Exhibit
10.54


 


	
  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 -


 


THIRD 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

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.12

  	
  Aerials, etc

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.13

  	
  Planning
  Acts

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Insure

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Quiet
  enjoyment

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Provide
  services

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Structure

  	
  14

  



 





















 


	
  5.

  	
  PROVISOS

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Interest
  on late payments

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
  17

  
	
   

  	
   

  	
   

  
	
  7.

  	
  LESSEE’S
  OPTION TO DETERMINE

  	
  19

  
	
   

  	
   

  	
   

  
	
  8.

  	
  NOTICES

  	
  19

  
	
   

  	
   

  	
   

  
	
  9.

  	
  VAT

  	
  20

  
	
   

  	
   

  	
   

  
	
  10.

  	
  SURETY’S COVENANTS

  	
  20

  
	
   

  	
   

  	
   

  
	
  11.

  	
  LANDLORD
  AND TENANT (COVENANTS) ACT 1995

  	
  20

  
	
   

  	
   

  	
   

  
	
  12.

  	
  DELIVERY AS A DEED

  	
  20

  
	
   

  	
   

  	
   

  
	
  13.

  	
  RIGHTS OF THIRD
  PARTIES

  	
  20

  
	
   

  	
   

  	
   

  
	
  14.

  	
  RIGHTS
  GRANTED BY THE ADJOINING OWNER

  	
  20

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  RIGHTS
  GRANTED

  	
  21

  
	
   

  	
   

  	
   

  
	
  2.

  	
  RIGHTS
  RESERVED

  	
  22

  
	
   

  	
   

  	
   

  
	
  3.

  	
  DOCUMENTS TO BE OBSERVED

  	
  24

  
	
   

  	
   

  	
   

  
	
  4.

  	
  SERVICE
  CHARGE

  	
  25

  
	
   

  	
   

  	
   

  
	
  5.

  	
  COVENANTS BY THE SURETY

  	
  31

  
	
   

  	
   

  	
   

  
	
  6.

  	
  AUTHORISED
  GUARANTEE AGREEMENT

  	
  33

  



 





















 


LEASE


 


	
  THIS 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 Holborn Viaduct London EC1A 2DY (together the “Lessor”);
and


 


(2)                                  Vidus Limited (Registered Number 4069823) Whose registered
office is at North Felaw Mailings, 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 part 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 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 forming 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 Ipswich 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
third 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;


 


2





















 





 





















 





 





















 





 





















 


“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;


 


“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 be
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 “underlease” 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 £62,140 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


 


3





















 


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 so 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 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 of 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


 


4





















 


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 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.


 


5





















 


(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 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 workmen 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


 


6





















 


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 (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.


 


7





















 


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 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 oh
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


 


8





















 


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.


 


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 relating
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 alienation


 


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.


 


9





















 


(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.


 


(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


 


10





















 


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 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


 


11





















 


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 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


 


12





















 


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 and 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 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


 


13





















 


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 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);


 


14





















 


(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


 


(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 


 


15





















 


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.


 


(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


 


16





















 


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;


 


(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


 


17





















 


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 additional 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 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 and the 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


 


18





















 


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 party’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 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.


 


19





















 


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 in 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.


 


20





















 


SCHEDULE 1


 


Rights
granted


 


1.             Support


 


The
right of support and protection by 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.


 


21





















 


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
of 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.


 


22





















 


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 than
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 neighboring premises causing as little disturbance
as possible and promptly making good all damage caused to the Premises in the
exercise of this right.


 


23





















 


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).


 


24





















 


SCHEDULE 4


 


Service Charge 


 


Part A


 


1.             The
service charge hereinafter referred to 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 Change”) as to each year (the “Accounting Period”) commencing on 28 September failing
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 arbitrator 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 or 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 £13,360 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;


 


25





















 


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 be so prepared and a copy thereof so supplied at any time
after the commencement of the relevant Accounting Period whereupon the Lessee
shall 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 relative 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


 


26





















 


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;


 


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 neighboring
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).


 


27





















 


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.


 


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 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.


 


28





















 


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;


 


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
nature 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


 


29





















 


they
relate to the Building Charge and of account 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
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.


 


30





















 


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) arid 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 the 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.


 


34





















 


	
  SIGNED as a deed
  by [ILLEGIBLE] Moody

  	
  )

  	
   

  	
   

  
	
  and J.A. Newstead

  	
  )

  	
  /s/ [ILLEGIBLE] Moody

  	
   

  
	
  as attorneys for Felaw Maltings Ipswich

  	
  )

  	
   

  	
   

  
	
  (No. 1) Limited in the presence of:

  	
  )

  	
  /s/ J.A. Newstead

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jeremy Pickles

  	
   

  	
  )

  	
  /s/ Jeremy Pickles

  	
   

  
	
  Name of Witness and
  Signature

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Atlantic House Holborn Viaduct London ECIA 2FA

  	
  )

  	
   

  	
   

  
	
  Address

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED as a deed by [ILLEGIBLE]

  	
  )

  	
  /s/ [ILLEGIBLE] Moody

  	
   

  
	
  and J.A. Newstead

  	
  )

  	
   

  	
   

  
	
  as attorneys for Felaw Maltings Ipswich

  	
  )

  	
  /s/ J.A. Newstead

  	
   

  
	
  (No. 2) Limited in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jeremy Pickles

  	
   

  	
  )

  	
  /s/ Jeremy Pickles

  	
   

  
	
  Name of Witness and
  Signature

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Atlantic House Holborn Viaduct London ECIA 2FG

  	
  )

  	
   

  	
   

  
	
  Address

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED as a deed by [ILLEGIBLE] Moody

  	
  )

  	
  /s/ [ILLEGIBLE] Moody

  	
   

  
	
  and J.A. Newstead

  	
  )

  	
   

  	
   

  
	
  as attorneys for Mars Pension Trustees

  	
  )

  	
  /s/ J.A. Newstead

  	
   

  
	
  Limited in the presence of:

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jeremy Pickles

  	
   

  	
  )

  	
  /s/ Jeremy Pickles

  	
   

  
	
  Name of Witness and
  Signature

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Atlantic House Holborn Viaduct London ECIA 2FG

  	
  )

  	
   

  	
   

  
	
  Address

  	
  )

  	
   

  	
   

  
						



 


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