Exhibit 10.55


 


	
  DATED

  	
  9 December 

  	
  2004

  



 


 


FELAW MALTINGS IPSWICH (No.1) LIMITED


FELAW MALTINGS IPSWICH (No.2) LIMITED


 


-and -


 


VIDUS LIMITED


 


- and -


 


MARS PENSION TRUSTEES LIMITED


 


 


LEASE


 


-OF-


 


FOURTH FLOOR, THE NORTH MALTING FELAW STREET IPSWICH SUFFOLK IP2 8HE


 


Lovells


 


P1/JCP/DBDM/1389608.02


21552/83900


 





















 


CONTENTS


 


	
   

  	
  PAGE NO.

  
	
  CLAUSE

  	
   

  
	
   

  	
   

  
	
  1.

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  DEMISE AND RENT

  	
  3

  
	
   

  	
   

  	
   

  
	
  3.

  	
  LESSEE’S COVENANTS

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Pay Rent

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Pay outgoings

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Repair and decorate

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Observe legislation

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Yield up

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Entry by Lessor

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Entry by adjoining owners

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  Costs of default

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  3.9

  	
  User

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  3.10

  	
  Alterations

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  3.11

  	
  Signage

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Aerials, etc

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  3.13

  	
  Planning Acts

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  3.14

  	
  Statutory Notices

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  3.15

  	
  Insurer’s requirements

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  3.16

  	
  To Let board

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  3.17

  	
  Prohibited alienation

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  3.18

  	
  Assignment

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  3.19

  	
  Subletting

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  3.20

  	
  Registration of dealings

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  3.21

  	
  Encroachments

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  3.22

  	
  To comply with regulations

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  3.23

  	
  Not to park or obstruct

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  3.24

  	
  Works to Parking Spaces

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  3.25

  	
  Costs of applications

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  3.26

  	
  Observe documents

  	
  12

  
	
   

  	
   

  	
   

  
	
  4.

  	
  LESSOR’S COVENANTS

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Insure

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Quiet enjoyment

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Provide services

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Structure

  	
  13

  
	
   

  	
   

  	
   

  
	
  5.

  	
  PROVISOS

  	
  13

  



 





















 


	
   

  	
  5.1

  	
  Interest on late payments

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  5.2

  	
  Re-entry

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Rent cesser

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Statutory compensation

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  Data Protection Act 1998

  	
  16

  
	
   

  	
   

  	
   

  
	
  6.

  	
  RENT REVIEW

  	
  16

  
	
   

  	
   

  	
   

  
	
  7.

  	
  LESSEE’S OPTION TO DETERMINE

  	
  18

  
	
   

  	
   

  	
   

  
	
  8.

  	
  NOTICES

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.

  	
  VAT

  	
  19

  
	
   

  	
   

  	
   

  
	
  10.

  	
  SURETY’S COVENANTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  11.

  	
  LANDLORD AND TENANT (COVENANTS) ACT 1995

  	
  19

  
	
   

  	
   

  	
   

  
	
  12.

  	
  DELIVERY AS A DEED

  	
  19

  
	
   

  	
   

  	
   

  
	
  13.

  	
  RIGHTS OF THIRD PARTIES

  	
  19

  
	
   

  	
   

  	
   

  
	
  14.

  	
  RIGHTS GRANTED BY THE ADJOINING OWNER

  	
  19

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  RIGHTS GRANTED

  	
  20

  
	
   

  	
   

  	
   

  
	
  2.

  	
  RIGHTS RESERVED

  	
  21

  
	
   

  	
   

  	
   

  
	
  3.

  	
  DOCUMENTS TO BE OBSERVED

  	
  23

  
	
   

  	
   

  	
   

  
	
  4.

  	
  SERVICE CHARGE

  	
  24

  
	
   

  	
   

  	
   

  
	
  5.

  	
  COVENANTS BY THE SURETY

  	
  30

  
	
   

  	
   

  	
   

  
	
  6.

  	
  AUTHORISED GUARANTEE AGREEMENT

  	
  32

  



 





















 


LEASE


 


	
  THlS LEASE is made

  	
  9 December

  	
   

  	
  2004

  



 


BETWEEN:


 


(1)           Felaw Maltings Ipswich (No. 1) Limited (Registered
Number 4330837) and Felaw Maltings Ipswich (No. 2)
Limited (Registered Number 4330719) whose registered offices are
both at 21 Holbom Viaduct London EC1A 2DY (together the “Lessor”);
and


 


(2)           Vidus Limited (Registered Number 4069823) whose registered
office is at North Felaw Maltings, 48 Felaw Street, Ipswich, Suffolk (the “Lessee”); and


 


(3)           Mars Pension Trustees Limited (Registered
Number 449733) of 3D Dundee Road Slough Berkshire SL1 4LG (the “Adjoining Owner”).


 


WITNESSES:


 


1.           INTERPRETATION


 


1.1         In
this Lease the following words and expressions have the meanings set opposite
them:


 


“adjoining or
neighbouring premises” includes any pert of the Development other
than the Premises;


 


“Adjoining
Owner’s Land” means that part of the Development comprised in HM
Land Registry title number SK161294 of which the Adjoining Owner is the
registered proprietor;


 


“associated
company” means a company in the same group of companies as the
Lessee as defined by section 42 Landlord and Tenant Act 1954;


 


“Authorised
Guarantee Agreement’ means an agreement between the Lessor
and the Lessee entered into by the Lessee as covenantor in the
circumstances set out in set out clause 3.18 hereof and containing the
provisions set out in Schedule 6 hereto;


 


“Building”
means the building known as The North Malting, Felaw Street, Ipswich shown
edged red on Plan 1;


 


“Common Areas”
means those parts of the Development together with any areas not forming part
of the Development which the Lessee is authorised to use designated and
allocated by the Lessor from time to time for the common use and benefit of or
the provision of services to the lessees of premises feeing part of the
Development (whether or not including the Lessee) and persons using or visiting
the Development and (without prejudice to the generality of the foregoing)
includes any roads footpaths car parks parking spaces and landscaped areas of
the Development as well as any estate signs and boards gates walls and fences
lighting apparatus surveillance devices services kiosks security guards’
accommodation Conducting Media and other things which may at any time be in on
or over under or about the Development and which are designated and allocated
by the Lessor as aforesaid;


 


“Common Parts”
means any entrances, entrance halls, lifts (including lift shafts), stairs,
escalators, passageways, landings, lavatory accommodation, Conducting Media and
other parts of the Building available or intended to be available for use in
common by two or more of the Lessor’s lessees of the Building;


 





















 


“Conducting Media”
means tanks, pipes, cables wires, meters, drains, sewers, gutters and other
things of a like nature for the passage of electricity, gas, water, soil and
other services;


 


“Development”
means the land in the County of Suffolk and the offices and other buildings
erected thereon known as The Maltings Development Felaw Street lpswich and
shown with a heavy blue line on Plan 1 (including for the avoidance of doubt,
the Building) together with any alteration addition or extension thereto that
is either agreed between the parties or is the result of a minor adjustment to
the boundaries of the Lessor’s ownership not material to the Development as a
whole;


 


“Insurance
Rent” means the rent reserved by clause 2.2 hereof;


 


“Insured
Risks” means fire and such other usual commercial risks or
perils (if any) and as shall be available in the market at reasonably
commercial rates as the Lessor (acting reasonably) may from time to time deem
it prudent to insure and have Insured the Development (with or without the
boilers, lifts and other plant and machinery in the Building) against;


 


“Lessee”
includes the successors in title and assigns of the Lessee;


 


“Lessor”
includes the person or persons for the time being entitled to the reversion
immediately expectant on the Term;


 


“Other
Buildings” means the buildings known as The South Malting The
North Kiln and the South Kiln Felaw Street Ipswich shown edged brown on Plan 1;


 


“Other
Lettable Units” means the parts of the Development let or designed
to be let to a lessee excluding:


 


(a)          the
Common Areas;


 


(b)          the
Premises; and


 


(c)          the
Common Parts;


 


“Parking
Spaces” means those parking spaces forming part of the Common
Areas shown coloured yellow on Plan 1;


 


“Party
Structures” unless the context otherwise requires means the
walls separating and dividing the Premises from any Other Lettable Unit;


 


“Planning
Acts” means and includes the “Planning Acts” as defined in section 117
Planning and Compulsory Purchase Act 2004 together with that Act and all other
legislation from time to time imposing controls on the development or use of
land (so far as the same does not form part of Structure) or the Common Parts;


 


“Premises”
means all those premises (shown edged red on the Plan 2 annexed hereto) on the
fourth floor of the Building (so far as such floor does not form part of the
Structure or the Common Parts) together with all glass, false ceilings, plaster
and other internal finishes of walls and ceilings and all floorboards and floor
coverings as well as any landlord’s fixtures and fittings from time to time
therein and each and every part thereof (so far as the same does not form part
of the Structure) or the Common Parts;


 


“Rent” means the
rent reserved by clause 2.1 hereof at the rate from time to time payable
hereunder as therein and in clause 6 hereof provided;


 


“Service Charge”
means the rent reserved by clause 2.3 hereof;


 


2





















 





 





















 





 





















 


“Structure” means the exterior and main structure of the
Building including the foundations, roofs, main walls, ceilings and floors thereof
(but excluding any glass, false ceilings, all internal plaster and other
finishes of walls or ceilings save where internal to any Common Parts and any
floorboards and floor coverings);


 


“Term” means a term of years commencing on 29 September 2004
expiring on 28 September 2014 together with any statutory continuation thereof,
and


 


“VAT” means Value Added Tax and any other tax of a like
nature.


 


1.2           In this Lease unless there is something in the context inconsistent
therewith:


 


(a)           words importing the masculine gender shall include the feminine gender
and vice versa and words importing the singular shall include the plural and
vice versa and words importing persons and all references to persons shall
include companies, corporations and firms and vice versa;


 


(b)           If at any time two or more persons are included in the expression the “Lessee” then covenants herein contained or implied by or on
the part of the Lessee shall be deemed to be and shall be construed as
covenants entered into by and binding on such persons jointly and severally;


 


(c)           where the Lessee is placed under a restriction by this Lease it includes
an obligation not to permit or allow the restriction to be infringed;


 


(d)           references to “lease” shall include “under lease” and vice versa. 


