out in clause 3.13

###  

### 3.30.18                                    Notwithstandinganything herein contained at no time during the Term shall more than onePermitted Part be underlet at any time

###  

### 3.30.19                                    Within21 days of any written request by the Landlord to supply to the Landlord suchinformation as the Landlord may reasonably require in respect of anyapplication made pursuant to this clause 3.30 and in respect of any tenants orundertenants or occupiers of the Demised Premises including copies of anyleases or other documents relating thereto and in respect of any expenditure(incurred by the Tenant within twelve months of such request) on repair andmaintenance of the Demised Premises

###  

### 3.30.20                                    Notwithstandinganything herein contained it is hereby agreed and declared that the Tenant maywithout any consent of the Landlord share occupation of the Demised Premises orany part or parts thereof with (as licensee only)

###  

#### 3.30.20.1                           any whollyowned subsidiary (as defined by section 736 of the Companies Act 1985) for thetime being of the Tenant

####  

#### 3.30.20.2                           any holdingcompany (as defined by the said section 736) for the time being of the Tenant(not being the Tenant itself)

####  

PROVIDEDTHAT no relationship of landlord and tenant is thereby created and that anysuch company or body immediately vacates the Demised Premises on its ceasing tobe a company as described in clauses 3.30.20.1 and 3.30.20.2

 

**3.31****                                                Registration**

 

### 3.31.1                                          To register with the Landlord within 21 days’ notice of any dealingor devolution whatsoever with the interest and estate created by this lease (orany review of the rent payable under an underlease) together with the identityand address of any person (whether mediate or intermediate) to whom anyinterest or estate has passed and produce to the Landlord’s solicitors acertified copy of the assurance 

 

22

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### underlease orother relevant deed or document (including a rent review memorandum) and to payto them their reasonable fees for such registration

###  

### 3.31.2                                          Within seven days of completion of the registration of suchassignment or underlease or other disposition or devolution pursuant to the2002 Act to provide to the Landlord official copies showing the registrationthereof

###  

**3.32****                                                Covenants in the Superior Lease**

 

To observe andperform the covenants on the part of the Landlord as tenant under the SuperiorLease (save for the payment of rents) insofar as the same relate to or affectthe Demised Premises

 

**3.33****                                                Information**

 

If called uponto do so to furnish to the Landlord or any person acting as the third partydetermining any rent in default of agreement between the parties under anyprovisions for rent review contained in this lease such information as mayreasonably be requested in writing in relation to the implementation of anyprovisions for rent review

 

**3.34****                                                Keyholders**

 

To ensure thatat all times the Landlord has written notice of the name home address and hometelephone number of at least one keyholder of the Demised Premises

 

**3.35****                                                New guarantor**

 

Withinfourteen days of the death during the Term of any Guarantor or of such personhaving a receiver appointed under the Mental Health Act 1983 or there occurringin relation to any Guarantor a Terminating Event as defined in clause 6.1.2 togive notice of this to the Landlord and if so required by the Landlord at theexpense of the Tenant to procure some other person acceptable to the Landlordto execute a guarantee in respect of the Tenant’s obligations contained in thislease in the form of the Guarantor’s covenants contained in this lease within28 days of being so required by the Landlord

 

**3.36****                                                Landlord’s rights**

 

To permit theLandlord and all others authorised by it at all times subject to the prescribednotice periods set out in this lease during the Term to exercise withoutinterruption or interference any of the rights granted to it by virtue of theprovisions of this lease

 

**3.37****                                                2002 Act**

 

### 3.37.1                                          To comply with section 6(1) of the 2002 Act in respect of the grantof this lease or a subsequent assignment thereof and to indemnify and keepindemnified the Landlord from and against all actions proceedings costs claimslosses and liabilities arising as a result of any failure to do so

###  

### 3.37.2                                          If this lease or any easement or any other matters therein areregistered or noted in any registers pursuant to the 2002 Act then on theexpiration or sooner determination of the Term to deliver to the Landlord theoriginal of this lease and any other documentation in the Tenant’s possessionor control necessary to procure 

 

23

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### the closure ofthe registered title thereto and the cancellation of any such noting thereof

###  

# **4.**                                                              INSURANCE

# ** **

**4.1****                                                       Landlord to insure**

 

The Landlordcovenants with the Tenant during the period whilst it is the Landlord andwithout liability in respect of any subsequent period to use all reasonableendeavours to ensure that the landlord under the Superior Lease keeps theBuilding insured with some publicly quoted insurance company or with Lloyds’Underwriters and through such agency as the superior landlord shall from timeto time decide subject to such exclusions excesses and limitations as may beimposed by the insurers in accordance with the covenant to insure contained inthe Superior Lease:

 

4.1.1                                                in the full reinstatement cost of the Building against loss ordamage by the Insured Risks including architects’ surveyors’ and otherprofessional fees (and Value Added Tax thereon) and expenses incidental theretothe cost of shoring up demolition and site clearance and similar expenses

 

4.1.2                                                the breakdown and explosion of any engineering and electrical plantand machinery to the extent that they are not covered by clause 4.1.1

 

AND to use allreasonable endeavours to ensure that the landlord under the Superior Leaseand/or the Landlord insures (subject to such exclusions excesses andlimitations as may be imposed by the insurers) the loss of rent (excludingService Charge and Insurance Rent but including any Value Added Tax chargeableon the rent firstly reserved) or rental value from time to time payable orreasonably estimated to be payable for such period (being four years) as may bereasonably required by the Landlord from time to time having regard to thelikely period required for reinstatement of the Building in the event ofpartial or total destruction and property owners’ liability and such otherinsurances as the Landlord or any superior landlord may from time to time deemnecessary to effect

 

**4.2****                                                       Landlord to produce evidence of insurance**

 

At the requestof the Tenant the Landlord shall as soon as reasonably practicable produce tothe Tenant reasonable evidence from the insurers of the terms of the policy ofsuch insurance and the fact that the policy is subsisting and in effect

 

**4.3****                                                       Destruction of the Building**

 

If the DemisedPremises or any part of the Building is destroyed or damaged by any of theInsured Risks but subject always to the provisions of clause 4.4 hereof then:

 

4.3.1                                                unless payment of the insurance monies shall be refused in whole orin part by reason of any act or default of the Tenant or any undertenant or anyperson under its or their control and

 

4.3.2                                                subject to the Landlord being able to obtain any necessary planningconsents and all other necessary licences approvals and consents which theLandlord shall use its reasonable endeavours to obtain but shall not be obligedto institute any appeals and

 

24

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4.3.3                subject to the necessary labour and materials being and remainingavailable which the Landlord shall use its reasonable endeavours to obtain assoon as practicable

 

the Landlord shall use its reasonableendeavours to procure that the superior landlord under the Superior Lease laysout the net proceeds of such insurance (other than any in respect of loss ofrent) in the rebuilding and reinstatement of the premises so destroyed ordamaged substantially as the same were prior to any such destruction or damage

 

## **4.4****                                                       Option to determine by the Landlord or the Tenant**

##  

If any destruction or damage shall renderthe Building or the Demised Premises or the means of access thereto or theplant and equipment serving the Demised Premises unfit for use or occupationand such destruction or damage is not reinstated within three years and sixmonths of such destruction or damage then either the Landlord or the Tenant maydetermine this lease by giving to the other not less than six months’ notice inwriting but in the case of the Tenant it shall not be entitled to give noticewhere the insurance monies are wholly or partially irrecoverable by reasonsolely or in part of any act default or neglect of the Tenant its servantsagents or licensees and such determination shall be without prejudice to anyclaim by either party against the other in respect of any antecedent breach ofcovenant PROVIDED ALWAYS that if such option shall be exercised then theLandlord shall be relieved from the obligation to lay out the net proceeds ofsuch insurance as aforesaid and shall be solely entitled to all monies payableunder or by virtue of any such insurance

 

## **4.5****                                                       Frustration**

##  

If for any reason whatsoever the obligationby the Landlord to rebuild or reinstate as set out in this lease or that of thesuperior landlord under the Superior Lease becomes impossible to perform suchobligation shall immediately be deemed to have been discharged and the Landlordshall be solely entitled to all monies payable by virtue of any such insurancesand the Landlord may at any time thereafter by notice in writing given to theTenant determine this lease but without prejudice to any claim by either partyagainst the other in respect of any antecedent breach of covenant

 

## **4.6****                                                       Payment of insurance monies refused/excess**

##  

### 4.6.1                                                If the payment of any insurance monies is refused in whole or inpart as a result of some act or default of the Tenant or any undertenant or anyperson under its control the Tenant shall pay to the Landlord on demand theamount so refused together with Higher Rate Interest on such amount from thedate of such demand

###  

### 4.6.2                                                If at any time any claim shall be made under the insurance policyeffected by the Landlord against the Insured Risks the Tenant shall repay tothe Landlord on demand any amount (or a proportion thereof as properlydetermined by the Lessor where the claim relates to the Demised Premises andother premises) which may be deducted or disallowed by the insurers pursuant toany excess provision in the insurance policy upon settlement of any claim

###  

## **4.7****                                                       Benefit of other insurances**

##  

If the Tenant becomes entitled to thebenefit of any insurance on the Demised Premises which is not effected ormaintained in pursuance of the obligations contained in this lease then theTenant shall apply all monies received by virtue of

 

25

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such insurance in making good the loss ordamage in respect of which such monies were received

 

## **4.8****                                                       Insurance becoming void**

##  

The Tenant shall not do anything to causeany policy of insurance in respect of the Demised Premises or the Building andagainst damage by any of the Insured Risks to become void or voidable or tocause the rate of premium payable to be increased and shall repay on demand tothe Landlord all sums paid by way of increased premiums and all expensesincurred by the Landlord

 

## **4.9****                                                       Requirements of insurers**

##  

The Tenant shall at all times comply withall requirements of the superior landlord’s and/or the Landlord’s insurers sofar as such requirements are known to the Tenant

 

## **4.10****                                                Notice by Tenant**

##  

The Tenant shall immediately upon becomingaware of the same give notice to the Landlord of the occurrence of any eventagainst which insurance is likely to have been effected by the Landlord or anysuperior landlord

 

## **4.11****                                                Cesser of rent**

##  

If the Demised Premises or the Building orany part of either of them is destroyed or damaged by any of the Insured Risksso as to render the Demised Premises unfit for occupation and use orinaccessible and the policy or policies of insurance have not been vitiated orpayment of the policy monies refused in whole or in part in consequence of someact or default of the Tenant or any undertenant or any person under the Tenant’sand/or the undertenant’s control then the rent first reserved under this lease(or a fair proportion according to the nature and extent of the damagesustained) shall be suspended until the Demised Premises shall be againrendered fit for occupation and use and accessible or until the expiration offour years commencing on the date of the destruction or damage (whichever shallbe the earlier) any dispute regarding the cesser of rent shall be referred toarbitration PROVIDED ALWAYS that under no circumstances shall the amount of therent which ceases to be payable hereunder exceed the amount received by theLandlord in respect of the loss of rent insurance relating to the DemisedPremises

 

# **5.**                                                              LANDLORD’S COVENANTS

# ** **

## **5.1****                                                           Quiet enjoyment**

##  

The Landlord covenants that the Tenant maypeaceably and quietly hold and enjoy the Demised Premises for the ContractualTerm without any interruption from the Landlord or any person lawfully claimingthrough under or in trust for the Landlord

 

## **5.2****                                                       Services**

##  

Subject to the payment by the Tenant of theService Charge the Landlord covenants with the Tenant to provide or procure theprovision of such Services as the Landlord considers appropriate and desirablefor the proper management maintenance and operation of the Estate the Buildingand/or the Car Park acting at all times in accordance with the principles ofgood estate management (it being expressly agreed that the principles of goodestate management require the lifts of the Building to be in working order andfor the Demised Premises to be supplied as appropriate with heating and airconditioning) Provided Nevertheless that the

 

26

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Landlord shall not be responsible for anybreakdown or delay in the provision of any of the Services due to circumstancesbeyond the entire control of the Landlord

 

## **5.3****                                                       Superior lease**

##  

The Landlord with the Tenant by way ofindemnity only to observe and perform the covenants on the part of the tenantcontained in the Superior Lease but only insofar as they are not theresponsibility of the Tenant pursuant to the terms of this lease

 

# **6.**                                                              PROVISOS AND AGREEMENTS

# ** **

PROVIDED ALWAYS IT IS HEREBY AGREED ANDDECLARED as follows:

 