 


2.            DEMISE AND RENT


 


The
Lessor HEREBY DEMISES unto the Lessee ALL THOSE the Premises TOGETHER with the particular rights set out in Schedule 1
hereto BUT EXCEPT AND RESERVED AND
SUBJECT to the particular rights
and matters set out in Schedule 2 hereto AND SUBJECT ALSO to such other
rights, easements, quasi-easements and privileges as are enjoyed by any Other
Lettable Unit in any manner affecting the Premises AND SUBJECT ALSO to the
matters contained or referred to in the documents brief particulars whereof are
set out in Schedule 3 hereto TO HOLD the Premises unto the Lessee
(together with but except and reserved and subject as aforesaid) for the Term YIELDING
AND PAYING therefor unto the Lessor during the Term and so in proportion for
any less time than a year without any deductions therefrom whatsoever the
following rents namely:


 


2.1           until and including 28 September 2009 the yearly rent of £37,550
and during the remainder of the Term the said yearly rent or such higher yearly
rent as may become payable pursuant to review under clause 6 hereof by equal
quarterly payments in advance on the four usual quarter days in each year of
which the first payment (being the due proportion for the period commencing on
29 September 2004 and ending on the usual quarter day thereafter) shall be
paid on or before the date hereof;


 


2.2           throughout the Term sums equal to a just
proportion fairly attributable to the Premises of the total amounts which the
Lessor shall from time to time expend by way of premium and proper incidental
costs (including the cost of periodic valuations and the whole of any increase
in any premium from time to time as a result of or arising out of the manner or
the purposes in or for which the Premises are kept used and occupied by the
Tenant) in effecting and maintaining the several insurances referred to in
clause 4.1 hereof each such sum to be paid on the usual quarter day immediately
following demand therefor the first such payment in respect of amounts already
do expended by the Lessor (being the due proportion thereof commencing on 29 September 2004
to the next renewal date or dates for such insurances) to be paid on or before
the date hereof and in the event of any


 


3





















 


 


dispute as to any
such sum the same shall be determined by the Lessor’s Surveyor (acting as an
independent expert and not as an arbitrator) whose determination shall be final
and binding on the parties (save in the case manifest error);


 


2.3           throughout
the Term sums equal to the Service Charge defined in Schedule 4 hereto at
the times and in manner therein specified;


 


2.4           By
way of additional rent VAT on any of the foregoing rents if applicable thereto.


 


3.             LESSEE’S COVENANTS


 


The
Lessee to the intent that the obligations hereby created shall continue
throughout the whole of the Term HEREBY COVENANTS with the Lessor as follows:


 


3.1           Pay Rent


 


(a)           To pay the
Rent, the Insurance Rent and the Service Charge at the times and in the manner
aforesaid without deduction or set off and to pay the Rent by bankers standing
order or similar form of bank transfer if so required by the Lessor.


 


(b)           To pay all
rents and other sums when they first fall due under this Lease whilst the Term
is vested in the Lessee whether or not such rents or other sums relate to a
period before the Term became vested in such Lessee.


 


3.2           Pay outgoings


 


To
pay and keep the Lessor fully indemnified from and against all liability for
all general and other rates of whatever nature or kind and all taxes, charges,
duties, levies, assessments, impositions and outgoings whatever (whether
parliamentary, parochial, local or of any other description) which are now or
may become rated taxed charged levied assessed or imposed upon the Premises or
the owner, landlord, tenant or occupier thereof and whether or not required to
be paid by the Lessee himself PROVIDED THAT the Lessee shall not be liable for
the payment of any income or Corporation Tax chargeable in respect of the rents
herein referred or for any tax chargeable in respect of any dealing by the
Lessee with its reversionary interest.


 


3.3           Repair and decorate


 


(Damage
by the Insured Risks always excepted unless the policy or policies of insurance
effected by the Lessor against them shall be rendered void or payment of the
insurance moneys thereunder be refused in whole or in part by reason of or
arising out of any act, omission, neglect or default by the Lessee or any
subtenant or other person under the control of the Lessee or any subtenant) to
keep the Premises including all means of escape therefrom in case of fire or
other emergency and Conducting Media forming part of and serving the Premises
in good and substantial repair and well and substantially amended, renewed and
maintained and in good decorative and clean condition with the glass therein
cleaned both inside and (unless the cost of the same is being met by the Lessee
as part of the Service Charge) outside at least once every two months and (without
prejudice to the generality of the foregoing obligations of the Lessee):


 


(a)           in a good and workmanlike manner and to
the reasonable satisfaction of the Lessor in the fifth year of the Term and
also in the last three months of the Term (however and whenever it may
terminate) to paint with two
coats of good quality paint all interior parts of the Premises which have
previously been or ought to be painted and grain varnish paper or otherwise
suitably decorate or treat with good quality materials as circumstances may
require all parts of the interior of the Premises which have previously been or
ought to be so dealt with and in the case


 


4





















 


of painting in the last
three months of the Term the Lessor shall have the right to insist on a
particular colour scheme being used; and


 


(b)           to enter
into contracts for the periodic and regular inspection servicing and
maintenance of any lifts central heating air conditioning ventilation and hot
water boilers apparatus and installations and sanitary and water apparatus
situated within and exclusively serving the Premises by contractors first
approved in writing by the Lessor (such approval not to be unreasonably
withheld) and thereafter to observe and perform the Lessee’s obligations
thereunder and produce to the Lessor on demand from time to time (but not more
than once in any period of 12 months) such contracts and evidence that any
payments due from the Lessee thereunder are fully up to date.


 


3.4           Observe legislation


 


To observe and
perform all requirements of any Act of Parliament, local Act or bylaw and
notices issued thereunder or by any public, local or other competent authority
(whether or not required of the Lessee himself) in any way affecting the
Premises or any thing in or any activity carried on persons resorting to or
working or employed at the Premises or the use and occupation thereof within
the time limited by law or the notice requiring the same (or if no time is so
limited then within a reasonable time) to the reasonable satisfaction of the
Lessor and to indemnify and keep the Lessor fully indemnified against all such
requirements and all actions, proceedings, costs, claims, demands, expenses and
liability whatever arising out of or in connection with non-observance or
non-performance thereof.


 


3.5           Yield up


 


Quietly
to surrender and yield up the Premises to the Lessor or as the Lessor may
direct at the end or sooner determination of the Term in a state and condition
in all respects in accordance with the covenants on the part of the Lessee
herein contained and at the same time to hand over to the Lessor all keys
relating to the Premises and the original or a true copy of the Fire
Certificate.


 


3.6           Entry by Lessor


 


(a)           To permit
the Lessor and others authorised by the Lessor after at least three days’ prior
written notice (except in an emergency when as much notice as reasonably
practicable shall be given) to enter upon the Premises to view and inspect the
Premises and ascertain how the same are being used and occupied and the state
and condition thereof and to take schedules of all landlord’s fixtures and
fittings and to estimate the current value of the Premises for insurance,
mortgage or other purposes.


 


(b)           Whenever
on any such inspection anything is found which constitutes a breach,
non-performance or non-observance of the covenants on the part of the Lessee
herein contained and of which the Lessor gives notice to the Lessee to commence
to remedy and make good the same within one month of the date of such notice
(or sooner if necessary) and thereafter proceed diligently with the requisite
works but if the Lessee shall fail so to do to permit the Lessor if it so
desires (although the Lessor shall be under no obligation so to do) without
prejudice to the Lessor’s right of re-entry hereinafter contained or any other
right or remedy of the Lessor to enter upon the Premises with contractors,
workmen and others and all necessary equipment, tools and materials and to
execute or complete such works and to pay to the Lessor on written demand
either during or on completion of such works as the Lessor may require the
costs and expenses thereby properly incurred by the


 


5





















 


Lessor together
with all solicitors’, surveyors’ and other professional fees and expenses
properly incurred by the Lessor in relation to such works.


 


3.7           Entry by adjoining
owners


 


To permit the Lessor and others authorised by the
Lessor and the tenants, owners or occupiers from time to time of any Other Lettable
Unit and their respective agents and contractors to enter upon the Premises
with workman and others and all reasonably necessary equipment, tools and
materials after at least three days’ prior notice (except in an emergency when
as much notice as reasonably practicable shall be given) in order to carry out
repairs, alterations, additions, decorations or any other works to or of any
Other Lettable Unit which cannot reasonably be carried out without entry on to
the Premises PROVIDED ALWAYS that the persons so entering shall cause thereby
as little inconvenience as possible to the Lessee or other occupiers of the
Premises and shall forthwith make good all damage thereby caused to the
Premises to the reasonable satisfaction of the Tenant.


 


3.8           Costs of default


 


To pay all proper costs, charges and expenses
(including solicitors’ costs and bailiffs’, architects’ and surveyors’ fees)
reasonably payable by the Lessor for the purposes of and incidental to the
preparation, service and enforcement (whether by proceedings or otherwise) of:


 


(a)           any notice
under section 146 or 147 Law of Property Act 1925 requiring the Lessee to
remedy a breach of any of the Lessee’s obligations hereunder notwithstanding
forfeiture for any such breach shall be avoided otherwise than by relief
granted by the Court;


 


(b)           any notice
to repair or schedule of dilapidations accrued at or prior to the end or
sooner determination of the Term served during the Term or within six months
after the end or sooner determination of the Term;


 


(c)           the
payment of any arrears in the rents hereby reserved;


 


and in default of payment all such sums shall be
recoverable as rent in arrears.


 


3.9           User


 


(a)           The Premises shall be kept used and occupied
only as high-class business commercial or professional offices (but not as
diplomatic offices or as a betting office or bookmaker’s office) and not in any
other manner or for any other purpose or for any immoral or unlawful purpose or
for any sale by auction PROVIDED ALWAYS and it is hereby agreed and acknowledged
by the Lessee that notwithstanding the foregoing provisions as to user the
Lessor does not thereby make or give and has not at any time made or given to
the Lessee or to any person on behalf of the Lessee any representation or
warranty that such use or any other use of the Premises is or may become or
remain the permitted use thereof under the Planning Acts and that
notwithstanding such use may not now or at any time hereafter be such permitted
use as aforesaid the Lessee shall not be entitled to any relief or compensation
whatsoever in respect thereof from the Lessor.