## **6.1****                                                       Re-entry**

##  

### 6.1.1                                                If and whenever during the Term:

###  

#### 6.1.1.1             the rents (or any of them or any part of them) under this lease areoutstanding for 21 days after becoming due whether formally demanded or not or

####  

#### 6.1.1.2             there is a breach by the Tenant or the Guarantor of any covenant orother term of this lease or any document supplemental to this lease or

####  

#### 6.1.1.3             there occurs in relation to the Tenant or any Guarantor aTerminating Event as defined in clause 6.1.2

####  

the Landlord may re-enter the DemisedPremises (or any part of them in the name of the whole) at any time (and evenif any previous right of re-entry has been waived) and then the Term willabsolutely cease but without prejudice to any rights or remedies which may haveaccrued to the Landlord against the Tenant or the Guarantor in respect of anybreach of covenant or other term of this lease (including the breach in respectof which the re-entry is made)

 

### 6.1.2                                                For the purposes hereof “Terminating Event” means any of thefollowing:

###  

#### 6.1.2.1             in relation to an individual:

####  

##### 6.1.2.1.1          the individual failing to pay a debt or debts which is or are in theaggregate equal to or in excess of the bankruptcy level from time to time and astatutory demand in respect thereof having been neither complied with nor setaside

#####  

##### 6.1.2.1.2          the making of an application to the Court for an interim order underpart VIII of the Insolvency Act 1986

#####  

##### 6.1.2.1.3          the presentation of a bankruptcy petition in respect of theindividual

#####  

##### 6.1.2.1.4          the appointment of an interim receiver in respect of the individual’sproperty or any of it

#####  

##### 6.1.2.1.5          the making of a bankruptcy order in respect of the individual (whetherin England or elsewhere)

#####  

#### 6.1.2.2             in relation to a company:

####  

#### 27

#### 

####  

##### 6.1.2.2.1          the presentation of a petition for the winding up of the company

#####  

##### 6.1.2.2.2          the passing of a resolution to wind up the company (other than inconnection with a member’s voluntary winding up for the purposes of anamalgamation or reconstruction which has the prior written consent of theLandlord) or the convening of a meeting of the company’s creditors for thepurposes of considering a resolution that the company be wound up voluntarily

#####  

##### 6.1.2.2.3          the making of a winding up order in relation to the company (whetherin England or elsewhere)

#####  

##### 6.1.2.2.4          any person becoming entitled to appoint an administrative receiverof the undertaking of the company or any part of it

#####  

##### 6.1.2.2.5          the appointment of such an administrative receiver

#####  

##### 6.1.2.2.6          the passing of a resolution to present a petition for anadministration order in respect of the company

#####  

##### 6.1.2.2.7          the presentation of a petition for the making of an administrationorder in respect of the company

#####  

##### 6.1.2.2.8          the making of an administration order in respect of the company

#####  

##### 6.1.2.2.9          the directors of the company or a nominee convening a meeting of thecompany’s creditors or any of them or submitting a proposal in respect of avoluntary arrangement to the company’s creditors or any of them pursuant topart I of the Insolvency Act 1986

#####  

##### 6.1.2.2.10        the company making an application to the Court under section 425of the Companies Act 1985

#####  

##### 6.1.2.2.11        the publication of a notice pursuant to section 652 of theCompanies Act 1985 in the Gazette with a view to the Company’s name beingstruck off the Register of Companies (whether or not the Company is struck offor is subsequently re-stored on such Register)

#####  

#### 6.1.2.3             in relation to any person (whether an individual or a company):

####  

##### 6.1.2.3.1          the convening of a meeting of the person’s creditors or any of themor the entering into of any arrangement scheme compromise moratorium orcomposition with the person’s creditors or any of them (whether pursuant topart I or part VIII of the Insolvency Act 1986 or otherwise)

#####  

##### 6.1.2.3.2          the appointment of a receiver in respect of any of the person’sassets

#####  

##### 6.1.2.3.3          any steps being taken to enforce any security over the person’sproperty or to repossess goods in the person’s possession under any hirepurchase agreement

#####  

##### 28

##### 

#####  

##### 6.1.2.3.4          any distress attachment execution or other legal process beinglevied on or enforced against any of the person’s assets

#####  

## **6.2****                                                       Exclusion of Landlord’s liability**

##  

The Landlord shall be under no liabilityfor or in respect of any loss or damage which may be caused to the Tenant itsemployees or visitors or to the Demised Premises by reason of any act neglector default of any third party on any part of the Building and/or the Adjoiningor Neighbouring Premises or in respect of any breach of any obligation on thepart of the Landlord herein contained for repair or maintenance unless theLandlord has received notice in writing that repair is necessary unless itknows of the necessity for such work and then only if it is able to obtain allnecessary permissions or consents to the carrying out of such work and if thenecessary labour and materials are available

 

## **6.3****                                                       Landlord not responsible for goods**

##  

The Landlord shall be under noresponsibility whatsoever in respect of any goods or articles left for theTenant with the Landlord’s employees

 

## **6.4****                                                  Disputes**

##  

Any dispute arising between the Tenant and anythird party as to any easement or rights whatsoever in connection with the useor occupation of the Demised Premises and any other part of the Building or asto the Common Parts the Common Accessways and/or any Adjoining or NeighbouringPremises shall be decided by the Landlord or whom it may direct whose decisionshall be final and binding on the Tenant

 

## **6.5****                                                       Notices**

##  

The provisions of section 196 of theLaw of Property Act 1925 as amended by the Recorded Delivery Service Act 1962shall apply to the giving and service of all notices and documents under or inconnection with this lease except that section 196 shall be deemed to beamended as follows:

 

6.5.1                the final words of section 196 (4) ’... and that service.... be delivered’ shall be deleted and there shall be substituted ‘... and thatservice shall be deemed to be made on the second Working Day after theregistered letter has been posted “Working Day” meaning any day from Monday toFriday (inclusive) other than Christmas Day Good Friday and any statutory bankor public holiday’

 

6.5.2                any notice or document shall also be sufficiently served if sent bytelephonic facsimile transmission or any other means of electronic writtentransmission to the party to be served and that service shall be deemed to bemade on the day of transmission if transmitted before 4 pm on a Working Day butotherwise on the next following Working Day (as defined above)

 

and in this clause ‘party’ includes anyGuarantor

 

29

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## **6.6****                                                       Value Added Tax**

##  

All sums payable by the Tenant hereunderwhich are from time to time subject to Value Added Tax shall be considered tobe tax exclusive sums and Value Added Tax at the appropriate rate shall bepayable by the Tenant in addition thereto

 

## **6.7****                                                       Exclusion of statutory compensation**

##  

Any statutory right of the Tenant to claimcompensation from the Landlord on vacating the Demised Premises shall beexcluded to the extent that the law allows

 

**DEVELOPMENT BY THE LANDLORD**

 

## **6.8****                                                       No rights of light etc**

##  

The Tenant shall not be entitled to anyrights of access of light or air to the Demised Premises which would restrictor interfere with the free use of any of the Adjoining or Neighbouring Premisesfor building or any other purpose

 

## **6.9****                                                       Landlord free to develop**

##  

Nothing herein contained or implied by thislease shall impose any restriction on the use or development of any land orbuildings of the Landlord (other than the Demised Premises) whether or notcomprised within the Building and/or any Adjoining or Neighbouring Premises orgive the Tenant the right to enforce or to prevent the release or modificationof any obligation entered into by any tenant of the Landlord in respect ofproperty other than the Demised Premises or shall operate to prevent or restrictin any way the development and use of any such land

 

## **6.10****                                                Landlord free to build into Structure**

##  

Nothing in this lease shall restrict theright of the Landlord at any time to build into under or upon the Structureand/or any Adjoining or Neighbouring Premises so long as the services andamenities properly adequate to permit the Tenant’s use and enjoyment of theDemised Premises for the purpose permitted hereunder remain available at alltimes

 

## **6.11****                                                Exclusion of use warranty**

##  

Nothing in this lease or in any consentgranted by the Landlord under this lease shall imply or warrant that theDemised Premises may lawfully be used under the Planning Acts for the purposeauthorised in this lease (or any purpose subsequently authorised)

 

## **6.12****                                                Entire understanding**

##  

This Lease embodies the entireunderstanding of the parties relating to the Demised Premises and to all thematters dealt with by any of the provisions of this lease

 

## **6.13****                                                Representations**

##  

The Tenant acknowledges that this lease hasnot been entered into in reliance wholly or partly on any statement orrepresentation made by or on behalf of the Landlord except any such statementor representation that is expressly set out in this lease or is given inwriting by the Landlord’s solicitors or in written replies of the Landlord’ssolicitors given in response to preliminary enquiries raised by the Tenant’ssolicitors

 

30

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## **6.14****                                                Licences etc under hand**

##  

Whilst the Landlord is a limited company orother corporation all licences consents approvals and notices required to begiven by the Landlord shall be sufficiently given if given under the hand of adirector the secretary or other duly authorised officer of the Landlord

 

## **6.15****                                                Tenant’s property**

##  

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

 

### 6.15.1                                          the Landlord may as the agent of the Tenant sell such property andthe Tenant will indemnify the Landlord against any liability incurred by it toany third party whose property shall have been sold by the Landlord in themistaken belief held in good faith (which shall be presumed unless the contrarybe proved) that such property belonged to the Tenant

###  

### 6.15.2                                          if the Landlord having made reasonable efforts is unable to locatethe Tenant the Landlord shall be entitled to retain such proceeds of saleabsolutely unless the Tenant shall claim them within three months of the dateupon which the Tenant vacated the Demised Premises and

###  

## **6.16****                                                Enforcement of Landlord’s covenants**

##  

The covenants on the part of the Landlordcontained in or obligations on its part implied by this lease shall be bindingin full upon the owner of the reversion expectant upon the expiration of theTerm but shall not be enforceable against any person firm or company who hasowned such reversion after he or it shall have parted with all interest therein

 

## **6.17****                                                Entry for Distress**

##  

That if the whole or any part of anypayments to be made by the Tenant to the Landlord hereunder shall be in arrearfor 21 days (whether any legal demand therefor shall have been made or not) itshall be lawful for the Landlord to enter into and upon the Demised Premises atany time by any means not involving assaulting any person and distrain and todispose of the distress or distresses then and there found and to apply theproduce thereof in or towards payment of the said payments in arrear and sothat the power of the Landlord to distrain upon the Demised Premises shallextend to and include any tenant’s fixtures or fittings not otherwise by Lawdistrainable which may from time to time be thereon

 

## **6.18****                                                Acceptance of rent no waiver**

##  

That no demand for acceptance of or receiptfor rent by the Landlord after knowledge or notice received by the Landlord orits agents or the Landlord’s surveyor of any breach of any of the Tenant’scovenants hereunder shall operate as a waiver of any such breach

 

31

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## **6.19****                                                Interference with easements**

##  

The Landlord shall not have any liabilityin damages or otherwise in respect of the manner of the exercise of theLandlord’s absolute discretion to take or refrain from taking steps in respectof any obstruction of or interference with any easements rights or privilegesappurtenant to the Demised Premises by any third parties

 

## **6.20****                                                Rights easements etc**

##  

The operation of section 62 of the Lawof Property Act 1925 shall be excluded from this lease and the only rightsgranted to the Tenant are those (if any) expressly set out in this lease andthe Tenant shall not by virtue of this lease be deemed to have acquired or beentitled to and the Tenant shall not during the Term acquire or become entitledto by any means whatever any easement from or over or affecting any other landor premises now or at any time after the date of this lease belonging to theLandlord and not comprised in this lease

 

## **6.21****                                                Jurisdiction**

##  

The English Courts shall have exclusivejurisdiction regarding all matters appertaining to this lease and the partieshereto (including any Guarantor) and all other persons or companies concernedwith regard to this lease shall submit to such jurisdiction

 

## **6.22****                                                Covenants relating to Adjoining or Neighbouring Premises**

##  

Nothing contained in or implied by thislease shall give the Tenant the benefit of or the right to enforce or toprevent the release or modification of any covenant agreement or conditionentered into by any tenant of the Landlord in respect of any part of anyAdjoining or Neighbouring Premises

 

## **6.23****                                                Effect of waiver**

##  

Each of the Tenant’s covenants shall remainin full force both at law and in equity notwithstanding that the Landlord shallhave waived or released temporarily any such covenant or waived or releasedtemporarily or permanently revocably or irrevocably any similar covenant orcovenants affecting any Adjoining or Neighbouring Premises

 

## **6.24****                                                Perpetuity period**

##  

The perpetuity period applicable to thislease shall be 80 years from the commencement of the Contractual Term andwhenever in this lease either party is granted a future interest there shall bedeemed to be included in respect of every such grant a provision requiring thatfuture interest to vest within the stated period and for it to be void forremoteness if it shall not have so vested