 


(b)           Neither the Lessee nor any subtenant nor any
person under the control of the Lessee or any subtenant shall knowingly
overload any floor of or lift in or serving the Premises or pass or leave
anything of a harmful nature through or in the basins or water-closets of or
any Conducting Media in or serving the Premises


 


6





















 


(whether exclusively or jointly with other premises)
or do anything at the Premises which shall be or may become a nuisance (whether
indictable or not) or which shall cause any damage or disturbance to the Lessor
or the owners, tenants or occupiers from time to time of any Other Lettable
Unit.


 


3.10         Alterations


 


(a)           Save and except
in order to comply with any of the Lessee’s obligations hereunder there shall
be no reconstruction or rebuilding or carrying out of any structural
alterations, additions or other works of or to the Premises nor any cutting,
maiming or injuring of the main walls, joists, beams or timbers of or to the
Premises nor any erecting of any new buildings or erections thereon.


 


(b)           Save and
except as aforesaid any non-structural alteration, addition or other works of
or to the Premises shall be carried out only after there has first been
obtained the written consent thereto of the Lessor (such consent not to be
unreasonably withheld or delayed) and all necessary approvals, consents,
licences, permits or permissions of any competent authority, body or person therefor
and then only strictly in accordance with the terms and conditions thereof and
such drawings and specifications of the relevant alteration, addition or other
works as the Lessor shall reasonably require and previously have approved in
writing save that the Lessee may without the consent of the Lessor erect remove
or alter non-structural demountable partitioning having previously given
details to the Lessor,


 


(c)           To permit
the Lessor and others authorised by the Lessor to enter upon the Premises at
reasonable hours during the daytime and on reasonable prior notice for the
purpose of seeing that all alterations, additions or other works thereto are
being or have been carried out in all respects in conformity with this clause
and immediately upon being required to do so to remove any alteration, addition
or other works of or to the Premises which do not so conform or in respect of
which any such approvals, consents, licences, permits or permissions of the
competent authority, body or person has been withdrawn or has lapsed and
thereupon make good all damage thereby caused to the Premises and restore and
reinstate all parts of the Premises affected thereby to the reasonable
satisfaction of the Lessor.


 


3.11         Signage


 


No fascia, sign,
name plate, bill, notice, placard, advertisement or similar device shall be
affixed to or displayed in or on any part of the Premises so as to be visible
from the exterior thereof save such as indicate the name of any occupier for
the time being and his business and as have (with the size and positioning
thereof) been previously approved by the Lessor in writing (such approval not
to be unreasonably withheld or delayed).


 


3.12         Aerials, etc


 


No television or
wireless or other form of mast or aerial nor any flagpole shall be affixed to
any part of the exterior of the Premises save such as have (with the
positioning thereof) been previously approved by the Lessor in writing.


 


3.13         Planning Acts


 


(a)           Without
prejudice to the generality of clause 3.4 hereof to fully observe and perform all
the requirements of the Planning Acts in respect of the Premises or the use
thereof and all the requirements of any approval, consent, licence, permit or
permission granted thereunder which remain lawfully enforceable and affect the


 


7





















 


Premises and to
indemnify and keep the Lessor fully indemnified from and against all actions,
proceedings, costs, claims, demands, expenses and liability whatsoever arising
out of or in connection with any non-observance or non-performance thereof by
the Tenant.


 


(b)           No
application shall be made for any approval, consent, licence, permit,
permission, certificate or determination under the Planning Acts in respect of
the Premises without the prior written consent of the Lessor.


 


(c)           Unless the
Lessor shall otherwise direct in writing to carry out to the reasonable
satisfaction of the Lessor during the Term (however and whenever it may
terminate) all works to the Premises which as a condition of any such approval,
consent, licence, permit or permission obtained by or on behalf of the Lessee
or any subtenant are required to be carried out at the Premises by a date after
the Term (however and whenever it may terminate).


 


3.14         Statutory Notices


 


To give the Lessor
a copy of every notice of whatsoever nature affecting or likely to affect the
Premises made given or issued by or on behalf of the local planning authority
or any other authority, body or person having lawful jurisdiction within seven
days of its receipt by the Lessee or any subtenant and to produce the original
thereof to the Lessor on written request and to take all reasonable and
necessary steps to comply with every such notice And if reasonably required in
writing by or on behalf of the Lessor to make or join with the Lessor and any
other persons for the time being interested in the Premises or any adjoining or
neighbouring premises affected thereby in making such objections or
representations against or in respect of any such notice as aforesaid as the
Lessor may reasonably require.


 


3.15         Insurer’s requirements


 


(a)           Nothing
of a noxious, dangerous, explosive or inflammable nature shall knowingly be
stored, placed or kept or remain on the Premises nor shall any other thing be
done in or about the Premises which does or may invalidate or render void or
voidable or cause any increased premium to be payable for any policy of
insurance maintained by the Lessor in respect of the Premises or any adjoining
or neighbouring premises (provided always that the contents of such policy of
insurance have been disclosed to the Lessee).


 


(b)           To repay
to the Lessor upon written demand as part of the Insurance Rent an amount equal
to any such increased premium as may become so payable.


 


(c)           If the
Premises or any other premises shall be destroyed or damaged as a result of any
matter referred to in subclause (a) hereof or as a result of any act,
omission, neglect or default by or on the part of the Lessee or any subtenant
or any person under the control of the Lessee or any subtenant whereby any
policy of insurance maintained by the Lessor is rendered void or payment of the
insurance money thereunder is refused in whole or in part to pay to the Lessor
on written demand or otherwise make good to the Lessor all loss, damage and expense
thereby incurred and to indemnify the Lessor against all actions, proceedings,
costs, claims, demands and liability whatsoever resulting therefrom or arising
thereout including the cost of rebuilding, reinstating, replacing and making
good.


 


8





















 


3.16         To Let board


 


To permit the
Lessor during the period of six months immediately preceding the end or sooner
determination of the Term (and at any time during the Term in the event of any
proposed disposal by the Lessor of its interest in the Premises) to affix and
retain on any part of the Premises (but not so as thereby materially to
interfere with any trade or business carried on thereat or with reasonable
access of light and air thereto) notices and boards of reasonable dimensions
relating to any proposed disposal by the Lessor of its Interest in the Premises
or for reletting or otherwise dealing with the same and to permit all persons
with written authority from the Lessor or the Lessor’s agents to inspect and
view the Premises at reasonable times of the day by previous appointment.


 


3.17       Prohibited allenation


 


The Lessee shall
not assign, transfer, underlet, part with or share possession or occupation,
mortgage or charge any part (as opposed to the whole) of the Premises nor
(without prejudice to clauses 3.18 and 3.19) part with or share possession or
occupation of the whole of the Premises (which is hereby expressly prohibited)
and the Lessee shall not permit or suffer any such dealing as aforesaid.


 


3.18       Assignment


 


(a)           Not
to assign the whole of the Premises without the prior written consent of the
Lessor (such consent not to be unreasonably withheld or delayed) provided that
the Lessor shall be entitled:


 


(i)            to
withhold its consent in any of the circumstances set out in subclause (c);


 


(ii)           to impose
all or any of the matters set out in subclause (d) as a condition of its
consent.


 




	
  (b)           The provisos to
  subclause (a) shall operate without prejudice to the right of the Lessor
  to withhold such consent on any other ground or grounds where such
  withholding of consent would be reasonable or to impose any further condition
  or conditions upon the grant of consent where the imposition of such
  condition or conditions would be reasonable.

   

  






(c)           The
circumstances referred to in subclause (a)(i) are as follows:


 


(i)            where in
the reasonable opinion of the Lessor the value of the Lessor’s reversion to the
Premises would be diminished or otherwise adversely affected by the proposed
assignment on the assumption (whether or not a fact) that the Landlord wished
to sell its reversion the day following completion of the assignment of this
Lease to the proposed assignee;


 


(ii)           where the
assignee is an associated company of the Lessee;


 


(iii)          where
in the reasonable opinion of the Lessor the assignee is not of sufficient
financial standing to enable it to comply with the tenant’s covenants in the
Lease;


 


(iv)          where the
assignee enjoys diplomatic or state immunity;


 


(v)           where the
assignee is not resident in England and Wales.


 


9





















 


(d)           The
conditions referred to in subclause (a)(ii) are as follows:


 


(i)            the
execution and delivery to the Lessor prior to the assignment in question of a
deed of guarantee (being an Authorised Guarantee Agreement);


 


(ii)           the payment
to the Lessor of all rents and other sums which have fallen due under the Lease
prior to the date of assignment;


 


(iii)          the
giving of any requisite consent of any superior landlord or mortgagee and the
fulfilment of any lawful condition of such consent:


 


(iv)          if
reasonably required by the Lessor the execution and delivery to the Lessor
prior to the assignment of a rent deposit deed in such form as the Lessor shall
reasonably require together with the payment by way of cleared funds of the sum
specified in the rent deposit deed;


 


(v)           the
execution and delivery to the Lessor of a deed of guarantee entered into by one
or more third party guarantors reasonably acceptable to the Lessor
incorporating the provisions of Schedule 5.


 


3.19       Subletting


 


(a)           The
Lessee may subject as provided in subclauses (b), (c) and (e) hereof
sublet the whole of the Premises.


 


(b)           The Lessee
shall not sublet the Premises or agree to sublet the Premises otherwise than at
the rent then reasonably obtainable therefor with vacant possession on the open
market without fine or premium with provision for upwards only review of such
rent as at each Review Date (as defined in clause 6.1 (a) hereof) which
shall occur during the term of the relevant underlease in like manner (mutatis
mutandis) as provided in clause 6 hereof PROVIDED THAT AND IT IS HEREBY AGREED
that every permitted underlease (whether mediate or immediate) of the whole of
the premises shall (so far as applicable) contain covenants by the sublessee in
the same form as those contained in clauses 3.17, 3.18 and 3.19.


 


(c)           Before
or at the same time as any underletting of the whole of the Premises shall be
effected the proposed underlessee thereof shall enter into direct covenants
with the Lessor in such form as the Lessor shall require to observe and perform
all the covenants and agreements on the part of the Lessee and the stipulations
and conditions herein contained (other than the payment of the Rent, Insurance
Rent and the Service Charge) during the term of the underlease.


 


(d)           The
Premises shall not at any time be in the occupation of more than two persons
(of which the Lessee whilst in occupation shall count as one).


 


(e)           Subject
and without prejudice to the foregoing provisions of this clause there shall be
no underletting of the whole of the Premises without the prior written consent
of the Lessor thereto (such consent not to be unreasonably withheld or
delayed).


 


3.20         Registration of dealings


 


Within 21 days of
every assignment or transfer (whether by deed, will or otherwise) and every
mortgage or charge and every permitted underletting of the Premises and upon
every other disposition or transmission or devolution of the Premises
(including all Orders of Court, Probates and Letters of Administration) notice
thereof shall be given to the Lessor’s solicitors stating the date and short
particulars thereof and the names and addresses of every party thereto and at
the same time the deed, document or instrument creating or evidencing the same
shall be produced to the Lessor’s solicitors for


 


10





















 


registration (with a certified copy thereof for retention by the
Lessor) and such solicitors’ fee of £30 for such registration shall be paid by
the Lessee.


 


3.21         Encroachments


 


(a)           Neither the Lessee nor any subtenant shall
knowingly effect, authorise or permit any encroachment upon or acquisition of
any right, easement, quasi-right, quasi-easement or privilege adversely
affecting the Premises or any closing or obstruction of the access of light or
air to any windows or openings of the Premises nor shall the Lessee or any
subtenant give any acknowledgement to any third party that the enjoyment of
access of light or air thereto is by the consent of such third party or give
any consideration to any third party or enter into any agreement with any third
party for the purpose of inducing or binding such third party to abstain from
obstructing the access of light or air thereto.


 


(b)           If any such encroachment or acquisition or
closing or obstruction shall be threatened or attempted to give notice thereof
to the Lessor as soon as reasonably practicable after the same comes to the
knowledge of the Lessee or of any subtenant and upon request by and at the cost
of the Lessor to take immediate steps (in conjunction with the Lessor and other
interested persons if the Lessor shall so require) and to adopt all such lawful
means and do all such lawful things as the Lessor may reasonably deem
appropriate for preventing any such encroachment or acquisition.


 


3.22         To comply with regulations


 


(a)           To observe and cause to be observed at all
times all such lawful and reasonable regulations and directions imposed by the
Lessor for the general running orderliness and management of the Common Areas
and any extension thereto and the services thereof and for the regulation of
vehicular traffic into from and within the same as already or from time to time
hereafter notified in writing by the Lessor to the Lessee AND THIS SUB-CLAUSE
shall be without prejudice to the generality of any other provision contained
in this Lease.


 


(b)           Not to cause or to permit any undue noise in
or about the Common Areas or the Parking Spaces whether by the running of
engines sounding of horns hooters or other such warning devices or otherwise
and not to carry out or permit to be carried out any repairs to any vehicle
whilst it is on the Common Areas or the Parking Spaces.


 


(c)           Except for the reasonable and orderly parking
of vehicles (but not lorry trailers trailers caravans or unroadworthy vehicles)
on the Parking Spaces the Lessee shall not deposit or leave or permit to be
deposited or left on any part of the exterior of the Premises or in the
vicinity thereof or (so far as may be within the control of the Lessee or any
subtenant) or on any part of the Common Areas any rubbish refuse cases cartons
pallets by-products or other chattels or effects of any kind whatsoever and in
the event of anything being deposited or left in breach of this covenant the
Lessee shall pay to the Lessor on demand all expenses properly and reasonably
incurred by the Lessor in connection with or arising out of such breach
including the expense of removing storing and/or disposing of anything so
deposited or left (which the Lessor is hereby authorised to do) and shall
indemnify the Lessor against any claims which may be made by any third parties
and against all other claims


 


11





















 


costs expenses and liability whatsoever which the Lessor may incur in
connection with such removal storage and/or disposal.


 


3.23       Not to park or obstruct


 


Not to park or permit to be parked any vehicle in or otherwise to
obstruct or permit to be obstructed the Common Areas (other than areas on which
the Lessee is permitted to park under the provisions of this Lease).


 


3.24       Works to Parking Spaces


 


If and so often as the Lessor or its agents or contractors shall give
not less than one week’s notice (save in emergency when as much notice as
reasonably practicable shall be given) to the Lessee of its or their intention
to repair resurface cleanse or amend the Parking Spaces to remove all vehicles
and other things therefrom and to permit the Lessor or its agents or
contractors to carry out any of the said operations without hindrance or
obstruction Provided that the Lessor shall not be entitled (save in
emergencies) to require such removal during normal working hours without first
using all reasonable endeavours to provide suitable alternative car parking
facilities.


 


3.25       Costs of applications


 


To pay all proper
costs and expenses (including surveyors’ fees and solicitors’ charges and all
disbursements) reasonably incurred or payable by the Lessor in respect of every
application to the Lessor for any consent or approval hereunder whether or not
such consent or approval is granted or refused or the application for same is
withdrawn.


 


3.26        Observe
documents


 


To observe and
perform the agreements and covenants contained in the documents brief
particulars of which are set out in Schedule 3 hereto in so far as the
same relate to the Premises and are still subsisting and capable of being
enforced against the Premises or the owner, landlord, tenant or occupier
thereof and to keep the Lessor throughout the Term fully indemnified against
all actions, proceedings, costs, claims, demands, expenses and liability in any
way relating thereto.


 


4.             LESSOR’S
COVENANTS


 


The Lessor HEREBY
COVENANTS with the Lessee as follows:


 


4.1           Insure


 


(a)           To insure
with an insurance office of repute and on reasonable commercial terms and
(unless such insurance shall become void or payment of the insurance moneys
shall be refused in whole or in part by reason of any act, omission, neglect or
default by or on the part of the Lessee or any subtenant or other person under
the control of the Lessee or any subtenant) to keep insured and to pay all
premiums for insuring and keeping insured the Development in the full
rebuilding cost from time to time (whether or not with other premises) against
loss or damage by the Insured Risks together with insurance against;


 


(i)            architects’,
surveyors’ and other professional advisers’ fees at the usual scales current
for the time being land the cost of demolition and site clearance consequent
upon rebuilding or reinstatement; and


 


(ii)           three
years’ loss of the Rent and the Service Charge or loss of the Rent and the
Service Charge for such period as the Lessor shall in its absolute


 


12





















 


discretion deem
necessary for the rebuilding or reinstatement of the Development taking into account
any likely increases in such rents during such period.


 


(b)           (Unless as
aforesaid) to apply all such moneys (except moneys received in respect of loss
or damage of or to any Other Lettable Unit or fixtures and fittings therein or
thereon liability to third parties or loss of rent) as the Lessor may receive
under or by virtue of such insurance in rebuilding or reinstating the
Development or such parts thereof as may have been damaged or destroyed as
expeditiously as possible (subject always to the Lessor being able to obtain
all such approvals, consents, licences, permits and permissions from competent
authorities and all such materials and labour as may be necessary for such
rebuilding and reinstatement).


 


4.2           Quiet enjoyment


 


That the Lessee
paying the Rent, the Insurance Rent, the Service Charge and all other moneys
which may become payable hereunder by the Lessee and observing and performing
the several covenants and agreements on the Lessee’s part and the conditions
and stipulations herein contained shall and may (except and reserved and
subject nevertheless as is herein mentioned) peaceably hold and enjoy the
Premises during the Term according to these presents without any lawful
interruption by the Lessor or any person lawfully claiming under or in trust
for the Lessor or by title paramount.


 


4.3           Provide services


 


Unless prevented
by strikes, lockouts, unavailability of materials or labour or by any other
matter outside the control of the Lessor and so long as the Lessee shall pay
the Service Charge the Lessor shall use its best endeavours to carry out the
works and to provide the services referred to in Schedule 4 Part B
and Schedule 4 Part C hereto.


 


4.4           Structure


 


(a)           To keep in
good and substantial repair and well and substantially renewed (in so far as is
necessary to effect the repair) and maintained and in good decorative and clean
condition the Structure and all external means of escape from the Building in
case of fire or other emergency.


 


(b)           In a good and workmanlike manner as and when
required but not less frequently than every five years of the Term to
redecorate or otherwise treat all external parts of the Building which have
previously been or ought to have been decorated or treated with good quality
materials.


 


5.             PROVISOS


 


PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as
follows:


 


5.1           Interest
on late payments


 


(a)           Whenever the Rent or the Insurance Rent or the
Service Charge (whether formally or legally demanded or not) or any other
moneys which may become payable hereunder by the Lessee to the Lessor or any
part thereof shall remain unpaid after becoming due and payable then the amount
thereof or the balance for the time being unpaid shall (without prejudice to
the Lessor’s right of re-entry hereinafter contained or any other right or
remedy of the Lessor) as from the due date for payment thereof and until the
same is duly paid bear and carry interest thereon (as well after as before any
judgment) at the rate of four per cent per


 


13





















 


annum above the base rate
for the time being of Barclays Bank PLC or (in the event of such rate ceasing
to be published)  at such equivalent rate
as the Lessor shall notify to the Lessee.


 


(b)           In the event of there being any breach by the
Lessee of the covenants on its part herein contained and the Lessor having
notified the Lessee in writing that by reason thereof the Rent or Insurance
Rent or the Service Charge will not be accepted for the time being then the
amount thereof or the balance for the time being outstanding shall (without
prejudice as aforesaid) as from the date of the notice served by the Lessor in
respect of such breach or (if later) from the due date for payment thereof
until the date on which payment thereof is tendered by the Lessee following the
remedying of the said breach bear and carry interest thereon (as well after as
before any judgment) at the aforesaid rate;


 


and the Lessee accordingly HEREBY COVENANTS with the
Lessor that in every such case the Lessee will pay such interest thereon to the
Lessor in addition to the Rent and Insurance Rent and Service Charge and other
moneys as aforesaid (as well after as before any judgment) at the aforesaid
rate and in default of payment such interest shall be recoverable as rent in
arrears.