 

# **7.**                                                              GUARANTOR’S COVENANTS

# ** **

The Guarantor covenants with the Landlordthat:

 

## **7.1****                                                       To pay observe and perform**

##  

During the Term the Tenant shall punctuallypay the rents and observe and perform the Tenant’s Covenants (as hereinafterdefined) and other terms of this lease and if at any such time the Tenant shallmake any default in payment of the rents or in observing or performing any ofthe Tenant’s Covenants (as hereinafter defined) or

 

32

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other terms of this lease the Guarantorwill pay the rents and observe or perform the Tenant’s Covenants (ashereinafter defined) or terms in respect of which the Tenant shall be indefault and make good to the Landlord on demand and indemnify the Landlordagainst all losses damages costs and expenses arising or incurred by theLandlord as a result of such non-payment non-performance or non-observance(including but without limitation any costs and expenses incurred by theLandlord in obtaining payment of any monies due from the Guarantor pursuant tothis covenant) notwithstanding:

 

### 7.1.1                                                Any time or indulgence granted by the Landlord to the Tenant or anyneglect or forbearance of the Landlord in enforcing the payment of the rents orthe observance or performance of the Tenant’s Covenants or other terms of thislease or any refusal by the Landlord to accept rents tendered by or on behalfof the Tenant at a time when the Landlord was entitled (or would after theservice of a notice under the Law of Property Act 1925 section 146 havebeen entitled) to re-enter the Demised Premises

###  

### 7.1.2                                                That the terms of this lease may have been varied by agreementbetween the parties

###  

### 7.1.3                                                That the Tenant shall have surrendered part of the Demised Premisesin which event the liability of the Guarantor under this lease shall continuein respect of the part of the Demised Premises not so surrendered after makingany necessary apportionments under the Law of Property Act 1925 section 140and

###  

### 7.1.4                                                Any other act or thing by which but for this provision the Guarantorwould have been released

###  

## **7.2****                                                       To take lease following disclaimer**

##  

If at any time during the Term the Tenant(being an individual) shall become bankrupt or (being a company) shall enterinto liquidation and the trustee in bankruptcy or liquidator shall disclaimthis lease or if the Crown shall disclaim this lease or if this lease shall beforfeited by the Landlord under the right in that behalf herein contained theGuarantor shall if the Landlord shall by notice within 90 days after suchdisclaimer or forfeiture so require take from the Landlord a lease of theDemised Premises for the residue of the Contractual Term which would haveremained had there been no disclaimer or forfeiture at the rents then beingpaid under this lease and subject to the same covenants and terms as in thislease (except that the Guarantor shall not be required to procure that anyother person is made a party to that lease as guarantor) such new/lease to takeeffect from the date of such disclaimer or forfeiture and in such case theGuarantor shall pay the costs of such new lease and execute and deliver to theLandlord a counterpart of it

 

## **7.3****                                                       To make payments following disclaimer**

##  

If this lease shall be disclaimed orforfeited and for any reason the Landlord does not require the Guarantor toaccept a new lease of the Demised Premises in accordance with clause 7.2 theGuarantor shall pay to the Landlord on demand an amount equal to the rents forthe period commencing with the date of such disclaimer or forfeiture and endingon whichever is the earlier of the following dates:

 

7.3.1                the date of the expiration of a period of twelve months from thedate of the forfeiture or disclaimer and

 

7.3.2                the date (if any) upon which the Demised Premises are relet

 

33

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## **7.4****                                                       Tenant’s Covenants**

##  

The expression “Tenant’s Covenants” used inthis clause 7 means the covenants on the part of the Tenant contained in thislease

 

## **7.5****                                                       AGA**

##  

### 7.5.1                                                In this clause 7 “the AGA Obligations” means the covenants on thepart of the Current Tenant (as defined in clause 3.30 of this lease) andconditions (if any) contained in any authorised guarantee agreement (as definedin the 1995 Act) (the “Authorised Guarantee Agreement”) which the Tenant (heremeaning only the person who will be the Tenant upon the execution of thislease) may be required to enter into pursuant to clause 3.30.7 of this lease

###  

### 7.5.2                                                The Guarantor hereby covenants with the Landlord with effect fromthe entering into of such Authorised Guarantee Agreement in the terms ofclauses 7.1 to 7.3 inclusive but with the substitution of “the AGA Obligations”for “the Tenant’s Covenants” throughout

###  

### 7.5.3                                                The parties hereby record their understanding that the AGAObligations do not constitute tenant covenants for the purposes of the 1995 Actbecause they fall to be performed by a person who by reason of assignment hasceased to be the person for the time being entitled to the Term of this lease

###  

# **8.**                                                              DETERMINATION

# ** **

If the Tenant wishes to determine thislease on the fifth anniversary of the commencement of the Term (“theDetermination Date”) and shall give not less than six months’ prior writtennotice to the Landlord to that effect and shall at the time of the service ofthat notice pay the sum of Forty thousand and seventy five pounds (£40,075) andup to and including the Determination Date pay the principal yearly rentreserved by this lease and at the Determination Date deliver up the DemisedPremises to the Landlord free from sub-tenancies and/or any other occupiersthen upon the expiration of such notice this lease shall absolutely cease anddetermine but without prejudice to the rights of any party hereunder in respectof any antecedent claim or breach of covenant

 

# **9.**                                                              LANDLORD AND TENANT ACT 1954

# ** **

## 9.1                                                         The Landlord and the Tenant have agreed that the provisions ofsections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 shall notapply to the tenancy created by this lease

##  

## 9.2                                                         The Tenant hereby confirms that before the date of this lease:

##  

9.2.1                the Landlord served on the Tenant a notice dated 22 March 2005in relation to the tenancy created by this lease (“the Notice”) in a formcomplying with the requirements of schedule 1 to the Regulatory Reform(Business Tenancies) (England and Wales) Order 2003 (“the Order”) and

 

9.2.2                the Tenant or a person duly authorised by the Tenant in relation tothe Notice made a statutory declaration (“the Declaration”) dated 23 March 2005in a form complying with the requirements of schedule 2 of the Order

 

34

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## 9.3                                                         The Tenant further confirms that where the Declaration was made by aperson other than the Tenant the declarant was duly authorised by the Tenant tomake the Declaration on the Tenant’s behalf