 


5.2           Re-entry


 


Without prejudice
to any other provisions contained in this Lease, if:


 


(a)           the rents
reserved by this Lease are unpaid for 21 days after becoming payable (whether
formally demanded or not);


 


(b)           the Lessee
is in material breach of any of its obligations in this Lease;


 


(c)           the Lessee
(being a company) enters into liquidation whether compulsory or voluntary
(other than for the purpose of reconstruction or amalgamation not involving a
realisation of assets) or a resolution is passed or a petition is presented for
such liquidation;


 


(d)           an
administrator is appointed in respect of the Lessee pursuant to the Insolvency
Act 1986 or the Insolvent Partnerships Order or application is made for such
administration or notice is given under paragraph 15 or 26 of Schedule B1
to the Insolvency Act 1986 (as amended);


 


(e)           a receiver
is appointed in respect of the Lessee or any assets of the Lessee;


 


(f)            (where
the Lessee comprises or includes one or more individuals) a bankruptcy order is
made against any such individual or a petition is presented for such bankruptcy
order;


 


(g)           the Lessee
becomes insolvent or unable to pay its debts within the meaning of
section 123 Insolvency Act 1986 or makes a proposal for or enters into any
composition with its or his creditors or makes a proposal for or enters into a
voluntary arrangement (within the meaning of section 1 or section 253
Insolvency Act 1986);


 


(h)           distress,
sequestration or execution is levied on the Lessee’s goods;


 


(i)            any of
the above events occurs in relation to any Surety (excluding for this purpose
any person whose liability at the time of such event derives from an Authorised
Guarantee Agreement); or


 


14





















 


(j)            any
event analogous to any of the above events occurs in any jurisdiction other
than England and Wales


 


then the Lessor
may at any time re-enter the Premises or any part of the Premises in the name
of the whole and immediately this Lease shall terminate absolutely but without
prejudice to any rights of the Lessor in respect of any breach of any of the
obligations on the Lessee’s part in this Lease.


 


5.3        Rent cesser


 


(a)           If the
Premises or any material part thereof or the access thereto shall at any time
or times be destroyed or damaged by any of the Insured Risks so as to be unfit
for occupation and use by the Lessee then and in every such case (unless as
provided in clause 4.1 (a) hereof) the Rent, Service Charge or a fair and
just proportion thereof according to the nature and extent of the damage sustained
(as agreed between the Lessor and the Lessee in writing within one month of
such destruction or damage) shall for a period of three years (or for such
other period as the Lessor shall have insured under clause 4.1 (a) hereof)
from the date of such damage or destruction or (if earlier) until the Premises
have been rebuilt or reinstated and made fit for occupation and use by the
Tenant be suspended and cease to be payable and failing such agreement or in
case any dispute shall arise as to the amount of such suspension and/or such
period the same shall be determined by an independent surveyor who shall:


 


(i)            be a
chartered surveyor with at least ten years experience in the assessment of rent
for premises of a similar nature in the locality of the Premises;


 


(ii)           be
appointed by the President or Vice President for the time being of the Royal
Institution of Chartered Surveyors on the application of whichever of the
Lessor and the Lessee shall first so apply;


 


(iii)          act
as an expert and not as an arbitrator;


 


(iv)          on his
appointment serve written notice thereof on the Lessor and the Lessee;


 


(v)           consider
any written representations by or on behalf of the Lessor or the Lessee
concerning such matter which are received by him within 28 days of such service
but otherwise have an unfettered discretion to determine such matter;


 


(vi)          serve
notice of such determination on the Lessor and the Lessee as soon as he has
made it;


 


(vii)         be
paid his proper fee and expenses in connection with such determination by the
Lessor and the Lessee in equal shares or any such shares as he may determine;


 


and any such
determination shall be final and binding on the parties Provided
that if and whenever any person so appointed shall die, be adjudged bankrupt or
become of unsound mind or if both the Lessor and the Lessee shall serve upon
such person written notice that in their opinion he has unreasonably delayed
making such determination such person shall ipso facto be discharged and be
entitled only to his reasonable expenses prior to such discharge and another
such independent surveyor shall be appointed to act in his place as aforesaid.


 


15





















 


(b)                                 If
the Premises have not been rebuilt or reinstated within three years of the date
of such damage or destruction either party shall be entitled to determine this
Lease by serving notice on the other in that regard following which this Lease
shall immediately determine but without prejudice to either party’s rights in
respect of any previous breach of its obligations hereunder.


 


5.4        Statutory compensation


 


The Lessee shall not be entitled on quitting
the Premises to any compensation under section 37 Landlord and Tenant Act
1954 (as amended).


 


5.5        Data
Protection Act 1998


 


For the purposes of the Data Protection Act
1998 or otherwise the Lessee and the Surety (if any) acknowledge that
information relating to this tenancy will be held on computer and other filing
systems by the Lessor or the Lessor’s managing agent (if any) for the purposes
of general administration and/or enforcement of this Lease and agree to such
information being used for such purposes and being disclosed to third parties
so far only as is necessary in connection with the management of the Lessor’s
interest in, the insurance and/or maintenance of the Premises, checking the
credit-worthiness of the Lessee and the Surety, or the disposal or sub-letting
of the Premises or the Development of which the Premises form part, or is
necessary to conform with recognised industry practice in the management and
letting of property.


 


6.           RENT REVIEW


 


IT IS ALSO HEREBY EXPRESSLY AGREED AND
DECLARED between the parties hereto as follows:


 


6.1         In this
clause:


 


(a)           the
“Review Date” means and includes 29 September 2009;


 


(b)                                 the
“Market Rack Rent” means the full annual rack rent exclusive of all outgoings
at which the Premises might reasonably be expected to be let as a whole as
between a willing lessor and a willing lessee in the open market for a term
equal to the residue of the Term at the Review Date without payment of any fine
or premium upon the terms and subject to covenants, agreements, stipulations
and conditions similar to those herein contained (except as to the Term and the
amount of the Rent but including similar provisions for review thereof) but
upon the assumption that:


 


(i)                                     the
Lessee has complied with all of the covenants on the part of the Lessee in this
Lease contained;


 


(ii)                                  the
Premises are available to be let with vacant possession (but such assumption
shall not give rise to any discount or abatement of the Market Rack Rent to
allow for any discount or rent free period which a willing lessor would or
might grant or allow a willing lessee upon or as a term of the grant and
acceptance of such letting);


 


(iii)                               the
Premises are fit and ready for immediate occupation and for any use permitted
by this Lease and by any licence or consent granted by the Lessor prior to the
relevant Review Date at the request of the Lessee or any permitted undertenant
or any predecessor in title of them or either of them respectively;


 


16





















 


(iv)                              in case the Premises have
been destroyed or damaged they have been fully
restored;


 


(v)                                 all Value Added Tax
payable by the Lessee under the provisions of this Lease is recoverable by the
Lessee in full;


 


and disregarding (if appropriate):


 


(1)                                  any effect on rent of the fact that the Lessee
or any permitted undertenant or their respective predecessors in title or any
other permitted occupier has been or is in occupation of the whole or any part
of the Premises;


 


(2)                                  any goodwill attached
to the Premises by reason of the carrying on at the Premises of the business of
the Lessee or any permitted undertenant or other permitted occupier;


 


(3)                                  any permitted
improvement to the Premises carried out by and at the expense of the Lessee or any permitted undertenant or any
predecessor in title of them or either of them respectively otherwise than in
pursuance of an obligation to the Lessor and being such an improvement
completed after the date hereof but not more than 21 years before the relevant
Review Date;


 


(4)                                  any works of demolition, construction,
alteration or addition carried out or being carried out on the Premises
(otherwise than by and at the instance of the Lessor or in pursuance of an
obligation to the Lessor) which diminish the rental value of the Premises at
the relevant Review Date;


 


(5)                                  any restraint or restriction on the right to
recover or increase rent imposed by or by virtue of any Act of Parliament;


 


(6)                                  any effect on the rental value of the Premises
due to the fact (if such be a fact) that as at the Review Date the other
tenants in occupation of the remainder of the Development or any part thereof
comprise any two or more of the following:


 


(A)                              Ipswich Borough Council;


 


(B)                                Suffolk College or a successor university;


 


(C)                                Ipsenta;


 


(D)                               Suffolk Tec;


 


(E)                                 Suffolk Chamber of Commerce;


 


(F)                                 Business Link;


 


(7)                                  the rent on a permitted subletting if less
than the best rent reasonably obtainable.


 


6.2                                 As at each Review Date there shall be a review
of the Rent and the Lessor and the Lessee shall seek to agree the Market Rack
Rent but failing written agreement between the parties the Lessor or the Lessee
may at any time not more than two months prior to the relevant Review Date
refer the determination of the Market Rack Rent to an independent surveyor
(being such a person as is mentioned in clause 5.3(a)(i) hereof and


 


17





















 


who shall be appointed as mentioned in clause 5.3(a)(i) hereof)
acting as an arbitrator (in which case the Arbitration Act 1996 shall apply) or
(if the Lessor and the Lessee shall so agree) such independent surveyor shall
act as an expert and not as an arbitrator.


 


6.3                                 If
the determination of the Market Rack Rent shall be referred to an expert in
accordance with the previous clause then clause 5.3(a)(iii), 5.3(a)(iv), 5.3(a)(v)
and 5.3(a)(vi) shall also apply and such expert shall give notice in
writing of his decision within two months of his appointment or within such
extended period as the parties may agree.


 


6.4                                 The
Rent payable hereunder as from such Review Date (the “Reviewed
Rent”) until next increased on a subsequent Review Date or the end
or sooner determination of the Term (as the case may be) shall be the greater
of the Rent payable hereunder immediately prior to the relevant Review Date
(the “Current Rent”) and the Market Rack
Rent agreed or determined in accordance with clause 6.2 hereof.


 


6.5                                 If
the Reviewed Rent shall not be ascertained by the Review Date then until it has
been ascertained the Lessee shall continue to pay on account Rent at the rate
of the Current Rent until the quarter day after it has been ascertained on
which quarter day the Lessee shall pay the Lessor an additional sum equal to
the excess (if any) of Rent at the rate of the Reviewed Rent over Rent at the
rate of the Current Rent for the period from the Review Date to such quarter
day plus interest on such additional sum from the date on which each instalment
thereof would have been due during the said period if the Reviewed Rent had
then been ascertained such interest being chargeable at the base rate for the
time being of Barclays Bank PLC or (in the event of such rate ceasing to be
published) at such equivalent rate as the Lessor shall notify to the Lessee.