##  

## 9.4                                                         The Landlord and the Tenant confirm that this lease was not grantedpursuant to any agreement for lease

##  

# **10.**                                                       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

# ** **

## 10.1                                                   Unless the right of enforcement is expressly provided for in thislease a person who is not a party to this lease may not by virtue of theContracts (Rights of Third Parties) Act 1999 enforce any of its terms

##  

## 10.2                                                   Except to the extent that there is express provision in this leaseto the contrary the parties may by agreement rescind or vary this lease withoutthe consent of any such person

##  

**IN WITNESS**whereof the parties to this lease have caused this document to beexecuted as a deed the day and year first before written

 

**SCHEDULE 1Tenant’s rights**

** **

**1.**                                                               The free passage andrunning of all services whatsoever from and to the Demised Premises through theConduits serving the Demised Premises which are now or may at any time duringthe Term be in upon over or under or which may pass through the Building and/orany Adjoining or Neighbouring Premises

** **

**2.**                                                               The right (subject tothe rights reserved in schedule 2) to support for the Demised Premisesfrom other parts of the Building and the Car Park

** **

**3.**                                                               The right for theTenant (in common with the Landlord and all others from time to time havingsimilar rights and subject to the rights as set out in schedule 2) to useat all times of the day and night seven days a week such of the Common Parts asmay be reasonably necessary for the use and enjoyment of the Demised Premisesfor the purposes permitted by this lease

** **

**4.**                                                               The right for theTenant (in common as aforesaid) to pass and re-pass with or without vehicles atall times during the day and night seven days a week over and along the CommonAccessways for the purpose of obtaining access to and egress from the Buildingand Demised Premises

** **

**5.**                                                               The right to use forthe parking of two private motor cars only two car parking spaces which theLandlord shall from time to time designate in writing for the use of the Tenantin the Car Park

** **

**6.**                                                               The right to load andunload vehicles delivering and picking up materials equipment and other itemsfor use by the Tenant in the said parking space or such other area of thebasement as shall from time to time be reasonably designated by the Landlordfor the purpose subject to the Tenant making good any damage caused in theexercise of this right or by the delivery or collection of materials equipmentand other items to and from the said parking space or basement from and to theDemised Premises

** **

**7.**                                                               The right to connectinto the network termination points and communications equipment and cabling ofBritish Telecom or Mercury Telephone or any other provider oftelecommunications services and which is now within the basement of

** **

**35**

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** **

**the Building or within the Estate so as to providetelephone communications from and to the Demised Premises through the conduitswhich may serve the same**

** **

**8.**                                                               The right to use forthe disposal of rubbish the area shown coloured purple on the Lease Plannumbered 3

** **

**9.**                                                               The right (at theTenant’s own cost) to have displayed the name of the Tenant and any otherauthorised occupier of the Demised Premises on the directory boards (if any)maintained for that purpose by the Landlord

** **

**SCHEDULE 2Exceptions and Reservations to the Landlord**

** **

**1.**                                                               The right to supportfor the remainder of the Building the Car Park the Estate and/or any otherAdjoining or Neighbouring Premises from the Demised Premises

** **

**2.**                                                               The free anduninterrupted passage and running of all services whatsoever through theConduits which are now or may during the Term be in upon over or under or whichmay run through the Demised Premises

** **

**3.**                                                               The full right andliberty at all times during the Term to enter upon the Demised Premises byreasonable prior notice in order to carry out any works whatsoever which arerequired for the drainage of or for the supply of any services from and to anypart of the Adjoining or Neighbouring Premises causing as little inconvenienceor disturbance as reasonably practicable and making good all damage caused tothe Demised Premises in the exercise of such right

** **

**4.**                                                               Full right andliberty to enter by reasonable prior notice upon the Demised Premises at anytime during the Term in order to erect scaffolding and/or to build on under or intoany part of the Adjoining or Neighbouring Premises including (without prejudiceto the generality of the foregoing) the Structure of the Building or to buildover the Building making good all damage caused to the Demised Premises in theexercise of such right

** **

**5.**                                                               The right and libertyto pull down alter divert stop-up or otherwise deal with any buildingsconstructions or areas (whether inside or outside the Building or the Estate)now or at any time standing upon any adjoining or adjacent land and to make orallow any excavation in any such land and to undermine underpin and shore upthe Demised Premises in such manner as the owner of such land may think fitwith full rights (after giving except in the case of emergency reasonableprevious written notification) to enter into and upon the Demised Premises atall reasonable times for the purpose of carrying out any works whatsoever inconnection with any such buildings constructions or areas or underpinning orshoring up or any of such purposes without obtaining the consent of the Tenantor anyone deriving title from the Tenant as the case may be PROVIDED ALWAYSthat the person exercising this right shall make good all damage caused to theDemised Premises in the exercise of such right

** **

**6.**                                                               Full right and libertyat all reasonable times during the Term by reasonable prior notice to enter onthe Demised Premises to view the state and condition of and to execute anyother works whatsoever upon the Adjoining or Neighbouring Premises or for anyreasonable purpose in connection with the Adjoining or Neighbouring Premises ormanagement of the Building causing as little inconvenience or disturbance asreasonably possible and making good all damage caused to the Demised Premisesin the exercise of such right

** **

**36**

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** **

**7.**                                                               The right with theAppointed Surveyor determining the rent in default of agreement between theparties under any provisions for rent review contained in this lease at anytime to enter at all reasonable times during the Term by reasonable priornotice and inspect and measure the Demised Premises for all purposes connectedwith the implementation of the provisions for rent review

** **

**8.**                                                               Exclusive right andliberty to use the exterior of the Demised Premises for the purpose of erectingplacing or fixing and working maintaining removing renewing and/or replacing byday and by night any lamps lamp brackets advertisements signs notices forms ofdisplay or any other fixtures or fittings required by the Landlord but so thataccess of light or air to the Demised Premises is not thereby substantiallyinterfered with and that all damage thereby caused to the Demised Premises inthe exercise of such rights is made good

** **

**SCHEDULE 3Description of documents containing matterssubject to which the demise is made**

** **

The Superior Lease and the entries on the Registers ofthe registered title of the freehold of the Estate

 

**SCHEDULE 4Provisions relating to the Service Charge**

** **

**Part 1The Estate Charge**

** **

**1.**                                                               The maintenancerepair and insofar only as the same is necessary for the purposes of repairrenewal decoration cleaning and treatment of all external parts of the Estate