 


6.6                                 A
Memorandum of the Market Rack Rent shall be entered into between the parties in
such terms as the Lessor shall reasonably require.


 


7.                                       LESSEE’S OPTION TO DETERMINE


 


7.1                                 The
Lessee may end this Lease on 29 September 2009 by giving at least six
months’ written notice expiring on that day provided that at the time of expiry
of such notice:


 


(a)                                  there
are no arrears of any rents reserved by or any other sums payable under this
Lease (save as to any Service Charge Arrears which are already the subject of a
dispute prior to the date of service of the notice to terminate); and;


 


(b)                                 there
is no other material outstanding breach of any Lessee’s covenant; and


 


(c)                                  vacant
possession of the Premises is given.


 


7.2                                 If
any of the conditions referred to in (a), (b) or (c) above are not
satisfied at the date of expiry of such notice the notice is deemed to be of no
effect and this Lease shall continue as before, provided that the Lessor may
waive all or any of the said conditions by giving notice to the Lessee at any
time.


 


7.3                                 The
ending of this Lease shall not affect either parry’s rights in respect of any
earlier breach of any provision of this Lease.


 


7.4                                 On
the date on which this Lease ends pursuant to this clause, the Lessee shall
hand over to the Lessor the original Lease and all other title deeds and
documents relating to the Premises, and shall execute such document as the
Lessor shall reasonably require in order to cancel any entry or title at the
Land Registry.


 


7.5                                 The
provisions contained in this clause are personal to and exercisable only by
Vidus Limited. They are not capable of being assigned or otherwise dealt with
by Vidus Limited and shall cease to have effect upon the date of the first
transfer or deed of assignment of


 


18





















 


this Lease between Vidus Limited and its assignee irrespective of
whether such transfer or assignment is notified to the Lessor or submitted for
registration at the Land Registry.


 


7.6                                 Nothing
in this clause shall have the effect of making time of the essence for the
purposes of the review of rent under this Lease.


 


8.                                       NOTICES


 


This Lease shall incorporate the provisions
as to notices contained in section 196 Law of Property Act 1925 as amended
by the Recorded Delivery Service Act 1962 and every notice required to be given
hereunder shall be in writing.


 


9.            VAT


 


9.1                                 All
rents and other sums payable by the Lessee hereunder which are for the time
being subject to VAT shall be considered to be tax exclusive sums and the VAT
at the appropriate rate for the time being shall be payable by the Lessee in
addition thereto.


 


9.2                                 The
Lessee shall indemnify and keep indemnified the Lessor against any VAT paid or
payable by the Lessor in respect of any costs, fees, disbursements, expenses or
other sums which the Lessor is entitled to recover under the terms of this
Lease.


 


10.          SURETY’S COVENANTS


 


The Surety (if any) hereby covenants with the
Lessor in the terms of Schedule 5.


 


11.          LANDLORD AND TENANT
(COVENANTS) ACT 1995


 


This Lease is a new tenancy within the
meaning of section 1 Landlord and Tenant (Covenants) Act 1995.


 


12.          DELIVERY AS A DEED


 


This document shall be treated as having been
executed as a deed only upon being dated.


 


13.          RIGHTS OF THIRD PARTIES


 


No person other than a contracting party may
enforce any provision of this Lease by virtue of the Contracts (Rights of Third
Parties) Act 1999.


 


14.          RIGHTS GRANTED BY THE ADJOINING
OWNER


 


The Adjoining Owner hereby grants to the
Lessee for the benefit of the Premises during the Term the rights set out in Schedule 1
hereto insofar as such rights affect the Adjoining Owner’s Land.


 


IN WITNESS whereof
the parties hereto have executed this deed the day and year first before
written.


 


19





















 


SCHEDULE 1


 


Rights granted


 


1.             Support


 


The right of support and protection for such parts of the Premises as
require the same from any other part of the Development capable of providing
such support and protection.


 


2.             Passage of Conducting Media


 


The right to the free and uninterrupted passage of services through the
Conducting Media (in common with the Lessor and tenants of the Other Lettable
Units and all other persons entitled thereto) through the appropriate conduits
laid in or over under or through any other parts of the Development or other
contiguous or adjacent land and premises of the Lessor.


 


3.             Use of the Common Areas


 


Subject to the rights reserved in paragraph 7 of Schedule 2 the
right for the Lessee and all persons authorised by it (in common with the
Lessor and tenants of Other Lettable Units and all other persons similarly
entitled or authorised) during the Term or until the same or any part or parts
thereof shall hereafter be dedicated as public highways to pass and re-pass
with or without vehicles where appropriate over and use the Common Parts and
the Common Areas (with the exception of any car parking spaces over which
exclusive rights have been granted to any other lessee) and any other areas
which the lessees of the Development are entitled to use for the purpose for
which each part is designated by the Lessor from time to time.


 


4.             Fire escapes


 


The right (in common as aforesaid) in case of emergency only to use or
pass along such means of escape across fire escapes (if any) provided over the
Other Lettable Units or otherwise within the Development.


 


5.             Car Parking Spaces


 


The exclusive right to park roadworthy vehicles (other than lorry
trailers or caravans) on the Parking Spaces for all purposes connected with the
Lessee’s or any subtenant’s lawful user of the Premises.


 


20





















 


SCHEDULE 2


 


Rights reserved


 


1.             Support


 


The right of support and protection by such parts of the Premises
capable of providing the same for such other parts of the Development or any
adjoining premises as require such support and protection.


 


2.             Passage of Conducting
Media


 


The right to the uninterrupted passage of services through the
Conducting Media through the conduits for the time being belonging to or
running in over under or through the Premises or any land and premises over
which the Lessee is hereby granted any access rights.


 


3.             Right to alter the
Conducting Media


 


The right upon reasonable prior notice (save in emergency when as much
notice as reasonably practicable shall be given) to make connections with any
or all of the Conducting Media and to enter upon the Premises or any land and
premises over which the Lessee is hereby granted any access rights at all
reasonable times for the purpose of making connections with maintaining
repairing cleansing and inspecting the Conducting Media causing as little
disturbance as possible and promptly making good any damage thereby occasioned
to the Premises to the reasonable satisfaction of the Lessee.


 


4.            Right to alter Development


 


The right at any time upon reasonable prior notice to build on alter
add to extend or re-develop any other part of the Development or any adjoining
premises of the Lessor in such manner as it shall think fit notwithstanding any
interference with the access of light or air to the Premises and the right to
undermine underpin and shore up the Premises or any part thereof the Lessor
causing as little disturbance as possible and promptly making good (to the
reasonable satisfaction of the Lessee) any damage caused to the Premises by
such undermining underpinning or shoring up Provided Always that the Lessee’s
use and enjoyment of the Premises shall not be materially affected by such
works).


 


5.            Right to build into Party Structures


 


The right at all times upon reasonable notice (or in emergency with as
much notice as is reasonably practicable) for the Lessor to enter upon the
Premises in order to build on or into alter remove or replace any Party
Structure causing as little disturbance as possible and promptly making good
all damage caused to the Premises in the exercise of this right.


 


6.            Fire escapes


 


Rights (in cases of emergency) to use or pass along fire escapes (if
any) crossing adjoining or forming part of the Premises.


 


21





















 


7.             Control of Common Areas


 


The right to regulate and control the use of the Common Areas and in
particular (but without prejudice to the generality of the foregoing) to:


 


(a)                                  make
reasonable regulations for the control regulation and limitation of traffic
thereon or on any part thereof and to erect such signs as may be
appropriate;


 


(b)                                 vary
alter change the use of close or control access to the whole or any part
thereof (provided that the Lessor shall where appropriate provide reasonable
alternative access and/or facilities); and


 


(c)                                  upon not less then
seven days’ prior notice (save in emergency) close temporarily for works of
repair or any other reasonable purpose any part or parts of the Common Areas
such works to be carried out in such manner as to cause as little inconvenience
as reasonably may be to the Tenant.


 


PROVIDED THAT the Lessee’s use and enjoyment of the Premises and the Common
Lovells Areas shall not be materially affected thereby.


 


8              The
rights and liberties of entry upon the Premises mentioned in the covenants by
the Lessee herein contained.


 


9.             The
right on reasonable notice (except in emergency when as much notice as
reasonably practicable shall be given) to enter into and upon the Premises with
or without workmen and equipment for the purposes of carrying out the
maintenance repair repainting cleansing and renewal of any adjoining or
neighbouring premises causing as little disturbance as possible and promptly
making good all damage caused to the Premises in the exercise of this right.


 


22





















 


SCHEDULE 3


 


Documents
to be observed


 


Covenants
not to carry on malting or operations associated with malting contained in two
conveyances both dated 6 August 1982 and made between Paul &
Sanders Ltd (1) Paul & Whites Plc (2) The Franciscan
Investment Trust Ltd (3) and the other made between Paul &
Sanders Ltd (1) Paul & Whites Plc (2) The Carthusian Trust
Ltd (3).


 


23





















 


SCHEDULE 4


 


Service Charge


 


Part A


 


1.                                       The
service charge hereinafter referred to shall be a sum (the “Service
Charge”) equal to a just proportion fairly attributable to the
Premises as conclusively determined (save in the case of manifest error) by the
Lessor’s Surveyor of the costs, expenses and outgoings from time to time
properly incurred or to be properly incurred by the Lessor in respect of the
works, matters and things specified in Part B of this Schedule (the “Estate Charge”) and in Part C of this Schedule (the
“Building Charge”) as to each year (the
“Accounting Period”) commencing on 28 September falling
wholly or partly within the Term PROVIDED THAT the Lessor may vary the
Accounting Period at its sole discretion at any time during the Term.


 


2.                                       Subject to
paragraph 4 of this Part of this Schedule:


 


2.1                                 the Lessor’s auditors,
accountants or surveyors (as the Lessor shall from time to time nominate)
acting as experts and not as arbitrators shall prior to each Accounting Period
prepare and supply the Lessee with a copy of an estimate (the “Interim Charge”) of the Service Charge payable for that
Accounting Period;


 


2.2                                 the Lessee shall pay
the Interim Charge by equal quarterly payments in advance on the usual quarter
days in that Accounting Period and so in proportion for any broken period;


 


2.3                                 as soon after the
expiry of that Accounting Period as is reasonably practicable the Lessor’s
auditors or accountants or surveyors (as so nominated) acting as experts and
not as arbitrators shall ascertain and certify by a signed certificate (the “Certificate”)
the Service Charge in respect of that Accounting Period and a copy of
the Certificate shall be served by the Lessor on the Lessee.