** **

**2.**                                                               The maintenancerepair and insofar only as the same is necessary for the purposes of repairrenewal painting decoration cleaning and treatment of all the Common Accessways

** **

**3.**                                                               The provision oflighting and floodlighting as appropriate and signage throughout the Estatefrom time to time

** **

**4.**                                                               Refuse collection andpest control

** **

**5.**                                                               The provisionmaintenance and operation of all apparatus plant machinery and equipment as theLandlord may reasonably require for the purposes of security maintenance ormanagement of the Estate and whether or not provided at the date of this lease

** **

**6.**                                                               The provision ofappropriate security services and personnel (including equipment for thepurposes of surveillance and supervision of users of the Estate)

** **

**7.**                                                               The provision andmaintenance of reasonable numbers of horticultural plants and ornamentalfeatures to all landscaped areas now or at any time in the future providedwithin the Estate

** **

**8.**                                                               The maintenancecleansing and treatment as may be required of the Statue in the Estate

** **

**9.**                                                               Rates water ratestaxes duties charges assessments impositions and outgoings whatsoever payablein respect of the Estate including but without limitation any charges forelectricity gas water and other services

** **

**37**

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** **

**10.**                                                         Insurance of theEstate or ancillary to the Estate services to the extent that the same is notprovided for elsewhere in this lease

** **

**11.**                                                         The provision of anyother services not expressly mentioned above (whether or not ancillary to theitems referred to above whether or not available or contemplated at the date ofthis lease) which the Landlord reasonably considers necessary or desirable forthe benefit of the Estate or in the interests of good estate management andwhich shall be reasonably calculated to be for the benefit of two or moretenants of the Estate or be reasonably necessary for the maintenance upkeep orcleanliness of the Estate and in keeping with the principles of good estatemanagement

** **

**Part 2The Block Charge**

** **

**1.**                                                               The maintenancerepair and insofar only as the same is necessary for the purposes of repairrenewal decoration cleaning and treatment of the Structure and the Common Parts

** **

**2.**                                                               The maintenancerepair and insofar only as the same is necessary for the purposes of repairrenewal decoration cleaning and lighting of the Common Parts including thecarpeting re-carpeting as necessary or otherwise covering of the floors in theCommon Parts

** **

**3.**                                                               The inspectionmaintenance repair renewal replacement and insurance from time to time of thelifts within the Building

** **

**4.**                                                               Refuse collection andpest control within the Building

** **

**5.**                                                               The provisionmaintenance and operation of all apparatus plant machinery and equipment as theLandlord may reasonably require for the purposes of maintenance or managementof the Building

** **

**6.**                                                               The provision ofsecurity services and personnel and including equipment for the purposes ofsurveillance and supervision of the Building

** **

**7.**                                                               The provision andmaintenance of appropriate fire alarms fire prevention fire detection and firefighting equipment and apparatus throughout the Building

** **

**8.**                                                               The provision ofair-conditioning ventilation and heating to the Building and including itsCommon Parts intended to be air-conditioned ventilated and/or heated includingthe supply of all fuel for such purpose and the inspection maintenance repairreplacement and renewal from time to time of all equipment plant and machineryused in connection with the heating air conditioning and ventilation of theBuilding

** **

**9.**                                                               The maintenancerepair renewal decoration cleaning and treatment of window frames windowfurniture and sash cords (if any) and all glass in the windows within theBuilding

** **

**10.**                                                         The provision of hotand cold water to each level of the Building

** **

**11.**                                                         The maintenance andrepair of the Conduits

** **

**12.**                                                         Business rates waterrates taxes duties charges assessments impositions and outgoings whatsoever payablein respect of the Common Parts including but without limitation any charges forelectricity gas water and other services

** **

**38**

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** **

**13.**                                                         Caretakingcommissionaire security and maintenance services as the Landlord may providefrom time to time including salaries uniforms and other employee benefits ofthe staff employed by the Landlord from time to time in the provision of suchservices

** **

**14.**                                                         Insurance of theBuilding or ancillary to the Building services to the extent that the same isnot provided for elsewhere in this lease

** **

**15.**                                                         The provision of anyother services not expressly mentioned above (whether or not ancillary to theitems referred to above and whether or not available or contemplated at thedate of this lease) which the Landlord reasonably considers necessary ordesirable for the benefit of the Building or in the interests of good estatemanagement and which shall be reasonably calculated to be for the benefit oftwo or more tenants in the Building or be reasonably necessary for themaintenance upkeep and cleanliness of the Building and in keeping with theprinciples of good estate management

** **

**Part 3Car Parking Charge**

** **

**1.**                                                               Maintenance repairand insofar only as the same is necessary for the purposes of repair renewaldecoration cleaning and treatment as appropriate of all parts of the Car Park

** **

**2.**                                                               Provision of lighting(including emergency lighting) throughout the Car Park

** **

**3.**                                                               Refuse collection andpest control within the Car Park

** **

**4.**                                                               The provision of signageand other means of traffic control throughout the Car Park

** **

**5.**                                                               The provision ofmachinery plant and equipment as the Landlord may reasonably require inconnection with the proper management and maintenance of the Car Park

** **

**6.**                                                               Security andsurveillance facilities and equipment (including items to control entry to andexit from the Car Park) as the Landlord may in its absolute discretion fromtime to time install in the Car Park

** **

**7.**                                                               The provision andmaintenance of fire alarms fire prevention fire detection and fire fightingequipment and apparatus in the Car Park

** **

**8.**                                                               Insurance of the CarPark or ancillary to services provided in the Car Park (to the extent that thesame is not provided for elsewhere in this lease)

** **

**9.**                                                               Business rates waterrates taxes duties charges assessments impositions and outgoings whatsoeverpayable in respect of the Car Park

** **

**10.**                                                         The provision of anyother services not expressly mentioned above (whether or not ancillary to theitems referred to above and whether or not available or contemplated at thedate of this lease) which the Landlord reasonably considers necessary ordesirable for the benefit of the Car Park or in the interests of good estatemanagement and which shall be reasonably calculated to be for the benefit oftwo or more users of the Car Park or be reasonably necessary for themaintenance upkeep or cleanliness of the Car Park and in keeping with theprinciples of good estate management