 


2.4                                 If
the Service Charge as so certified exceeds art falls short of the Interim
Charge then immediately upon service of such copy the excess shall become due
(together with any arrears of the Interim Charge) and shall be paid within
seven days to the Lessor by the Lessee or the shortfall shall be credited to
the Lessee by the Lessor for the succeeding Accounting Period (as the case may
require) Provided Always that at the end of the Term (howsoever determined),
such shortfall shall be refunded to the Lessee.


 


3,                                       The
Certificate shall contain a summary of the said costs, expenses and outgoings
actually incurred by the Lessor during the Accounting Period together with the
provision referred to in paragraph 9 of Part B of and paragraph 9 of Part C
this Schedule and shall be conclusive evidence for the purposes hereof of
the matters which it purports to certify and shall be binding upon the Lessor
and the Lessee (save in the case of manifest error) who shall not be entitled
to dispute or question the amount of the said costs expenses and outgoings
whether or not such costs, expenses and outgoings could have been incurred more
cheaply than actually incurred by the Lessor.


 


4.                                       Notwithstanding
the foregoing provisions of this Part of this Schedule:


 


4.1                                 the
first payment of the Interim Charge in respect of the Accounting Period
commencing on 29 September 2004 shall be at the rate of £8,070 per annum
of which the first proportion from 29 September 2004 to the next quarter
day hereafter shall be paid on or before the date hereof;


 


4.2                                 if
and whenever Interim Charge shall not be prepared and a copy thereof supplied
to the Lessee as required by paragraph 2.1 of this Part of this Schedule the
Interim Charge may


 


24





















 


be so prepared and a copy thereof so supplied
at any time after the commencement of the relevant Accounting Period whereupon
the Lessee shell pay to the Lessor a sum equal to the sum or sums which would
have been so payable had the Interim Charge been prepared and a copy thereof
supplied as required by the said paragraph.


 


5.                                       Any
determination by an expert referred to in this Part of this Schedule shall
be final and binding on the parties (save in the case of manifest error).


 


6.                                       The Lessor shall
not be concerned in the administration and collection of or accounting for the
Service Charge on an assignment of this Lease and accordingly the Lessor shall:


 


6.1                                 not be required to
make any apportionment relatlive to the assignment; and


 


6.2                             be
entitled to deal exclusively with the Lessee in whom this Lease is for the time
being vested (and for this purpose in disregard of any assignment which has not
been registered in accordance with clause 3.20).


 


7.                                       Any costs
incurred by the Lessor in complying with its obligations in clauses 4.1 and 4.4
of this Lease shall be excluded from the Service Charge together with any costs
incurred by the Lessor in complying with similar obligations in respect of the
Other Buildings.


 


8.                                       The Lessor shall
use all reasonable endeavours to consult with the Lessee and other lessees of
the Development in relation to any significant expenditure with regard to the
provision of the services referred to in Part B of this Schedule and
with the Lessee and other lessees of the Building in relation to any
significant expenditure with regard to the provision of the services referred
to in Part C of this Schedule or in relation to any proposed material
change in the nature or extent (of the services to be provided.


 


9.                                       In calculating
the Service Charge the Lessor must itself pay or otherwise accept
responsibility for the proportion of costs and expenses attributable to any
Other Lettable Units that are not let or that are occupied by the Lessor for so
long as they are unlet or so occupied or that are let on terms that do not
provide for the Lessee to pay the appropriate proportion attributable to such
Other Lettable Unit.


 


10.                                 Notwithstanding
the provisions of paragraph 3 above the Lessor shall upon reasonable request
provide the Lessee and its agents access to and the facility to make copies of
the books records and other documents relating to the calculation of the
Service Charge the reasonable and proper cost of affording such access and
copies to be borne by the Lessee unless material errors are discovered in the
computation of the Service Charge in which case the reasonable and proper costs
will be borne by the Lessor.


 


Part B


Estate Charge


 


1.                                       All
reasonable and proper costs and expenses in respect of the following matters:


 


1.1                                 maintaining
repairing resurfacing cleansing and marking out the Parking Spaces and other
parts of the Common Areas designated as car parking spaces including without
prejudice to the generality of the foregoing all costs and expenses incurred in
providing suitable alternative car parking facilities whilst such works are
being carried out;


 


25





















 


1.2                                 provision maintenance repair decoration and renewal of any refuse huts bins and paladins and
compactors for refuse disposal and disposing of and arranging for refuse
disposal from the Common Areas;


 


1.3                                 inspecting maintaining repairing and whenever
necessary renewing the Conducting Media lying in under or over the Development
so far as the same are not exclusively within and do not exclusively serve the
Premises or any Other Lettable Unit;


 


1.4                                 inspecting maintaining cleaning repairing and
whenever necessary resurfacing
the roads and footpaths within the Development;


 


1.5                                 repairing and resurfacing the Parking Spaces
and other parts of the Common Areas designated as car parking spaces and the
associated lighting system including without prejudice to the foregoing all costs and expenses
incurred in providing suitable alternative car parking facilities while such
works are being carried out;


 


1.6                                 inspecting maintaining repairing and whenever
necessary renewing the lighting system serving the roads footpaths and parking
areas within the Development and all electricity costs associated therewith;


 


1.7                                 Inspecting maintaining repairing and whenever
necessary renewing the security gates and/or intercom and/or entry phone system
between the security gates and the Premises and any Other Lettable Unit and all
electricity costs associated therewith;


 


1.8                                 maintaining cultivating planting and whenever
necessary replacing any landscaped areas and/or planters within the
Development;


 


1.9                                 inspecting maintaining repairing and whenever
necessary renewing the boundary walls and fences belonging to the Development;


 


1.10                           general water and other rates of whatever
nature or kind payable in respect of the Development (other than the Premises
and the Other Lettable Units but for the avoidance of doubt including any management office as referred
to in paragraph (14) below);


 


1.11                           providing maintaining and renewing name
boards directional signs fire
regulation and security notices;


 


1.12                           maintaining supporting repairing cleansing
and amending all roads footpaths walls and fences Conducting Media and other
things the use of which is common to the Development or any part thereof and to any premises
neighbouring the Development;


 


1.13                           providing security services within the
Development including the provision of security patrols to the extent
reasonably necessary;


 


1.14                           maintaining repairing cleansing decorating
and renewing any part of the
Development designated by the Lessor for use as a management office for the
Development (including a notional rent for the same and any fixtures or
fittings in such office).


 


2.                                       All reasonable and proper costs and expenses
in respect of:


 


2.1                                 effecting and maintaining such insurances as
the Lessor may reasonably deem appropriate in connection with the Common Areas
including insurance against damage by any of the insured Risks property owners’ or third party liability risks;


 


2.2           all valuations carried out from time to time
for the purposes of such insurances.


 


26





















 


3.                                       All
reasonable and proper costs and expenses incurred by the Lessor or its
surveyors in employing staff for the purposes of or in any way connected with
any of the matters mentioned in this Part of this Schedule or for
security or building maintenance purposes or otherwise in the interests of good
estate management or for the proper enjoyment and benefit of the Development.


 


4.                                       All
reasonable and proper fees and costs incurred in respect of or in connection
with the preparation of the demands statements Certificates and other charges
mentioned in Part A of this Schedule and of accounts kept for the
purpose thereof.


 


5.                                       The
reasonable and proper fees of any managing agents employed for the general
management of the Development (including if required by the Lessor the
collection of the rents and/or service charge payments) and if no managing
agents are employed for such purposes a management fee payable to the Lessor
provided that such management fee shall not exceed that which would have been
reasonably payable to independent managing agents.


 


6.                                       The reasonable and proper cost of carrying
out works or services of any kind whatsoever which the Lessor may reasonably
deem desirable or necessary for the purpose of maintaining or improving the
services in the Development.


 


7.                                       The reasonable and proper cost of taking all
steps reasonably deemed desirable or expedient by the Lessor for complying with
making representations against or otherwise contesting the incidence of the
provisions of any legislation or orders or statutory requirements or agreements
entered into thereunder concerning
town planning means of escape or other fire precautions public health highways
streets drainage or other matters relating or alleged to relate to the
Development for which the Lessee is not liable hereunder.


 




	
  8.                                       Such
  sum or sums by way of reasonable provision for anticipated future expenditure
  in respect of any of the said matters as the Lessor’s auditors accountants or
  surveyors (as the Lessor shall from time to time nominate) acting as experts
  and not the as arbitrators shall
  decide should be allocated to the Accounting Period in question as being
  prudent and reasonable in the circumstances (such decision to be final and
  binding on the parties).

   

  






9.                                       All VAT which may be applicable to any of the
foregoing services or items save to the extent that the Lessor can recover the
same.


 


Part C


 


Building Charge


 


1.             The reasonable and proper costs and expenses
of maintaining repairing cleansing decorating and renewing:


 


1.1                                 any central heating air conditioning
ventilation and hot water boilers apparatus and installations and Conducting
Media in under or upon the Building and available for enjoyment or use by more
than one lessee of the Building in common with the Lessor and the tenants of
other parts of the Building or in or serving the Common Parts;


 


1.2                                 the
Common Parts and carpets and other fixtures and fittings therein;


 


27





















 


1.3           any fire alarm system
and fire-fighting equipment in the Building;


 


1.4           the window cleaning
equipment serving the Building (and the cleaning of the external windows if the
Lessor so determines).


 


2.             The reasonable and proper cost of lighting
the Common Parts.


 


3.                                       The reasonable and proper cost of fuel and
other running costs relating to the central heating air conditioning
ventilation and hot water boilers apparatus and installations and Conducting Media.


 


4.                                       All general and other rates of whatever
natural or kind and all taxes duties levies assessments impositions and
outgoings whatsoever (whether parliamentary parochial local or of any other
description) payable by the Lessor in respect of the Common Parts.