** **

**39**

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** **

**Part 4Service Charge**

** **

1.1                                                         As soon as practical after the end of each Service Charge Year theLandlord will furnish the Tenant with a statement (which shall be conclusiveand binding except in the case of manifest error) of the management fee chargedby the Landlord and the expenditure incurred in respect of the Services for theimmediately preceding Service Charge Year (or part)

 

1.2                                                         The Tenant shall pay to the Landlord within fourteen days after theissue to the Tenant of such statement any balance shown by such statement to bedue from the Tenant as being in excess of the aggregate amount of the quarterlypayments paid by the Tenant on account of the Service Charge during theimmediately preceding Service Charge Year (or lesser period if appropriate) andif the aggregate amount so paid by the Tenant on account of the Service Chargeduring the immediately preceding Service Charge Year (or lesser period ifappropriate) exceeds the Service Charge for the immediately preceding ServiceCharge Year the Landlord shall credit the amount of the excess by way of setoff against the next quarterly payment (and successive quarterly payments ifnecessary) due from the Tenant on account of the Service Charge except in thecase of an amount owing at the end of the Term which shall be paid or repaid asthe case may be

 

1.3                                                         Pending the ascertainment of the Service Charge for each ServiceCharge Year the Tenant shall pay by equal quarterly payments in advance on thefour usual quarter days in every year such provisional sum by way of ServiceCharge as the Landlord shall specify in writing as being the amount of ServiceCharge reasonably required to enable the provision of the Services for suchService Charge Year PROVIDED THAT the Landlord shall have the right to vary theamount of any such quarterly payments to take account of any material changesin the estimated costs of providing the Services for such Service Charge Year

 

1.4                                                         Any Service Charge payment not made within a period of fourteen daysof the demand therefor shall carry Higher Rate Interest on such sum

 

1.5                                                         For the avoidance of doubt the following expenses and costs incurredin connection with the provision of the services as set out in parts 1 2 and 3of this schedule 4 (and the expression service or services where it occursin this schedule shall apply to all or any of such services as the contextmay admit) shall from part of the Service Charge apportioned as the case may bebetween the Estate Charge the Block Charge and the Car Parking Charge for thepurposes of calculation of the Service Charge and payment of the Service Chargeor on account of the Service Charge by the Tenant:

 

1.5.1                theproper and reasonable costs charges expenses and disbursements of the Landlord’sSurveyor for or in connection with the performance of the duties ascribed to himunder the provisions of this lease

 

1.5.2                theproper and reasonable fees of any accountant or surveyor employed to determinethe cost of the Services

 

1.5.3                theproper and reasonable fees of any firm of managing agents or other appointedagents employed or retained for or in connection with the general overallmanagement and administration and supervision of the Estate and the Buildingand Car Park provided that in the event that the Landlord undertakes suchfunctions in-house or through an associated or subsidiary company so that thereis no firm of managing or appointed agents the Landlord shall be entitled tocharge a management

 

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administration or supervision fee not exceeding 10% ofthe Service Charge

 

1.5.4                thecost of carrying out any works required to comply with any statutoryrequirements

 

1.5.5                allproper and reasonable costs in connection with the provision of staff theLandlord may deem appropriate for the provision of any of the Services includingbut not limited to:

 

1.5.5.1             salaries National Insurance health care pension and other employeebenefits

 

1.5.5.2             uniforms working clothes tools utensils furniture equipment andother sundries as may be required for the proper performance of the duties ofany such staff

 

1.5.5.3             the provision of administrative or residential accommodation as maybe required from time to time whether within or outside of the Estate for suchstaff and including any notional rent for such accommodation

 

1.5.6                allproper costs of leasing or hiring any items of equipment which may be requiredfrom time to time for the better provision of the Services

 

1.5.7                areasonable allowance in respect of depreciation of plant equipment andmachinery used for the provision of the Services

 

1.5.8                takingany steps deemed necessary in the interests of good estate management by theLandlord in enforcing covenants of other tenants within the Building or makingrepresentations against third parties

 

1.5.9                anyproper and reasonable costs and expenses (not specifically referred to above)which may be incurred in providing other services and in carrying out theLandlord’s obligations under this lease as the Landlord may in its reasonablediscretion but subject to the principles of good estate management deemdesirable or necessary for the benefit of the Estate the Building and itstenants and occupiers

 

1.5.10              ValueAdded Tax on any of the services

 

1.5.11              Thereis to be excluded from the Service Charge any liability or expense for whichthe Tenant or other tenants or occupiers of the Building and of Buildings 2 and3 Angel Square may individually be exclusively responsible to the Landlordunder the terms of the lease pursuant to which they are in occupation

 

1.5.12              Thepercentage payable by the Tenant of the Service Charge may not be increased oraltered by reason only that any part of the Building and of Blocks 2 and 3Angel Square may be vacant or be occupied by the Landlord or that any tenant oroccupier of another part of them may default in payment or be responsible topay less than the percentage of the Service Charge attributable to that part

 

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**SCHEDULE 5The Superior Lease**

** **
| **Date**   | ** ** | **Document** | ** ** | **Parties**                                                        |
|------------|------------|--------------|------------|--------------------------------------------------------------------|
| ** ** | ** ** | ** **   | ** ** | ** **                                                         |
| 31.03.1995 |       | Lease        |       | Mesongage Limited (1)  BICC Developments Limited (2)  BICC plc (3) |

 

as varied by:

 

(a)                   a deed made25 March 1997 between (1) Helical Properties Investment Limited (2) BICCDevelopments Limited and (3) BICC plc

 

(b)                   a Licence to Assignand Deed of Variation made 23 December 1997 between (1) HelicalProperties Investment Limited (2) BICC Developments Limited and (3) BICCplc

 

Executed as a deed by

**BALFOUR BEATTY PLC**by the

affixing of its common seal in the

presence of:

 

 
|      |   |
|-----------|--------|
| Director  |
|      |
|      |   |
| Secretary |
|           |        |  |

 

Signed by DAVID KEITH CHRISTOPHER GIBBON

As attorney (without personal liability) for

**EVOLVING SYSTEMS LIMITED (FORMERLY CALLEDTERTIO TELECOMS****LIMITED)**

by the affixing of its common seal

in the presence of:

 

 
| /S/ DKC Gibbon as attorney |            |
|----------------------------|-----------------|
|                       |
|                       |
| Witness:                   | /s/ Shona Kelly |   |
|                            |                 |  |  |

 

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