 


5.                                  All reasonable and proper costs and expenses
incurred by the Lessor or its surveyors in respect of:


 


5.1           the general management of the Building;


 


5.2                                 maintenance contracts
for any lifts and any such central heating air conditioning ventilation and hot
water boilers apparatus and installations;


 


5.3                                 employing staff for
the purposes of or in any way connected with any of the matters mentioned in
this Part of this Schedule or for security or building maintenance
purposes or otherwise in the interests of good estate management or for the
proper enjoyment and benefit of the Building in so far as this is not covered
by the costs and expenses specified in paragraph 3 of Part B of this
Schedule.


 


6.                                       The
reasonable and proper cost of taking all steps reasonably deemed desirable or
expedient by the Lessor for complying with making representations against or
otherwise contesting the incidence of the provisions of any legislation or
orders or statutory requirements thereunder concerning town planning public
health highways streets drainage or other matters relating or alleged to relate
to the Building for which the Lessee is not liable hereunder in so far as this
is not covered by the costs specified in paragraph 7 of Part B of this
Schedule.


 


7.                                       All
reasonable and proper fees and costs incurred in respect of or in connection
with Interim Charges and Certificates mentioned in Part A of this Schedule in
so far as they relate to the Building Charge and of accounts kept and audits
made for the purpose thereof.


 


8.                                       The reasonable
and proper fees of any managing agents employed by the Lessor for the general
management of the Building in so far as this is not covered by the fees
specified in paragraph 5 of Part B of this Schedule.


 


9.                                       Such sum or sums
by way of reasonable provision for anticipated future expenditure during the
Term in respect of any of the said matters as the Lessor’s auditors accountants
or Surveyors (as so nominated) acting as Experts and not as arbitrators shall
decide should be allocated to the Accounting Period in question as being
prudent and reasonable in the circumstances (such decision to be final and
binding on the parties).


 


10.                                 The reasonable and
proper cost of carrying out works or services of any kind whatsoever which the
Lessor may reasonably deem desirable or necessary for the


 


28





















 


purpose of maintaining or improving the services in the Building and
the cost of any other services reasonably provided by the Lessor from time to
time for the benefit of lessees in the Building or in the interests of good
estate management in so far as this is not covered by the costs specified in
paragraph 6 of Part B of this Schedule.


 


11.                                 All VAT which may be
applicable to any of the foregoing services or items save to the extent that
the Lessor can recover the same.


 


29





















 


SCHEDULE 5


 


Covenants by the Surety


 


1.                                       The Surety (if
any) in consideration of the grant of this Lease (or the agreement to the
assignment of this Lease as appropriate) COVENANTS AND GUARANTEES with and to
the Lessor that;


 


1.1                                 The Lessee shall punctually pay the rents and perform
and observe the covenants and other
terms of this Lease.


 


1.2                                 If the Lessee shall
make any default in payment of the rents or in performing or observing any of
the covenants or other terms of this Lease the Surety will pay the rents and
perform or observe the covenants or terms in respect of which the Lessee shall
be in default and make good to the Lessor on demand and indemnify the Lessor
against all losses, damages, costs and expenses arising or incurred by the
Lessor as a result of such non-payment, non-performance or non-observance
notwithstanding:


 


(a)                                  any
time or indulgence granted by the Lessor to the Lessee or any neglect or
forbearance of the Lessor in enforcing the payment of the rents or the
observance or performance of the covenants or other terms of this Lease;


 


(b)                                 that
the terms of this Lease may have been varied by agreement between the parties;


 


(c)                                  any other act or thing by which but for this
provision the Surety would have been released.


 


1.3                                 These provisions are
to take effect immediately on the grant (or the assignment as appropriate) of
the Lease to the Lessee and are to remain in force so long and to the extent
that the Lessee is not released by law from liability for any of the covenants
and other terms of this Lease.


 


2.                                       The Surety
FURTHER COVENANTS with the Lessor that if this Lease is disclaimed or forfeited
prior to any lawful assignment by the Lessee of this Lease the Lessor may
within six months after the disclaimer or forfeiture by notice in writing
require the Surety to accept a new lease of the Premises for a term equivalent
to the residue which if there had been no disclaimer or forfeiture would have
remained of the Term at the same rent and subject to the like covenants and
conditions as are payable under and applicable to the tenancy immediately
before the date of such disclaimer or forfeiture (the said new lease and the
rights and liabilities thereunder to take effect as from the date of such
disclaimer or forfeiture) and in such case the Surety shall pay the Lessor’s
costs Incurred by the Lessor in connection with such new lease and the Surety
shall accept such new lease accordingly and will execute and deliver to the
Lessor a Counterpart thereof.


 


3.                                       If this Lease is
disclaimed or forfeited and for any reason the Lessor does not require the
Surety to accept a new lease of the Premises in accordance with paragraph 2
hereof the Surety shall pay to the Lessor on demand an amount equal to the
difference between any money received by the Lessor for the use or occupation
of the Premises less any expenditure incurred by the Lessor in connection with
the Premises and the rents which would have been payable under the Lease but
for such disclaimer or forfeiture in both cases for the period commencing with
the date of such disclaimer or forfeiture and ending on whichever is the
earlier of the following dates:


 


(a)                                  the
date six months after such disclaimer or forfeiture; and


 


(b)                                 the
date (if any) upon which the Premises are relet.


 


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4.                                       The Surety
FURTHER COVENANTS and guarantees the obligations of the Lessee under any
Authorised Guarantee Agreement entered into by the Lessee pursuant to the terms
of this Lease.


 


5.                                       For the purposes
of these provisions references to the Lessee are to the Lessee in relation to
whom the Surety’s covenant is given but not any lawful assignee of such Lessee.


 


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SCHEDULE 6


 


Authorised Guarantee Agreement


 


1.                                       The Lessee in
consideration of the agreement to the assignment of the Lease COVENANTS AND
GUARANTEES with and to the Lessor that:


 


1.1                                 The Assignee shall
punctually pay the rents and perform and observe the covenants and other terms
of the Lease.


 


1.2                                 If the Assignee shall
make any default in payment of the rents or in performing or observing any of
the covenants or other terms of the Lease the Lessee will pay the rents and
perform and observe the covenants or terms in respect of which the Assignee
shall be in default and make good to the Lessor on demand and indemnify the
Lessor against all losses, damages, costs and expenses arising or incurred by
the Lessor as a result of such non-payment, non-performance or non-observance
notwithstanding;


 


(a)                                  any
time or indulgence granted by the Lessor to the Assignee or any neglect or
forbearance of the Lessor in enforcing the payment of the rents or the
observance or performance of the covenants or other terms of the Lease;


 


(b)                                 that
the terms of the Lease may have been varied by agreement between the parties
(but subject always to section 18 Landlord and Tenant (Covenants) Act
1995);


 


(c)                                  any
other act or thing by which but for this provision the Lessee would have been
released.


 


2.                                       The Lessee
FURTHER COVENANTS with the Lessor that if the Lease is disclaimed prior to any
lawful assignment by the Assignee of the Lease the Lessor may within six months
after the disclaimer require the Lessee to accept a new lease of the Premises
for a term equivalent to the residue which if there had been no disclaimer
would have remained of the Term at the same rent and subject to the like
covenants and conditions as are payable under and applicable to the tenancy
immediately before the date of such disclaimer (the said new lease and the
rights and liabilities thereunder to take effect as from the date of such
disclaimer) and in such case this Lessee shall pay the Lessor’s costs incurred
by the Lessor in connection with such new lease and the Lessee shall accept
such new lease accordingly and will execute and deliver to the Lessor a
Counterpart thereof.


 


3.                                       If the Lease is
disclaimed and for any reason the Lessor does not require the Lessee to accept
a new lease of the Premises in accordance with paragraph 2 the Lessee shall pay
to the Lessor on demand an amount equal to the difference between any money
received by the Lessor for the use or occupation of the Premises less any
expenditure incurred by the Lessor in connection with the Premises and the
rents which would have been payable under the Lease but for such disclaimer in
both cases for the period commencing with the date of such disclaimer and
ending on whichever is the earlier of the following dates:


 


(a)                                  the
date six months after such disclaimer;


 


(b)                                 the
end or sooner determination of the Term.


 


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4.                                       Notwithstanding
any of the foregoing provisions the Lessee:


 


(a)                                  shall
not be required to guarantee in any way the liability for the covenants and
other terms of the Lease of any person other than the Assignee; and


 


(b)                                 shall
not be subject to any liability, restriction or other requirement (of whatever
nature) in relation to any time after the Assignee is by law released from the
covenants and other terms of the Lease.


 


5.                                       No person other
than a contracting party may enforce any provision of this Deed by virtue of
the Contracts (Rights of Third Parties) Act 1999.


 


6.                                       Words and
expressions used herein shall have the same meaning as in the Lease.


 


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  SIGNED as a deed by [ILLEGIBLE] MOODY

  	
   

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  and J.A. [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
  as attorneys for Felaw Malting lpswich

  	
   

  	
  )

  	
   

  	
   

  
	
  (No. 1) Limited in the presence of:

  	
   

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ JEREMY PICKLES [ILLEGIBLE]

  	
   

  
	
  Name of Witness and Signature

  
	
   

  
	
   

  
	
  ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG

  	
   

  
	
  Address

  
	
   

  
	
   

  
	
  SIGNED as a deed by [ILLEGIBLE] MOODY

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  and J.A. [ILLEGIBLE]

  	
  )

  	
   

  	
   

  
	
  as attorneys for Felaw Maltings Ipswich

  	
  )

  	
   

  	
   

  
	
  (No.2) Limited in the presence of:

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ JEREMY PICKLES [ILLEGIBLE]

  	
   

  
	
  Name of Witness and Signature

  
	
   

  
	
   

  
	
  ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG

  	
   

  
	
  Address

  
	
   

  
	
   

  
	
  SIGNED as a deed by [ILLEGIBLE] MOODY

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  and J.A. [ILLEGIBLE]

  	
  )

  	
   

  	
   

  
	
  as attorneys for Mars Pension Trustees

  	
  )

  	
   

  	
   

  
	
  Limited in the presence of:

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ JEREMY PICKLES [ILLEGIBLE]

  	
   

  
	
  Name of Witness and Signature

  
	
   

  
	
   

  
	
  ATLANTIC HOUSE HOLBORN VIADUCT LONDON ECIA 2FG

  	
   

  
	
  Address

  
										



 


34